HomeMy WebLinkAbout17- Memorandum of Agreement - Montana Department of Transportation (MDT) - Oak Street Corridor (U-1202) Maintenance Agreement City/State Memorandum of Agreement
Oak Street Corridor (U-1202)
Maintenance Agreement
This Memorandum of Agreement(Agreement) is made and entered into by and between
the city of Bozeman ("the City"),a self-governing municipality operating pursuant to its
Charter and the laws of the State of Montana, P.O. Box 1230, Bozeman MT 59771 and the
Montana Department of Transportation ("MDT"), a department of the State of Montana,
P.O. Box 201001, Helena MT 59620-1001 together referred to as "the Parties".
The Purpose of this Agreement is to set forth the respective responsibilities and duties of
the City and MDT associated with the Oak Street Corridor (U-1202) from N. 7t1,Avenue to
N. 19th Avenue a State Highway under the Transportation Commission jurisdiction on the
Urban Highway System as defined in 60-2-125, MCA. This Agreement sets forth the terms
necessary for the City to perform construction and provide maintenance on the Oak Street
Corridor (U-1202). The intersection of N. 7th Avenue/Oak Street and N. 191h Avenue/Oak
are not included in the agreement except for the crosswalks located on Oak Street,
WHEREAS, MDT is responsible for planning, designing,constructing and maintaining State
Highways and roadways,and associated transportation facilities, including associated pull-
offs, parking areas,and rest areas for the use and benefit of the traveling public, in a safe
and efficient manner and in accordance with Title 23 United States Code (U.S.C) and Title
60 Montana Code Annotated (MCA) and has jurisdiction for Oak Street(U-1202) from N 7th
Ave to N 1911,Ave; and
WHEREAS,Oak Street(U-1202) is on the Urban Highway System within the State of
Montana and is eligible to receive Federal Highway Funds; and
WHEREAS, in accordance with the State's agreement with the Federal Highway
Administration (FHWA) of the U.S. Department of Transportation, MDT must ensure that
certain requirements are met in order for MDT to fulfill its obligations to the FHWA and for
the Oak Street Corridor (U-1202) to be eligible for federal funds; and
WHEREAS,The City hereby concurs with the Urban Highway System designation of the
highway that was designated under Section 60-2-110, MCA,
NOW,THEREFORE,The Parties set forth the fundamental duties and responsibilities
necessary for the maintenance of the Oak Street Corridor(U-1202) within public right-of-
way.
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ARTICLE I OBLIGATIONS OF THE CITY- MAINTENANCE
A. The City agrees to conform with all requirements set forth in Title 60, MCA related to
Urban Highway System public highways, MDT and Transportation Commission
authority.
B. The City agrees to conform in all regards to Chapter 8 of Title 61, MCA,and will not take
any action,by enacting an ordinance or otherwise,in contradiction with the traffic laws
in Chapter 8 of Title 61, MCA,with specific reference,but not limited to,the following
matters:
1. Installing any signs, signals,or markings not in conformance with the Standards
approved by the FHWA pursuant to 23 USC§109(d);
2. Establishing a speed limit less than twenty-five (25) miles per hour in any urban
district on the highway;
3. Erecting any markings,sign,signal or traffic control device that will give preference
to local routes that intersect with the highway and no sign,signal or traffic control
device will be erected or constructed, nor shall the establishment or modification of
any speed zone, parking regulation or traffic marking which will affect the traffic on
the highway be made without the express written permission of the State, and then
only after a proper traffic and engineering study indicates that such markings, sign,
signal or traffic control device is required;
4. Erecting any lighting on the highway without the express written permission of the
State,and then only after proper traffic and engineering study indicates that such
lighting devices are required.The plans for such lighting installation shall be
approved by the State before erection;
5. Not requiring the stopping of all traffic at all intersecting streets,alleys and
driveways before entering the highway.Where the City considers that such traffic
control creates a hazardous situation, it will request a traffic and engineering study
by the State.The State,after the study, may authorize in writing modifications to the
traffic control devices as may be in the public interest from a safety and convenience
standpoint;
6. Prohibiting parallel parking on the highway; and
7. Allowing stopping,standing or parking of a vehicle in a place as prohibited by§61-
8-354, MCA.
