ITEM NO:       4f_Attach 1

DATE OF MEETING: June 9, 2015

Great Northern Corridor Coalition
Phase II

MEMORANDUM OF UNDERSTANDING
BETWEEN
THE MONTANA DEPARTMENT OF TRANSPORTATION
AND
PORT OF SEATTLE

INTRODUCTION
The Great Northern Corridor consists primarily of east-west oriented transportation inastructure
tying together the northern tier of the western United States. This interconnected transportation
system serves 27 million Americans in eight states. The primary focus of this corridor is the rail
network from the Great Lakes to the Pacic Ocean and infrastructure such as highways, ports,
and terminals. This infrastructure is aging and capacity demand is increasing.

The Great Northern Corridor Multistate Planning and Development Study Phase H will expand
upon the work completed in Phase I by using the project criteria and initiatives that will enhance
the corridor's strengths, further develop multimodal opportunities and reduce the weaknesses and
mitigate threats along the corridor.

PURPOSE
This Memorandum of Understanding (MOU) establishes a framework for cooperation and
coordination of public and private sector stakeholders along the Great Northern Corridor for the
vision to: Develop the Great Northern Corridor into a seamless multistate freight corridor
consisting of road and rail networks that promote economic growth for neighboring communities
and accommodate the demand for efcient and environmentally sound transportation services.

RESPONSIBILITES AND PROCEDURES
There are two types of members in the Great Northern Corridor Coalition: contributing partner
and project supporter. Contribution partners provide a nancial contribution or inkind match
for the Multistate Corridor Operations and Management Program (MCOM) grant to complete a
Great Northern Corridor Multistate Planning and Development Study Phase II. Project
supporters support the concept of this study and may be invited to participate in stakeholder
activities.

This MOU formalizes contributing member status in the Great Northern Corridor Coalition and
it is mutually agreed that:

The Montana Department of Transportation (MDT) will serve as the administrative entity for the
Great Northern Coalition and will administer the MCOM Phase II grant.

The study will support the vision to develop the Great Northern Corridor into a seamless
multistate freight corridor consisting of road and rail networks that promote economic grth for

neighboring communities and accommodate the demand for efcient and environmentally sound
transportation services.

FUNDING
The funding will be used in compliance with federal and State of Montana regulations for
completion of the Great Northern Corridor Multistate Planning and Development Study Phase II.

A budget has been developed and is included in the grant application. Each participating agency
I
will sign a participation agreement to formally commit funds for this study. The execution of
this MOU shall constitute that agreement.

MDT will invoice Port of Seattle no more than 60-days prior to let for agreed contribution of
$10,000. If invoice is not paid within 30days, MDT may charge interest at the rate of 10 percent
per annum. Interest will accrue until invoice is paid in full.

An appropriate contract executed between MDT and contractors will provide the means for the
contractor to invoice MDT for the work performed. MDT will then review the invoice and
process payment.

INDIRECT COSTS
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 dened by 2 CFR Part 200, Appendix VII. MDT's current indirect cost rate is
9.13% for scal year 2015 (July 1, 2014 to June 30, 2015). If this project extends across more
than one scal year, more than one annual rate will be involved, as the rates may change during
the life of the project.

OPERATIONAL POINT OF CONTACT
Montana Department of Transportation
Meghan Larsen
(406) 4446121
mlarsen@mt.gov

LIMITATIONS
Nothing in this MOU between Agencies shall be construed as limiting or expanding the statutory
or regulatory responsibilities of any involved individual in performing functions granted to them
by law; or as requiring either entity to expend any sum in excess of its respective appropriation.
Each and every provision of this MOU is subject to the laws and regulations under which
Agencies operate.

Nothing in this MOU shall be construed as expanding the liability of either party. In the event of
a liability claim, each party shall defend its own interests. Neither party shall be required to
provide indemnication of the other party.

EFFECTIVE DATE
This MOU will become effective upon all parties signing this agreement.

METHOD OF 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.

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, nal 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 specically provided
within the written terms herein.

AUDITS
MDT will comply with Federal audit requirements and its records will be available for review by
the participating agencies and FHWA. MDT shall retain all records relating to the performance
of any work accomplished under this grant for a period not less than three years after nal
payment.

AMENDMENTS
Amendments to this MOU shall become effective upon mutual agreement and written approval
by Agencies' signing authority.

ACCESS AND RETENTION OF RECORDS
The Port of Seattle agrees to provide the State, Legislative Auditor or their authorized agents
access to any records necessary to determine compliance with this Agreement. The Port of
Seattle 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.

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.

SIGNATURES
Execution of Memorandum of Understanding
Port of Seattle and the Montana Department of Transportation agree to this Memorandum of
Understanding and authorize their ofcers to execute it, thereby obligating appropriate funding
for the study.

Port of Seattle                   Montana Department of Transportation

(Signature)                      (Signature)

Name:                        Name:

Title:                                    Title:

Date:                              Date:


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