HomeMy WebLinkAboutItem 12- Federal Aid Projects IGA- Amendment Delegation AGENDA ITEM SUMMARY Meeting Date: 5/20/2024
Meeting Type: Regular Meeting
Staff Contact/Dept.: Amanda Clinton/DPW
Staff Phone No: 541-736-3628
Estimated Time: 5 min
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Maintain and Improve
Infrastructure and
Facilities
ITEM TITLE: FEDERAL AID PROJECTS IGA/AMENDMENT DELEGATION
ACTION
REQUESTED:
Adopt/Not Adopt the following Resolution: ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A LOCAL AGENCY
CERTIFICATION PROGRAM AGREEMENT WITH ODOT AND DELEGATING AUTHORITY TO THE CITY MANAGER TO EXECUTE SUPPLEMENTAL
PROJECT AUTHORIZATIONS FOR FEDERAL-AID PROJECTS ADOPTED INTO THE STATEWIDE TRANSPORTATION IMPROVEMENT PROGRAM
(STIP) FOR THE FUNDING PERIOD ENDING SEPTEMBER 30TH, 2027.
ISSUE
STATEMENT:
Historically, the City of Springfield has relied on outside agencies to deliver our
Federal Aid projects through the Statewide Transportation Improvement Program
(STIP), as the City was not previously Federally certified. Examples of past Federal
Aid projects were Franklin Blvd Phase 1, Mill Street Reconstruction, and Franklin
Blvd. Phase 2. The City is now authorized to proceed with delivering Federal Aid
projects under the Federal Certification program under the direction of Capital
Engineering Manager Kristi Krueger.
Each federal project has multiple IGA’s associated with it. The first agreement is the
Supplemental Project Agreement which outlines the responsibilities of the parties,
sets out project-specific details and costs. This initial agreement serves as the
supporting document for FHWA authorization of federal funds and provides a
schedule identifying the federal fund obligation years as identified in the STIP.
Additional agreements such as right-of-way services agreements, utility relocation
and railroad crossing agreements are required.
To execute these IGA’s and amendments promptly, staff are requesting the Council
authorize the City Manager to sign Federal Aid project IGAs and amendments over
$100,000 without requiring Council approval first, per Springfield Municipal Code
Section 2.706 (3); STIP-funded projects are approved by Council through the Capital
Improvement Program, A Community Reinvestment Plan and typically approved as
part of the annual Capital Budget adoption.
ATTACHMENTS: 1. Resolution of Authority
2. ODOT- Springfield Program Agreement
3. ODOT-Springfield Certification Supplemental Project Authorization
DISCUSSION/
FINANCIAL
IMPACT:
The Municipal Code sets administrative limits on the City Manager’s signature
authority to make purchases and award contracts. Council authorization is required
for amounts greater than the intermediate threshold except in certain cases of City
Council approval.
For the duration of the STIP period, through September 30th, 2027, Capital
Improvement staff recommends that the Council authorize the City Manager to
approve IGA’s between ODOT and the City where the agreement and amendment
cost exceeds the limits imposed by Section 2.706 (2)(c) without Council approval
along with approving the Program Agreement in ATT2.With this change to authority
and Agreement approval, it will help improve project timelines, limit risk and costs
to the City, keep public service uninterrupted, save staff time, and allow projects to
be completed by all stakeholders according to ODOT timelines.
{00033266:1}
CITY OF SPRINGFIELD, OREGON
RESOLUTION NO. ________
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A LOCAL
AGENCY CERTIFICATION PROGRAM AGREEMENT WITH THE OREGON DEPARTMENT
OF TRANSPORTATION AND DELEGATING AUTHORITY TO THE CITY MANAGER TO
EXECUTE SUPPLEMENTAL PROJECT AUTHORIZATIONS FOR FEDERAL-AID PROJECTS
ADOPTED INTO THE STATEWIDE TRANSPORTATION IMPROVEMENT PROGRAM FOR
THE FUNDING PERIOD ENDING SEPTEMBER 30, 2027.
WHEREAS, Springfield Municipal Code (SMC) section 2.704(1)(a), “Contracting Authority and
Responsibilities,” limits the City Manager’s authority to make purchases and award contracts to
those less than $100,000 without additional authorization from the City Council acting as the local
contract review board;
WHEREAS, by agreement with the Federal Highway Administration, the Oregon Department of
Transportation (ODOT) delegates certain federal-aid project authorities to well-qualified and
suitably equipped local public agencies (LPAs) to administer specified federal-aid project activities;
WHEREAS, the Common Council finds it in the public interest for the City to be recognized as a
certified LPA and to deliver federal aid projects through the Certification Program, according to
the terms of the Local Agency Certification Program Agreement between the City and ODOT;
WHEREAS, pursuant to the Local Agency Certification Program Agreement, ODOT will authorize
the City on a project-by-project basis to deliver federal aid projects subject to ODOT’s oversight,
per a written Supplement Project Authorization signed by ODOT and the City and
WHEREAS, for reasons of public welfare and cost-effectiveness, the Common Council wishes to
delegate authority to the City Manager to enter into Supplement Project Authorizations and
amendments to Supplemental Project Authorizations under the scope of the Local Agency
Certification Program Agreement for projects adopted in the Statewide Transportation
Improvement Program for the period beginning May 6, 2024, and continuing through September
30, 2027,
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF
SPRINGFIELD AS FOLLOWS:
Section 1: The City Manager is hereby authorized to enter into a Local Agency
Certification Program Agreement with the Oregon Department of Transportation for the purpose
of delegating authority for certain federal-aid projects to the City of Springfield.
Section 2: The City Manager is hereby authorized to enter into Supplemental Project
Authorizations and amendments, consistent with the Local Agency Certification Program
Agreement, for which funds have been budgeted and which are adopted into the Statewide
Transportation Improvement Program for the funding period ending September 30, 2027.
Section 3: The authorization provided in Section 2 supplements and is in addition to,
and not in lieu of, the City Council’s authority.
Section 4: This Resolution will take effect upon adoption. Section 2 of this
Resolution will remain in effect through September 30, 2027, unless earlier terminated or
extended by further resolution.
Attachment 1
Page 1 of 2
{00033266:1}
Adopted by the Common Council of the City of Springfield this ____ day of ________,
2024 by a vote of _____ for and _____ against.
ATTEST:
__________________________
Allyson Pulido, City Recorder
Attachment 1
Page 2 of 2
Misc. Contracts and Agreements
No. 73000-00029336
Page 1 | 11
Oregon Department of Transportation
LOCAL AGENCY CERTIFICATION PROGRAM
Supplemental Project Authorization No. 73000-00029336:1
Under the authority of Certification Program Agreement No. 73000-00029336 (“Program Agreement”)
between the Oregon Department of Transportation (“State” or “ODOT”) and the City of Springfield
(“Certified Agency”), dated , which is hereby incorporated by reference, the Parties agree to
Certified Agency delivering the “Project” shown on the Project Details Table in Section A below
(“Project”) and as agreed to herein.
A. PROJECT DETAILS TABLE
SPA NUMBER 1
Project Key Number: 22351
Project Name: Walking and Biking Network Improvements (Springfield)
Project Descrip�on: The Project will fill gaps in walking and biking networks near
schools and in the downtown corridor in order to complete
connec�ons, reduce conges�on, and address safety.
Funding Award Program: Funds have been awarded under the Carbon Reduc�on Program
(CMAQ), the Conges�on Mi�ga�on and Air Quality Program, the
Highway Infrastructure Program (HIP), and the TAP Urban
Program and will be applied in accordance with Paragraph V.3.f
of the Program Agreement.
Project End Date: Cer�fied Agency must complete the Project by: December 31,
2030.
Project Loca�on and
Jurisdic�on: • Mohawk Boulevard, 5th Street, E Street, 19th Street, and
Thurston Road are a part of Cer�fied Agency’s street system
under the jurisdic�on and control of Cer�fied Agency.
• Within the limits of the Project, the traffic signals,
pedestrian islands, and sidewalks iden�fied for bicycle and
pedestrian enhancements are under the jurisdic�on and
control of Cer�fied Agency.
• Springfield Highway (OR 528) is a part of the Oregon State
Highway System (state highway) under the jurisdic�on and
control of the Oregon Transporta�on Commission.
• Within the limits of the Project, OR 528 is known as Pioneer
Parkway East and Pioneer Parkway West.
A168-G030424
Attachment 2
Page 1 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 2 | 11
FUNDING DETAILS DATA
Cer�fied Agency’s Unique En�ty Iden�fier: E9KDFEACGMY3
Cer�fied Agency to report execu�ve compensa�on informa�on per
Federal Transparency Act (see Exhibit B):
No
Award is for Research and Development (R&D) as defined in 2 CFR 200.1: No
Cer�fied Agency Indirect Cost Rate(s): 15.03%
Pro-rated Federal Share Percentage: 89.73%
Cer�fied Agency Required Match Percentage: 10.27%
Federal Funds: $3,911,302.00
State Funds: $0
Cer�fied Agency Funds: $447,666.02
Other Funds: $0
Approved In-kind Contribu�on: $0
Total Project Cost $4,358,968.02
INFORMATIONAL DETAILS DATA
ODOT’s preliminary es�mated costs for oversight and other ODOT
services for Project phases covered by this Supplemental Project
Authoriza�on, applied in accordance with Sec�on B, Paragraph 3 below:
$50,000.00
APPLICABLE PROVISIONS
Standard Provisions:
The following exhibits to the Program Agreement apply to this Project if marked “Yes” below.
(“No” indicates the exhibit does not apply to this Project.)
Yes/No Exhibit # Descrip�on
Yes Exhibit B: Standard Provisions: Federal Transparency Act Subaward Repor�ng
Yes Exhibit C: Standard Provisions: Contract Insurance
Yes Exhibit D: Standard Provisions: Americans with Disabili�es Act Compliance
No Exhibit E: Standard Provisions: Local Bridge Projects
Yes Exhibit F: Standard Provisions: Right of Way Services
Special Provisions:
The following atachment(s) to the Program Agreement apply(ies) to this Project if marked
“Yes” below. (“N.A.” indicates “not applicable.”)
Yes/N.A. Atachment # Descrip�on
Yes Atachment 1: Project Vicinity Map
Yes Atachment 2: Special Provisions: State Highway Work
N.A. Also, see Sec�on B for any other Project-specific modifica�ons to the Program
Agreement that apply to this Project.
B. SUPPLEMENTAL PROJECT AUTHORIZATION TERMS
1. Applicable Provisions: Except as otherwise modified by the terms of this Supplemental Project
Authorization, the Project is subject to the terms and conditions of the Program Agreement,
including the Standard Provisions and Special Provisions specified in the Project Details Table
Attachment 2
Page 2 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 3 | 11
above, which are incorporated into this Supplemental Project Authorization by reference as though
fully set forth herein.
2. Scope: The Project includes preliminary engineering, right of way, and construction activities for
various safety, congestion reduction, and gap connector facilities in the locations shown on
Attachment 1 – Project Vicinity Map and as follows:
a. Placement of two portable temporary rapid flashing beacons
b. Construction of a pedestrian crossing on Mohawk Boulevard south of I Street
c. Construction of a pedestrian crossing on 5th Street north of Q Street
d. Installation of flashing beacons at Pioneer Parkway East and Pioneer Parkway West at E Street
and at Thurston Road at 69th Street
e. Construction of Eugene Water and Electric Board (EWEB) path crossing enhancements with
refuge islands at 5th Street and 19th Street
f. Sidewalk rehabilitation and infill at various locations within the Project limits shown on
Attachment 1.
3. ODOT Costs: The Parties agree that ODOT will perform risk-based Project oversight in accordance
with the Program Agreement. A preliminary estimate for the cost of ODOT’s work is shown above
in the Project Details Table under Informational Details. The Parties agree that ODOT services to be
performed in excess of this preliminary estimate shall be addressed as provided in Paragraph V.3
Subsection g. of the Program Agreement. Certified Agency understands that ODOT’s costs are
estimates only and Certified Agency agrees to pay ODOT’s actual costs incurred per the Terms of
this Supplemental Project Authorization. On a quarterly basis, ODOT will provide Certified Agency a
statement of costs expended by ODOT.
4. Funding: A combination of federal, state, and local funds may be expended on the Project as
detailed in the Project Details Table above, subject to the limitations and obligations set forth in
the Program Agreement and this Supplemental Project Authorization. Federal and State funds for a
project shall be limited to the amount shown in the Funding Details section of the Project Details
Table above.
a. Certified Agency guarantees the availability of Certified Agency funding in an amount required to
fully fund Certified Agency’s share of the Total Project Costs, as shown in the Project Details
Table, and in accordance with the Funding provisions in Paragraph V.3 of the Program
Agreement.
b. Certified Agency understands and agrees that federal funding for this Project is contingent
upon FHWA’s approval of each funding request. Any work performed outside the period of
performance approved by FHWA or outside the Project Scope will be considered non-
participating and paid for at Certified Agency expense.
c. ODOT will submit requests for federal funding authorizations to FHWA by Project phase. The
ODOT Project Contact or designee will provide Certified Agency with a written notice to
proceed for each Project phase when FHWA approval has been secured and funds are available
for expenditure on the Project.
Attachment 2
Page 3 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 4 | 11
d. With the notice to proceed, ODOT will provide Certified Agency with a copy of the USDOT
FHWA Federal Aid Project Agreement between ODOT and FHWA for this Project, which
contains the information required of pass-through entities by 2 CFR 200.332(a)(1).
5. Invoicing: Certified Agency shall submit invoices for Project progress billings in accordance with the
invoicing provisions in Paragraph V.5 of the Program Agreement.
6. Period of Performance:
a. Begin and End Dates: The Project period of performance begins when both the initial FHWA
Project authorization has been received by ODOT and a notice to proceed for the first phase of
the Project has been issued by the ODOT Project Contact. The Project period of performance
ends on the Project End Date shown in the Project Details Table. All Project work must be
completed within the period of performance.
b. Project End Date Changes: The Project End Date may be changed upon written approval by the
ODOT Project Contact, which shall be incorporated by reference into this Supplemental Project
Authorization. To extend the Project End Date, Certified Agency shall submit a written request
to the ODOT Project Contact as soon as Certified Agency becomes aware that a schedule
change is necessary, but no less than sixty (60) calendar days prior to the authorized Project
End Date. The ODOT Project Contact will coordinate with ODOT Program and Funding Services
to seek authorization from FHWA prior to approving the extension request. FHWA
authorization for extensions is not guaranteed. Any work performed outside the period of
performance authorized by FHWA will be nonparticipating and paid for at Certified Agency
expense.
7. Project Useful Life: The useful life of the Project is twenty (20) years.
8. Project-Specific Modifications: Reserved.
C. PROJECT CONTACTS, SIGNATURE AUTHORITIES, COUNTERPARTS, ACKNOWLEDGEMENT
1. Each Party’s Project Contact is shown on the signature page of this Supplemental Project
Authorization. Each Party agrees to notify the other Party in writing of any contact information
changes during the term of this Supplemental Project Authorization.
2. Each Party certifies and represents that the individuals signing this Supplemental Project
Authorization have been authorized to enter into and execute this Supplemental Project
Authorization on behalf of the Party under the direction or approval of its governing body,
commission, board, officers, members, or representatives, and to legally bind the Party.
3. This Supplemental Project Authorization may be executed in several counterparts (facsimile or
otherwise) all of which when taken together shall constitute one agreement binding on all Parties,
notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this
Supplemental Project Authorization so executed shall constitute an original. The Parties may use
Electronic Signatures in accordance with Paragraph VII.15. of the Program Agreement.
Attachment 2
Page 4 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 5 | 11
4. This Project is in the 2024-2027 Statewide Transportation Improvement Program, (Key No. 22351)
that was approved by the Oregon Transportation Commission on July 13, 2023 (or subsequently
approved by amendment to the STIP).
5. Certified Agency Acknowledgement:
Certified Agency’s signing representatives certify that by initialing here, and signing this
Supplemental Project Authorization, they have read the Program Agreement, including
the following exhibits that apply to this Supplemental Project Authorization: Exhibit B
(Federal Transparency Act), Exhibit C (Contract Insurance), Exhibit D (ADA), and Exhibit F
(Right of Way Services).
Certified Agency (Initial here.)
Signature Page to Follow
Attachment 2
Page 5 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 6 | 11
THE PARTIES, by execution of this Supplemental Project Authorization, hereby acknowledge that their
signing representatives have read this Supplemental Project Authorization, understand it, and agree to
be bound by its terms and conditions.
CITY OF SPRINGFIELD, acting by and through
its elected officials
By _______________________________
Title _____________________________
Date _____________________________
LEGAL REVIEW APPROVAL
(If required by Certified Agency’s process)
By _______________________________
Certified Agency Legal Counsel
Date _____________________________
Certified Agency Project Contact:
Kristi Krueger
Capital Engineering Manager
City of Springfield Public Works
225 5th Street
Springfield, Oregon 97477
kkrueger@springfield-or.gov
ODOT Project Contact:
Drake McKee
Transportation Project Manager
Region 2, Area 5
2080 Laura Street
Springfield, Oregon 97477
541-736-9156
STATE OF OREGON, acting by and through its
Department of Transportation
By ____________________________________
Delivery and Operations Division Administrator
Date __________________________________
By ____________________________________
State Right of Way Manager
Date __________________________________
APPROVAL RECOMMENDED
By____________________________________
Certification Program Manager
Date__________________________________
By____________________________________
Region 2 Manager
Date__________________________________
By____________________________________
State Traffic Roadway Engineer
Date__________________________________
By____________________________________
Region 2 Right of Way Manager
Date__________________________________
APPROVED AS TO LEGAL SUFFICIENCY
By_Karen Clevering via email______________
Assistant Attorney General
Date_4/9/2024 – Email approval retained in file
Attachment 2
Page 6 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 7 | 11
Attachment 1
Project Vicinity Map
Attachment 2
Page 7 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 8 | 11
Attachment 2
Special Provisions: State Highway Work
(Applicable to work on or along the state highway.)
A. GENERAL REQUIREMENTS AND RESTRICTIONS
1. General: Certified Agency agrees to comply with all federal, state, and local laws, rules, and
regulations and shall obtain and comply with the provisions of all necessary permits, licenses, and
approvals, including land use permits, building permits, and environmental clearances for the
Project. Certified Agency shall ensure its developers, contractors, subcontractors, and consultants
performing work on the Project comply with such requirements.
2. Notification: Certified Agency shall notify the ODOT District 5 Office when performing onsite work
on or along the state highway as follows:
a. Preliminary Engineering: At least two (2) business days prior to performing preliminary
engineering or survey work.
b. Construction: At least thirty (30) calendar days prior to performing initial Project construction
work.
c. Maintenance: At least two (2) business days prior to performing any maintenance work.
d. Lane Restrictions: At least thirty (30) calendar days prior to performing any type of work
requiring lane restrictions.
3. Restrictions: Certified Agency shall not perform any work on or along the state highway requiring
lane restrictions, as follows:
a. Between 5:30 a.m. and 9:00 a.m. and between 3:30 p.m. and 7:00 p.m., Monday through Friday.
b. During inclement weather (snow, ice, heavy fog, high wind), between sunset and sunrise, on
weekends, or between noon on the day preceding a legal holiday or holiday weekend and
midnight of the legal holiday.
c. Without providing required notice as described in Paragraph 2.d above.
B. PERMITTING REQUIREMENTS
1. Permission for Project Work: ODOT grants Certified Agency permission to conduct Project work
within the state highway right of way as described in this Supplemental Project Authorization and
in accordance with the limitations set forth in Section A above. The work shall be protected in
accordance with the versions of the Manual on Uniform Traffic Control Devices for Streets and
Highways (MUTCD), the Oregon Supplement to the Manual on Uniform Traffic Control Devices, and
the Oregon Temporary Traffic Control Handbook that are in effect at the time the work is
conducted. In addition, the Project may be subject to the requirements of the ODOT Mobility
Procedures Manual and approval by the ODOT Mobility Advisory Committee prior to submittal of
the Plans, Specifications, and Estimates (PS&E) documents.
2. Highway Approaches, Access Control, Spacing Standards, and Medians: Prior to PS&E, Certified
Agency shall ensure that all state highway approach and access management requirements in
Attachment 2
Page 8 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 9 | 11
Oregon Administrative Rules (OAR) Chapter 734, Division 51 that are applicable to the Project are
met.
a. State highway access management in the project delivery process for each STIP project is
required to be conducted in accordance with OAR 734-051-5120. To ensure that all projects
subject to OAR 734-051-5120 are carried out consistent with this rule, Certified Agency shall
refer all Project-related access management to ODOT to determine the process for complying
with OAR 734-051-5120.
b. Any Project-related permits, agreements, or other documents required to comply with OAR
Chapter 734, Division 51 must be included in Certified Agency’s final PS&E submittal to ODOT.
c. For additional information, see the ODOT Access Management page and ODOT Technical
Bulletin AM21-01(B): Determination of Approach Modification in a Highway Improvement
Project in the ODOT Technical Guidance Directory.
3. Utility Permits: Certified Agency shall ensure that any utility installing a utility service within state
highway right of way as part of the Project has obtained a utility permit issued by ODOT’s District
office under OAR Chapter 734, Division 55 prior to installation of the utility service line.
C. PROJECT-SPECIFIC FEATURES
1. Traffic Control Devices
a. Pursuant to OAR 734-020-0430, Certified Agency shall obtain the approval of the State Traffic
Engineer prior to the design, construction, or removal of any traffic signal, traffic control device,
or illumination to be installed on a state highway. An engineering study is required for approval.
See ODOT’s Traffic Signal Policy and Guidelines for the approval process.
b. Certified Agency and ODOT shall have an executed maintenance and operations agreement to
cover obligations for any signaling devices being installed on a state highway for this Project.
This agreement must be in effect prior to receiving design approval from ODOT. Traffic signals
on a state highway must be designed per the current edition of ODOT’s Traffic Signal Design
Manual.
c. Electrical inspectors used by Certified Agency or its contractor(s) shall possess a current State
Certified Traffic Signal Inspector certificate in order to inspect electrical installations on state
highways.
d. ODOT will, as a cost to the Project, perform signal equipment environmental testing. For ODOT-
owned or ODOT-maintained signals, ODOT will, as a cost to the Project, perform the signal field
testing and turn-on. Traffic signal timing for ODOT-owned and ODOT-operated signals shall be
the responsibility of ODOT, unless there is an agreement that specifically allows Certified
Agency to perform that function. ODOT retains the right to review traffic signal timing for
signals on state highways, or for those signals which ODOT maintains, and reserves the right to
request adjustments when needed. In cases where Certified Agency modifies timing to add
railroad or emergency vehicle preemption, bus priority, or other changes that affect vehicle or
pedestrian clearances or operation of the state highway, such modifications shall be approved
by ODOT’s Region Traffic Engineer. ODOT’s Region Traffic Engineer will notify the local
jurisdiction whenever timing changes are scheduled that affect the operation of local street
Attachment 2
Page 9 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 10 | 11
connections to the state highway. All modifications shall follow guidelines set forth in the
versions of the MUTCD and the Traffic Signal Policy and Guidelines in effect at the time the
work is conducted.
e. Certified Agency shall ensure that all work involving pedestrian-activated signals performed
under this Supplement Project Authorization, including maintenance activities, complies with
the ADA. Certified Agency shall ensure that all traffic signals, illumination poles, and
foundations installed on a state highway conform to State's standards, pursuant to the versions
of ODOT's Traffic Structures Design Manual and Geotechnical Design Manual in effect at the
time the work is conducted.
