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Memorandum of Agreement between the Montana Department of Transportation (MDT) and the City of Missoula for Air Quality Equipment This Agreement made and entered into by and between the Montana Department of Transportation (MDT) and City of Missoula (City) is known as MDT uniform project number 6019 003 and federal project number CM STWD (057). The acquisition of equipment identified in this Agreement provides the City the means to reduce PM-10 particulate matter and it is understood the equipment will be used solely for this purpose. The parties to this Agreement agree to the following: 1. The purpose of this Agreement is to set forth the terms and conditions for the MDT to acquire, and then transfer title of, one Street Sweeper to the City. Street Sweeper $207,340.00 1 unit $207,340.00 Sub-total $207,340.00 2. It is understood and agreed between the parties that: Section 17-1-106. MCA, requires any state agency, including MDT, that receives non-general funds to identify and recover its indirect costs. These costs are in addition to direct project costs. MDT’s indirect cost rate is determined annually as a percentage of the project’s direct costs to cover the project’s share of MDT’s indirect costs as defined by OMP Circular A- 87. MDT’s current indirect cost rate is 13.35% for fiscal year 2011 (July 1, 2010 to June 30, 2011). For this project, MDT billings to the City will include a charge for the indirect costs at the current fiscal year indirect cost rate, which amount will be applied toward the total project contribution of the City. Indirect Cost for SFY 2011 applied to project sub-total 13.35.% $ 27,679.89 Total $235,019.89 3. The acquisition of the equipment shown under item will be partially funded with Congestion Mitigation and Air Quality (CMAQ) funds made available to City and local match. The financial responsibility of the parties in this Agreement are: 2010-2014 Missoula Transportation Improvement Program funds MDT (Missoula CMAQ funds) (86.58%) $200,216.25 City (local match) (13.42%) $ 31,033.75 Sub-total $231,250.00 Other City (Additional contribution) (100%) $ 3,769.89 Total $ 235,019.89 Total State $ 200,216.25 Total City $ 34,803.64 4. Method of payment – The local match shown under item is due and payable to the MDT no less than thirty (30) days prior to delivery of the equipment. If invoice is not paid within 30-days MDT may charge 10% interest on any unpaid balance. Any cost over and above the amount specified under item will be the responsibility of the City. MDT will invoice the City for any additional match, which is due within thirty (30) days. The equipment will not be released by MDT until these requirements are met. The contact for billing and payment questions for the City of Missoula is Jack Stuckey, CPFP, City of Missoula, 435 Ryman Street, Missoula, Montana 59802. 5. Venue – In the event of litigation concerning this Agreement, venue will only be in District Court of the First Judicial District of the State of Montana in and for the County of Lewis & Clark. This Agreement will be interpreted according to Montana law. 6. Agreement Modification – Any change in this Agreement will only be by written agreement between the parties. ---PAGE BREAK--- 7. Indemnification – The parties agree that MDT’s only role in this agreement is to pay for part of the requested equipment. The City hereby fully indemnifies and holds harmless the State of Montana, MDT, and its employees and agents, from and against all claims, demands or actions, including MDT’s attorney’s fees. litigation expenses or costs, from damages to property or injury to persons or other damage to persons or entities arising out of, or resulting from the performance of this Agreement, including any use of the equipment. . Upon transfer of title of the equipment to the City of Missoula, MDT is released from any and all responsibility for the equipment and the City assumes all responsibility and liability for ownership, maintenance and operation of the equipment. 8. Severability and Integration – If any single part or parts of this Agreement are determined to be void, the remaining parts will remain valid and operative. This Agreement, as written, expresses the total, final and only agreement of the parties relevant to its subject matter. No provision, expressed or implied, arising from any prior oral or written request, bid, inquiry, negotiation, contract, or any other form of communication shall be a provision of this Agreement unless specifically provided within the written terms herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. STATE OF MONTANA DEPARTMENT OF TRANSPORTATION CITY OF MISSOULA By: By: Lynn Zanto John Engen Planning Division Administrator Mayor Dated: , 20__ Dated: , 20__ Approved for Legal Content By: By: MDT Legal Services Missoula City Attorney’s Office ---PAGE BREAK--- NON-DISCRIMINATION NOTICE During the performance of this Agreement, (hereafter in this Section “the Party”), for itself, its assignees and successors in interest, agrees as follows: A) COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 FOR FEDERAL-AID CONTRACTS Compliance with Regulations: The Party shall comply with all Regulations relative to nondiscrimination in Federally-assisted programs of the Department of Transportation, 49 Code of Federal Regulations (CFR), Part 21, as they may be amended (hereafter referred to as the Regulations), which are incorporated by reference and made a part of this Agreement, even if only state funding is here involved. Nondiscrimination: The Party, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of sex, race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Party shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR Sec. 21.5. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations, whether by competitive bidding or negotiation by the Party for work to be performed under a subcontract, including procurement of materials or leases of equipment, any potential subcontractor or supplier shall be notified by the Party of the Party's obligations under this Agreement and the Regulations relative to nondiscrimination. Information and Reports: The Party will provide all reports and information required by the Regulations, or directives issued pursuant thereto, and permit access to its books, records, accounts, other sources of information and its facilities as may be determined by State or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with Regulations or directives. Where any information required of the Party is in the exclusive possession of another who fails or refuses to furnish this information, the Party shall so certify to the Department or the FHWA as requested, setting forth what efforts it has made to obtain the information. Sanctions for Noncompliance: In the event of the Party's noncompliance with the nondiscrimination provisions of this Agreement, State may impose sanctions as it or the FHWA determines appropriate, including, but not limited to, Withholding payments to the Party under the Agreement until the Party complies, and/or Cancellation, termination or suspension of the Agreement, in whole or in part. ---PAGE BREAK--- Incorporation of Provisions: The Party will include the provisions of paragraphs through in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Party will take such action with respect to any subcontract or procurement as the State or the FHWA may direct to enforce such provisions including sanctions for noncompliance: Provided, however, that in the event the Party is sued or is threatened with litigation by a subcontractor or supplier as a result of such direction, the Party may request the State to enter into the litigation to protect the interests of the State, and, in addition, the Party or the State may request the United States to enter into such litigation to protect the interests of the United States. B) COMPLIANCE WITH THE MONTANA GOVERNMENTAL CODE OF FAIR PRACTICES, SEC. 49-3-207, MCA In accordance with Section 49-3-207, MCA, the Party agrees that for this Agreement all hiring will be made on the basis of merit and qualifications and that there will be no discrimination on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin by the persons performing the Agreement. C) COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT (ADA) The Party will comply with all regulations relative to implementation of the AMERICANS WITH DISABILITIES ACT. The Party will incorporate or communicate the intent of the following statement in all publications, announcements, video recordings, course offerings or other program outputs: "The Party will provide reasonable accommodations for any known disability that may interfere with a person in participating in any service, program or activity offered by the Party. In the case of documents, recordings or verbal presentations, alternative accessible formats will be provided. For further information call the Party." All video recordings produced and created under contract and/or agreement will be closed-captioned. D) COMPLIANCE WITH PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES IN DEPARTMENT OF TRANSPORTATION FINANCIAL ASSISTANCE PROGRAMS, 49 CFR PART 26 Each Agreement the Department signs with a Party (and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: The Party, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Party shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Party 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