C. For roadway or decorative lighting inside of incorporated municipalities, the cost of
operation and maintenance of the lighting shall be paid by the City; however,where an
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existing lighting district, which is paid for by the city or special improvement district, is
replaced or upgraded,the city or special improvement district shall continue paying the
amount of the previous payments toward the cost of operation and maintenance of the
new or revised lighting system. If and when the cost of energy or maintenance is
increased by the utility company, the city or special improvement district shall pay their
proportionate share of the rate increase.
D. The City will retain the authority and responsibility for issuing approach permits onto,
right-of-way of the Oak Street Corridor (U-1202), in a manner ensuring that any
approach permit issued does not in any way interfere with the use of the vehicle travel
lanes nor with the safe and efficient use of the sidewalk/pedestrian path by pedestrians.
An integral part of the responsibility is this authority and duty to remove any
unpermitted approach.
E. The City will retain the authority and responsibility for issuing encroachment permits
onto, upon or over the right-of-way of the Oak Street Corridor (U-1202) according to
the terms and conditions established by the City by ordinance or rule subject to
ensuring that any encroachment permit issued does not in any way interfere with the
use of the vehicle travel lanes nor with the safe efficient use of the sidewalk/pedestrian
path by pedestrians. An integral part of this responsibility is the authority and duty to
remove any unpermitted encroachment.
F. The Citywill continue to enforce the ordinances, laws and regulations necessary and
essential for the operation of the Oak Street Corridor (U-1202).
G. All signs required to enforce City ordinances shall be maintained by the City.
H. The City is responsible for costs for any locally-required permits, including but not
limited to building permits, electrical permits,plumbing permits,excavation permits,
and/or engineering permits.
1. Sidewalk/Pedestrian Path Maintenance
1, The City agrees to assume full responsibility for and control of the maintenance of
the sidewalks/pedestrian paths within the corridor at no cost to MDT. The City
may, in its discretion, enforce state laws and its local ordinances, if any,to recover
the costs associated with its sidewalk/pedestrian path maintenance activities from
persons or entities who own property adjacent to the sidewalks and/or who receive
the benefit of the maintenance performed.
a) For the purposes of this Agreement,"Sidewalk/Pedestrian Path Maintenance"
means: snow removal of and/or surface repair of any obstacles or impediment to
the safe and efficient use of the sidewalk/pedestrian path by pedestrians,
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including removal of snow and ice,and the repair of chipped, fractured or broken
sidewalk/pedestrian path due to any cause including but not limited to frost,
landscaping(tree roots), or encroachments.
b) The City may by ordinance or regulation impose landscaping and/or sidewalk
construction responsibilities on property owners whose property abuts the state
facility provided that any new sidewalk construction completed within the
highway right-of-way and under the City's authority meets or exceeds current
MDT standards for accessibility as set forth in the 2010 ADA Standards for
Accessible Design and MDT's detailed drawings, 608 series.
2. The City agrees that the maintenance responsibility will remain in effect until the
sidewalks/pedestrian paths are reconstructed, unless otherwise agreed to in
writing by the Parties.