D. MAINTENANCE RESPONSIBILITIES
1. Maintenance of Project-specific Improvements: Certified Agency shall maintain, operate, repair,
replace, move, and remove, as applicable, any Project-specific improvements within state highway
right of way, unless otherwise specified in this Supplemental Project Agreement or in a fully
executed maintenance agreement. Such Project-specific improvements shall be maintained and
operated at the same level as similar facilities owned by ODOT.
2. Work Zone Protection: Certified Agency’s maintenance work on or along state highway right of
way, including work performed by Certified Agency’s contractors, shall be protected in accordance
with the versions of the MUTCD, Oregon Supplement to the Manual on Uniform Traffic Control
Devices, and the Oregon Temporary Traffic Control Handbook which are in effect at the time the
work is conducted.
3. Contribution and Indemnification: Certified Agency’s obligations under the Contribution and
Contract-Related Indemnification and Contractor Indemnification provisions in the Program
Agreement, Section VII, Paragraphs 5 and 9, respectively, apply to Certified Agency’s ongoing
maintenance work.
4. Power: Certified Agency shall, at its own expense, provide power needed for signals, lighting, and
other Project-specific improvements, unless otherwise specified in this Supplement Project
Agreement or in a fully executed maintenance agreement.
5. Landscaping: Maintenance of landscaped areas shall include:
a. Replacement of dead or dying plants and trees.
b. Removal of litter and debris.
c. Mowing, leaf removal, and weed removal and control.
d. Trimming trees and other vegetation to maintain vehicle and pedestrian sight distance with
clearance of at least eight (8) feet over a sidewalk and twenty (20) feet over the roadway.
6. Sidewalks: Maintenance of sidewalks and other pedestrian or bicycle paths shall include removing
litter, debris, and vegetation; repairing surface irregularities such as holes and cracks; and
maintaining a smooth, level surface for the unimpeded movement of pedestrians and bicyclists.
7. Adjacent Property Owners: Should Certified Agency allow an adjacent property owner to perform
Attachment 2
Page 10 of 11
City of Springfield / ODOT
Agreement No. 73000-00029336
Page 11 | 11
maintenance of the landscape, sidewalk, or other behind-the-curb improvements on or along state
right of way, Certified Agency remains responsible and liable for compliance with the terms of this
Supplemental Project Authorization and for the performance of such work, regardless if the work is
performed by Certified Agency or an adjacent property owner.
8. Project-specific Improvements:
a. Certified Agency, at its own expense, shall be responsible for any maintenance, operation,
repair, replacement, and removal of the following Project-specific improvements on the state
highway:
• Temporary rapid flashing beacons
• Pedestrian crossings
• Crossing enhancements and refuge islands
• Sidewalks
• Any other ODOT-approved, project-specific improvements on the state highway not
otherwise listed here.
b. Certified Agency, at its own expense, shall be responsible for maintenance, operation, repair,
replacement, and removal of any Project-specific improvements not specified in Paragraph 8.a
or Paragraph 8.b above.
9. Removal or Replacement of Project-Specific Improvements: Certified Agency agrees the following
paragraphs apply to the Project-specific improvements specified in Paragraphs 8.b and 8.c above.
a. Certified Agency is responsible for any removal or replacement of the Project-specific
improvements, unless otherwise specified in a fully executed maintenance agreement.
b. If Certified Agency fails to maintain the Project-specific improvements or Certified Agency no
longer supports the continued operation of the Project-specific improvements, Certified Agency
shall, at its own expense, remove the improvement and restore the state highway right of way.
c. Certified Agency understands that if ODOT determines the need for the Project-specific
improvements to be moved or removed for any reason, including but not limited to highway
construction, reconstruction, maintenance, or operational projects, Certified Agency will
promptly move or remove the improvement at Certified Agency’s expense. This does not apply
to Project-specific improvements requested by ODOT and constructed by Certified Agency in
full compliance with this Supplemental Project Authorization.
d. ODOT reserves the right to maintain, operate, repair, replace, move, or remove any Project-
specific improvement at Certified Agency’s expense if Certified Agency fails to maintain,
operate, repair, replace, move, or remove any Project-specific improvement in accordance with
this Supplemental Project Authorization.
10. Survival: Maintenance responsibilities, including the responsibility to maintain, operate, repair,
replace, move, and remove any Project-specific improvements, shall survive any expiration or
termination of this Supplemental Project Authorization.
Attachment 2
Page 11 of 11
Misc. Contracts and Agreements
No. 73000-00029336
i
TABLE OF CONTENTS
Oregon Department of Transportation
LOCAL AGENCY CERTIFICATION PROGRAM AGREEMENT
I. RECITALS ................................................................................................................................................. 1
II. ABBREVIATIONS ..................................................................................................................................... 2
III. EXHIBITS ATTACHED AND INCORPORATED, ORDER OF PRECEDENCE................................................... 3
IV. CERTIFICATION TERMS AND CONDITIONS ............................................................................................. 3
1. Coordination .................................................................................................................................... 3
2. Scope of Certification ...................................................................................................................... 3
3. Certification Program Policy and Guidance..................................................................................... 5
V. PROJECTS ................................................................................................................................................ 6
1. Demonstration Projects .................................................................................................................. 6
2. Supplemental Project Authorizations ............................................................................................. 7
3. Funding ............................................................................................................................................ 8
4. Cancellation of Project .................................................................................................................. 10
5. Invoices for Project Progress Billing .............................................................................................. 11
6. Quarterly Reporting ....................................................................................................................... 12
7. Repayment .................................................................................................................................... 12
8. Indirect Cost Rate(s) ...................................................................................................................... 12
9. Transportation Planning, Project Development, and Administration Standards ......................... 13
10. Professional, Technical and Expert Services ................................................................................. 14
a. Consultant Services: ................................................................................................................... 14
b. Design Standards: ...................................................................................................................... 14
c. Preliminary Engineering: ............................................................................................................ 15
d. Construction Activities and Administration: .............................................................................. 16
e. Contractor Claims and Contract Change Orders: ...................................................................... 16
f. Bridge: ........................................................................................................................................ 16
g. Right of Way: ............................................................................................................................. 16
h. Utilities and Railroads: ............................................................................................................... 17
i. Grade Change Liability: .............................................................................................................. 17
j. Maintenance Responsibilities: ................................................................................................... 17
11. Civil Rights ..................................................................................................................................... 17
a. General Requirements: .............................................................................................................. 17
b. Americans with Disabilities Act (ADA): ...................................................................................... 18
c. Title VI: ....................................................................................................................................... 18
d. Disadvantaged Business Enterprise (DBE): ................................................................................ 19
e. Equal Employment Opportunity Program (EEO) and On-the-Job Training
(OJT)/Apprenticeship: .......................................................................................................................... 20
f. ODOT Support: ........................................................................................................................... 20
VI. OTHER FEDERAL PROVISIONS .............................................................................................................. 21
1. Single Audit Act ............................................................................................................................. 21
2. Cargo Preference Act ..................................................................................................................... 21
3. Clean Air Act .................................................................................................................................. 21
Attachment 3
Page 1 of 70
- ii -
4. Buy America and Build America, Buy America .............................................................................. 21
5. Federal Transparency Act Subaward Reporting ............................................................................ 22
6. Lobbying Restrictions .................................................................................................................... 22
7. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Non-
procurement and Lower Tier Covered Transactions ............................................................................... 23
VII. GENERAL PROVISIONS .......................................................................................................................... 23
1. Compliance with Applicable Laws ................................................................................................. 23
2. Records .......................................................................................................................................... 23
3. No Third Party Beneficiaries to Program Agreement.................................................................... 24
4. Independent Contractor ................................................................................................................ 24
5. Contribution and Contract-Related Indemnification .................................................................... 25
6. Dispute Resolution ........................................................................................................................ 26
7. Remedies ....................................................................................................................................... 26
8. Certified Agency Contracts and Procurements ............................................................................. 27
9. Contractor Indemnification ........................................................................................................... 28
10. Contract Insurance ........................................................................................................................ 29
11. Insurance Workers’ Compensation ............................................................................................... 29
12. Term............................................................................................................................................... 29
13. Termination ................................................................................................................................... 30
14. Applicability; Amendment; Merger; Waiver; Severability ............................................................ 31
15. Signature Authorities; Counterparts ............................................................................................. 31
EXHIBIT A – Supplemental Project Authorization (unexecuted form) ......................................................... 34
EXHIBIT B – Standard Provisions: Federal Transparency Act Subaward Reporting ....................................... 48
EXHIBIT C – Standard Provisions: Contract Insurance .................................................................................. 50
EXHIBIT D – Standard Provisions: Americans with Disabilities Act Compliance .......................................... 54
EXHIBIT E – Standard Provisions: Local Bridge Projects ................................................................................ 59
EXHIBIT F – Standard Provisions: Right of Way Services ............................................................................... 62
End of Table of Contents
Program Agreement to Follow
Attachment 3
Page 2 of 70
Misc. Contracts and Agreements
No. 73000-00029336
Page 1 | 68
Oregon Department of Transportation
LOCAL AGENCY CERTIFICATION PROGRAM AGREEMENT
THIS AGREEMENT is made and entered into by and between THE STATE OF OREGON, acting by and
through its Department of Transportation, hereinafter referred to as "State” or “ODOT,” and CITY OF
SPRINGFIELD, acting by and through its elected officials, hereinafter referred to as “City” or “Certified
Agency,” both herein referred to individually as “Party” and collectively as “Parties.”
I. RECITALS
1. By the authority granted in Oregon Revised Statutes (ORS) 190.110 and 283.110, a state agency
may enter into agreements with units of local government or other state agencies for the
performance of any or all functions and activities that the state agency, or its officers or agents,
have the authority to perform.
2. By the authority granted in Oregon Revised Statutes (ORS) 366.572 and 366.576, state agencies
may enter into cooperative agreements with counties, cities, and units of local governments for the
performance of work on certain types of improvement projects with the allocation of costs on
terms and conditions mutually agreeable to the contracting parties.
3. Under the authority of Title 23 United States Code (USC), the Federal Highway Administration
(FHWA) is accountable for all programs under the Federal-Aid Highway Program; and ODOT is
responsible for project-level activities associated with Title 23 USC, Section 106. ODOT, pursuant to
the Oregon Department of Transportation Federal-Aid Highway Program Stewardship and
Oversight Agreement (Stewardship Agreement), is responsible for reviews and approvals
associated with the planning, design, construction, award, and final inspection of federal-aid
projects with certain specified exceptions. ODOT, pursuant to Title 23 Code of Federal Regulations
(CFR) Part 1.11, Title 23 CFR Part 635.105, and the Stewardship Agreement, may further delegate
certain federal-aid project authorities to well-qualified and suitably equipped local public agencies
(LPAs). ODOT retains responsibility under federal law and regulations for all delegated activities.
4. Through its FHWA-approved Local Agency Certification Program (Certification Program), ODOT
“certifies” certain LPA procedures and delegates authority to certified LPAs to administer specified
federal-aid project activities. Certification Program requirements and procedures are set out in
ODOT’s current Local Agency Guidelines for Certified Local Public Agencies (LAG Manual), as
amended and published by the ODOT Certification Program Office, which is incorporated herein by
this reference. Certification Program and federal-aid project expectations between ODOT and each
certified LPA is formalized through the execution of a Local Agency Certification Program
Agreement and related Supplemental Project Authorizations.
5. City desires to be recognized as a certified LPA and to deliver federal-aid projects through the
Certification Program. ODOT is satisfied that City has met the requirements to be certified in the
A167-G030424
Attachment 3
Page 3 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 2 | 68
functional areas of consultant contracting, design (excluding bridge design), and construction
contracting as described in Section IV below.
6. This Local Agency Certification Program Agreement No. 73000-00029336, hereinafter referred to as
“Program Agreement”, sets out the Parties’ Certification Program obligations and the terms by
which ODOT authorizes City to deliver federal-aid projects as a certified agency. Any Supplemental
Project Authorizations executed after the effective date of this Program Agreement shall be
entered into under the authority of this Program Agreement.
NOW THEREFORE, the premises being in general as stated in the foregoing Recitals, it is agreed by and
between the Parties that for the federal-aid projects covered by this Program Agreement, the following
provisions apply:
II. ABBREVIATIONS
As used in this Agreement, abbreviations shall mean as follows:
AASHTO American Association of State Highway and Transportation Officials
A&E Architecture and Engineering
ADA Americans with Disabilities Act
BOLI Oregon Bureau of Labor and Industries
CFR Code of Federal Regulations
COBO “Certified on behalf of” (Certified Agency delivering a project on behalf of a Non-
certified Agency)
DBE Disadvantaged Business Enterprise
EEO Equal Employment Opportunity
FAPG Federal-Aid Policy Guide
FHWA Federal Highway Administration
LAG Local Agency Guidelines for Certified Local Public Agencies
LPA Local Public Agency
LRFD Load and Resistance Factor Design (bridge)
LRFR Load and Resistance Factor Rating (bridge)
MTIP MPO Transportation Improvement Program
MPO Metropolitan Planning Organization
MUTCD Manual on Uniform Traffic Control Devices
NHS National Highway System
OAR Oregon Administrative Rules
ODOT Oregon Department of Transportation
OJT On-the-Job Training
OMB Office of Management and Budget
ORS Oregon Revised Statutes
OTC Oregon Transportation Commission
OTP Oregon Transportation Plan
PS&E Plans, Specifications, and Estimates (including schedule)
PSK Personal Services Contract
STIP Statewide Transportation Improvement Program
USC United States Code
Attachment 3
Page 4 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 3 | 68
USDOT United States Department of Transportation
III. EXHIBITS ATTACHED AND INCORPORATED, ORDER OF PRECEDENCE
1. This Program Agreement includes the following exhibits and attachments, each of which is attached
and fully incorporated into this Program Agreement by this reference:
• Exhibit A – Supplemental Project Authorization (unexecuted form)
o Attachment – Special Provisions: State Highway Work
• Exhibit B – Standard Provisions: Federal Transparency Act Subaward Reporting
• Exhibit C – Standard Provisions: Contract Insurance
• Exhibit D – Standard Provisions: Americans with Disabilities Act Compliance
• Exhibit E – Standard Provisions: Local Bridge Projects
• Exhibit F – Standard Provisions: Right of Way Services
2. Unless a different order is required by law, this Program Agreement shall be interpreted in the
following order of precedence:
a. Fully executed Exhibit A (including all amendments, if any) and any attachments or special
provisions.
b. Standard Provisions, Exhibit B, Exhibit C, and Exhibit D, which apply to all federal-aid projects,
and which may be modified by Special Provision in a Supplemental Project Authorization.
c. Standard Provisions, Exhibit E and Exhibit F, which apply if indicated in the Supplemental
Project Authorization and which may be modified by Special Provision in a Supplemental
Project Authorization.
d. This Program Agreement (including all amendments, if any), less all other exhibits, attachments,
and other documents and information incorporated into this Program Agreement.
e. Any documents and information incorporated into this Program Agreement by reference.
3. In the event of a conflict between two or more of the documents comprising this Program
Agreement, the language in the document with the highest precedence shall control. This provision
survives expiration or termination of the Program Agreement.
IV. CERTIFICATION TERMS AND CONDITIONS
1. Coordination
The Parties shall each assign a liaison to coordinate activities under this Program Agreement and
ensure that the interests of both Parties are considered during all projects. ODOT’s Regional Local
Agency Liaison and/or assigned ODOT Project Contact(s) (both hereafter referred to as “ODOT
Project Contact”) will provide program advice and support, in consultation with the Certification
Program Office, as needed for individual projects. Certified Agency’s “Certification Program Liaison”
shall be a full-time employee of Certified Agency and designated as the single point of contact to
the Certification Program.
2. Scope of Certification
Attachment 3
Page 5 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 4 | 68
a. The Parties agree that City is certified by ODOT to perform work on federal-aid projects in the
following functional areas of the Certification Program (hereinafter “Certified Areas”):
• Consultant contracting: small purchase, intermediate, informal, and formal selection
procedures as appropriate to A&E and non-A&E procurements and within Certified
Agency’s procurement limits; consultant contract administration
• Design (excluding bridge design)
• Construction contracting: advertisement, bid, and award procedures; construction
contract administration
b. Certified Agency understands and agrees that while federal-aid projects may originate from one
or more of Certified Agency’s other divisions or departments, only Certified Agency’s
Development and Public Works Department and Certified Agency’s Certification Program
Liaison, as described in Paragraph IV.1 above, shall provide quality control and oversight,
exercise Certified Agency’s final approval authority for all federal-aid projects authorized under
this Program Agreement, and ensure that the guidance, rules, regulations, and processes
outlined herein are followed.
c. Certified Agency is authorized to:
i. Perform work in Certified Areas on federal-aid projects off the NHS and on projects that are
on locally owned and maintained NHS facilities as agreed to in a Supplemental Project
Authorization entered into under this Program Agreement.
ii. Perform work on federal-aid projects developing transportation plans, facility plans, and
other related planning activities, subject to the terms of the applicable Supplemental
Project Authorization.
iii. Request to perform work on or along the State Highway System or other State-owned
facility, including on or along a State-owned NHS facility, on a per project basis. If approved,
all work is subject to the terms of the applicable Supplemental Project Authorization and
the project-specific requirements set out in the Attachment: Special Provisions: State
Highway Work.
iv. Request to perform work outside the Certified Areas described in Paragraph IV.2.a above on
a per project basis. If approved, all work is subject to the terms of the applicable
Supplemental Project Authorization.
d. Certification is approved by ODOT’s Certification Program Manager with the advice and
recommendation of the applicable ODOT Region Manager and other ODOT technical resource
managers. At any time and in ODOT’s sole discretion, or upon Certified Agency’s request, ODOT
may suspend or rescind certification, as described in Section B of the LAG Manual. The
suspension or rescission may apply to any or all of Certified Agency’s Certified Areas or projects
authorized under the Certification Program.
e. Certified Agency represents that it has the means to provide, and agrees to maintain, adequate
expertise and support staff to perform the functions in the Certified Areas and other work
authorized on federal-aid projects.
i. If Certified Agency does not possess adequate expertise or support staff in-house, the
support staff may include consultants as approved by ODOT, or ODOT may agree to provide
Attachment 3
Page 6 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 5 | 68
the necessary expertise and perform certain functions, to be charged to the applicable
project. However, Certified Agency’s “Person in Responsible Charge” assigned to each
project shall be a full-time employee of the Certified Agency (see 23 CFR 635.105,
Supervising Agency).
ii. Certified Agency shall document its program and project approval authorities by position
title on Certified LPA Approval Authority Form (734-5084), and its key staff by name and
title on Certified LPA Key Qualified Staff Form (734-5091). Certified Agency agrees that the
named positions and individuals have authority to bind Certified Agency as documented on
the identified forms. Certified Agency agrees that any individual who signs a Supplemental
Project Authorization, contract, quality assurance, or other project document on behalf of
Certified Agency shall do so in accordance with Certified Agency’s most current forms 734-
5084 and 734-5091.
f. Certified Agency shall ensure current forms 734-5084 and 734-5091 are submitted to ODOT
within fourteen (14) calendar days of execution of this Program Agreement. Certified Agency
shall notify ODOT of any changes to its approval authorities or key staff as soon as practicable
and shall submit updates on the applicable form. Forms must be submitted to the ODOT
Certification Program Manager with a copy to the ODOT Project Contact.
3. Certification Program Policy and Guidance
a. Certified Agency shall comply with the following Certification Program policy and guidance
documents, which are incorporated herein by this reference:
i. LAG Manual: The program and project requirements of the Certification Program as set out
in the version of the LAG Manual in place at the time the work is performed, unless
otherwise approved in writing by ODOT. This includes but is not limited to the applicable
programs, policies, procedures, manuals, guidelines, standards, approval authorities, forms,
and checklists referenced therein.
ii. Certification Program bulletins: All applicable Certification Program bulletins and other
correspondence received by Certified LPAs identifying updates to the Certification Program
requirements.
b. Certified Agency shall ensure adequate key staff training and shall maintain, update, and submit
for review and approval or acceptance, as required by ODOT, Certified Agency’s “foundational
documents” as described in Section B of the LAG Manual. Required foundational documents for
Certified Agency include the following:
i. Quality Program Plan for Federal-aid Project Delivery (including a plan to ensure and
maintain staff training)
ii. Title VI Program and Plan
iii. ADA Title II Transition Plan
iv. Construction contracting templates (general conditions, bid book, and related contract
documents)
v. Consultant contracting templates (developed and maintained by ODOT, except as otherwise
approved by ODOT)
Attachment 3
Page 7 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 6 | 68
c. Certified Agency shall cooperate fully with the Certification Program Compliance and Oversight
Plan set out in Section B of the LAG Manual, including self-audits and program and project
reviews. If deficiencies are identified by ODOT in Certified Agency’s program or project
documentation or procedures, Certified Agency agrees to participate in the corrective action
process set out in Section B of the LAG Manual, as required by ODOT.
d. Certified Agency is responsible for monitoring and complying with updates to ODOT contracting
templates, technical guidance, manuals, bulletins, memoranda, directives, and other
notifications as applicable to each project authorized under this Program Agreement. The
Parties acknowledge that due to changing technology and ongoing process improvement
efforts, the titles and numbers assigned to forms may be changed during the term of this
Program Agreement. Where provisions within this Program Agreement refer to a particular
form title or number, the intent is to apply the relevant form title(s), form number(s), or
process(es) currently in effect at the time the work is performed as requested by ODOT through
updates to the materials listed in this subsection.
e. Certification Program guidance, forms, and the LAG Manual are available on the ODOT Local
Government page: https://www.oregon.gov/odot/localgov/pages/index.aspx.
V. PROJECTS
Certified Agency agrees to assume responsibility for the overall delivery and daily management of
federal-aid projects authorized under, and subject to the limitations specified in, this Program
Agreement. However, the Parties understand and agree that pursuant to the Stewardship Agreement,
ODOT remains responsible and accountable to FHWA for Certified Agency’s compliance with all
applicable federal laws and requirements. As such, if requested by Certified Agency, or if deemed
necessary by ODOT to meet its obligations to FHWA, ODOT may act for Certified Agency in matters
pertaining to projects. Prior to taking such action, ODOT will confer with Certified Agency concerning
actions necessary to meet federal obligations. Certified Agency grants ODOT or others designated by
ODOT the right to enter onto Certified Agency right of way for performance of duties set forth in this
Program Agreement and all Supplemental Project Authorizations issued hereunder.
