S T A N D A R D A G R E E M E N T

NONPROFIT INSTITUTIONS

COST REIMBURSEMENT CONTRACT

MDT PROJECT #

CFDA NO. 20.205

PROGRAM NAME: HIGHWAY PLANNING AND CONSTRUCTION

THIS AGREEMENT, made and entered into between the STATE OF MONTANA, DEPARTMENT OF TRANSPORTATION, hereinafter called the “MDT” and , hereinafter called the “Contractor”. THE U.S. DEPARTMENT OF TRANSPORTATION, FEDERAL HIGHWAY ADMINISTRATION, a major contributor of funds for this Agreement, is hereinafter called the “FHWA”.

W I T N E S S E T H:

WHEREAS, the MDT has indicated the need for a study entitled: “”.

WHEREAS, the Contractor has represented that it is qualified and able to conduct the study,

NOW THEREFORE, IT IS AGREED that the Contractor will conduct the study in consideration of the terms, conditions, covenants, and performance as set forth in Sections I through XIX of the following General Agreement Provisions, or attached as exhibits and hereby incorporated into and made a part of this agreement. The parties hereto agree as follows:

GENERAL AGREEMENT PROVISIONS

Section I

Coordination of Agreement Documents

Agreement provisions and the Proposal (Exhibit C) are intended to be mutually complementary. In case of any discrepancy, provisions of this Agreement will prevail over the “Proposal,” and Section XIX, “Special Provisions,” of this “Agreement” will prevail over all others.

Section II

Purpose, Scope of Work and Study Methods

The purpose, scope of work and method of study will be as described in Exhibit C, “Proposal”.

Section III

Meetings

There will be a mandatory kick-off meeting to discuss the scope of work, timelines, any sensitive issues, etc. The Contractor’s Principal Investigator/Project Manager and any others deemed necessary by the Contractor will attend this meeting, which will be held at MDT, Helena MT. The Contractor will prepare the agenda (with input from the MDT Research Project Manager) and meeting materials two weeks prior to the meeting. The Contractor will prepare the meeting notes within two weeks of the meeting fortechnical panel approval. Other meetings may be appropriate and should be specified in the proposal.

The Contractor is required to meet with the State’s personnel, or designated representatives, to resolve technical or contractual problems that may occur during the term of the contract or to discuss the progress made by Contractor and the State in the performance of their respective obligations, at no additional cost to the State. Meetings will occur as problems arise and will be coordinated by the State. The Contractor will be given a minimum of three full working days notice of meeting date, time, and location. Face-to-face meetings are desired. However, at the Contractor's option and expense, a conference call meeting may be substituted. Consistent failure to participate in problem resolution meetings, two consecutive missed or rescheduled meetings, or to make a good faith effort to resolve problems, may result in termination of the contract.

All meetings shall be itemizedas a direct cost to the project budget to be deducted from the total project budget if those events do not take place.

Reports/Deliverables

Reports will be prepared by the Contractor and submitted to the MDT to document work progress and to record project findings, conclusions, developments, and other results, as follows:

  1. Quarterly reports will be prepared and submitted to the MDT on or before January 31, April 30, July 31, and October 31 for each year or part thereof covered under this contract. The quarterly reports will, at a minimum, include the following information: discussion of each of the major tasks outlined in the work plan and whether they have been completed or are still in progress; planned and actual time schedule for each of the tasks, including the overall percent complete using the expended versus planned budget; discussion of financial, staff, equipment and technical problems as they affect the individual tasks, as well as their resolution or attempts at resolution; discussion of major accomplishments or discoveries and their significance especially with respect to implementation; and fiscal expenditures.
  2. Technical memorandums will be prepared for each task, as appropriate. These reports will detail each task sufficiently that they can essentially be compiled to prepare the final report. These reports will be prepared and submitted electronically to the State by the end of the month following the completion of each task.
  3. The draft final report and a cover picture will be prepared and submitted to the MDT no later than. This report will describe the tasks performed as outlined in the proposal and must include, at a minimum, the following information: credit reference to the MDT and FHWA on the title page; technical report documentation page (Exhibit B); disclaimer; ADA alternative format statement; table of contents; summary or abstract, including a brief description of the work and conclusions; introduction, including the problem, its background and a concise history of research; work plan, including the data collection, description of sites and activities and an analysis of the data (all data should be expressed in metric units with the English units following in parentheses); findings and conclusions; recommendations, based on the findings and conclusions, and suggestions; implementation plan, defining the procedure to introduce the results into practice; and literature cited or references. Following submission of corrections by MDT, the final report will be submitted to the MDT no later than, in suitable form for printing and publication.
  4. A draft Research Brief, text and graphics only, will be prepared and submitted to the State no later than . This report will serve as an executive summary and will describe what was done, why it was done, how it was done, results, conclusions, and implementation recommendations. A format will be provided. Following submission of corrections, by the State, the final Research Brief will be submitted no later than.
  5. The Contractor will make a final oral presentation to the MDT. This report should include the same information as described in item 2, final reports.
  6. All reports are considered draft until reviewed and accepted by the State. All reports submitted by the Contractor to the State are to be delivered in MS Word and Adobe Acrobat electronic format. Reports will be prepared as described in section 5.1, Project Level Reporting, of the December 2005Research, Development, and Technology Transfer Guidelines for the Montana Department of Transportation, which can be found at: and the Montana Department of Transportation’s Report Writing Guidelines, which can be found at
  7. For each report, a line item response to each comment is required.
  8. These reports, and their on-time submission, are an important part of this agreement. If the reports are delinquent or not provided, then the work agreed to has not been completed, and payment may not be made.
  9. All deliverablesare due by 12 pm on the specified due date and shall be itemized as a direct cost to the project budget to be deducted from the total project budget if those deliverables are deemed unnecessary.
  10. If test methods are to be developed as a part of this contract and proposed as national standards, the order of submittal shall be first to American Association of State Highway and Transportation Officials (AASHTO), in cooperation with MDT. If the test method or specification is not adopted though the AASHTO process, the Contractor will be free to submit to American Society for Testing and Materials (ASTM) or other national standard organizations.