J. Roadway Maintenance:
1. The City agrees to assume full responsibility for and control of the maintenance of
Oak Street(U-1202) from N 71h Avenue to N 191h Avenue,including the roadway
surface, pavement markings, curb and gutter, storm drains, traffic signals (except at
intersection of N 701 Avenues and N 191h Avenues) and roadway, decorative, or any
lighting required by FHWA or other standards at no cost to MDT. The City may,at
its discretion,enforce state laws and its local ordinances, if any,to recover costs
associated with its roadway maintenance activities from persons or entities who
own property adjacent to the roadway and/or who received the benefit of the
maintenance performed.
a) For the purposes of this agreement, "Roadway Maintenance" means: removal of
and/or surface repair of any obstacles or impediment to the safe and efficient
use of the roadway by the traveling public, including removal of snow and ice
per the City's standards, repair of chipped, fractured, or broken curb from any
cause including but not limited to frost, snow removal activities, landscaping
(tree roots),or encroachments,replacement or repair of roadway and
decorative lighting,and maintenance of landscaping, including tree trimming
and/or removal,and roadway signage and striping.
b) The City may by ordinance or resolution establish parking rules and regulations,
including installation of metered parking.
2. City agrees that tis maintenance responsibility remains in effect for the term of this
Agreement, or until the roadway is reconstructed, unless otherwise agreed to in
writing by the Parties.
K. The City will maintain adequate engineering capabilities to ensure that a continuing
traffic engineering function is carried out on the Oak Street Corridor (U-1202).
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ARTICLE II GENERAL TERMS AND CONDITIONS
A. Term -This Agreement shall continue for ten (10)years at which time the parties may
review the Agreement for updates or modifications. This Agreement will remain in
effect until the new Agreement is in place or until the Oak Street Corridor (U-1202) is
removed from the Urban Highway System.
B. Hold Harmless& Indemnification-
The City shall protect,defend, indemnify,and hold MDT,its elected and appointed
officials,agents,and employees,while acting within their duties as such, harmless from
and against all claims,liabilities,demands, causes of action,and judgements (include
the cost of defense and reasonable attorney fees) arising in favor of or asserted by the
City's employees or third parties on account of damage to property, bodily or personal
injury, or death arising out of any services performed,act or omission that in any way
_ results from the acts or omissions of the City,or their agents,or subcontractors, under
this Agreement, except the negligence of MDT under this Agreement.
MDT shall protect, defend, indemnify,and hold the City, its elected and appointed
officials,agents,and employees, while acting within their duties as such, harmless from
and against all claims,liabilities, demands, causes of action,and judgements (include
the cost of defense and reasonable attorney fees) arising in favor of or asserted by the
MDT's employees or third parties on account of damage to property,bodily or personal
injury,or death arising out of any services performed, act or omission that in any way
results from the acts or omissions of the MDT,or their agents,or subcontractors, under
this Agreement,except the negligence of the City under this Agreement.
C. insurance-The City is a member of the Montana Municipal Interlocal Authority's
(MMIA) Liability Program.The City will maintain for the duration of the Agreement at
its own cost and expense liability coverage against claims for injuries to persons or
damages to property which may arise from or in connection with any act or omission by
the City and its agents,employees,representative,assigns or subcontractors during the
term of this Agreement. Except as may be excluded from coverage under the applicable
MMIA Memorandum of Liability Coverage,this coverage shall cover such claims as may
be caused by any intentional or negligent act or omission. Coverage amounts shall be
no less than$750,000 per claim and $1,500,000 per occurrence.The City must provide
MDT proof of its MMIA coverage before beginning any activities under this Agreement.
The City must notify the State immediately of any change in liability coverage during
the term of this Agreement.
a). Additional insured status: The State, MDT, its officers,officials,employees,and
volunteers are to be covered and listed as additional insureds arising out of the
activities performed by or on behalf of the City, including the insured's general
supervision of any Contractor; products, and completed operations; premises owned,
leased, occupied or used.
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b).Additional covered party endorsement: The City must obtain from the MDT an
additional covered party endorsement listing the State, MDT, its officers,officials,
employees are to be covered and listed as additional covered parties for claims arising
out of the activities performed by or on behalf of the City.
c).Workers'Compensation Insurance: The City provides its employees workers
compensation coverage through the MMIA.The City must maintain workers'
compensation insurance and require its contractor and its contractor's subcontractors
to carry their own workers compensation coverage while performing work within MDT
right-of-way in accordance with §39-71-401/405, Montana Code annotated. Neither
the contractor nor its employees are employees of MDT. This insurance/exemption
must be valid for the entire Agreement period.