1. Demonstration Projects
a. Certified agencies are required to demonstrate competency in each Certified Area. As a
condition of certification, Certified Agency shall present its processes, procedures, and
documentation to the Certification Program Office in accordance with the demonstration
project processes set out in the LAG Manual. The following shall be conducted as part of
one or more demonstration projects the first time Certified Agency performs each activity:
• Consultant contracting:
o Small purchase procedures (A&E)
o Informal and formal procedures (A&E),
o Intermediate and formal procedures (non-A&E)
o Contract administration
• Design (excluding bridge design): project development and preliminary engineering
procedures
Attachment 3
Page 8 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 7 | 68
• Construction contracting: advertisement, bid, and award procedures; construction
contract administration
b. For each activity, the Certification Program Office, in consultation with the applicable ODOT
technical resource(s), will conduct a compliance review. If the compliance review reveals
any deficiencies, Certified Agency shall work with the Certification Program Office and the
ODOT Project Contact to develop and implement a corrective action plan. If one or more
Certified Areas are inapplicable to the first project, Certified Agency shall demonstrate
competency in those areas at the first opportunity during a subsequent project.
c. Upon Certified Agency’s successful completion of the demonstration projects for each
Certified Area, and written approval by ODOT, Certified Agency shall be certified to
administer future federal-aid projects, in accordance with this Program Agreement.
2. Supplemental Project Authorizations
a. Through this Program Agreement and on a project-by-project basis, ODOT authorizes
Certified Agency to deliver federal-aid projects, including performing project work in
Certified Areas and other related work necessary to deliver the approved project, subject to
ODOT’s oversight and retained responsibilities.
b. Certified Agency Projects: Certified Agency’s authority to deliver a specific federal-aid
project shall be written in the form of a Supplemental Project Authorization, substantially in
the form of Exhibit A, except as provided in subsection c of this Paragraph. Each
Supplemental Project Authorization must be within the scope of this Program Agreement.
c. Certified Agency delivery of a project on behalf of a non-certified agency: With prior
approval from the ODOT Certification Program Manager and the ODOT Project Contact,
Certified Agency may deliver a federal-aid project on behalf of a non-certified LPA. This
arrangement is known as “certified on behalf of” or “COBO” project delivery. Certified
Agency’s authority to deliver a federal-aid project on behalf of a non-certified agency shall
be written in the form of a modified Supplemental Project Authorization, Exhibit A that
includes special provisions specifying the terms of agreement, including party obligations
and cost responsibilities between ODOT, Certified Agency and the non-certified LPA(s).
d. Each Supplemental Project Authorization issued hereunder shall at a minimum meet the
following requirements:
i. Be signed by all Parties before any reimbursable work begins on the federal-aid project.
At least one (1) of Certified Agency’s approval authorities, as described in Paragraph
IV.2.e above, is required to sign the Supplemental Project Authorization.
ii. Document project-specific details, including project name, the name and title of
Certified Agency’s Person in Responsible Charge (“Certified Agency Project Contact”),
project location, description of work, project schedule, and funding sources.
iii. Include a description of services or contributions to be provided by ODOT, Certified
Agency, and others, as applicable.
iv. Indicate whether the project is a Demonstration Project as described in Paragraph V.1
above and, if so, describe each activity to be evaluated.
Attachment 3
Page 9 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 8 | 68
v. If the project receives federal funding through Title 23 Code of Federal Regulations
(CFR), be for a project that is consistent with the Regional Transportation Plan and the
Statewide Transportation Improvement Program (STIP) and, if awarded by a
Metropolitan Planning Organization (MPO), be for a project that appears in the MPO’s
Transportation Improvement Program (MTIP).
3. Funding
a. Certified Agency acknowledges that federal funds are provided for projects under this
Program Agreement under Title 23, United States Code, and agrees to meet all applicable
federal requirements.
b. ODOT considers Certified Agency a subrecipient of the federal funds that Certified Agency
receives as reimbursement under the Supplemental Project Authorizations issued under this
Program Agreement, using criteria in 2 CFR 200.331. The Catalog of Federal Domestic
Assistance (CFDA) number and title for this Project is 20.205, Highway Planning and
Construction.
c. “Total Project Cost” means the cost to complete the entire project identified in the
Supplemental Project Authorization, and includes any federal funds, state funds, required
local matching funds, and any other funds. The Total Project Cost is subject to change.
Federal and State funds for a project shall be limited to the amount shown in the Funding
Details section of the Project Details Table in the Supplemental Project Authorization that
authorizes the project. Unless otherwise expressly agreed to in the Supplemental Project
Authorization, Certified Agency shall be responsible for all remaining costs, including any
non-participating costs, all costs in excess of the federal or state funds, and the required
match percentage for all eligible costs.
d. ODOT will submit a separate written project funding request to FHWA requesting approval
of federal-aid participation for each project phase applicable to a project. Any work
performed prior to FHWA’s approval of each funding request or outside the period of
performance will be considered non-participating and shall be paid by Certified Agency.
Certified Agency may not proceed on any activity in which federal-aid participation is
desired or expected until such written notice to proceed for each corresponding phase is
obtained by ODOT. ODOT will notify Certified Agency in writing after authorization to
proceed has been received from FHWA. All work and records of such work shall be in
conformance with FHWA rules and regulations. The federal funding for each project and
project phase is contingent upon approval by FHWA.
e. Certified Agency shall make all payments for work performed on a Project, including all
contractor costs, and invoice ODOT for one hundred percent (100%) of its costs. ODOT will
reimburse approved Certified Agency invoices at the pro-rated federal share shown in the
Funding Details section of the Project Details Table in the Supplemental Project
Authorization for the project. All costs beyond the federal and state reimbursement and any
non-participating costs are the responsibility of Certified Agency and will not be reimbursed
by ODOT unless otherwise agreed to by special provision in an individual Supplemental
Project Authorization.
f. ODOT may exercise reasonable administrative discretion in applying sources of funds to a
Attachment 3
Page 10 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 9 | 68
project. Federal funds shall be applied toward individual project costs at the current
federal-aid matching ratio, unless otherwise agreed to and allowed by law. Certified Agency
shall be responsible for the entire match amount for the federal funds and any portion of
the individual projects which are not covered by federal funding, unless otherwise agreed to
and specified in the Supplemental Project Authorization. Certified Agency must obtain
written approval from the ODOT Program and Funding Services Manager prior to using in-
kind contributions, which must come from a third party, rather than cash to satisfy all or
part of the matching funds requirement for a project.
g. If ODOT performs work on an individual project, ODOT will provide Certified Agency with a
preliminary cost estimate for ODOT’s work with costs broken out by phase (ODOT Cost
Estimate). The initial ODOT Cost Estimate will be provided to Certified Agency prior to
execution of the Supplemental Project Authorization. Prior to the start of each project
phase, ODOT will provide an updated ODOT Cost Estimate for that phase to Certified
Agency. ODOT will make every effort to perform services within the most recent ODOT Cost
Estimate. However, Certified Agency understands that ODOT’s costs are estimates only and
agrees to reimburse ODOT for the actual amount expended, subject to the limitations of
this paragraph. If ODOT anticipates that ODOT’s costs will exceed the most recent ODOT
Cost Estimate, ODOT will notify Certified Agency as soon as possible. Additionally, prior to
ODOT rendering services in excess of ten percent (10%) over the most recent ODOT Cost
Estimate for the project overall or for any given phase, ODOT will obtain Certified Agency’s
written approval. Certified Agency shall not unreasonably withhold approval and shall
provide a response to ODOT within thirty (30) calendar days unless another time frame is
agreed to by the Parties.
h. ODOT will invoice FHWA and Certified Agency for work provided as part of the project.
Certified Agency agrees to reimburse ODOT for work performed for the project upon
receipt of ODOT’s invoice. Failure of Certified Agency to make such payments to ODOT may
result in withholding of Certified Agency’s proportional allocation of State Highway Trust
Funds until such costs are paid.
i. Certified Agency shall pay one hundred percent (100%) of the cost of any item in which
FHWA will not participate (non-participating costs). If Certified Agency has not repaid
non-participating costs, future allocations of federal funds or allocations of State Highway
Trust Funds to Certified Agency may be withheld by ODOT to pay the non-participating
costs. If ODOT approves Certified Agency processes, procedures, or contract administration
outside the LAG Manual that result in items being declared non-participating by FHWA,
responsibility for such items deemed non-participating will be negotiated between Certified
Agency and ODOT.
j. Funding Responsibilities: Certified Agency understands that it is expected to secure funding
sufficient to fully fund the scope of work described in each Supplemental Project
Authorization, including contingencies and accounting for federal-aid project requirements.
Certified Agency acknowledges that changes to federal-aid projects in the STIP affect
ODOT’s overall ability to meet its responsibility to FHWA to timely obligate federal
transportation funds allocated to the State (including funds allocated for local agency
Attachment 3
Page 11 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 10 | 68
projects). It may also negatively impact the State’s ability to meet federal requirements for
obligation of funds and the amount of future federal allocations.
i. Should Certified Agency determine it may be unable to cover its share of costs to
complete a Supplemental Project Authorization, Certified Agency shall notify ODOT as
soon as possible, but no later than June 30th of the year in which the next phase of the
project is due to be obligated. Certified Agency agrees to consult with the ODOT Project
Contact, applicable ODOT Region Manager, and program manager(s) of the program(s)
providing funding for the project. Certified Agency agrees to diligently pursue securing
the additional funding needed to complete the project.
ii. Certified Agency acknowledges changes to the amount of funding of a federal project in
the STIP, including cancellation, are subject to the appropriate project change request
and amendment processes and may require approval of the Oregon Transportation
Commission (OTC) (or approved delegate), or appropriate MPO, and FHWA. Guidance
on STIP amendment requirements is available at:
https://www.oregon.gov/odot/stip/pages/current-future-stip.aspx.
iii. If Certified Agency fails to meet its project funding responsibilities, resulting in project
cancellation, or if ODOT undertakes Certified Agency’s funding responsibilities to avoid
project cancellation, ODOT may restrict Certified Agency’s consideration for future
funding awarded through ODOT and/or decline to enter into a future Supplemental
Project Authorization or other project agreement if, in ODOT’s estimation, Certified
Agency has not demonstrated that the future project is adequately scoped and funded
to complete the project as programmed in the STIP.
iv. For additional provisions regarding cancellation of a project, see Paragraph V.4 below.
Also see termination of a project, Paragraph VII.13.
4. Cancellation of Project
a. Cancellation of a project is subject to the funding provisions in Paragraph V.3 above.
b. Certified Agency shall provide no less than ninety (90) calendar days written notification of
intent to cancel a project unless otherwise agreed to by ODOT.
c. If Certified Agency makes a written request for the cancellation of a federal-aid project,
Certified Agency shall bear one hundred percent (100%) of all costs as of the date of
cancellation. If ODOT was the sole cause of the cancellation, ODOT will bear one hundred
percent (100%) of all costs incurred. If it is determined that the cancellation was caused by
third parties or circumstances beyond the control of ODOT or Certified Agency and if
repayment of federal funds is required, Certified Agency shall bear all costs, whether incurred
by ODOT or Certified Agency, either directly or through contract services, except that ODOT
will bear any ODOT administrative costs (including ODOT’s staff time, legal costs, and
expenses) related to cancellation of the project.
d. Project cancellation is subject to ODOT approval. ODOT will not unreasonably withhold
approval of cancellation. However, there may be circumstances, including federal funding
considerations or minimum federal responsibility requirements, which could cause
cancellation to be denied.
Attachment 3
Page 12 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 11 | 68
e. For termination of a project, see Paragraph VII.13.
5. Invoices for Project Progress Billing
a. Certified Agency shall present invoices for one hundred percent (100%) of actual costs
incurred by Certified Agency on behalf of each project directly to the ODOT Project Contact
for review, approval, and reimbursement to Certified Agency. Costs will be reimbursed
consistent with federal funding provisions and the Supplemental Project Authorization for
the project.
b. Each of Certified Agency’s invoices must include all of the following: a) invoice number; b)
vendor number; c) “remit to” name and address; d) this Program Agreement number
73000-00029336; e) ODOT’s Expenditure Account number; f) ODOT’s Supplemental Project
Authorization number; g) the project name in the Supplemental Project Authorization; and
h) itemization and explanation for all expenditures for which reimbursement is claimed,
including supporting documents and information as needed to verify the federal eligibility
of costs incurred during the billing cycle.
c. In order to be paid, each invoice received from Certified Agency must obtain approval from
the ODOT Project Contact. Certified Agency's actual costs eligible for federal-aid or ODOT
participation shall be those allowable under the provisions of the Federal-Aid Policy Guide
(FAPG), Title 23 CFR Parts 1, 140 and 710.
d. Upon receipt of an invoice, which meets the above invoice requirements, from Certified
Agency that requests expedited payment of construction contract expenditures (“Expedited
Construction Invoice”), ODOT will reimburse Certified Agency within ten (10) business days
of the date of receipt.
e. Certified Agency shall submit invoices for project progress billings at least quarterly but not
more frequently than monthly, based on actual expenditures to date. Partial billing invoices
(progress payment requests) shall be submitted to ODOT within ninety (90) calendar days
from the date that costs are expended. Final invoices shall be submitted to ODOT for
processing within forty-five (45) calendar days from the end of each funding phase
identified in the Supplemental Project Authorization. Invoices submitted more than forty-
five (45) calendar days after the period of performance (defined in 2 CFR 200.1) may not be
eligible for reimbursement by FHWA.
f. When calculating the period of performance, the Parties agree to include at least ninety
(90) calendar days for Certified Agency’s closeout processes at the end of the project.
g. ODOT will submit all claims received from Certified Agency for federal-aid participation to
FHWA and compile accurate cost accounting records. ODOT will pay Certified Agency all
reimbursable costs on each project subject to the funding limitations in Paragraph V.3
above. Certified Agency shall provide ODOT with a statement of costs to date upon written
request by ODOT. When the actual total cost of each project has been computed, Certified
Agency shall furnish ODOT with an itemized statement of final costs.
h. Using the Quarterly Report Form 734-5034 referenced in Paragraph V.6 below, or other
format as required by project special provision or updated Certification Program guidance,
Certified Agency shall report the final cost of each phase of each project to the ODOT
Attachment 3
Page 13 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 12 | 68
Project Contact at the completion of each phase, as well as the Total Project Cost at the end
of the project.
6. Quarterly Reporting
Certified Agency shall submit contracting data and financial progress reports for each project
covered under this Program Agreement as follows and as required by any project special
provisions:
a. Agency shall submit quarterly progress reports using the Certified Local Public Agency
Quarterly Report Form 734-5034 (Quarterly Report), included by reference and made a part
of this Agreement.
b. Quarterly Reports are due by April 20th for the period January through March, July 20th for
the period April through June, October 20th for the period July through September, and
January 20th for the period October through December. Quarterly Reports shall be
submitted in accordance with the Quarterly Report form instructions and with the terms of
the Supplemental Project Authorization until ODOT issues the project acceptance
document.
c. A sample Quarterly Report form and instructions are available at the following website
under “Compliance – Forms & Guidance”:
https://www.oregon.gov/ODOT/LocalGov/Pages/Certification-Guidance-
Forms.aspx#applications.
7. Repayment
a. Certified Agency shall refund to ODOT all federal funds paid to Certified Agency, if FHWA
requests such funds be returned by ODOT because Certified Agency has not followed a
requirement, process, rule, or procedure outlined in Certified Agency’s procedures, this
Program Agreement, federal law, or a Supplemental Project Authorization. Certified Agency
shall refund such federal funds to ODOT within thirty (30) calendar days of ODOT’s written
notification. If Certified Agency does not repay ODOT within thirty (30) calendar days, ODOT
may withhold Certified Agency’s proportionate share of State Highway Trust Fund
distribution until repayment has been made in full.
b. Projects for acquisition of right-of-way: Upon ODOT’s written request and as directed by
FHWA in accordance with 23 CFR 630.112(c), Certified Agency shall reimburse ODOT for
federal-aid funds distributed to Certified Agency for the acquisition of right-of-way if actual
construction of a road or transportation improvement on this right-of-way is not
undertaken by the close of the twentieth (federal) fiscal year following the fiscal year in
which the project is authorized. Certified Agency may submit to the ODOT Project Contact a
written request for a time extension beyond the 20-year limit, and ODOT will forward the
request to FHWA. FHWA may approve this request if it is considered reasonable.
c. This Paragraph V.7 shall survive expiration or termination of this Program Agreement.
8. Indirect Cost Rate(s)
Attachment 3
Page 14 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 13 | 68
a. Certified Agency shall invoice ODOT using the current, approved indirect cost rate(s) on file
with ODOT.
b. As required by 2 CFR 200.332(a)(4), the indirect cost rate(s) for Certified Agency in effect at
the time a Supplemental Project Authorization is written will be identified in the Project
Details Table of the Supplemental Project Authorization. The rate(s) may change during the
term of the Supplemental Project Authorization upon notice to ODOT and ODOT’s
subsequent written approval.
c. If the approved rate(s) change(s) during the term of a Supplemental Project Authorization,
Certified Agency shall invoice ODOT using the current indirect cost rate(s) for the project on
file with ODOT at the time the work is performed. If Certified Agency does not have an
approved indirect cost rate(s) on file with ODOT at the time the work is performed, Certified
Agency shall invoice ODOT using a zero percent (0%) rate.
9. Transportation Planning, Project Development, and Administration Standards
a. Certified Agency agrees that each project authorized under this Program Agreement,
including but not limited to project plans, contract specifications, and estimate documents,
shall, when applicable, comply with the version of each of the following in place at the time
the work is performed:
i. Certified Agency’s Engineering Design Standards & Procedures Manual
ii. Reserved
iii. All AASHTO standards, policies, and guidelines
iv. Oregon Standard Specifications for Construction (Oregon Department of Transportation
and APWA Oregon Chapter) and Certified Agency’s amendments as approved by ODOT,
unless otherwise approved in writing by the ODOT Certification Program Manager
v. Manual on Uniform Traffic Control Devices (MUTCD) and Oregon Supplements
vi. Oregon Temporary Traffic Control Handbook
vii. National Association of City Transportation Officials (NACTO) Urban Bikeway Design
Guide (In the event of a conflict between this guide and the MUTCD and Oregon
Supplements, the MUTCD and Oregon Supplements shall take precedence.)
viii. Transportation Research Board Highway Capacity Manual
ix. Local Agency Certification Procedures found in the LAG Manual
x. Applicable project development and delivery standards, guidance, processes, forms,
and checklists set out in the LAG Manual
xi. Applicable contracting procedures found in the LAG Manual, LPA A&E Requirements
Guide, LPA Non-A&E PSK Requirements Guide, Title 23 and Title 49 USC, and Title 23
and Title 49 CFR
xii. FHWA Contract Administration Core Curriculum Manual
xiii. ODOT Right of Way Manual
Attachment 3
Page 15 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 14 | 68
xiv. ODOT Highway Design Manual
xv. ODOT Bridge Section Load and Resistance Factor Rating (LRFR) Procedures (Use Tier 2
LRFR for bridges designed using AASHTO Load Resistance Factor Design (LRFD).)
xvi. Oregon Transportation Plan (OTP) and associated mode and topic plans
b. Each of the documents, statutes, and administrative rules listed in this Paragraph V.9 are
incorporated herein by reference and made a part of this Program Agreement.
10. Professional, Technical and Expert Services
a. Consultant Services: Certified Agency or others as described in this Paragraph V.10 may
develop transportation plans or perform other planning related activities. Certified Agency
agrees that to engage the services of a professional, technical, or expert services consultant
to perform any work covered by this Program Agreement, Certified Agency is required to
use of one of the following processes to ensure federal reimbursement:
i. Certified Agency shall select A&E and Non-A&E consultants using one of the appropriate
procurement methods for which it is certified (see Paragraph IV.2) or other method as
approved by ODOT.
ii. If Certified Agency seeks to obtain consultant services from another certified LPA, that
certified LPA must have entered into a Certification Program agreement with ODOT to
perform the same consultant services Certified Agency is seeking to use; or Certified
Agency shall follow the processes approved by ODOT for obtaining consultant services
described in Paragraph V.10.a.i above. Such personal services contract(s) shall contain a
description of the work to be performed, a project schedule, and the method of
payment.
b. Design Standards:
i. Certified Agency and ODOT agree that, except as otherwise provided in Paragraph
V.11.b below, project design standards on all local public agency jurisdictional roadway
or street projects, whether on or off the NHS, shall be in compliance with AASHTO
standards. Certified Agency or its consultant shall use either AASHTO’s A Policy on
Geometric Design of Highways and Streets or ODOT’s Resurfacing, Restoration and
Rehabilitation (3R) design standards for 3R projects in the ODOT Highway Design
Manual. Certified Agency or its consultant may use AASHTO standards for vertical
clearance requirements on local public agency jurisdictional roadways or streets. For
bridge projects, Certified Agency shall comply with the design standards specified in
Exhibit E– Standard Provisions: Local Bridge Projects.
ii. Certified Agency agrees that if a project is on the Oregon State Highway System or a
State-owned facility, Certified Agency shall substantially comply with the ODOT Highway
Design Manual, Oregon Standard Specifications for Construction, ODOT CAD Manual
and discipline-specific CAD Manuals, and the project-specific requirements set out in the
Supplemental Project Authorization, including Attachment – Special Provisions: State
Highway Work.
Attachment 3
Page 16 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 15 | 68
iii. Design Exceptions: Certified Agency agrees to comply with the following for design
exceptions:
1. For portions of a project that are on or along the Oregon State Highway System or a
State-owned facility, any design element that does not meet ODOT Highway Design
Manual design standards must be justified and documented by means of a design
exception. ODOT will review any design exceptions on the Oregon State Highway
System and retains authority for said approval.
2. For portions of a project not on or along the Oregon State Highway System, and for
locally owned portions of a project on the NHS, regardless of funding source, any
design element that does not meet AASHTO standards must be justified and
documented by means of a design exception in accordance with Certified Agency’s
design exception procedures, as approved by ODOT.
3. FHWA shall review any design exceptions for projects for which FHWA has retained
authority for approval.
c. Preliminary Engineering:
i. Certified Agency shall, on any project that uses federal funds in project development,
submit final PS&E and related documents, construction schedule, environmental
requirements, and right of way co-certification to the ODOT Project Contact at least six
(6) weeks prior to bid opening. ODOT will review such submittals and then submit a
request to FHWA for approval of federal-aid participation for the construction phase
when federal-aid participation is desired in this phase.
ii. ODOT will, as a cost to the project, review, process, and approve or submit for approval
to the federal regulators all environmental statements. If ODOT prepares these
documents, ODOT will offer Certified Agency the opportunity to review and approve the
documents prior to advertising for bids.
iii. Certified Agency shall perform the following project activities, as a federal-aid
participating preliminary engineering function, in accordance with the requirements of
this Program Agreement and any special provisions of the Supplemental Project
Authorization:
1. All necessary field surveys, environmental studies, traffic investigations, foundation
explorations, and hydraulic studies.