Section IV

Time

The effective date of this Agreement will be. The Contractor will complete all work described in this Agreement by. This agreement period may be extended by written request of the Contractor for the extension. Such extension will be subject to the approval of the MDT. This Agreement may be terminated as provided for in Section XVI.

Liaison and Services of Notices

All project management and coordination on behalf of the State shall be through a single point of contact designated as the MDT Project Manager. Contractor shall designate a liaison that will provide the single point for Project Management. All work performed pursuant to this contract shall be coordinated between these two Project Managers.

will be the MDT Project Manager.

Research Programs, 2701 Prospect Avenue

Helena, MT59620-1001

Telephone: 406-444-

Fax: 406-444-7204

Email: @mt.gov

will be the Contractor Project Manager.

Telephone:

Fax:

Email:

The MDT and Contractor Project Managers may be changed by written notice to the other party. Written notices, requests, or complaints will first be directed to the Project Manager.

Section V

Agreement Cost

Agreement costs will be identified as direct costs and indirect costs. Indirect costs are set at 20% of the total direct costs (including only the first $25,000 of subcontracts) or 30% of the salaries, wages, and benefits, whichever is less. Direct costs include the following items:

  1. Actual salaries and wages paid, based on the Contractor’s regular scale for personnel directly employed on the project.
  2. Payroll fringe benefits will be based on current established rates.
  3. Invoice cost of materials, minor equipment and supplies used in conducting the project work.
  4. Equipment rental at rates established for Contractor’s charges in his own operations. Equipment use costs will be only those incurred on the project.
  5. Travel and transportation expenses incurred for travel directly connected with the project will be paid only as provided in Section XIII.

Section VI

Payment

Payment to the Contractor will be on a cost reimbursement basis for actual direct and indirect costs incurred in the performance of the terms and conditions as set forth in this Agreement, provided that the total amount will not exceed $.

Reimbursement for indirect overhead and supervision costs attributable to the project will be made in the amount as specified in the proposal. Audits will be made in accordance with U.S. Office of Management and Budget (OMB) Circular No. A-21. Only those costs determined to be reasonable and allowable in a final project audit will be paid.

It is agreed that salary payments to staff members or students on this project will not exceed the amounts normally paid to such members for regular employment with the Contractor. No “extra compensation” salary will be paid without prior written approval by the MDT liaison.

The contractor will pay all costs incurred in conducting the work of the project and will be reimbursed upon approval by the MDT of the Contractor’s billings. Invoices with back up documentation detailing the charges and expenses incurred will be submitted monthly to the research office. Reimbursement will not be made for any costs not clearly and accurately supported by the Contractor’s records and not submitted within sixty days of the date originally incurred. Progress billings must be identified by the designation “Progress” and the final billing by the designation “Final”.

Progress payments will not exceed 85% of the total contract cost. Payments for the final 15% of the contract amount will be made upon completion of the contract.

Section VII

Source of Funds

Unless otherwise indicated under Section XIX, funds made available by Federal law, including 23 U.S.C., Section 505, will be used in payment.

Section VIII

Subcontracting and Special Services

The services of the Contractor are to be directed by. The Contractor will not reassign, sublet or transfer any of the work provided for under this Agreement without prior written approval from the MDT except as shown in the proposal. Changes in key project personnel must be approved by the MDT liaison prior to any changes being made. Subcontracting more than fifty percent (50%) of the work, based on a percentage of the total Agreement price, with the exception of the specialized services listed under Section XIX, will not be approved.