D. Public Safety- It is agreed that, if any repairs to the Oak Street Corridor elements must
be performed to address or prevent a public hazard, the City will immediately protect
the area from public access, contact MDT Bozeman Area Maintenance,and make
reasonable and timely effort to correct or repair-the hazard.
E. Invoicing and Indirect Cost (IDC)- If MDT incurs any costs as a result of a public
emergency,as a result of the City not meeting the requirements in this Agreement
which necessitates action on MDT's part concerning the maintenance or repair of the
Oak Street Corridor(U-1202), MDT shall be entitled to be compensated for such costs
by the City and the City shall pay the same within thirty (30) days of its receipt of such
invoices.
Section 17-1-106, MCA, requires any state agency, including MDT, which receives non-
general funds to identify and recover its indirect costs (IDC).These costs are in addition
to direct project costs. MDT's IDC rate is determined annually as a percentage of the
project's direct costs to cover the project's share of MDT's IDC as defined by 2 CFR Part
200,Appendix VII. MDT's current IDC rate is 10.96% for fiscal year 2018 (July 1, 2017
to June 30, 2018). If the work occurs or extends into fiscal year 2019 or beyond the IDC
rate will be charged at the rate agreed to by MDT and the Federal Highway
Administration (FHWA).
i. Invoices will be sent to:
City of Bozeman
PO Box 1230
Bozeman, MT 59771
ii. Payments shall be made to:
Montana Department of Transportation
Attention: Collections
2701 Prospect Avenue
PO Box 201001
Helena, MT 59620-1001
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F. Choice of Law and venue-This Agreement shall be governed by the laws of Montana
The parties agree that any litigation concerning this Agreement must be brought in the
First judicial District Court,in and for the County of Lewis and Clark,State of Montana,
and each party shall pay its own costs and attorney fees. In case of conflict between the
terms and conditions of this Agreement and the laws of the State of Montana,the laws
of the State of Montana shall control.
G. BindingE ffect--The benefits and obligations set forth in this Agreement shall be
binding upon,and inure to the benefit of,their respective successors, administrators
and assigns of the Parties.
H. Relationship_of Parties -- Nothing contained in this Agreement shall be deemed or
construed (either by the parties hereto or by any third party) to create the relationship
of principal and agent or create any partnership joint venture or other association
between the Parties.
I. Non-Discrimination-The City will require that during the performance of any work
arising out of this Agreement the City, for itself,assignees,and successors shall comply
with all applicable non-discrimination regulations, as set forth in Attachment"A"
attached hereto and made part of this Agreement.
Additionally, MDT requires that any construction resulting from this Agreement must
include appropriate pedestrian facilities that meet or exceed current MDT standards for
accessibility as set forth in the U.S.Architectural &Transportation Barrier Board,
Americans with Disabilities Act Accessibility Guidelines (ADAAG) and MDT's detailed
drawings,608 series.
J. Audit-The City grants to the Legislative Auditor and the Legislative Fiscal Analysts the
right,without prior notice and during normal business hours,to audit,at their own
costs and expense,all records, reports, and other documents,the City maintains in
connection with this Agreement.
K. Amendment and Modification --This Agreement may be modified or amended only by
written Addendum signed by the parties. In addition to the terms and conditions
contained herein,the provisions of any Addendum may be incorporated and made a
part hereof by this reference in the terms of the amendment so provided. In the event
of any conflict between the terms and conditions hereof and the provisions of any
Addendum, the provision of the Addendum shall control, unless the provisions thereof
are prohibited by law.