2. Acquisition of the necessary rights of way and/or easements in accordance with
Exhibit F– Standard Provisions: Right of Way Services.
3. All preliminary engineering and design work required to produce final plans,
preliminary and final specifications, and cost estimates.
4. All public involvement processes.
5. Identification of and obtaining all required permits necessary for the construction.
(Said permits must include, but are not limited to, state highway access, utility,
railroad, environmental, construction, and approach permits. All pre-construction
permits will be obtained prior to advertisement for construction.)
Attachment 3
Page 17 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 16 | 68
d. Construction Activities and Administration:
i. Certified Agency shall prepare construction contract and bidding documents, advertise
for bid proposals, award all contracts, and conduct all contract administration. Upon
Certified Agency’s award of the construction contract, Certified Agency, or its
consultant, shall be responsible to perform all construction engineering, field testing of
materials, technical inspection, and project manager services for administration of the
contract and making contractor payments.
ii. Certified Agency agrees that the construction contract procurement, administration,
quality control, quality assurance, and material sampling and testing shall be in
accordance with Certified Agency’s current ODOT-approved standards for federal-aid
projects as set out in Certified Agency’s Quality Program Plan and the LAG Manual, or
Certified Agency may use ODOT’s current Construction Manual and the LAG Manual.
iii. Certified Agency shall include in each solicitation and contract the applicable prevailing
wage rates for federal-aid projects in accordance with the federal Davis-Bacon Act and
ORS 279C.830. Certified Agency shall monitor labor compliance and prevailing wage rate
compliance.
e. Contractor Claims and Contract Change Orders: Certified Agency shall follow Certified
Agency’s procedures for contractor claims and contract change orders as described in
Certified Agency’s standards for federal-aid projects and as outlined in the Approval
Authority Matrix (734-5191) and the LAG Manual. Certified Agency’s contract specifications
must include a process for dispute and claim resolution.
f. Bridge: When a project is identified as a Bridge project in an applicable Supplemental
Project Authorization, Certified Agency agrees to conform to the Local Bridge Program
Project requirements in Exhibit E– Standard Provisions: Local Bridge Projects.
g. Right of Way:
i. All construction projects must have right of way co-certification coordinated through
ODOT to declare compliance and project readiness for construction, including projects
where no federal funds were used for right of way, but where federal funds were used
for any other project phase. ODOT will, as a cost to the project, coordinate co-
certification of the right of way and provide oversight and monitoring as applicable to
the project.
ii. For any project that includes acquisition of right of way or has the potential of requiring
right of way, Certified Agency shall:
1. Comply with ODOT-established policies, procedures, and guidance set forth in the
LAG Manual and the ODOT Right of Way Manual for acquisition of right of way in
federal-aid projects.
2. Conform to the Right of Way Services requirements in Exhibit F– Standard Provisions:
Right of Way Services.
iii. Exhibit F sets forth the responsibilities and activities to be accomplished by each Party,
except as modified by the Supplemental Project Authorization.
Attachment 3
Page 18 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 17 | 68
h. Utilities and Railroads:
i. Certified Agency shall follow federal and state law, ODOT-established policies,
procedures, and the guidance set forth in the LAG Manual for utility relocation and
railroad crossings in federal-aid projects.
ii. For privately or publicly owned utilities, Certified Agency or its consultant shall provide
copies of all signed utility notifications, agreements, and utility certification to ODOT’s
State Utility and Railroad Liaison for co-certification. Only those utility relocations which
are eligible for reimbursement under the FAPG, Title 23 CFR part 645 subparts A and B,
shall be included in the Total Project Cost; all other utility relocations shall be the
responsibility of Certified Agency. Certified Agency shall not perform any utility work on
state highway right of way without first receiving written authorization from ODOT.
iii. For projects involving railroad work, only those costs allowable under Title 23 CFR Part
140 subpart I, and Title 23 Part 646, Subpart B shall be included in the Total Project Cost;
all other costs associated with railroad work will be the responsibility of Certified
Agency.
i. Grade Change Liability: Certified Agency agrees that all acts necessary to complete
construction of a project which may alter or change the grade of existing city streets are
being accomplished by the City as part of a Certified Agency project, and not by ODOT.
Approval of plans by ODOT shall not subject ODOT to liability under ORS 105.760 for change
of grade.
j. Maintenance Responsibilities:
i. General: Certified Agency shall, at its own expense, maintain, operate, and provide
power for the project as needed upon project completion at a minimum level that is
consistent with normal depreciation and service demand throughout the useful life of
the project, unless otherwise specified in the Supplemental Project Authorization. The
useful life of the project is defined in the Supplemental Project Authorization. ODOT
may conduct periodic inspections during the useful life of the project to verify that the
project is properly maintained and continues to serve the purpose for which federal
funds were provided. Maintenance and power responsibilities shall survive any
termination of the Supplemental Project Authorization and this Program Agreement. If
the project includes or affects a state highway, Paragraph IV.10.j.ii below shall also
apply.
ii. Maintenance of a state highway: Unless otherwise agreed to in the Supplemental Project
Authorization or a fully executed maintenance agreement that covers the project-
specific improvements, Certified Agency shall, at its own expense, be responsible for all
maintenance, operation, repair, replacement, and removal of any project-specific
improvements constructed or installed on a state highway as part of a Certified Agency
Project. Maintenance responsibilities shall survive expiration or termination of the
Supplemental Project Authorization and this Program Agreement.
11. Civil Rights
a. General Requirements:
Attachment 3
Page 19 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 18 | 68
i. Certified Agency shall follow ODOT’s federally required and FHWA-approved civil rights
programs and associated procedures, which are set out in the LAG Manual.
ii. ODOT’s Office of Equity and Civil Rights will determine, establish, and assign civil rights
goals and contract provisions to be included in Certified Agency’s consultant and
construction contracts as set out in the LAG manual. Certified Agency shall include the
applicable goals and provisions in the solicitation documents for each contract prior to
advertising. Certified Agency is responsible for monitoring contractor compliance and
enforcing the civil rights goals and program provisions included in its contracts funded
under this Agreement.
b. Americans with Disabilities Act (ADA): Certified Agency shall:
i. Ensure that its activities under this Program Agreement and each Supplemental Project
Authorization issued hereunder comply with Section 504 of the Rehabilitation Act of
1973 and the Americans with Disabilities Act of 1990 as amended (together, “ADA”). All
work product produced under this Program Agreement or any Supplemental Project
Authorization issued hereunder shall be ADA-compliant.
ii. Conform with the ADA requirements in Exhibit D – Standard Provisions: Americans with
Disabilities Act Compliance, as specified in the Supplemental Project Authorization.
iii. Consider ADA issues from the beginning of project development, through the entire
project process, including project closure. Certified Agency understands and agrees to
comply with the ADA requirements listed in the LAG Manual, including but not limited
to maintaining a Title II Transition Plan and submitting it to ODOT for review.
c. Title VI:
i. Certified Agency agrees to comply with all the requirements imposed by Title VI of the
Civil Rights Act of 1964, Title 49 CFR part 21, and Executive Order 11246, relative to the
employment practices under any contract awarded in conjunction with this Agreement.
If Certified Agency fails to comply with any federal or state Civil Rights requirements
identified in this Agreement, sanctions may be imposed by FHWA or ODOT as
appropriate, including, but not limited to:
1. Withholding of payments to Certified Agency under this Agreement until Certified
Agency causes compliance, or
2. Cancellation, termination, or suspension of this Agreement, in whole or in part.
ii. Certified Agency shall consider Title VI issues from the beginning of project
development, through the entire project process, including project closure. Certified
Agency understands and agrees to comply with the Title VI requirements listed in the
LAG Manual, including but not limited to maintaining a Title VI Program and Plan and
submitting Annual Title VI Accomplishment Reports to the address shown in Paragraph
IV.11.b.iii below.
iii. Complaint Procedures: Certified Agency shall comply with Title VI by referring all Civil
Rights discrimination complaints to ODOT’s Office of Equity and Civil Rights; and
Certified Agency must include the following language in any of its contracts under the
Attachment 3
Page 20 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 19 | 68
Certification Program:
Any person who believes that he/she has been excluded from participation
in, denied benefits or services of any program or activity administered by
the Department or its subrecipients, consultants, and contractors on the
basis of age, disability, race, color, national origin, sex, or income status
may bring forth a complaint of discrimination under Title VI and related
statutes to the Oregon Department of Transportation, Office of Equity and
Civil Rights, Attn: Title VI/EJ/ADA Manager, 800 Airport Rd SE, Salem OR
97301; ODOT.TITLEVI@odot.oregon.gov; (503)986-3870.
d. Disadvantaged Business Enterprise (DBE):
i. Certified Agency agrees to follow the ODOT DBE Program Plan, available at:
https://www.oregon.gov/ODOT/CS/CIVILRIGHTS/Pages/dbe_prog_plan.aspx. For
additional information about the DBE Program and DBE Program Plan, contact the
Oregon Department of Transportation, Office of Equity and Civil Rights, Attn: DBE
Program Manager, 800 Airport Rd SE, Salem, OR 97301;
ocrinforequest@odot.oregon.gov; Phone: (503) 986-4350 or FAX: (503) 986-6382.
ii. Certified Agency and its contractors and subcontractors shall not discriminate on the
basis of race, color, national origin, sex, sexual orientation, or gender identity in the
award and performance of any USDOT-assisted contract or in the administration of its
DBE program or the requirements of 49 CFR part 26. Certified Agency shall take all
necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the
award and administration of USDOT-assisted contracts. State’s DBE program, as
required by 49 CFR part 26 and as approved by USDOT, is incorporated by reference in
this Program Agreement. Implementation of this program is a legal obligation and
failure to carry out its terms shall be treated as a violation of this Program Agreement.
Upon notification to Certified Agency of its failure to carry out its approved program,
the USDOT may impose sanctions as provided for under Part 26 and may, in appropriate
cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud
Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).
iii. Certified Agency shall include in all transportation contracting solicitations and
contracts, relative to receiving federal-aid, the following assurance:
The contractor, subrecipient or subcontractor shall not discriminate on the
basis of race, color, national origin, or sex in the performance of this
contract. The contractor shall carry out applicable requirements of 49 CFR
part 26 in the award and administration of DOT-assisted contracts. Failure
by the contractor to carry out these requirements is a material breach of
this contract, which may result in the termination of this contract or such
other remedy as the recipient deems appropriate, which may include, but
is not limited to: (1) withholding monthly progress payments; (2) assessing
sanctions; (3) liquidated damages; and/or (4) disqualifying the contractor
from future bidding as non-responsible. Each subcontract the contractor
signs with a subcontractor must include the assurance in this paragraph
(see 49 CFR 26.13(b)).
Attachment 3
Page 21 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 20 | 68
iv. Certified Agency shall follow the procedures set out in the LAG Manual and the
applicable LPA A&E Requirements Guide or the LPA Non-A&E PSK Requirements Guide to
request or assign DBE contract goals and ensure the appropriate DBE provisions and
goals are incorporated in the solicitation documents prior to Certified Agency
advertising a request for bids or proposals on projects financed in whole or in part with
federal funds. Certified Agency also agrees to include and enforce the applicable
provisions and goals in each resulting contract. Failure by Certified Agency to carry out
these requirements on any project is a material breach of contract, which may result in
the termination of the Supplemental Project Authorization or this Program Agreement
or such other remedy as State deems appropriate. Federal regulations Title 49 CFR part
26 are also incorporated into this Program Agreement by this reference and shall be
made a part of the contract specifications of any contract entered into by Certified
Agency for delivery of a project under this Program Agreement.
v. Certified Agency shall submit additional civil rights forms and reports to ODOT as
required in the LAG Manual, the LPA A&E Requirements Guide and the LPA Non-A&E PSK
Requirements Guide as applicable.
e. Equal Employment Opportunity Program (EEO) and On-the-Job Training
(OJT)/Apprenticeship:
i. Certified Agency, its contractors, and subcontractors shall not discriminate on the basis
of age, disability, race, color, national origin, sex, sexual orientation, gender identity,
income status, or religion in the award, administration, and performance of any federal-
aid contract in the administration of EEO and OJT/Apprenticeship requirements under
Title 23 CFR Part 230.
ii. Certified Agency shall ensure that the OJT/Apprenticeship requirements are a part of all
solicitations for bids on all federal-aid construction contracts or subcontracts of ten
thousand dollars ($10,000) or more and when an OJT/ Apprenticeship goal is assigned
and is in implementation of Title 23 USC Section 140(a).
iii. Certified Agency shall ensure that EEO requirements are a part of all solicitations for
bids on all federal-aid construction contracts or subcontracts of ten thousand dollars
($10,000) or more. Title 23, USC, Section 140, Equal Employment Opportunity, as in
effect on May 1, 1982, is incorporated herein by reference and shall be made a part of
any construction contract specifications and this Program Agreement. Federal
regulations Title 23 CFR part 230 are also incorporated into this Program Agreement by
this reference and shall be made a part of the construction contract specifications of any
construction contract entered into by Certified Agency for delivery of a project under
this Program Agreement.
f. ODOT Support:
i. ODOT will make available to Certified Agency, by electronic medium, all current and
pertinent ODOT civil rights forms and provisions.
ii. ODOT will provide support to Certified Agency with program training, compliance
monitoring, and on-site reviews (as needed) for civil rights programs. If ODOT acts on
behalf of Certified Agency regarding civil rights contract administration activities, ODOT
Attachment 3
Page 22 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 21 | 68
will report any discrepancies or issues to Certified Agency, not the contractor. Certified
Agency maintains responsibility to uphold the DBE program requirements with each
contractor.
iii. Resources and ODOT Office of Equity and Civil Rights contact information links:
• Non-construction contracts-related e-mailbox (consultant contracts):
ocr.psk@odot.oregon.gov
• Construction contracts goal request e-mailbox:
OCRGOALSREQUEST@odot.oregon.gov
• Construction contracts-related forms e-mailbox:
OCRINFOREQUEST@odot.oregon.gov
• Office of Civil Rights page:
https://www.oregon.gov/odot/business/ocr/pages/index.aspx
• Forms page (DBE, Title VI, and ADA, other):
https://www.oregon.gov/odot/Business/OCR/Pages/Forms.aspx
VI. OTHER FEDERAL PROVISIONS
1. Single Audit Act
Certified Agency shall follow the requirements stated in the Single Audit Act. Agencies
expending seven hundred and fifty thousand dollars ($750,000) or more in federal funds (from
all sources) in a fiscal year shall have a single organization-wide audit conducted in accordance
with the provisions of 2 CFR part 200, subpart F. Agencies expending less than seven hundred
and fifty thousand dollars ($750,000) in a fiscal year are exempt from federal audit
requirements for that year. Records must be available for review or audit by appropriate
officials as provided in Paragraph VI.4 herein. The cost of this audit can be partially prorated to
the federal program.
2. Cargo Preference Act
Certified Agency shall ensure compliance with the Cargo Preference Act and implementing
regulations (46 CFR Part 381) for use of United States flag ocean vessels transporting materials
or equipment acquired specifically for the project. Strict compliance is required, including but
not limited to the clauses in 46 CFR 381.7(a) and (b), which are incorporated herein by
reference. Certified Agency shall include this requirement in each construction or equipment
purchase contract, ensure that contractors include the requirement in their subcontracts, and
further agrees to take such action as required to enforce such requirements.
3. Clean Air Act, Clean Water Act
Certified Agency shall ensure compliance with the Clean Air Act (42 U.S.C. 7401-7671q) and the
Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) as required by 2 CFR
200.326. Certified Agency shall include this requirement in each of its contracts and
subcontracts, and further agrees to take such action as required to enforce such requirements.
4. Buy America and Build America, Buy America
Attachment 3
Page 23 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 22 | 68
Certified Agency and its contractors and subcontractors shall comply with the Buy America
requirements established in Section 635.410 Title 23, Code of Federal Regulations and the
Intermodal Surface Transportation Efficiency Act, as amended by the Infrastructure Investment
and Jobs Act, Pub. L. No. 117-58, which includes the Build America, Buy America Act, Pub. L. No.
117-58, Sections 70901-70941, and all applicable USDOT implementing regulations and
guidance. Certified Agency shall include these requirements in each of its contracts and
subcontracts, and further agrees to take such action as required to enforce such requirements.
5. Federal Transparency Act Subaward Reporting
As applicable to each Supplemental Project Authorization, Certified Agency agrees to provide to
ODOT the subaward reporting information required to comply with the Federal Funding
Accountability and Transparency Act of 2006 (Pub. L. 109–282), as amended by section 6202 of
Public Law 110–252 (”Federal Transparency Act”) in accordance with Exhibit B – Standard
Provisions: Federal Transparency Act Subaward Reporting. See CFR Appendix A to Part 170,
Title 2.
6. Lobbying Restrictions
Certified Agency certifies by signing this Program Agreement and upon signing each
Supplemental Project Authorization issued hereunder that:
a. No federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee
of any federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any federal contract,
the making of any federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
b. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with any federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit, for each Supplemental Project
Authorization, Standard Form-LLL “Disclosure Form to Report Lobbying,” in accordance with
its instructions.
c. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subgrants, and contracts and subcontracts
under grants, subgrants, loans, and cooperative agreements) which exceed one hundred
thousand dollars ($100,000), and that all such subrecipients shall certify and disclose
accordingly.
d. This certification is a material representation of fact upon which reliance was placed when
this transaction was made or entered into. Submission of this certification is a prerequisite
for making or entering into this transaction imposed by Title 31, USC Section 1352.
Attachment 3
Page 24 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 23 | 68
e. Any person who fails to file the required certification shall be subject to a civil penalty of not
less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars
($100,000) for each such failure.
7. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Non-
procurement and Lower Tier Covered Transactions
Certified Agency agrees to fulfill the responsibilities imposed by 2 CFR Part 1200 and 2 CFR Part
180 regarding debarment, suspension, and other responsibility matters for its principals and all
covered lower-tier transactions. Upon execution of each Supplemental Project Authorization
issued under this Program Agreement, Certified Agency is considered a participant in a covered
transaction. By signing a Supplemental Project Authorization, Certified Agency is providing the
certification for its principals required in Subpart C to 2 CFR Part 180 that its principals are not
excluded or disqualified from participating in a covered transaction with a federal agency. See
the federal System for Award Management website to determine whether a person is excluded:
https://www.sam.gov.
VII. GENERAL PROVISIONS
1. Compliance with Applicable Laws
Certified Agency shall comply with all applicable federal, state, and local laws, regulations,
executive orders, and ordinances applicable to the work under this Program Agreement and all
Supplemental Project Authorizations issued hereunder, including, but not limited to, the
provisions of ORS Chapters 279A, 279B, and 279C (Public Contracting Code); Title 23 CFR
Chapter 1, parts 1 (General Management and Administration), 140 (Reimbursement), 200 (Title
VI Program and Related Statutes—Implementation And Review Procedures), 420 (Planning and
Research Program Administration), 450 (Planning Assistance and Standards), and 710 (Right of
Way and Real Estate); 2 CFR part 1201 (Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards); Title 49 CFR part 26 (DBE Participation); and 2
CFR part 200, subpart F (Audit Requirements); Title 23 USC Federal-Aid Highway Act; Title 41,
Chapter 1, USC 51-58 (Anti-Kickback Act); Title 42 USC; local contract review board contracting
rules, and Certified Agency’s applicable contracting rules of procedure adopted pursuant
279A.060 and 279A.065(5). Certified Agency expressly agrees to comply with (i) Title VI of Civil
Rights Act of 1964; (ii) Title V and Section 504 of the Rehabilitation Act of 1973; (iii) the
Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) all regulations and
administrative rules established pursuant to the foregoing laws; and (v) all other applicable
requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.
2. Records
a. Certified Agency shall maintain all program and project documentation in keeping with
State and FHWA standards. This shall include, but is not limited to, daily work records,
planning products, work program, and all other actions necessary to carry out the
transportation planning and project delivery processes. Certified Agency is responsible for
using its procedures, subject to approval by ODOT, for program and project documentation
and long-term retention of documentation.
Attachment 3
Page 25 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 24 | 68
b. Certified Agency shall retain and keep all program and project files and records for a
minimum of six (6) years following the date of final voucher to FHWA, unless a different
period is required by law. This includes financial records, supporting documents, statistical
records, and all other Certified Agency records pertinent to projects authorized under this
Program Agreement. Copies of such records and accounts shall be made available upon
request. For real property and equipment, the retention period starts from the date of
disposition (2 CFR 1201). Also see the applicable Secretary of State Retention Schedule OAR
Chapter 166, Division 150 for counties and special districts. If any litigation, claim, or audit is
started before the end of the retention period, Certified Agency shall retain the records
until all litigation, claims, or audit findings involving the records have been resolved and
final action taken.
c. In all contracts, Certified Agency shall expressly require that the contractor and
subcontractor(s) maintain all records related to the project and keep the records accessible
and available at reasonable times and places for the following minimum periods: six (6)
years for personal services contracts and three (3) years for construction contracts, unless
another minimum period is set forth in the current, relevant contract template provided by
ODOT to Certification Agency, or unless a different period is required by law. Such minimum
records maintenance period begins on the date of final payment under the contract or
subcontract or the conclusion of any audit, controversy, or litigation arising out of or related
to the contract with Certified Agency, whichever date is later. This includes, but is not
limited to:
i. daily work records, planning products, planning processes, data gathered; and
ii. related documents relevant to the performance of the work and payment of costs in
conformance with law, and other applicable contract requirements. Such documents
include, but are not limited to, documents demonstrating completion of the work.
d. Certified Agency acknowledges and agrees that ODOT, the Oregon Secretary of State’s
Office, USDOT Office of Inspector General, FHWA, any other federal government agency,
and their duly authorized representatives shall have access to such fiscal records and other
books, project documents, papers, plans, and writings of Certified Agency pertaining to
work covered by this Program Agreement and any Supplemental Project Authorizations
issued hereunder to perform examinations and audits and make excerpts and transcripts.
e. This Paragraph VII.2 shall survive expiration or termination of this Program Agreement.
3. No Third Party Beneficiaries to Program Agreement
ODOT and Certified Agency are the only parties to this Program Agreement and are the only
parties entitled to enforce its terms. Nothing in this Program Agreement gives, is intended to
give, or will be construed to give or provide, any benefit or right, whether directly, indirectly, or
otherwise, to third persons unless such third persons are individually identified by name herein,
or within a specific Supplemental Project Authorization by special provision, and expressly
described as intended beneficiaries of the terms of this Program Agreement. This Paragraph
VII.3 shall survive expiration or termination of this Program Agreement.
4. Independent Contractor
Attachment 3
Page 26 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 25 | 68
Certified Agency shall perform the activities under this Program Agreement and any
Supplemental Project Authorization issued hereunder as an independent contractor, and shall
be exclusively responsible for all costs and expenses related to its employment of individuals to
perform the work under this Program Agreement and any Supplemental Project Authorization
issued hereunder, including, but not limited to, retirement contributions, workers’
compensation, unemployment taxes, and state and federal income tax withholdings. This
Paragraph VII.4 shall survive expiration or termination of this Program Agreement.
