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Memorandum of Agreement Between the Montana Department of Transportation (MDT) and the City of Missoula for CM 8199 (96), UPN 7259 Missoula-Bike/Ped Striping This Agreement is made and entered into by and between the Montana Department of Transportation (MDT), and the City of Missoula to address bicycle and pedestrian needs within the Missoula urban limits by the application of epoxy pavement marking material to specified bike/ped lanes. The parties to this Agreement agree to the following: 1. The purpose of this Agreement is to set forth the terms and conditions relative to the development and construction of a Congestion Mitigation and Air Quality Project titled Missoula – Bike/Ped Striping. The scope of work includes the application of epoxy paint to re-stripe existing bike lanes located on State Primary Route 7/US 12 and various State Urban Routes within the Missoula Urban limits. See attachment #1 for specific locations. 2. MDT and the City of Missoula recognize the need to develop and construct such project and are willing to share in the costs of the proposed project in accordance with this agreement. 3. This project is eligible for up to $48,829 of federal funding under the CMAQ program, and the financial participation will be 86.58% federal and 13.42% local match. The maximum amount of CMAQ Program and local match funds available for this project is $56,397, for which the state will provide up to a maximum of $48,829 for construction (CN). The local agency will be responsible for the match amount and any costs associated with the project in excess of $56,397. If the final project costs are less than the maximum CMAQ Program/local match amount, the CMAQ Program and local match funds will be recalculated to retain the federal/non- federal match rate (86.58/13.42). Maximum CMAQ Program/local matching funds MDT CMAQ funds $48,829 City of Missoula Match $ 7,568 Total cost $56,397 4. 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 projects share of MDT’s indirect costs as defined by OMB Circular A-87. MDT’s current indirect cost rate is 13.35%, which will be applied to the local share portion of the total project cost. For this project, MDT billings to the City of Missoula 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 of Missoula. Note: If this project extends across more than one fiscal year, more than one annual rate will be involved, as the rates may change during the life of the project. ---PAGE BREAK--- 5. Method of payment – MDT will invoice The City of Missoula for the non-federal match calculated in plus the indirect cost rate shown under and the local agency will submit payment to MDT within thirty (30) days of billing. If the total cost of the project listed in is greater, the City will be responsible for any additional non-federal match and MDT will invoice the City for additional non-federal match, which is due within thirty (30) days. If payment is not made within that thirty (30) day period, interest on the unpaid amount will accrue at the rate of 10% per year, and continue to accrue until paid in full. If the City does not make timely payment, MDT may not participate in any future funding agreements with the City until full payment, including interest, is received. If the cost of the striping is less than the amount under item MDT will issue a refund for the excess non-federal match within 30-days after the completion of the project. The contact for billing, accounting and change order questions for the Local Agency shall be: Contact name: Phil Smith City of Missoula 435 Ryman St. Missoula MT 59802 6. Access and Retention of Records – The City of Missoula agrees to provide the State, Legislative Auditor or their authorized agents access to any records necessary to determine compliance with this Agreement. The City of Missoula agrees to create and retain records supporting this Agreement for a period of three years after the completion date of this Agreement or the conclusion of any claim, litigation or exception relating to this Agreement taken by the State of Montana or a third party. 7. Assignment, Transfer and Subcontracting – The City of Missoula shall not assign, transfer or subcontract any portion of this Agreement without the express written consent of the State. 8. Choice of Law and 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 and Clark. This Agreement will be interpreted according to Montana law. 9. Agreement Modification – Any change to this Agreement will only be by written agreement between parties. 10. 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, inquire, negotiation, contract, or any other form of communication shall be a provision of this Agreement unless specifically provided within the written terms herein. 11. Compliance with Laws – The City of Missoula must, in the performance of this Agreement, fully comply with all applicable federal, state or local laws, rules and regulations, including the Montana Human Rights Act, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973. ---PAGE BREAK--- Attachment A, Non-Discrimination Notice, is incorporated into this Agreement and during the performance of this Agreement, the City of Missoula for itself, its assignees and successors in interest, agrees to adhere to the contents of Attachment A. 12. Termination – The parties may mutually terminate this Agreement in writing at any time. MDT, at its sole discretion, may terminate or reduce the scope of this Agreement if available funding is reduced for any reason. MDT may terminate this Agreement in whole or in part at any time the City of Missoula fails to perform the Agreement terms as set forth. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. STATE OF MONTANA THE CITY OF MISSOULA DEPARTMENT OF TRANSPORTATION By: Lynn Zanto John Engen Planning Administrator Mayor Dated: 2010 Dated: 2010 Approved for Legal Content 2010 By: MDT Legal Services Missoula City Attorney