Should subcontractors be used, the contractor will make all reasonable efforts to identify, contact and utilize qualifiedDBE/WBE firms, as certified by the MDT and which appear in the “DBE directory” maintained by the Civil Rights Bureau of the MDT. Evidence of such efforts will be carefully recorded and preserved by the principal investigator.All subcontractors must be informed and comply with all terms and conditions of this contract.

Section IX

Inspection of Work

The MDT will exercise general supervision over the work of the project. The MDT and FHWA will at all times be accorded proper facilities for review and inspection of the work and will at all reasonable times have access to the premises and to all data, notes, records, correspondence, instructions, and memoranda of every description pertaining to the work hereunder.

Section X

Records

The Contractor will maintain accounting records and other evidence pertaining to the costs incurred on this project. These data will be made available for inspection by the MDT, the Montana Legislative Fiscal Analyst’s Office, the Montana Legislative Auditor, the FHWA, or any authorized representative of the Federal Government at all reasonable times at the office of the Contractor during the Agreement period and for three (3) years after the date of the final payment of Federal funds to the project. Copies thereof will be furnished by the Contractor if requested.

Section XI

Ownership

All data, summaries, charts, and records collected and prepared as part of this contract shall be owned by MDT. The material prepared by MDT shall be housed at MDT and the materials prepared by the Contractor shall be housed with the Contractor. Each party shall retain as many copies of the total material produced as deemed necessary to its purposes and free exchange and access is retained by the parties.

In the event that a patentable discovery or invention is produced as a result of the performance of this contract, MDT hereby grants to the Contractor all rights necessary to obtain such patents and related rights in exchange for which the Contractor grants to MDT and FHWA an irrevocable, non-transferable, non-exclusive royalty free license to practice, use, refine, modify, dispose of and/or manufacture any material, invention, report, data or other product of this contract.

Section XII

Supplies, Equipment and Instrumentation

Purchases of supplies or non-major items of apparatus, and equipment listed as a lump sum in the Proposal and for which reimbursement is sought will not exceed such lump sum unless approved in advance by the MDT.

Major items of apparatus and equipment for which reimbursement is sought and which are not identified specifically in the Proposal and approved as part of this Agreement must be approved by the MDT prior to purchase. A major item of apparatus or equipment is one not used up in the work on the project and costing $5,000.00 or more.

All equipment and nonexpendable supplies with value or utility at the end of the study purchased under this or previous contracts shall be released to the MDT at the close of this contract. At the sole option of MDT, said apparatus, equipment, and supplies may be kept by MDT, sold at its depreciated value to the Contractor, or may otherwise be disposed of in accordance with the State of Montana and FHWA rules and regulations.

Section XIII

Travel

Costs incurred for out-of-state travel not specified in the Proposal or Section XIX of this Agreement will not be reimbursed without prior approval by the MDT liaison. In the event in-state travel is not specifically provided for in the Proposal, but becomes necessary, said travel will also have prior approval by the MDT liaison. Reimbursement for both in-state and out-of-state travel will be at rates prescribed in 2-18-501, M.C.A., et seq.

Section XIV

Publication

Either party may publish materials based on information produced by this contract upon notice to and with not less than thirty (30) days review time afforded the other party. Contractor must notify Department of any materials published as a result of this contract. All published materials must give credit to the Department. The Contractor may not, however, publish such materials before the State accepts the final report, without prior written approval from the State. If approval is given, all previous requirements apply. All materials published by the Contractor shall contain a statement indicating that the MDT has accepted or not accepted the final report.

The MDT reserves the right to publish progress and final reports initially, but, if requested in writing by the Contractor, with at least 30 days notice for MDT’s liaison, and MDT’s written approval, it may be published by the Contractor.

Papers, interim or final reports, forms, or other material (including software), which are part of this study, may be copyrighted by the Contractor under the following terms and conditions:

  1. The unit of the Contractor seeking to copyright the material (including software) shall give notice to the MDT of said intent after receipt of which the non-requesting party shall provide written notice that:
  1. Any copyrighted material (including software) shall acknowledge the participation and approval (financial or otherwise) of the non-requesting party or
  2. Any copyrighted material (including software) shall include a written disclaimer as to the acceptance or endorsement of the non-requesting party
  1. Any and all net royalties, fees, income, or revenue of any kind or character shall be accounted for and deposited in a designated account to be used in a manner mutually agreed to by MDT and the contractor solely to support collaborations between MDT and the Contractor.

Neither party will release, either orally or in writing, information, forms, nor other material developed in this study prior to submission of the final report to the MDT, except by prior written approval by the MDT. However, there is no intention to limit discussions of the study with small technical groups or in lectures to employees or students. Lectures to other groups that describe the plans but disclose neither data nor results are permissible without prior written approval by the MDT. Nothing in the Agreement will be construed to affect the preparation and filing of a thesis/dissertation by students working on this study in accordance with the practices normally followed or required by regulations.