L. Representatives-
a. Cites Representative: The City's Representative for the purpose of this Agreement
shall be the Bozeman City Manager or designee or such other individual as City shall
designate in writing. Whenever approval or authorization from or communication or
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submission to City is required by this Agreement, such communication or submission
shall be directed to the City's Representative and approvals or authorizations shall be
issued only by such Representative; provided, however,that in exigent circumstances
when City's Representative is not available, MDT may direct its communication or
submission to other designated City personnel or agents.
b. MDT's Representative: The MDT Representative for the purpose of this
Agreement shall be Butte District Administrator or the Bozeman Area Maintenance
Chief or such other individual as MDT shall designate in writing. Whenever direction to
or communication with MDT is required by this Agreement, such direction or
communication shall be directed to MDT's Representative; provided,however,that in
exigent circumstances when MDT's Representative is not available, City may direct its
direction or communication or submission to other designated MDT personnel or
agents.
M. Counterpart Execution-This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall constitute one
and the same Agreement. The counterparts of this Agreement may be executed and
delivered by facsimile or other electronic signature by any of the parties to any other
party and the receiving party may rely on the receipt of such document so executed and
delivered by facsimile or other electronic means as if the original had been received.
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IN WITNESS WHEREOF, the Department's authorized representative has hereunto signed
on behalf of the State of Montana, and the City Manager of the City of Bozeman, on behalf of
the City, has signed and affixed hereto the seal of the City.
STATE OF MONTANA,DEPARTMENT OF TRANSPORTATION
By A5fPTErgBCL 13 . 2017
4� veej' artment of Transportation
(�iyr�J�iw�0n
Approved for Legal Content
Approved for Civil Rights
CITY OZEMAN
kDe nis M.Taylor
Interim City Manager
Attest: ,CIO
Robin Crough , * ;
City Clerk
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ATTACHMENT A
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Rev.01/2017
MDT NONDISCRIMINATION
AND
DISABILITY ACCOMMODATION NOTICE
Montana Department of Transportation ("MDT") is committed to conducting all of its business in an
environment free from discrimination, harassment, and retaliation. In accordance with State and
Federal law MDT prohibits any and all discrimination and protections are all inclusive (hereafter
"protected classes") by its employees or anyone with whom MDT does business:
Federal protected classes State protected classes
Race,color, national origin, Race, color, national origin, parental/marital status,
sex, sexual orientation, gender identity, pregnancy, childbirth,or medical conditions
age, disability, & Limited English Proficiency related to pregnancy or childbirth, religion/
creed, social origin or condition, genetic
information, sex, sexual orientation,gender
identification or expression, national origin,
ancestry, age, disability mental or physical, political
or religious affiliations or ideas, military service or
veteran status
For the duration of this contract/agreement, the PARTY agrees as follows:
(1) Compliance with Regulations: The PARTY (hereinafter includes consultant)will comply with all
Acts and Regulations of the United States and the State of Montana relative to Non-
Discrimination in Federally and State-assisted programs of the U.S. Department of
Transportation and the State of Montana, as they may be amended from time to time, which are
herein incorporated by reference and made a part of this contract.
(2) Non-discrimination:
a. The PARTY, with regard to the work performed by it during the contract,will not
discriminate, directly or indirectly, on the grounds of any of the protected classes in the
selection and retention of subcontractors, including procurements of materials and
leases of equipment, employment, and all other activities being performed under this
contract/agreement.
b. PARTY will provide notice to its employees and the members of the public that it serves
that will include the following:
i. Statement that PARTY does not discriminate on the grounds of any protected
classes.
ii. Statement that PARTY will provide employees and members of the public that it
serves with reasonable accommodations for any known disability, upon request,
pursuant to the Americans with Disabilities Act as Amended (ADA).
iii. Contact information for PARTY's representative tasked with handling non-
discrimination complaints and providing reasonable accommodations under the
ADA.
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iv. Information on how to request information in alternative accessible formats.
c. In accordance with Mont. Code Ann. §49-3-207, PARTY will include a provision, in all of
its hiring/subcontracting notices, that all hiring/subcontracting will be on the basis of
merit and qualifications and that PARTY does not discriminate on the grounds of any
protected class.