5. Contribution and Contract-Related Indemnification
a. For purposes of this Paragraph VII.5, the term “State” means “the State of Oregon, the
Oregon Transportation Commission, the Oregon Department of Transportation, and their
respective officers, members, agents, and employees.” This definition applies to both the
application of Paragraph VII.5 to this Program Agreement and to any Supplemental Project
Authorization issued under this Program Agreement.
b. Contribution:
i. If any third party makes any claim or brings any action, suit, or proceeding alleging a tort
as now or hereafter defined in ORS 30.260 ("Third Party Claim") against State or
Certified Agency with respect to which the other Party may have liability, the notified
Party must promptly notify the other Party in writing of the Third Party Claim and
deliver to the other Party a copy of the claim, process, and all legal pleadings with
respect to the Third Party Claim. Each Party is entitled to participate in the defense of a
Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing.
Receipt by a Party of the notice and copies required in this paragraph and meaningful
opportunity for the Party to participate in the investigation, defense, and settlement of
the Third Party Claim with counsel of its own choosing are conditions precedent to that
Party’s liability with respect to the Third Party Claim.
ii. Except as otherwise provided in Paragraph VII.5.c below, with respect to a Third Party
Claim for which State is jointly liable with Certified Agency (or would be if joined in the
Third Party Claim), State shall contribute to the amount of expenses (including
attorneys’ fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred and paid or payable by Certified Agency in such proportion as is
appropriate to reflect the relative fault of State on the one hand and of Certified Agency
on the other hand in connection with the events which resulted in such expenses,
judgments, fines, or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of State on the one hand and of Certified Agency on
the other hand shall be determined by reference to, among other things, the Parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent
the circumstances resulting in such expenses, judgments, fines, or settlement amounts.
State’s contribution amount in any instance is capped to the same extent it would have
been capped under Oregon law, including the Oregon Tort Claims Act, ORS 30.260 to
30.300, if State had sole liability in the proceeding.
iii. Except as otherwise provided in Paragraph VII.5.c below, with respect to a Third Party
Claim for which Certified Agency is jointly liable with State (or would be if joined in the
Attachment 3
Page 27 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 26 | 68
Third Party Claim), Certified Agency shall contribute to the amount of expenses
(including attorneys’ fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred and paid or payable by State in such proportion as is
appropriate to reflect the relative fault of Certified Agency on the one hand and of State
on the other hand in connection with the events which resulted in such expenses,
judgments, fines, or settlement amounts, as well as any other relevant equitable
considerations. The relative fault of Certified Agency on the one hand and of State on
the other hand shall be determined by reference to, among other things, the Parties'
relative intent, knowledge, access to information, and opportunity to correct or prevent
the circumstances resulting in such expenses, judgments, fines, or settlement amounts.
Certified Agency's contribution amount in any instance is capped to the same extent it
would have been capped under Oregon law, including the Oregon Tort Claims Act, ORS
30.260 to 30.300, if it had sole liability in the proceeding.
c. Contract-Related Indemnification: Notwithstanding Paragraph VII.5.b, and subject to any
limitations imposed by State law and the Oregon Constitution, Certified Agency agrees to
the following contract-related indemnification for all projects authorized under this
Program Agreement:
Where Certified Agency contracts for services or performs project management for a
project, Certified Agency shall accept all responsibility, defend lawsuits, indemnify, and
hold State harmless for all contract-related claims and suits. This includes, but is not
limited to, all contract claims or suits brought by any contractor, whether arising out of
the contractor’s work, Certified Agency's supervision of any individual project or
contract, or Certified Agency’s failure to comply with the terms of this Program
Agreement or any Supplemental Project Authorization.
d. This Paragraph VII.5 shall survive expiration or termination of this Program Agreement.
6. Dispute Resolution
a. The Parties agree to take a proactive, collaborative approach to managing program and
project communications and to document and escalate project issues as outlined in Section
C, Chapter 1 of the LAG Manual.
b. The Parties shall attempt in good faith to resolve any dispute arising out of this Program
Agreement or any Supplemental Project Authorization issued hereunder. In addition, the
Parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding
arbitration) to resolve the dispute short of litigation. This Paragraph VII.6.b shall survive
expiration or termination of this Program Agreement.
7. Remedies
a. For purposes of this Paragraph VII.7, the term “this Agreement” means either this Program
Agreement or any Supplemental Project Authorization issued under this Program
Agreement, as applicable.
b. If Certified Agency fails to meet the requirements of this Agreement or applicable federal
statute or regulation, ODOT may withhold Certified Agency’s proportional share of Highway
Attachment 3
Page 28 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 27 | 68
Fund distribution necessary to reimburse ODOT for costs incurred by such Certified Agency
breach.
c. In the event Certified Agency is in default under this Agreement, ODOT may, at its option,
pursue any or all of the remedies available to it under this Agreement and at law or in
equity. Such remedies are cumulative to the extent the remedies are not inconsistent, and
ODOT may pursue any remedy or remedies singly, collectively, successively, or in any order
whatsoever.
d. In the event ODOT is in default under this Agreement and whether or not Certified Agency
elects to exercise its right to terminate this Agreement or in the event ODOT terminates this
Agreement under Paragraph VII.13, Certified Agency’s sole monetary remedy will be a claim
for unpaid invoices under Paragraph V.5 of this Program Agreement for work completed
according to the requirements of this Agreement and for authorized expenses incurred and
interest within the limits of ORS 293.462, less any claims ODOT has against Certified Agency.
In no event will ODOT be liable to Certified Agency for any expenses related to termination
of this Agreement. If previous amounts paid to Certified Agency exceed the amount due to
Certified Agency, Certified Agency shall promptly pay any excess to ODOT.
e. This Paragraph VII.7 shall survive expiration or termination of this Program Agreement.
8. Certified Agency Contracts and Procurements
a. Contracts: Certified Agency may enter into contract(s) for performance of work under this
Program Agreement, subject to all of the following conditions:
i. All contracts must be in writing, executed by Certified Agency and must incorporate and
pass through all of the applicable requirements of this Program Agreement to the other
party or parties to the contract(s). Use of a contract does not relieve Certified Agency of
its responsibilities under this Program Agreement.
ii. Certified Agency shall include the State of Oregon, the Oregon Transportation
Commission, and the Oregon Department of Transportation as intended third-party
beneficiaries in the terms of Certified Agency’s contract on any project, with express
independent authority to enforce the terms and conditions of the contract.
iii. Certified Agency shall require its construction contractor(s) to name the Oregon
Department of Transportation as an additional or dual obligee on the construction
contractor’s performance bond and payment bond.
iv. Certified Agency shall require its contractor(s) to comply with the indemnification
requirements in Paragraph VII.9.
v. Certified Agency shall require its contractor(s) to comply with the insurance
requirements in Paragraph VII.10.
vi. Certified Agency shall provide ODOT with a copy of each signed contract, as well as any
other purchasing or contracting documentation, upon ODOT’s request at any time.
vii. Certified Agency shall report to ODOT any material breach of a term or condition of a
Contract within ten (10) business days of Certified Agency discovering the breach.
Attachment 3
Page 29 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 28 | 68
viii. This Paragraph VII.8.a shall survive expiration or termination of this Agreement.
b. Procurements: Certified Agency shall make purchases of any equipment, materials, or
services for the project under procedures that comply with Oregon law, including all
applicable provisions of the Oregon Public Contracting Code, Oregon Revised Statutes (ORS)
279A, 279B and 279C, and related administrative rules, ensuring that:
i. All applicable clauses required by federal statute, executive orders, and their
implementing regulations are included in each competitive procurement; and
ii. All procurement transactions are conducted in a manner providing full and open
competition.
9. Contractor Indemnification
a. To the fullest extent permitted by law, and except to the extent otherwise void under
ORS 30.140, Certified Agency shall require its contractor(s) that are not units of local
government as defined in ORS 190.003, if any, to indemnify, defend, save, and hold
harmless the State of Oregon, the Oregon Transportation Commission and its members, and
the Oregon Department of Transportation and its officers, employees and agents, from and
against any and all claims, suits, actions, losses, damages, liabilities cost, and expenses
whatsoever, including attorneys’ fees, (hereinafter, referred to individually and collectively
as “Claims”), to the extent such Claims result from, arise out of, or relate to the activities or
omissions of Certified Agency's contractor(s) or Certified Agency’s contractors’
subcontractor(s) or their respective officers, agents, or employees under the resulting
contract or otherwise related to the project. It is the specific intention of the Parties that
State shall, in all instances, except to the extent Claims arise from the negligent or willful
acts or omissions of State, be indemnified for all Claims caused or alleged to be caused by
the Certified Agency’s contractor(s) or Certified Agency’s contractors’ subcontractor(s).
b. Any such indemnification shall also provide that neither Certified Agency's contractor nor
any attorney engaged by Certified Agency's contractor shall defend any claim in the name of
the State of Oregon or any agency of the State of Oregon, nor purport to act as legal
representative of the State of Oregon or any of its agencies, without the prior written
consent of the Oregon Attorney General. The State of Oregon may, at any time at its
election assume its own defense and settlement in the event that it determines that
Certified Agency's contractor is prohibited from defending the State of Oregon, or that
Certified Agency's contractor is not adequately defending the State of Oregon's interests, or
that an important governmental principle is at issue or that it is in the best interests of the
State of Oregon to do so. The State of Oregon reserves all rights to pursue claims it may
have against Certified Agency's contractor(s) or Certified Agency’s contractors’
subcontractor(s) if the State of Oregon elects to assume its own defense.
c. Certified Agency shall include provisions in each of its contracts requiring its contractors to
comply with the indemnification requirements within this Contractor Indemnification
section.
Attachment 3
Page 30 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 29 | 68
d. Certified Agency shall include a provision in each of its contracts requiring its contractor(s)
to include a provision in each of its subcontracts requiring subcontractors to indemnify,
defend, and hold harmless the State in accordance with this Paragraph VII.9.
10. Contract Insurance
a. Certified Agency shall determine insurance requirements and insurance types and amounts
for its contractor, as appropriate, based on the risk of the work outlined within the contract
between Certified Agency and its contractor. Certified Agency shall specify such insurance
requirements and require its contractor(s) to meet the insurance requirements. Insurance
requirements shall not be less than the minimum insurance requirements provided in
Exhibit C – Standard Provisions: Contract Insurance. However, Certified Agency may specify
insurance requirements for its contractor(s) above the minimum insurance requirements
specified in Exhibit C. Certified Agency shall verify that each of its contractor(s) meet the
insurance requirements in Exhibit C.
b. Certified Agency shall obtain proof of the required insurance coverages from any contractor
providing services related to the contract.
c. Certified Agency shall require each of its contractors to require and verify that all
subcontractors of the contractor obtain and maintain insurance coverage that the
contractor deems appropriate based on the risks of the subcontracted work.
d. Certified Agency shall include provisions in each of its contracts requiring contractors to
comply with the insurance requirements within this Paragraph VII.10.
11. Insurance Workers’ Compensation and Employer’s Liability
All employers, including Certified Agency, that employ subject workers who work under this
Program 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. Employer’s Liability Insurance with coverage limits of not less than five hundred
thousand dollars ($500,000) must be included. Certified Agency shall ensure that each of its
contractors complies with these requirements.
12. Term
a. The term of this Program Agreement shall begin on the date all required signatures are
obtained (Program Agreement Effective Date) and shall terminate twenty (20) calendar
years following the Program Agreement Effective Date or upon termination of all
Supplemental Project Authorizations issued under this Program Agreement, whichever is
later.
b. Unless otherwise specified by special provision in a Supplemental Project Authorization, the
term of each Supplemental Project Authorization shall begin on the date all required
signatures are obtained on the Supplemental Project Authorization (Supplemental Project
Authorization Effective Date) and shall terminate upon completion of the Project identified
in that Supplemental Project Authorization and final payment or ten (10) calendar years
following the Supplemental Project Authorization Effective Date, whichever is sooner.
Attachment 3
Page 31 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 30 | 68
13. Termination
a. For purposes of this Paragraph VII.13 only, the term “this Agreement” applies to either this
Program Agreement or any Supplemental Project Authorization issued under the Program
Agreement, as specified in the mutual written consent or notice of termination.
b. This Agreement may be terminated by mutual written consent of all Parties.
c. ODOT may terminate this Agreement effective upon delivery of written notice to Certified
Agency, or at such later date as may be established by ODOT, under any of the following
conditions:
i. If Certified Agency fails to perform the work called for by this Agreement within the
time specified therein or any extension thereof.
ii. If Certified Agency fails to perform any of the other provisions of this Agreement, or so
fails to pursue the work as to endanger performance of this Agreement in accordance
with its terms, and after receipt of written notice from ODOT fails to correct such
failures within thirty (30) calendar days or such longer period as ODOT may authorize in
the notice provided.
iii. If Certified Agency fails to provide payment of its share of the cost of the Project.
d. Certified Agency may terminate this Agreement if ODOT fails to perform its obligations
under any of the provisions of this Agreement, or so fails to pursue the work as to endanger
performance of this Agreement in accordance with its terms, and after receipt of written
notice from Certified Agency fails to correct such failures within thirty (30) calendar days or
such longer period as Certified Agency may authorize in the notice provided.
e. Either Party may terminate this Agreement effective upon delivery of written notice to the
other Party, or at such later date as may be established by the terminating Party, under any
of the following conditions:
i. If either Party fails to receive funding, appropriations, limitations, or other expenditure
authority sufficient to allow either Party, in the exercise of their reasonable
administrative discretion, to continue to make payments for performance under this
Agreement.
ii. If federal or state laws, regulations, or guidelines are modified or interpreted in such a
way that either the work under this Agreement is prohibited or either Party is prohibited
from paying for such work from the planned funding source.
iii. As otherwise expressly provided in this Agreement.
f. Any expiration or termination of this Agreement shall not prejudice any rights or obligations
accrued to the Parties prior to termination.
g. Upon termination, the Parties shall do the following:
i. Immediately cease all activities under this Agreement, unless expressly agreed
otherwise;
ii. Deliver to the other Party all project plans, documents, information, works-in-progress,
work product, and other property that are or would be deliverables under this
Attachment 3
Page 32 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 31 | 68
Agreement; and
iii. Provide the other Party with a detailed summary of all expended costs.
h. If Certified Agency is in default of this Agreement, upon ODOT’s request, Certified Agency
will surrender all project plans, documents, research, objects, or other tangible things
reasonably needed to complete the work that would have been performed by Certified
Agency under this Agreement. Said project plans, documents, research, objects, or other
tangible things do not include any third-party software licenses.
14. Applicability; Amendment; Merger; Waiver; Severability
a. The provisions of this Program Agreement shall apply to all federal-aid Supplemental
Project Authorizations issued hereunder. The provisions of this Program Agreement may be
modified by the special provisions in a fully executed individual Supplemental Project
Authorization. However, any such modification shall apply only to the specific project
identified in that Supplemental Project Authorization. In the event of a conflict, the
Supplemental Project Authorization, including any attachments or exhibits, shall control
over this Program Agreement.
b. This Program Agreement may be modified by mutual consent of both Parties through
execution of an amendment that states such modifications.
c. This Program Agreement, as amended, and all attached and incorporated exhibits, including
any executed Supplemental Project Authorization issued hereunder, and any attachments
and exhibits, constitutes the entire agreement between the Parties on the subject matter
hereof. In the event of conflict, this Program Agreement and the attached exhibits, and any
executed Supplemental Project Authorization (including exhibits or attachments), will
control over the project application and documents provided by Certified Agency to ODOT.
There are no understandings, agreements, or representations, oral or written, not specified
herein regarding this Program Agreement.
d. No waiver, consent, modification, or change of terms of this Program Agreement shall bind
a Party unless in writing and signed by all Parties and all necessary approvals have been
obtained. Such waiver, consent, modification, or change, if made, shall be effective only in
the specific instance and for the specific purpose given. The failure of a Party to enforce any
provision of this Agreement shall not constitute a waiver by that Party of that or any other
provision.
e. If any term or provision of this Program Agreement or a Supplemental Project Authorization
issued hereunder is declared by a court of competent jurisdiction to be invalid,
unenforceable, illegal, or in conflict with any law, the validity of the remaining terms and
provisions shall not be affected, and the rights and obligations of the Parties shall be
construed and enforced as if the Program Agreement or Supplemental Project
Authorization, as applicable, did not contain the particular term or provision held to be
invalid.
15. Signature Authorities; Counterparts
Attachment 3
Page 33 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 32 | 68
a. Each Party certifies and represents that the individuals signing this Program Agreement
have been authorized to enter into and execute this Program Agreement on behalf of the
Party under the direction or approval of its governing body, commission, board, officers,
members, or representatives, and to legally bind the Party.
b. If any Supplemental Project Authorization issued under this Program Agreement exceeds
two hundred and fifty thousand dollars ($250,000) (or other amount authorized by the
Department of Justice), the Department of Justice must review and approve this Program
Agreement, any amendments hereto, and the Supplemental Project Authorization prior to
performance of any work.
c. This Program Agreement may be executed in several counterparts all of which when taken
together shall constitute one agreement binding on all Parties, notwithstanding that all
Parties are not signatories to the same counterpart. Each copy of this Program Agreement
so executed shall constitute an original.
d. Electronic Signatures: The Parties agree that signatures showing on portable document
format (PDF) documents, including but not limited to PDF copies of the Program
Agreement, any Supplemental Project Authorizations, and amendments, submitted or
exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing
Party and are intended to be and can be relied upon by the Parties. ODOT reserves the right
at any time to require the submission of the hard copy originals of any documents.
Attachment 3
Page 34 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 33 | 68
THE PARTIES, by execution of this Program Agreement, hereby acknowledge that their signing
representatives have read this Program Agreement, understand it, and agree to be bound by its terms
and conditions.
CITY OF SPRINGFIELD, acting by and through
its elected officials
By _______________________________
Title _____________________________
Date _____________________________
LEGAL REVIEW APPROVAL (If required by
Certified Agency’s process)
By _______________________________
Certified Agency Legal Counsel
Date _____________________________
Certified Agency Contact:
Kristi Krueger
Capital Engineering Manager
225 5th Street
Springfield, OR 97477
541.726.4584
kkrueger@springfield-or.gov
ODOT Project Contact:
Drake McKee, Region 2, Area 5
Local Agency Liaison
2080 Laura Street
Springfield, OR 97477
541.736.9156
drake.a.mckee@odot.oregon.gov
ODOT Certification Program Contact:
Tiffany Hamilton, Certification Program
Manager
Statewide Programs Unit
355 Capitol St NE
Salem, OR 97301
503.551.6277
ODOTCertification@odot.oregon.gov
STATE OF OREGON, acting by and through its
Department of Transportation
By _______________________________
Delivery and Operations Division
Administrator
Date _____________________________
APPROVAL RECOMMENDED
By_____________________________
Certification Program Manager
Date____________________________
By_____________________________
Region 2 Manager
Date____________________________
APPROVED AS TO LEGAL SUFFICIENCY
By_______________________________
Assistant Attorney General
Date_____________________________
Attachment 3
Page 35 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 34 | 68
Yellow highlighted areas indicate instructions that must be deleted prior to finalization. Gray
highlighted areas indicate fields that need to be completed. Blue text indicates options that need to be
included, revised, or deleted (as applicable to the circumstances).
EXHIBIT A
Oregon Department of Transportation
LOCAL AGENCY CERTIFICATION PROGRAM
Supplemental Project Authorization No.
Under the authority of Certification Program Agreement No. (“Program Agreement”) between
the Oregon Department of Transportation (“State” or “ODOT”) and (“Certified Agency”), dated
, which is hereby incorporated by reference, the Parties agree to Certified Agency delivering the
“Project” shown on the Project Details Table in Section A below (“Project”) as agreed to herein.
A. PROJECT DETAILS TABLE
SPA NUMBER #
Project Key Number:
Project Name:
Project Descrip�on:
Funding Award
Program:
Funds have been awarded under the [Highway Safety Improvement
Program (HSIP), Surface Transporta�on Program – Urban (STIP-U),
___Program] and will be applied in accordance with Paragraph V.3.f
of the Program Agreement.
Project End Date: Cer�fied Agency must complete the Project by: .
Project Loca�on and
Jurisdic�on: • [Street/road/facility name] [is/are] a part of Cer�fied Agency’s
street/road system or public improvement under the jurisdic�on
and control of Cer�fied Agency.
• Within the limits of the Project, [Street/road/facility name]
[is/are] a part of Cer�fied Agency’s (street/road system or public
improvement) under the jurisdic�on and control of Cer�fied
Agency.
• [Highway/road/facility name] [is/are] a part of the Oregon State
Highway System (state highway) under the jurisdic�on and control
of the Oregon Transporta�on Commission.
• [Project name] is a part of Cer�fied Agency’s [name of program]
program under the control of Cer�fied Agency.
• Within the limits of the Project, the [traffic signals/areas/etc.]
iden�fied for [crossing/bike/pedestrian/etc.] enhancements are
under the jurisdic�on and control of Cer�fied Agency.
FUNDING DETAILS DATA
Cer�fied Agency’s Unique En�ty Iden�fier:
Attachment 3
Page 36 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 35 | 68
Cer�fied Agency to report execu�ve compensa�on informa�on per
Federal Transparency Act (see Exhibit B):
Yes/No
Award is for Research and Development (R&D) as defined in 2 CFR 200.1: Yes/No
Cer�fied Agency Indirect Cost Rate(s): %
Pro-rated Federal Share Percentage ([CMAQ, Local Bridge, PL, STBG,
Other___]):
%
Cer�fied Agency Required Match Percentage ([CMAQ, Local Bridge, PL,
STBG, Other___]):
%
Federal Funds ([CMAQ, Local Bridge, PL, STBG, Other___]):
Funding note:
$
State Funds ([CMAQ, Local Bridge, PL, STBG, Other___] match):
Funding note:
$
Cer�fied Agency Funds ([CMAQ, Local Bridge, PL, STBG, Other___]
match):
Funding note:
$
Other Funds:
Descrip�on:
$
Approved In-kind Contribu�on:
Descrip�on:
$
Total Project Cost $
INFORMATIONAL DETAILS DATA
ODOT’s preliminary es�mated costs for oversight and other ODOT
services for Project phases covered by this Supplemental Project
Authoriza�on, applied in accordance with Sec�on B, Paragraph 3 below:
$
APPLICABLE PROVISIONS
Standard Provisions:
The following exhibits to the Program Agreement apply to this Project if marked “Yes” below
(“No” indicates the exhibit does not apply to this Project).
Yes/No Exhibit # Descrip�on
Yes/No Exhibit B: Standard Provisions: Federal Transparency Act Subaward Repor�ng
Yes Exhibit C: Standard Provisions: Contract Insurance
Yes Exhibit D: Standard Provisions: Americans with Disabili�es Act Compliance
Yes/No Exhibit E: Standard Provisions: Local Bridge Projects
Yes/No Exhibit F: Standard Provisions: Right of Way Services
Special Provisions:
The following atachment(s) to the Program Agreement apply(ies) to this Project if marked
“Yes” below (“N.A.” indicates “not applicable”).
Yes/N.A. Atachment # Descrip�on
Yes/N.A. Atachment 1: [N.A./Project Vicinity Map/Project Loca�on List/Statement of
Work/Other]
Yes/N.A. Atachment 2: [N.A./Special Provisions: State Highway Work]
Yes/N.A. Also, see Sec�on B, Paragraph(s) 4, 5, and 8 for any other Project-specific
modifica�ons to the Program Agreement that apply to this Project.
Attachment 3
Page 37 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 36 | 68
B. SUPPLEMENTAL PROJECT AUTHORIZATION TERMS
1. Applicable Provisions: Except as otherwise modified by the terms of this Supplemental Project
Authorization, the Project is subject to the terms and conditions of the Program Agreement,
including the Standard Provisions and Special Provisions specified in the Project Details Table
above, which are incorporated into this Supplemental Project Authorization by reference as though
fully set forth herein.
2. Scope: The Project includes [planning, preliminary engineering, right of way, and construction] of
, located at as shown on Attachment 1 – [Project Vicinity Map / Project Location List /
Statement of Work].
The Parties also anticipate Certified Agency delivering the [preliminary engineering, right of way,
and construction phase(s)] of the Project. Upon full funding and addition of other phases to the
Project in the STIP, this Supplemental Project Authorization will be amended to include
[preliminary engineering/right of way/construction] phase work and costs.
3. ODOT Costs: The Parties agree that ODOT will perform risk-based Project oversight in accordance
with the Program Agreement. A preliminary estimate for the cost of ODOT’s work is shown above
in the Project Details Table under Informational Details. The Parties agree that ODOT services to be
performed in excess of this preliminary estimate shall be addressed as provided in Paragraph V.3
Subsection g. of the Program Agreement. Certified Agency understands that ODOT’s costs are
estimates only and Certified Agency agrees to pay ODOT’s actual costs incurred per the Terms of
this Supplemental Project Authorization. On a quarterly/monthly basis, ODOT will provide Certified
Agency a statement of costs expended by ODOT.
4. Funding: A combination of federal, state, and local funds may be expended on the Project as
detailed in the Project Details Table above, subject to the limitations and obligations set forth in
the Program Agreement and this Supplemental Project Authorization. Federal and State funds for a
project shall be limited to the amount shown in the Funding Details section of the Project Details
Table above.
a. Certified Agency guarantees the availability of Certified Agency funding in an amount required
to fully fund Certified Agency’s share of the Total Project Costs, as shown in the Project Details
Table, and in accordance with the Funding provisions in Paragraph V.3 of the Program
Agreement, as modified by the following Project-specific Special Provisions:
i. .
b. Certified Agency understands and agrees that federal funding for this Project is contingent
upon FHWA’s approval of each funding request. Any work performed outside the period of
performance approved by FHWA or outside the Project Scope will be considered non-
participating and paid for at Certified Agency expense.
c. ODOT will submit requests for federal funding authorizations to FHWA by Project phase. The
ODOT Project Contact or designee will provide Certified Agency with a written notice to
proceed for each Project phase when FHWA approval has been secured and funds are available
for expenditure on the Project.
Attachment 3
Page 38 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 37 | 68
d. With the notice to proceed, ODOT will provide Certified Agency with a copy of the USDOT
FHWA Federal Aid Project Agreement between ODOT and FHWA for this Project, which
contains the information required of pass-through entities by 2 CFR 200.332(a)(1).
5. Invoicing: Certified Agency shall submit invoices for Project progress billings in accordance with the
invoicing provisions in Paragraph V.5 of the Program Agreement. These provisions are modified by
the following Project-specific Special Provisions:
a. .
6. Period of Performance:
a. Begin and End Dates: The Project period of performance begins when both the initial FHWA
Project authorization has been received by ODOT and a notice to proceed for the first phase of
the Project has been issued by the ODOT Project Contact. The Project period of performance
ends on the Project End Date shown in the Project Details Table. All Project work must be
completed within the period of performance.
b. Project End Date Changes: The Project End Date may be changed upon written approval by the
ODOT Project Contact, which shall be incorporated by reference into this Supplemental Project
Authorization. To extend the Project End Date, Certified Agency shall submit a written request
to the ODOT Project Contact as soon as Certified Agency becomes aware that a schedule
change is necessary, but no less than sixty (60) calendar days prior to the authorized Project
End Date. The ODOT Project Contact will coordinate with ODOT Program and Funding Services
to seek authorization from FHWA prior to approving the extension request. FHWA
authorization for extensions is not guaranteed. Any work performed outside the period of
performance authorized by FHWA will be nonparticipating and paid for at Certified Agency
expense.
7. Project Useful Life: The useful life of the Project is 20 years.
8. Project-Specific Modifications: Reserved. / For purposes of this Project only, the Parties agree to the
following modifications to the terms of the Program Agreement:
a. Exhibit C - Contract Insurance: The coverage specified in Exhibit C of the Program Agreement
are / is modified as follows:
i. Professional Liability: Professional liability coverage shall be written on an occurrence basis
in an amount of not less than $ .
Each annual aggregate limit shall not be less than $ .
Professional liability continuous claims made liability coverage or tail coverage must
continue the same coverage for a duration of 3 years or 5 years.
ii. Commercial General Liability: Commercial general liability coverage shall be written on an
occurrence basis in an amount of not less than $ for prime construction contractors
and $ for all other contractors, for each job site or location.
Each annual aggregate limit shall not be less than $ for prime construction contractors
and $ for all other contractors.
Attachment 3
Page 39 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 38 | 68
iii. Automobile Liability: Automobile liability coverage shall be written on a combined single
limit in an amount of not less than $ .
b. Exhibit D – Americans with Disabilities Act Compliance: The Parties agree that Exhibit D of the
Program Agreement is modified [as follows / by the following Project-specific Special
Provisions]: . . .
c. Exhibit E - Local Bridge Program Requirements: The Parties agree that Exhibit E of the Program
Agreement is modified [as follows / by the following Project-specific Special Provisions]: . . .
i. Certified Agency’s approved qualified staff is , a Qualified Agency Project Manager in
accordance with the Appendix to Chapter 14 of the LAG Manual. Any change to Agency’s
qualified staff is subject to State’s review and written approval.
ii. Certified Agency shall submit, and ODOT’s Local Bridge Section will review, the consultant
services contract, cost proposal, and design acceptance package in coordination with the
ODOT Project Contact.
d. Exhibit F - Right of Way Services Requirements: The Parties agree that Exhibit F of the Program
Agreement is modified [as follows / by the following Project-specific Special Provision(s)]: . .
C. PROJECT CONTACTS, SIGNATURE AUTHORITIES, COUNTERPARTS, ACKNOWLEDGEMENT
1. Each Party’s Project Contact is shown on the signature page of this Supplemental Project
Authorization. Each Party agrees to notify the other Party in writing of any contact information
changes during the term of this Supplemental Project Authorization.
2. Each Party certifies and represents that the individuals signing this Supplemental Project
Authorization have been authorized to enter into and execute this Supplemental Project
Authorization on behalf of the Party under the direction or approval of its governing body,
commission, board, officers, members, or representatives, and to legally bind the Party.
3. This Supplemental Project Authorization may be executed in several counterparts (facsimile or
otherwise) all of which when taken together shall constitute one agreement binding on all Parties,
notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this
Supplemental Project Authorization so executed shall constitute an original. The Parties may use
Electronic Signatures in accordance with Paragraph VII.15. of the Program Agreement.
4. This Project is in the 2024-2027 Statewide Transportation Improvement Program, (Key No. )
that was approved by the Oregon Transportation Commission on July 13, 2023 (or subsequently
approved by amendment to the STIP).
5. Certified Agency Acknowledgement:
Certified Agency’s signing representatives certify that by initialing here, and signing this
Supplemental Project Authorization, they have read the Program Agreement, including
the following exhibits that apply to this Supplemental Project Authorization: Exhibit B
(Federal Transparency Act), Exhibit C (Contract Insurance), and / ,Exhibit D (ADA), and / ,
Exhibit E (Local Bridge Program), and Exhibit F (Right of Way Services).
Certified Agency (Initial here.)
Signature Page to Follow
Attachment 3
Page 40 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 39 | 68
THE PARTIES, by execution of this Supplemental Project Authorization, hereby acknowledge that their
signing representatives have read this Supplemental Project Authorization, understand it, and agree to
be bound by its terms and conditions.
, acting by and through its elected
officials
By _______________________________
Title _____________________________
Date _____________________________
LEGAL REVIEW APPROVAL
(If required by Certified Agency’s process)
By _______________________________
Certified Agency Legal Counsel
Date _____________________________
Certified Agency Project Contact:
Name/Title
Address
Phone
Email
ODOT Project Contact:
Name/Title
Address
Phone
Email
STATE OF OREGON, acting by and through its
Department of Transportation
By _______________________________
(Over $1,000,000 Delivery & Operations
Division Administrator signs, less than
$1,000,000 Region Manager can sign.)
Delivery and Operations Division
Administrator / Region Manager
Date _____________________________
(If this project includes right of way)
By _______________________________
State Right of Way Manager
Date _____________________________
APPROVAL RECOMMENDED
By_____________________________
Certification Program Manager
Date____________________________
(If this is a planning project)
By_____________________________
Region Transportation Planner
Date____________________________
(If signing authority is Delivery & Operations
Division Administrator)
By_____________________________
Region Manager
Date____________________________
(If a traffic signal, marked crosswalk, or other
traffic control device is being installed or
improved on a state highway, as defined in
ODOT’s Traffic Manual, Chapter 5. Send to
Scott Cramer as a technical reviewer.)
By_____________________________
State Traffic Roadway Engineer
Date____________________________
(If this project includes Bridge)
By_____________________________
State Bridge Engineer
Date____________________________
Attachment 3
Page 41 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 40 | 68
(If this project includes right of way)
By_____________________________
Region Right of Way Manager
Date____________________________
APPROVED AS TO LEGAL SUFFICIENCY
By_____________________________
Assistant Attorney General (If required per the
Program Agreement, Section VII General
Provisions, Paragraph 15 b)
Date_____________________________
Attachment 3
Page 42 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 41 | 68
Attachment 1
Project Vicinity Map / Project Location List / Statement of Work
Attachment 3
Page 43 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 42 | 68
(Instructions: This Attachment is intended to apply only to Projects that include work that is on or
along state highway, including work over or under the state highway right of way. Delete if
inapplicable. If this project includes project elements on or along the state highway, send the
Agreement to the applicable District Manager for technical review.)
Attachment 2
Special Provisions: State Highway Work
(Applicable to work on or along the state highway.)
A. GENERAL REQUIREMENTS AND RESTRICTIONS
1. General: Certified Agency agrees to comply with all federal, state, and local laws, rules, and
regulations and shall obtain and comply with the provisions of all necessary permits, licenses, and
approvals, including land use permits, building permits, and environmental clearances for the
Project. Certified Agency shall ensure its developers, contractors, subcontractors, and consultants
performing work on the Project comply with such requirements.
2. Notification: Certified Agency shall notify the ODOT District (Insert District # where work is
occurring.) Office when performing onsite work on or along the state highway as follows:
a. Preliminary Engineering: At least (May be adjusted by District Office if needed.) two (2)
business days prior to performing preliminary engineering or survey work.
b. Construction: At least (May be adjusted by District Office if needed.) thirty (30) calendar days
prior to performing initial Project construction work.
c. Maintenance: At least (May be adjusted by District Office if needed.) two (2) business days
prior to performing any maintenance work.
d. Lane Restrictions: At least thirty (30) calendar days prior to performing any type of work
requiring lane restrictions.
3. Restrictions: Certified Agency shall not perform any work on or along the state highway requiring
lane restrictions as follows:
a. Between (Insert a.m. /p.m. and time of day.) and Monday through Friday.
b. During inclement weather (snow, ice, heavy fog, high wind), between sunset and sunrise, on
weekends, or between noon on the day preceding a legal holiday or holiday weekend and
midnight of the legal holiday.
c. Without providing required notice as described in Paragraph 2.d above.
d. (Include additional site-specific restrictions as may be appropriate.)
B. PERMITTING REQUIREMENTS
1. Permission for Project Work: ODOT grants Certified Agency permission to conduct Project work
within the state highway right of way as described in this Supplemental Project Authorization and
in accordance with the limitations set forth in Section A above. The work shall be protected in
accordance with the versions of the Manual on Uniform Traffic Control Devices for Streets and
Attachment 3
Page 44 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 43 | 68
Highways (MUTCD), the Oregon Supplement to the Manual on Uniform Traffic Control Devices, and
the Oregon Temporary Traffic Control Handbook that are in effect at the time the work is
conducted. In addition, the Project may be subject to the requirements of the ODOT Mobility
Procedures Manual and approval by the ODOT Mobility Advisory Committee prior to submittal of
the Plans, Specifications, and Estimates (PS&E) documents.
2. Highway Approaches, Access Control, Spacing Standards and Medians: Prior to PS&E, Certified
Agency shall ensure that all state highway approach and access management requirements in
Oregon Administrative Rules (OAR) Chapter 734, Division 51 that are applicable to the Project are
met.
a. State highway access management in the project delivery process for each STIP project is
required to be conducted in accordance with OAR 734-051-5120. To ensure that all projects
subject to OAR 734-051-5120 are carried out consistent with this rule, Certified Agency shall
refer all Project-related access management to ODOT to determine the process for complying
with OAR 734-051-5120.
b. Any Project-related permits, agreements, or other documents required to comply with OAR
Chapter 734, Division 51 must be included in Certified Agency’s final PS&E submittal to ODOT.
c. For additional information, see the ODOT Access Management page and ODOT Technical
Bulletin AM21-01(B): Determination of Approach Modification in a Highway Improvement
Project in the ODOT Technical Guidance Directory.
3. Utility Permits: Certified Agency shall ensure that any utility installing a utility service within state
highway right of way as part of the Project has obtained a utility permit issued by ODOT’s District
office under OAR Chapter 734, Division 55 prior to installation of the utility service line.
C. (Select one of the following headings.)[RESERVED / PROJECT-SPECIFIC FEATURES]
1. Traffic Control Devices (Delete if inapplicable to the project.)
a. Pursuant to OAR 734-020-0430, Certified Agency shall obtain the approval of the State Traffic
Engineer prior to the design, construction, or removal of any traffic signal, traffic control device,
or illumination to be installed on a state highway. An engineering study is required for approval.
See ODOT’s Traffic Signal Policy and Guidelines for the approval process.
b. Certified Agency and ODOT shall have an executed maintenance and operations agreement to
cover obligations for any signaling devices being installed on a state highway for this Project.
This agreement must be in effect prior to receiving design approval from ODOT. Traffic signals
on a state highway must be designed per the current edition of ODOT’s Traffic Signal Design
Manual.
c. Electrical inspectors used by Certified Agency or its contractor(s), shall possess a current State
Certified Traffic Signal Inspector certificate in order to inspect electrical installations on state
highways.
d. ODOT will, as a cost to the Project, perform signal equipment environmental testing. For ODOT-
owned or ODOT-maintained signals, ODOT will, as a cost to the Project, perform the signal field
testing and turn-on. Traffic signal timing for ODOT-owned and ODOT-operated signals shall be
Attachment 3
Page 45 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 44 | 68
the responsibility of ODOT, unless there is an agreement that specifically allows Certified
Agency to perform that function. ODOT retains the right to review traffic signal timing for
signals on state highways, and for those signals which ODOT maintains, and reserves the right
to request adjustments when needed. In cases where Certified Agency modifies timing to add
railroad or emergency vehicle preemption, bus priority, or other changes that affect vehicle or
pedestrian clearances or operation of the state highway, such modifications shall be approved
by ODOT’s Region Traffic Engineer. ODOT’s Region Traffic Engineer will notify the local
jurisdiction whenever timing changes are scheduled that affect the operation of local street
connections to the state highway. All modifications shall follow guidelines set forth in the
versions of the MUTCD and the Traffic Signal Policy and Guidelines in effect at the time the
work is conducted.
e. Certified Agency shall ensure that all work involving pedestrian-activated signals performed
under this Supplement Project Authorization, including maintenance activities, complies with
the ADA. Certified Agency shall ensure that all traffic signals, illumination poles, and
foundations installed on a state highway conform to State's standards, pursuant to the versions
of ODOT's Traffic Structures Design Manual and Geotechnical Design Manual in effect at the
time the work is conducted.
2. Landscaped Areas (Delete if inapplicable to the project.)
a. Any landscaped area within the state highway right of way allowed by this Supplemental
Project Authorization shall be designed and maintained by Certified Agency using water
conservation principles.
b. Any irrigation of the landscape area shall be limited to irrigation necessary for plant
establishment and shall be disabled or removed at Certified Agency’s expense upon expiration
of the plant establishment period.
3. Decorative Embellishments (Delete if inapplicable to the project.)
a. Certified Agency shall be responsible for the cost of decorative embellishments on Certified
Agency signal or illumination poles allowed within state highway right of way under this
Supplement Project Authorization. No decorative embellishments may be attached to ODOT-
owned traffic signal or illumination poles or other highway features.
b. Any decorative lighting shall be the responsibility of Certified Agency, including the cost of
electricity and maintenance. Such illumination shall be served by a separate system from the
traffic and pedestrian signal system. Any such additional illumination on the state highway must
be approved by the ODOT Office of the State Traffic Roadway Engineer.
c. Decorative poles and foundations installed on state highways must conform to ODOT
standards, as per ODOT Technical Bulletin TR07-06(B).
d. Any artwork included as a Project-specific element on the state highway right of way shall
conform to ODOT’s standard for artwork on state highways, ODOT Directive HWY 01.
e. Painting or wrapping of ODOT-owned traffic signal controller cabinets is not allowed.
f. All decorative embellishments are subject to approval by ODOT and must comply with all
applicable state laws and policies.
Attachment 3
Page 46 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 45 | 68
4. Bridge Over State Highway (Delete if inapplicable to the project.)
a. In addition to the Program Agreement and this Supplemental Project Authorization, Certified
Agency must obtain a property right such as an easement from ODOT’s Right of Way Section
prior to construction of any bridge over state highway right of way.
b. If a bridge over state highway right of way becomes unsafe, or if Certified Agency no longer
supports the continued operation of the bridge for public use, Certified Agency shall be
responsible for all costs for closure and removal or replacement of the bridge.
D. MAINTENANCE RESPONSIBILITIES
1. Maintenance of Project-specific Improvements: Certified Agency shall maintain, operate, repair,
replace, move, and remove, as applicable, any Project-specific improvements within state highway
right of way, unless otherwise specified in this Supplemental Project Agreement or in a fully
executed maintenance agreement. Such Project-specific improvements shall be maintained and
operated at the same level as similar facilities owned by ODOT.
2. Work Zone Protection: Certified Agency’s maintenance work on or along state highway right of
way, including work performed by Certified Agency’s contractors, shall be protected in accordance
with the versions of the MUTCD, Oregon Supplement to the Manual on Uniform Traffic Control
Devices, and the Oregon Temporary Traffic Control Handbook which are in effect at the time the
work is conducted.
3. Contribution and Indemnification: Certified Agency’s obligations under the Contribution and
Contract-Related Indemnification and Contractor Indemnification provisions in the Program
Agreement, Section VII, Paragraphs 5 and 9, respectively, apply to Certified Agency’s ongoing
maintenance work.
4. Power: Certified Agency shall, at its own expense, provide power needed for signals, lighting, and
other Project-specific improvements, unless otherwise specified in this Supplement Project
Agreement or in a fully executed maintenance agreement.
5. Landscaping: Maintenance of landscaped areas shall include:
a. Replacement of dead or dying plants and trees.
b. Removal of litter and debris.
c. Mowing, leaf removal, and weed removal and control.
d. Trimming trees and other vegetation to maintain vehicle and pedestrian sight distance with
clearance of at least 8 feet over a sidewalk and 20 feet over the roadway.
6. Sidewalks: Maintenance of sidewalks and other pedestrian or bicycle paths shall include removing
litter, debris, and vegetation; repairing surface irregularities such as holes and cracks; and
maintaining a smooth, level surface for the unimpeded movement of pedestrians and bicyclists.
7. Adjacent Property Owners: Should Certified Agency allow an adjacent property owner to perform
maintenance of the landscape, sidewalk, or other behind-the-curb improvements on or along state
Attachment 3
Page 47 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 46 | 68
right of way, Certified Agency remains responsible and liable for compliance with the terms of this
Supplemental Project Authorization and for the performance of such work, regardless if the work is
performed by Certified Agency or an adjacent property owner.
8. Project-specific Improvements:
a. ODOT will be responsible for any maintenance, operation, and repair of the following Project-
specific improvements on the state highway(select and insert project-specific improvements
below. If none, delete):
• Additional pavement for turn lanes
• Other:
b. Certified Agency, at its own expense, shall be responsible for any maintenance, operation,
repair, replacement, and removal of the following Project-specific improvements on the state
highway(select and insert project-specific improvements below):
• Decorative embellishments
• Rectangular rapid flashing beacons
• Buffered bike lanes; bike boxes
• Specialty pavement markings
• Other:
c. Certified Agency, at its own expense, shall be responsible for maintenance, operation, repair,
replacement, and removal of any Project-specific improvements not specified in Paragraph 8.a
or Paragraph 8.b above.
9. Removal or Replacement of Project-Specific Improvements: Certified Agency agrees the following
paragraphs apply to the Project-specific improvements specified in Paragraphs 8.b and 8.c above.
a. Certified Agency is responsible for any removal or replacement of the Project-specific
improvements, unless otherwise specified in a fully executed maintenance agreement.
b. If Certified Agency fails to maintain the Project-specific improvements or Certified Agency no
longer supports the continued operation of the Project-specific improvements, Certified Agency
shall, at its own expense, remove the improvement and restore the state highway right of way.
c. Certified Agency understands that if ODOT determines the need for the Project-specific
improvements to be moved or removed for any reason, including but not limited to highway
construction, reconstruction, maintenance, or operational projects, Certified Agency will
promptly move or remove the improvement at Certified Agency’s expense. This does not apply
to Project-specific improvements requested by ODOT and constructed by Certified Agency in
full compliance with this Supplemental Project Authorization.
d. ODOT reserves the right to maintain, operate, repair, replace, move, or remove any Project-
specific improvement at Certified Agency’s expense if Certified Agency fails to maintain,
operate, repair, replace, move, or remove any Project-specific improvement in accordance with
this Supplemental Project Authorization.
Attachment 3
Page 48 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 47 | 68
10. Survival: Maintenance responsibilities, including the responsibility to maintain, operate, repair,
replace, move, and remove any Project-specific improvements, shall survive any expiration or
termination of this Supplemental Project Authorization.
Attachment 3
Page 49 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 48 | 68
EXHIBIT B
Standard Provisions: Federal Transparency Act Subaward Reporting
For each Supplemental Project Authorization that indicates that this Exhibit B applies, Certified Agency
agrees to comply with the following provisions. For purposes of this Exhibit, references to “your
organization” mean “Certified Agency” and references to “project agreement” mean “Supplemental
Project Authorization.”