(3) Participation by Disadvantaged Business Enterprises (DBEs):
a. If the PARTY receives federal financial assistance as part of this contract/agreement,the
PARTY will make all reasonable efforts to utilize DBE firms certified by MDT for its
subcontracting services. The list of all currently certified DBE firms is located on the
MDT website at mdt.mt.gov/business/contracting/civil/dbe.shtml
b. By signing this agreement the PARTY assures that:
The contractor, sub recipient 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.
c. PARTY must include the above assurance in each contract/agreement the PARTY
enters.
(4) Solicitation for Subcontracts, Including Procurement of Materials and Equipment: In all
solicitations, either by competitive bidding, or negotiation, made by the PARTY for work to be
performed under a subcontract, including procurements of materials, or leases of equipment,
each potential subcontractor or supplier will be notified by the PARTY of the PARTY's obligation
under this contract/agreement and all Acts and Regulations of the United States and the State of
Montana related to Non-Discrimination.
(6) Information and Reports: The PARTY will provide all information and reports required by the
Acts, Regulations, and directives issued pursuant thereto and will permit access to its books,
records, accounts, other sources of information and its facilities as may be determined by MDT
or relevant US DOT Administration to be pertinent to ascertain compliance with such Acts,
Regulations, and instructions. Where any information required of a contractor is in the exclusive
possession of another who fails or refuses to furnish the information, the PARTY will so certify to
MDT or relevant US DOT Administration, as appropriate, and will set forth what efforts it has
made to obtain the information.
(6) Sanctions for Noncompliance: In the event of a PARTY's noncompliance with the Non-
discrimination provisions of this contract/agreement, MDT will impose such sanctions as it or the
relevant US DOT Administration may determine to be appropriate, including, but not limited to:
a. Withholding payments to the PARTY under the contract/agreement until the PARTY
complies; and/or
b. Cancelling, terminating, or suspending the contract/agreement, in whole or in part.
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(7) Pertinent Non-Discrimination Authorities:
During the performance of this contract/agreement, the PARTY, for itself, its assignees, and
successor in interest, agrees to comply with the following non-discrimination statues and
authorities; including but not limited to:
Federal
- Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21;
- The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
- Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the
basis of sex);
- Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
- The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age);
- Airport and Airways Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
- The Civil Rights Restoration Act of 1987, (PL 100-209), (broadened the scope, coverage, and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975, and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
"programs or activities" to include all of the programs or activities of the Federal-aid recipients,
sub-recipients, and contractors, whether such programs or activities are Federally funded or
not);
- Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis
of disability in the operation of public entities, public and private transportation systems, places
of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;
- The Federal Aviation Administration's Non-Discrimination statute(49 U.S.C. §47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
- Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which prevents discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
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- Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes discrimination
because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must
take reasonable steps to ensure that LEP persons have meaningful access to your programs
(70 Fed. Reg. at 74087 to 74100);
- Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.).
- Executive Order 13672 prohibits discrimination in the civilian federal workforce on the basis of
gender identity and in hiring by federal contractors on the basis of both sexual orientation and
gender identity.
State
- Mont. Code Ann. §49-3-205 Governmental services;
- Mont. Code Ann. §49-3-206 Distribution of governmental funds;
- Mont. Code Ann. §49-3-207 Nondiscrimination provision in all public contracts.
(8) Incorporation of Provisions: The PARTY will include the provisions of paragraph one through
seven in every subcontract, including procurements of materials and leases of equipment, unless
exempt by the Acts, the Regulations and/or directives issued pursuant thereto. The PARTY will
take action with respect to any subcontract or procurement as MDT or the relevant US DOT
Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. Provided, that if the PARTY becomes involved in, or is threatened with litigation
by a subcontractor, or supplier because of such direction, the PARTY may request MDT to enter
into any litigation to protect the interests of MDT. In addition, the PARTY may request the United
States to enter into the litigation to protect the interests of the United States.
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