A. Background: To fulfill its obligations under the Federal Funding Accountability and Transparency Act
of 2006 (Pub. L. 109–282), as amended by section 6202 of Public Law 110–252 (“Federal Transparency
Act”), the Oregon Department of Transportation (ODOT) must report subawards (also known as
subrecipient awards) and, when applicable, information about a subrecipient’s highly compensated
executives to the Federal Funding Accountability and Transparency Act Subaward Reporting System
(FSRS). Federal Transparency Act reporting is required for each subaward that equals or exceeds thirty
thousand dollars ($30,000) in federal funds.
The Federal Transparency Act requires information on federal awards (federal financial assistance and
expenditures) be made publicly available on a single, searchable website:
https://www.usaspending.gov/. More information about the Federal Transparency Act is available at
https://edocket.access.gpo.gov/2010/pdf/2010-22705.pdf, CFR Appendix A to Part 170, Title 2, and the
FSRS website https://www.fsrs.gov/.
B. Unique Entity Identifier: Prior to execution of the project agreement, your organization shall provide
to ODOT the federal Unique Entity Identifier (UEI) applicable to the project so that ODOT may include
the UEI in its reports to FSRS. Effective April 4, 2022, the UEI is the primary means of identifying
entities registered for federal awards in the System for Award Management (SAM) at
https://www.sam.gov. If your entity is already registered in SAM, it has been assigned a UEI. The
Federal Service Desk has posted instructions for finding the UEI in SAM.
C. Executive compensation: Prior to execution of the project agreement, your organization shall
determine and provide to ODOT information on whether your organization’s executive compensation
information must be reported under the Federal Transparency Act, based on the following criteria:
1. In your organization’s previous fiscal year, did your organization receive eighty percent (80%) or
more of its annual gross revenues from federal procurement contracts (and subcontracts) and
federal financial assistance subject to the Federal Transparency Act, as defined in 2 CFR 170.320
(and subawards), and twenty five million dollars ($25,000,000) or more in federal procurement
contracts (and subcontracts) and federal financial assistance subject to the Federal Transparency
Act, as defined in 2 CFR 170.320 (and subawards)? (Include parent organization, all branches, and
all affiliates worldwide in determining annual gross revenues.)
• If “yes,” proceed to question 2.
• If “no,” reporting executive compensation to ODOT will not be required.
2. Does the public have access to information about the compensation of the senior executives in
your organization (including parent organization, all branches, and all affiliates worldwide) through
periodic reports filed under section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (15
Attachment 3
Page 50 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 49 | 68
U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? (To determine if the
public has access to the compensation information, see the U.S. Security and Exchange Commission
total compensation filings at https://www.sec.gov/answers/execomp.htm.)
• If “yes,” reporting executive compensation to ODOT will not be required.
• If “no,” within fourteen (14) calendar days of execution of the project agreement and annually
thereafter, your organization shall report the names and total compensation for each of your
organization’s five most highly compensated executives for the preceding completed fiscal year
by completing the following online form:
Federal Transparency Subaward Report: https://forms.office.com/g/WNVpUFmdki.
(Total compensation means the cash and noncash dollar value earned by the executive during your
organization’s preceding fiscal year. For more information on the compensation information
required see 17 CFR 229.402(c)(2).)
D. Subrecipient information to be provided to ODOT: By signing the project agreement with ODOT, your
organization certifies it has reviewed and confirmed that the following subrecipient information
included in the project agreement is true and accurate at the time of execution:
• Your organization’s UEI.
• Whether your organization is required to report executive compensation to comply with the
Federal Transparency Act.
E. Technical assistance: If you have any questions about this exhibit, email the ODOT Federal Funding
Manager at: ODOTFederalFunding@odot.oregon.gov.
Attachment 3
Page 51 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 50 | 68
EXHIBIT C
Standard Provisions: Contract Insurance
For each Supplemental Project Authorization, Certified Agency agrees to comply with the provisions
listed in this Exhibit C.
All references to “Contractor” in this Exhibit C refer to any person or entity, other than a unit of local
government as defined in ORS 190.003, with whom Certified Agency enters into a contract for the
performance of work under this Agreement. All references to “Subcontractor” in this Exhibit C refer to
subcontractors of Certified Agency’s Contractor performing work related to this Agreement.
A. GENERAL REQUIREMENTS
1. Certified Agency shall, in its contract with each of its Contractors, require the Contractor to: i)
obtain insurance specified under TYPES AND AMOUNTS and meeting the requirements under
ADDITIONAL INSURED, “TAIL” COVERAGE, NOTICE OF CANCELLATION OR CHANGE, and
CERTIFICATES OF INSURANCE before performance under the contract commences, and ii) maintain
the insurance in full force throughout the duration of the contract. The insurance must be provided
by insurance companies or entities that are authorized to transact the business of insurance and
issue coverage in the State of Oregon and that are acceptable to Certified Agency. Certified Agency
shall not authorize work to begin under contract until the insurance is in full force. Thereafter,
Certified Agency shall monitor continued compliance with the insurance requirements on an
annual or more frequent basis. Certified Agency shall incorporate appropriate provisions in the
contract permitting it to enforce compliance with the insurance requirements and shall take all
reasonable steps to enforce such compliance. In no event shall Certified Agency permit work under
a contract when Certified Agency is aware that the Contractor is not in compliance with the
insurance requirements.
2. The insurance specified below is the minimum requirement that the Certified Agency shall require
of its Contractors. Certified Agency may require insurance types and amounts in excess of the
minimum requirement as deemed appropriate based on the risks of the work outlined within the
contract.
3. Certified Agency shall require each Contractor to require and verify that all Subcontractors obtain
and maintain insurance coverage that the Contractor deems appropriate based on the risks of the
subcontracted work. Certified Agency shall require its Contractor to obtain proof of the required
insurance coverages from each of its Subcontractors providing services related to the contract.
B. TYPES AND AMOUNTS
1. Workers’ Compensation and Employer’s Liability
All employers, including Certified Agency’s Contractor(s), that employ subject workers, as defined
in ORS 656.027, shall comply with ORS 656.017 and shall provide Workers' Compensation
insurance coverage for those workers, unless they qualify for an exemption under ORS 656.126(2).
The coverage shall include Employer’s Liability insurance with limits not less than five hundred
thousand dollars ($500,000) each accident. Certified Agency shall require compliance with these
requirements in each of its contracts.
Attachment 3
Page 52 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 51 | 68
2. Professional Liability
A&E and Related Services: Professional Liability insurance is required for A&E design services and A&E
Related Services, except that Professional Liability coverage may be waived by Certified Agency for
low-risk related services, such as public involvement or outreach.
Non-A&E: Professional Liability insurance is required for non-A&E land-use planning contracts, except
that Certified Agency may waive Professional Liability coverage for low-dollar planning contracts if
Certified Agency conducts a project-specific risk assessment and determines that the contract is low-
risk. However, if a mixed non-A&E planning contract will include some element of engineering
services, then Certified Agency shall require Professional Liability insurance for the contract.
Professional Liability insurance is typically obtained and maintained by most planning firms.
General: Professional Liability insurance must cover damages caused by negligent acts, errors or
omissions of Contractor and Contractor’s Subcontractors, agents, officers, or employees related to
the professional services to be provided under the contract.
• Coverage shall be written with a per claim, incident or occurrence limit, or the equivalent, of
not less than one million dollars ($1,000,000) unless otherwise specified in the Supplemental
Project Authorization.
• Annual aggregate limits shall not be less than two million dollars ($2,000,000) unless otherwise
specified in the Supplemental Project Authorization.
If this insurance is provided on a “claims made” basis, Contractor shall maintain continuous claims
made liability coverage or shall acquire tail coverage to continue the same coverage for a duration
of at least two (2) years, unless three (3) years or five (5) years is specified in the Supplemental
Project Authorization, after completion of the contract or for the foregoing extended period
beyond contract expiration or termination. Evidence of any required extended period coverage will
be a condition of final payment under the contract.
3. Commercial General Liability
Commercial General Liability Insurance shall be issued on an occurrence basis covering bodily injury
and property damage and shall include personal and advertising injury liability, products and
completed operations, and contractual liability coverage. When work to be performed includes
operations or activity within fifty (50) feet of any railroad property, bridge, trestle, track, roadbed,
tunnel, underpass or crossing, the Certified Agency shall provide the Contractual Liability –
Railroads CG 24 17 endorsement, or equivalent, on the Commercial General Liability policy.
Amounts below are a minimum requirement as determined by ODOT:
Prime construction Contractor:
• Coverage shall be written on an occurrence basis in an amount of not less than one million
dollars ($1,000,000) per occurrence unless otherwise specified in the Supplemental Project
Authorization.
• Annual aggregate limit shall be not less than two million dollars ($2,000,000) unless otherwise
specified in the Supplemental Project Authorization.
Attachment 3
Page 53 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 52 | 68
Other Contractor(s):
• Coverage shall be written on an occurrence basis in an amount of not less than one million
dollars ($1,000,000) per occurrence unless otherwise specified in the Supplemental Project
Authorization.
• Annual aggregate limit shall be not less than two million dollars ($2,000,000) unless otherwise
specified in the Supplemental Project Authorization.
4. Automobile Liability
Automobile Liability Insurance covering Contractor’s business-related automobile use covering all
owned, non-owned, or hired vehicles for bodily injury and property. Amount below is a minimum
requirement as determined by ODOT:
• Coverage shall be written with a combined single limit of not less than one million dollars
($1,000,000) unless otherwise specified in the Supplemental Project Authorization.
• Automobile Liability coverage may be written in combination with the Commercial General
Liability Insurance (with separate limits for Commercial General Liability and Automobile
Liability).
5. Excess/Umbrella Liability
A combination of primary and Excess/Umbrella Liability Insurance may be used to meet the
required minimum limits of insurance. If any Excess/Umbrella Liability policies are in place, they
must be on a true “following form” or broader coverage basis, with coverage at least as broad as
provided on the underlying insurance.
6. Additional Insured
The liability insurance coverages, except Professional Liability, Workers’ Compensation or
Employer’s Liability, if included, must endorse the “State of Oregon, the Oregon Transportation
Commission, and the Oregon Department of Transportation, and their respective officers, members,
agents and employees” as an endorsed Additional Insured but only with respect to the Contractor’s
activities to be performed under the contract. Coverage shall be primary and noncontributory with
any other insurance and self-insurance.
Additional Insured Endorsement on the Commercial General Liability shall be written on ISO Form
CG 20 10 07 04, or equivalent, with respect to liability arising out of ongoing operations and ISO
Form CG 20 37 07 04, or equivalent, with respect to liability arising out of completed operations.
Additional Insured Endorsements shall be submitted with the Certificate(s) of Insurance and must
be acceptable to the Certified Agency.
7. “Tail” Coverage
If any of the required insurance policies is on a “claims made” basis, such as Professional Liability
insurance or Pollution Liability insurance, Certified Agency shall maintain either “tail” coverage or
continuous “claims made” liability coverage, provided the effective date of the continuous “claims
made” coverage is on or before the effective date of the contract, for a minimum of twenty-four
Attachment 3
Page 54 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 53 | 68
(24) months following the later of: (i) the Contractor’s completion and Certified Agency’s
acceptance of all Services required under the contract or, (ii) the expiration of all warranty periods
provided under the contract. Notwithstanding the foregoing twenty-four (24) month requirement,
if the Contractor elects to maintain “tail” coverage and if the maximum time period “tail” coverage
reasonably available in the marketplace is less than the twenty-four (24) month period described
above, then the Contractor may request and ODOT may grant approval of the maximum “tail”
coverage period reasonably available in the marketplace. If ODOT approval is granted, Certified
Agency shall maintain “tail” coverage for the maximum time period that “tail” coverage is
reasonably available in the marketplace.
Certified Agency shall require that its Contractor(s) provide evidence of any required extended
period coverage to Certified Agency as a condition of final payment under the contract.
C. NOTICE OF CANCELLATION OR CHANGE
Certified Agency shall require its Contractor or its insurer to provide thirty (30) calendar days
written notice to Certified Agency before cancellation of, material change to, potential exhaustion
of aggregate limits of, or non-renewal of the required insurance coverage(s). The Certified Agency
shall immediately notify ODOT of any change in insurance coverage.
D. CERTIFICATE(S) OF INSURANCE
Certified Agency shall obtain from the Contractor a certificate(s) of insurance for all required
insurance before the Contractor performs under the contract. Each certificate or an attached
endorsement must endorse: (i) “State of Oregon, the Oregon Transportation Commission, and the
Oregon Department of Transportation, and their respective officers, members, agents and
employees” as an endorsed Additional Insured in regards to the liability insurance coverages,
except Professional Liability or Workers’ Compensation and Employer’s Liability, if included and (ii)
that all liability insurance coverages shall be primary and noncontributory with any other insurance
and self-insurance, with exception of Professional Liability, Workers’ Compensation and Employer’s
Liability.
Attachment 3
Page 55 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 54 | 68
EXHIBIT D
Standard Provisions: Americans with Disabilities Act Compliance
For each Supplemental Project Authorization, Certified Agency agrees to comply with the applicable
provisions of this Exhibit D. The applicable provisions depend on the type of project activities specified
in Paragraph B.2 of the Supplemental Project Authorization.
When the Supplemental Project Authorization identifies project activities that involve:
• Design and Construction: Certified Agency shall comply with Section A of this Exhibit, titled
“Design and Construction Projects.”
• Planning Only: Certified Agency shall comply with Section B of this Exhibit, titled “Planning
Projects.”
• Design Only: Certified Agency shall comply with Section C of this Exhibit, titled Design-Only
Projects.”
A. DESIGN AND CONSTRUCTION PROJECTS
1. General Requirements
Certified Agency agrees to comply with Section 504 of the Rehabilitation Act of 1973 and the
Americans with Disabilities Act of 1990, as amended (together, “ADA”).
2. ADA Design Standards, Construction Specifications, and Inspections
Certified Agency agrees to comply with the design and construction standards and the design
exception documentation and approval requirements agreed to in the Transportation Planning,
Project Development, and Administration Standards section of this Program Agreement. In
addition, with respect to ADA-related design standards, design exception approvals, construction
specifications, and inspections, Certified Agency agrees to comply with the following for each
project authorized under this Program Agreement:
a. For portions of the Project on or along the Oregon State Highway System (“state highway”),
Certified Agency shall apply ODOT’s current ADA-related design standards, construction
specifications, and design exception documentation and approval requirements for design,
construction, or alteration of all project facilities, including but not limited to, sidewalks, curb
ramps, pedestrian-activated signals, shared use paths, transit stops, park-and-rides, and on-
street parking, as applicable to each Supplemental Project Authorization, including using the
ODOT Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings,
ODOT Construction Specifications, and providing a temporary pedestrian accessible route
plan and current ODOT Curb Ramp Inspection form. Certified Agency further agrees to utilize
ODOT standards to assess and ensure compliance of each project with the ADA, and to
document ramp inspections per Section A.3.a below. Design exceptions on State-owned
facilities must be approved by ODOT. For project locations on or along State-owned portions of
the National Highway System (“NHS”), any design exceptions must be approved by ODOT
and/or FHWA.
b. For portions of a project not on or along a state highway, including locally-owned portions of
the NHS, Certified Agency shall apply its own ADA-compliant design standards, construction
Attachment 3
Page 56 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 55 | 68
specifications, design exception documentation and approval process, and inspection
documentation process, as approved by ODOT and FHWA for use on federally funded projects.
3. ADA Inspection Forms
Prior to issuing the Second Notification, per Oregon Standard Specification 00180.50(g) or Certified
Agency’s approved equivalent, Certified Agency agrees to submit to ODOT the following:
a. For all curb ramps constructed or altered as part of a project on or along a state highway,
submit completed ODOT Curb Ramp Inspection Form 734-5020 to the address on the form as
well as to the ODOT Project Contact. The completed form is the required documentation from
Certified Agency that each curb ramp meets ODOT standards and is ADA compliant. ODOT’s
fillable Curb Ramp Inspection Form 734-5020 and instructions are available at the following
website:
https://www.oregon.gov/odot/ADA/Pages/asset-inspection.aspx
b. For all curb ramps not located on or along a state highway, Certified Agency shall complete and
keep on file Certified Agency’s ODOT- and FHWA-approved ADA curb ramp inspection form (or
other approved document) to show that each project curb ramp meets Certified Agency’s curb
ramp standards and is ADA compliant or conforms to Certified Agency’s approved ADA design
exception.
4. State Inspection
Certified Agency shall promptly notify ODOT of completion of each individual project and allow
ODOT to inspect all project facilities, including but not limited to, sidewalks, curb ramps,
pedestrian-activated signals, shared use paths, transit stops, park-and-rides, and on-street parking,
as applicable to each Supplemental Project Authorization, located on or along a state highway,
prior to acceptance of the project by Certified Agency and prior to release of any Certified Agency
contractor.
5. Work Zone Access
Certified Agency shall ensure that temporary pedestrian routes are provided through or around any
project work zone in accordance with the applicable ODOT or Certified Agency Standards, as set
forth in Sections A.1 through A.3 above. For any work zone on or along a state highway, any such
temporary pedestrian route shall include directional and informational signs and include
accessibility features equal to or better than the features present in the existing pedestrian facility.
Certified Agency shall also ensure that advance notice of any temporary pedestrian route on or
along a state highway is provided in accessible format to the public, people with disabilities, and
disability organizations at least ten (10) days prior to the start of construction in accordance with
ODOT standards and processes.
6. Reimbursement
Unless Certified Agency has an approved design exception, ODOT will only reimburse Certified
Agency for work that meets the applicable ODOT or Certified Agency Standards as set forth in
Sections A.1 through A.3 above, regardless of whether the work is on a State-owned or a Certified
Agency-owned facility.
Attachment 3
Page 57 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 56 | 68
7. On-going Maintenance Obligation
Certified Agency shall ensure that any portions of a project under Certified Agency’s maintenance
jurisdiction are maintained in compliance with the ADA throughout the useful life of the Project.
This includes, but is not limited to, Certified Agency ensuring that:
a. Pedestrian access is maintained as required by the ADA,
b. Any complaints received by Certified Agency identifying safety or access issues regarding a
sidewalk, curb ramp, pedestrian-activated signal, shared use path, transit stop, park-and-ride,
on-street parking, or any other feature that might need to be accessible are promptly evaluated
and addressed,
c. Certified Agency or abutting property owner, pursuant to local code provisions, performs any
repair or removal of obstructions needed to maintain the facility in compliance with the ADA
requirements that were in effect at the time the facility was constructed or altered,
d. Any future alteration work on a project or project features during the useful life of the project
complies with the ADA requirements in effect at the time the future alteration work is
performed, and
e. Applicable permitting and regulatory actions are consistent with ADA requirements.
8. Survival
Maintenance obligations in Section A.7 shall survive termination or expiration of this Program
Agreement and any Supplemental Project Authorization issued hereunder.
B. PLANNING PROJECTS
1. General Requirements
Certified Agency agrees to comply with Section 504 of the Rehabilitation Act of 1973 and the
Americans with Disabilities Act of 1990, as amended (together, “ADA”).
2. ADA Design Standards
Certified Agency agrees to utilize the following standards to assess and ensure that the project and
all component activities comply with ADA requirements, including ensuring that all plans and
proposed alternatives for future design or construction of all project facilities, including but not
limited to, sidewalks, curb ramps, pedestrian-activated signals, shared use paths, transit stops,
park-and-rides, and on-street parking, will result in ADA-compliant facilities and improvements for
all projects authorized under this Program Agreement:
a. For portions of a project on or along the Oregon State Highway System (“state highway”),
Certified Agency shall apply ODOT’s current ADA-related standards.
b. For portions of a project not on or along a state highway, including locally-owned portions of
the NHS, Certified Agency shall apply its own ADA-compliant standards, as approved by ODOT
and FHWA for use on federally funded projects.
3. Work Zone Access
Attachment 3
Page 58 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 57 | 68
Agency shall ensure that temporary pedestrian routes are provided through or around any project
work zone. For any work zone on or along a state highway, any such temporary pedestrian route
shall include directional and informational signs and include accessibility features equal to or better
than the features present in the existing pedestrian facility. Certified Agency shall also ensure that
advance notice of any temporary pedestrian route on or along a state highway is provided in
accessible format to the public, people with disabilities, and disability organizations at least ten (10)
days prior to the start of any work zone in accordance with ODOT standards and processes.
C. DESIGN-ONLY PROJECTS
1. General Requirements
Certified Agency agrees to comply with Section 504 of the Rehabilitation Act of 1973 and the
Americans with Disabilities Act of 1990, as amended (together, “ADA”).
2. ADA Design Standards, Construction Specifications, and Inspections
Certified Agency agrees to design the Project in compliance with the design and construction
standards and the design exception documentation and approval requirements agreed to in the
Transportation Planning, Project Development, and Administration Standards section of this
Program Agreement. In addition, with respect to ADA-related design standards, design exception
approvals, construction specifications, and inspections, Certified Agency agrees to comply with the
following for all projects authorized hereunder:
a. For portions of the Project on or along the Oregon State Highway System (“state highway”),
Certified Agency shall apply ODOT’s current ADA-related design standards, construction
specifications, and design exception documentation and approval requirements for design,
construction, or alteration of all project facilities, including but not limited to, sidewalks, curb
ramps, pedestrian-activated signals, shared use paths, transit stops, park-and-rides, and on-
street parking, as applicable to each Supplemental Project Authorization, including using the
ODOT Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings,
ODOT Construction Specifications, and providing a temporary pedestrian accessible route
plan and current ODOT Curb Ramp Inspection form. Design exceptions on State-owned
facilities must be approved by ODOT. For project locations on or along State-owned portions of
the National Highway System (“NHS”), any design exceptions must be approved by State and/or
FHWA.
b. For portions of a project not on or along a state highway, including locally-owned portions of
the NHS, Certified Agency shall apply its own ADA-compliant design standards, construction
specifications, design exception documentation and approval process, and inspection
documentation process, as approved by ODOT and FHWA for use on federally funded projects.
3. Work Zone Access
Agency shall ensure that temporary pedestrian routes are provided through or around any Project
work zone in accordance with the applicable ODOT or Certified Agency Standards, as set forth in
Sections C.1 and C.2 above. For any work zone on or along a state highway, any such temporary
pedestrian route shall include directional and informational signs and include accessibility features
equal to or better than the features present in the existing pedestrian facility. Certified Agency shall
Attachment 3
Page 59 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 58 | 68
also ensure that advance notice of any temporary pedestrian route on or along a state highway is
provided in accessible format to the public, people with disabilities, and disability organizations at
least ten (10) days prior to the start of any work zone.
Attachment 3
Page 60 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 59 | 68
EXHIBIT E
Standard Provisions: Local Bridge Projects
For each Supplemental Project Authorization that indicates that the authorized project will have work
performed on a local bridge that is listed on the National Bridge Inventory (NBI), Certified Agency
agrees to comply with the provisions listed in this Exhibit E.
LOCAL BRIDGE PROGRAM REQUIREMENTS
1. Certified Agency shall require bridge design work to be performed by qualified staff as follows:
a. By Certified Agency’s qualified staff, if Certified Agency is certified in Bridge Design under
Program Agreement Paragraph IV.2.a; or
b. By qualified consultants contracted by Certified Agency, under the supervision of Certified
Agency’s qualified staff or consultant(s) that are ODOT-approved and meet the requirements of
the Qualifications and Coordination Requirements for Certified LPA not Certified in Bridge
Design policy, per Section C, Chapter 14 of the LAG Manual.
2. Certified Agency understands that for Local Bridge Program funding, roadway approach elements
are:
a. Non-reimbursable for on-system bridges.
b. Reimbursable for the minimum roadway approaches of off-system bridges.
Guidance material to determine whether a bridge is on-system or off-system can be found at the
following website under the “ODOT Bridge Log” dropdown menu:
https://www.oregon.gov/odot/Bridge/Pages/Guidance-Material.aspx.
3. Certified Agency agrees to follow the quarterly reporting process as described in the Program
Agreement Paragraph V.6 and project change process listed in this Paragraph A.3. Certified Agency
shall submit Quarterly Reports, Form 734-5034, to the ODOT Project Contact as required by the
Program Agreement and copy bridge@odot.oregon.gov. Certified Agency shall submit Project
Change Requests to the ODOT Project Contact.
a. Project Change Request (PCR) Process: If the project is funded by the ODOT Local Bridge
Program, the Certified Agency must obtain approval from the State Bridge Engineer for changes
to a local bridge project’s scope, schedule, or budget by submitting a PCR, as specified in
Subsections i., ii., and iii. of this paragraph below. Certified Agency shall be fully responsible for
all costs attributable to changes to the established project scope, schedule or budget made
prior to an approved PCR. An amendment to the Supplemental Project Authorization may be
required to implement any approved PCR that results in a scope change, a change in the
amount of federal or state funding available for the project, or other changes as determined by
ODOT. Such amendments are also subject to any other approvals required by law.
i. Scope: A PCR is required for any significant change or reduction in the scope of work
described in the Supplemental Project Authorization.
ii. Schedule: A PCR is required if Certified Agency or the ODOT Project Contact anticipates that
any project phase will be delayed by more than ninety (90) calendar days, and for any
Attachment 3
Page 61 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 60 | 68
change in schedule that will require amendment of the Statewide Transportation
Improvement Program (STIP).
iii. Budget: The Project’s estimated budget is used for determining the level of compensation
for completed work. Increases or decreases in the budget which require a STIP amendment
also require the submission of a PCR to the ODOT Project Contact.
b. A PCR that results in project cost increases that are equal to or less than twenty (20) percent of
the total estimated project cost or $200,000, whichever amount is less, may be approved by the
State Bridge Engineer.
c. A PCR that results in a project cost increase in excess of twenty (20) percent of the total
estimated project cost or $200,000, whichever amount is greater, must be approved by the
State Bridge Engineer and the Local Agency Bridge Selection Committee with a majority vote,
and is subject to any other approvals required by law.
d. PCR Form: Certified Agency must submit all change requests using PCR Form 734-5409,
incorporated herein by this reference and made a part of this Program Agreement. The PCR
Form is due no later than thirty (30) calendar days after the need for change becomes known to
Certified Agency. The PCR shall explain what change is being requested, the reasons for the
change, and any efforts to mitigate the change. A PCR may be rejected at the discretion of the
State Bridge Engineer.
The fillable PCR form and its instructions are available in the Forms Library at the following web
site: https://www.oregon.gov/odot/LocalGov/Pages/Forms-Apps.aspx
4. ODOT Local Bridge Program Consequences for Non-Performance: If Certified Agency fails to fulfill its
obligations to submit Quarterly Reports or PCRs as required by this Exhibit E, or does not assist in
advancing the project or perform tasks that the Certified Agency is responsible for under a
Supplemental Project Authorization, ODOT’s course of action through the duration of Certified
Agency’s default may include: (a) restricting Certified Agency consideration for future funds
awarded through ODOT’s Local Bridge Program, (b) withdrawing unused Local Bridge Program
project funds, and (c) terminating the Supplemental Project Authorization as stated in Paragraph
VII.13 of this Program Agreement and recovery of payments pursuant to Paragraph VII.7 of this
Program Agreement.
5. Except as otherwise provided in this Program Agreement, ODOT and Certified Agency agree that
the design of the project shall meet the American Association of State Highway and Transportation
Officials (AASHTO) Load Resistance Factor Design (LRFD) Bridge Design Specifications (current
version at the time the work is performed), as supplemented by the LAG Manual Chapter 14, and
AASHTO Guide Specifications for LRFD Seismic Bridge Design and ODOT Load and Resistance Factor
Rating (LRFR), Tier 2 Load rating.
6. Certified Agency or its consultant must provide written notification to State’s Bridge Inventory
Coordinator when a bridge project is complete so the initial inspection for the National Bridge
Inventory can be scheduled, pursuant to 23 CFR Part 650. This information must be submitted
within ninety (90) calendar days of the issuance of Second Notification pursuant to Oregon
Standard Specification 00180.50(g), or Certified Agency’s approved equivalent.
Attachment 3
Page 62 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 61 | 68
7. Certified Agency or its consultant shall email the following information for any bridge project to
bridge@odot.oregon.gov and to the ODOT’s Senior Local Bridge Standards Engineer at
Holly.M.WINSTON@odot.oregon.gov. This information must be received within ninety (90)
calendar days of the issuance of Second Notification pursuant to Oregon Standard Specification
00180.50(g), or Certified Agency’s approved equivalent.
a. PDF copy of As-Constructed Bridge Drawings (signed, final copy, which contains final
construction notes)
b. PDF Copy of the Foundation Report
c. Pile Records and drill logs (If applicable)
d. Hydraulic Reports (scour analysis report included in this report)
e. Final Load Rating Calculation (with a stamped report containing all electronic files)
8. Certified Agency shall schedule a final bridge inspection with the ODOT Project Contact and either
ODOT’s Regional Bridge Lead Engineer or ODOT’s Senior Local Bridge Standards Engineer. This
request to inspect must be submitted within ninety (90) calendar days of the issuance of Second
Notification pursuant to Oregon Standard Specification 00180.50(g), or Certified Agency’s approved
equivalent.
Attachment 3
Page 63 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 62 | 68
EXHIBIT F
Standard Provisions: Right of Way Services
For each Supplemental Project Authorization that indicates a project will require or has the potential to
require right of way services, Certified Agency agrees to comply with the provisions listed in this Exhibit
F except as otherwise modified by the Supplemental Project Authorization. References to “project” in
this Exhibit F refer to each project identified in a Supplemental Project Authorization.
A. RIGHT OF WAY SERVICES
1. The Parties agree to the performance of the Right of Way Services (“Services”) as specified in the
Supplemental Project Authorization.
2. The Parties agree to strictly follow the rules, policies, and procedures of the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act), 42 USC Chapter 61, as
amended and implemented through Title 49 CFR 24, ORS Chapter 35, 23 USC Chapter 1 as
implemented through Title 23 CFR 710 relating to acquisition of real property for federal-aid
highway projects, and the ODOT Right of Way Manual, located at
https://www.oregon.gov/ODOT/ROW/Documents/ROW-Manual.pdf and incorporated herein by
this reference. Each Party shall require its contractors and subcontractors, if any, to comply with
these provisions.
3. The Parties agree that Services performed on the project shall be provided in accordance with an
approved project-specific “Staffing Plan” as described in Paragraph A.7.
4. Funding:
a. Certified Agency shall prepare a programming cost estimate for the right of way phase and
submit it to ODOT for approval.
b. Certified Agency shall request federal right of way funding authorization through the ODOT
Project Contact and must receive from ODOT a written authorization to proceed prior to
beginning Services.
c. Certified Agency shall pay its share of the actual cost of ODOT’s oversight and other agreed to
Services in accordance with the funding provisions in Paragraph V.3. of the Program
Agreement, unless otherwise modified in the Supplemental Project Authorization.
5. ODOT Roles and Responsibilities: ODOT, at project expense, will:
a. Provide oversight of the Services performed for the project.
b. Request the obligation of project funding from FHWA based on the approved programming
cost estimate identified in Paragraph 4.a.
c. Coordinate co-certification of the right of way.
d. Prepare cost estimates for such oversight, obligation, and coordination work following the
process specified in the Program Agreement Paragraph V.3.
e. Perform any Services assigned to ODOT in the Supplemental Project Authorization.
Attachment 3
Page 64 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 63 | 68
6. Certified Agency use of Qualified Individuals to Perform Services:
a. In performing Services under this Program Agreement, Certified Agency shall utilize
“Qualified Individuals” from Certified Agency’s staff, another local public agency’s staff, or
consultant’s staff who meet the qualifications described in Chapter 10 - Local Public Agency
Program Oversight of the ODOT Right of Way Manual and as approved by the ODOT Right of
Way Section. Certified Agency may also request ODOT staff to perform Services under the
Program Agreement, as further described in a Supplemental Project Authorization. (See
“Staffing Plan” requirements in Paragraph A.7.)
b. Certified Agency may perform needed appraisal Services by utilizing appraiser services
procured by Certified Agency from ODOT’s Qualified Appraiser List, located online at:
https://www.oregon.gov/ODOT/ROW/Documents/Appraisal_Qualified-Consultant- List.pdf.
c. Certified Agency may perform other right of way related Services as needed by utilizing right
of way consultants that meet the requirements of Paragraph 6 a. above.
d. Certified Agency shall procure any consultant services according to Program Agreement
Paragraph V.10.a.
7. Staffing Plan: Prior to performing Services described in Section B below, Certified Agency shall
prepare a project-specific Staffing Plan and submit it to ODOT for review and approval by the ODOT
Right of Way Section. The Staffing Plan must detail the Services to be performed by Qualified
Individuals. Certified Agency shall submit Staffing Plan updates to ODOT for approval as needed
throughout the project to ensure all project Services are performed by Qualified Individuals.
8. ODOT Performing Services as a Consultant: The Parties agree this Paragraph 8 applies only when
ODOT will perform Services for Certified Agency as a consultant on a project. Under such
circumstances, the Parties agree:
a. Certified Agency is responsible for delivering the project under the authority of the Certification
Program Agreement and the Supplemental Project Authorization; and ODOT will perform
Services as a consultant for Certified Agency.
b. The Certification Program Agreement and Supplemental Project Authorization for the project
are sufficient for Certified Agency to contract ODOT to perform Services. The Parties need not
enter into a separate agreement for performance of Services.
c. Any consultant Services to be performed by ODOT will be detailed in the Supplemental Project
Authorization as a special provision.
d. In accordance with the funding provisions in Paragraph V.3. subsection g. of the Program
Agreement, ODOT will provide estimates for the costs of its consultant Services, which are a
subset of the Total Project Costs identified in the Supplemental Project Authorization. Services
performed by ODOT as a consultant shall be invoiced and reimbursed at actual cost to the
project according to Paragraph V.3., subsections g. and h. of the Program Agreement.
9. Previously Donated or Acquired Property: Property previously donated to or acquired by Certified
Agency prior to right of way funding authorization may be incorporated into the Project’s right of
way only after review and approval by ODOT and FHWA. Certified Agency shall submit such requests
Attachment 3
Page 65 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 64 | 68
in writing on a form to be provided by the ODOT Program and Funding Services Manager, who will
coordinate ODOT’s and FHWA’s approval.
10. Disposition of Real Property: Certified Agency agrees that if any real property purchased with federal-
aid participation is no longer needed for the originally authorized purpose, the disposition of such
property shall comply with 2 CFR 200.311 and 23 CFR 710. The disposition of such property may be
subject to ODOT and FHWA approval, and reimbursement to ODOT and FHWA of the required
proportionate shares of the fair market value may be required.
11. Monumentation: Certified Agency shall ensure that all project right of way monumentation is
conducted in conformance with ORS 209.155.
B. CERTIFIED AGENCY ROLE AND RESPONSIBILITIES
1. Preliminary Phase: Certified Agency is responsible for the performance of Services set out in this
Section B.1 during the preliminary right of way phase of each project identified in a Supplemental
Project Authorization, and as identified below. Costs incurred for Services listed under this
Section B.1 shall be charged as preliminary engineering expenditures.
a. Preliminary Phase Services: Certified Agency shall provide the following preliminary phase
Services:
i. Prepare preliminary cost estimates.
ii. Make preliminary contacts with property owners.
iii. Gather and prepare data for environmental documents.
iv. Develop access and approach road list.
v. Prepare field location and project data as defined in the Supplemental Project
Authorization.
b. Title: Certified Agency shall provide the following title Services on the project as follows:
i. Prepare preliminary title reports, if ODOT determines they are needed, before negotiations
for acquisition commence.
ii. Specify the degree of rights to be acquired (e.g., fee, easement), which must be
determined in accordance with the current ODOT Right of Way Manual.
c. Legal Descriptions: Certified Agency shall provide property legal description Services as
follows:
i. Prepare sufficient horizontal control, recovery, and retracement surveys; vesting deeds;
maps; and other data so that legal descriptions can be written.
ii. Prepare project construction plans and cross-section information.
iii. Write legal descriptions and prepare right of way maps.
A. If Certified Agency acquires right of way along or adjacent to a state highway, property
descriptions and right of way maps shall be prepared in accordance with the current
ODOT Right of Way Engineering Manual, incorporated herein by reference. Preliminary
Attachment 3
Page 66 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 65 | 68
and final versions of the property descriptions and right of way maps must be reviewed
and approved by ODOT.
B. The ODOT Right of Way Engineering Manual is available at:
https://www.oregon.gov/odot/ETA/Pages/ROW-Engineering.aspx
d. Hazmat: Certified Agency shall provide the following Services regarding possible hazardous
materials on the project site:
i. Conduct a Level 1 Initial Site Assessment, consistent with ODOT Guidance, within project
limits to detect the presence of hazardous materials on any property purchase, excavation,
or disturbance of structures, as early in the project design as possible, but at a minimum,
prior to property acquisition or approved design.
ii. If the Level 1 Initial Site Assessment indicates the potential presence of contamination that
could impact the properties, conduct a Level 2 Preliminary Site Investigation of sufficient
scope to confirm the presence of contamination, determine impacts to properties, and
develop special provisions and cost estimates. The investigation shall be conducted
according to the current ODOT Hazmat Program Manual, incorporated herein by reference,
and applicable requirements of the Oregon Department of Environmental Quality. The
ODOT Hazmat Program Manual is available at:
https://www.oregon.gov/odot/GeoEnvironmental/Pages/Hazmat-Manual.aspx
iii. If contamination is found as a result of the Level 2 Preliminary Site Investigation, promptly
disclose the severity and extent of contamination to ODOT and present a recommendation
for remediation to ODOT as set forth in ODOT’s Right of Way Manual Section 6.330.
iv. Attempt to have the property owner undertake any necessary remediation at the property
owner’s expense. Other options are set forth in ODOT’s Right of Way Manual section
6.330. If Certified Agency undertakes any remediation on the site, Certified Agency will be
solely responsible for any liability that may arise from such remediation.
2. Right of Way Phase: Certified Agency is responsible for the performance of Services outlined in
this Section B.2 during the acquisition right of way phase of the project as identified below,
except as modified by a Supplemental Project Authorization. Costs incurred for Services listed
under this Section B.2 must be charged as right of way phase expenditures.
a. Right of Way Acquisition:
i. Right of Way Acquisition is the process of obtaining property necessary for the project,
from negotiation to possession of the property, using various sub-processes, including, but
not limited to, appraisal, negotiation, condemnation, relocation, title closing, and project-
related property management.
ii. When performing Services, Certified Agency shall provide ODOT with a quarterly status
update regarding acquisition of project right of way.
iii. Fee Title to properties acquired must be in the full legal name of Certified Agency, unless
otherwise provided in a Supplemental Project Authorization and agreed to by FHWA.
iv. Certified Agency shall adopt a resolution of intention and determination of necessity, prior
to the initiation of negotiations, in accordance with ORS 35.235 and ORS 35.610,
Attachment 3
Page 67 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 66 | 68
authorizing acquisition and condemnation (“Resolution”). Certified Agency’s Resolution
shall be substantially in the form of Section C below.
b. Real Property and Title Insurance: Certified Agency shall determine the sufficiency of title
(taking subject to) in accordance with the current ODOT Right of Way Manual and after
obtaining ODOT’s concurrence; clear encumbrances necessary to conform to these
requirements; obtain title insurance policies as required for the properties acquired; and
provide ODOT copies of the title insurance policies.
c. Appraisal: Certified Agency shall provide the following appraisal Services:
i. Conduct the valuation process of properties to be acquired. If potential contamination of
hazardous materials is identified on the property, Certified Agency shall follow section
6.330 in ODOT’s Right of Way Manual.
ii. Perform the appraisal reviews that will be used by Certified Agency to set just compensation.
d. Just Compensation: Certified Agency’s authorized official shall set just compensation, based
upon the appraisal review performed by Qualified Individuals.
e. Negotiations:
i. Certified Agency shall tender all monetary offers to landowners in writing at the just
compensation amount set by Certified Agency. Certified Agency shall have sole authority to
negotiate and make all settlement offers, subject to the limitations in the ODOT Right of
Way Manual.
ii. When an administrative settlement for a property acquisition is made for an amount
above the set just compensation amount, Certified Agency shall prepare a written
justification statement. Said statement shall document Certified Agency’s determination
that the administrative settlement is reasonable, prudent, and in the public interest. It shall
include the consideration of any property trades, construction obligations, trial risks, and
other relevant items used to justify the administrative settlement.
iii. Certified Agency shall provide ODOT with all pertinent letters, negotiation records,
settlement justification statements, and obligations incurred during the acquisition process.
iv. ODOT and Certified Agency shall determine a date for certification of right of way and
agree to co-sign ODOT’s Right of Way Certification form. ODOT and Certified Agency agree
possession of all right of way is to be complete prior to advertising for any construction
contract, unless otherwise agreed to by Certified Agency and ODOT.
v. Certified Agency is responsible for all project condemnation proceedings and for ensuring all
condemnation processes are complete prior to the agreed upon certification date identified
in subsection iv above.
f. Relocation: Certified Agency shall provide the following relocation Services in accordance with
Chapter 8 of the ODOT Right of Way Manual:
i. Perform any relocation assistance, make replacement housing computations, and do all
things as required by applicable state and federal law necessary to relocate any persons
displaced by the project.
Attachment 3
Page 68 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 67 | 68
ii. Determine relocation benefits for eligible property owners and make relocation and moving
payments.
iii. Facilitate any relocation appeal process(es).
3. Closing Phase:
a. Certified Agency shall close all transactions, including: drawing deeds, releases, and
satisfactions necessary to clear title; obtaining signatures on release documents; and making
payments. When ODOT provides Services as a consultant for Certified Agency, ODOT will
submit to Certified Agency: (a) applicable portions of a Final Report packet as described in
Section 6.590 of the ODOT Right of Way Manual; (b) all agreements with property owners; and
(c) other information required by the Uniform Act or other federal laws regarding acquisition
when federal funds are used as part of a transportation project.
b. Upon acceptance by Certified Agency, any permanent conveyance documents shall be
recorded by Certified Agency.
4. Property Management:
a. Certified Agency shall take possession of all acquired properties. There shall be no
encroachments of buildings or other private improvements allowed upon the state highway
right of way.
b. Certified Agency shall dispose of all improvements and excess land consistent with applicable
state, federal, and local laws and policies, including but not limited to 23 CFR 710.409 and
ODOT Right of Way Manual Chapter 9.
c. Certified Agency shall conduct asbestos, lead paint, and other hazardous materials surveys for
all structures that will be demolished, renovated, or otherwise disturbed as a result of the
project. Asbestos surveys must be conducted by an Asbestos Hazard Emergency Response Act
(AHERA) certified inspector.
5. Condemnation:
a. Certified Agency may offer mediation if Certified Agency and property owners have reached
an impasse.
b. Certified Agency shall perform all administrative functions in preparation of the
condemnation process, such as preparing final offer and complaint letters.
c. Certified Agency shall perform all legal and litigation services related to the condemnation
process.
6. Transfer of Right of Way: When the project will involve a transfer of right of way between the
Parties, the Parties shall coordinate to determine when and how to transfer and accept all right
of way and include that information as a special provision in the Supplemental Project
Authorization.
Attachment 3
Page 69 of 70
Certified Agency / ODOT
Agreement No. 73000-00029336
Page 68 | 68
C. SAMPLE RESOLUTION EXERCISING THE POWER OF EMINENT DOMAIN
The Parties agree the following language is provided as a sample. Certified Agency may copy this
language to incorporate into their own standard resolution form or use the full language and add an
“attested to” line or signature line:
WHEREAS (insert title of agency) may exercise the power of eminent domain pursuant to
(Certified Agency's charter) (statutes conferring authority) and the Law of the State of Oregon
generally, when the exercise of such power is deemed necessary by (insert title of agency)’s
governing body to accomplish public purposes for which (insert title of agency) has
responsibility;
WHEREAS (insert title of agency) has the responsibility of providing safe transportation routes
for commerce, convenience, and to adequately serve the traveling public;
WHEREAS the project or projects known as (insert Project name) have been planned in
accordance with appropriate engineering standards for the construction, maintenance, or
improvement of said transportation infrastructure such that property damage is minimized,
transportation promoted, travel safeguarded; and
WHEREAS to accomplish the project or projects set forth above it is necessary to acquire the
interests in the property described in “Exhibit A” attached to this Resolution and, by this
reference incorporated herein; now, therefore,
BE IT HEREBY RESOLVED by (Certified Agency's Council, Commission, or Board)
1. The foregoing statements of authority and need are, in fact, the case. The project or projects
for which the property is required and is being acquired are necessary in the public interest, and
the same have been planned, designed, located, and will be constructed in a manner which will
be most compatible with the greatest public good and the least private injury;
2. The power of eminent domain is hereby exercised with respect to each of the interests in
property described in Exhibit A to this Resolution. Each is acquired subject to payment of just
compensation and subject to procedural requirements of Oregon law;
3. ([Insert title of Certified Agency]'s staff and [attorney/counsel]) are authorized and
requested to attempt to agree with the owner and other persons in interest as to the
compensation to be paid for each acquisition, and, in the event that no satisfactory agreement
can be reached, to commence and prosecute such condemnation proceedings as may be
necessary to finally determine just compensation or any other issue appropriate to be
determined by a court in connection with the acquisition. This authorization is not intended to
expand the jurisdiction of any court to decide matters determined above or determinable by the
(Certified Agency's Council, Commission, or Board).
4. (insert title of agency) expressly reserves its jurisdiction to determine the necessity or
propriety of any acquisition, its quantity, quality, or locality, and to change or abandon any
acquisition.
DATED this day of , 20____
[insert signature blocks here]
Attachment 3
Page 70 of 70