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I1. MDT PathParks and Recreation Dept M01V7rj ]VA REPORT TO: Doug Russell, City Manager l�— FROM: Chad Fincher, Director, Parks and Recreation SUBJECT: Transportation Alternatives Project Funding and Maintenance Agreement UPN 9451 — Hwy 93-Kal Bike/Pedestrian Path MEETING DATE: January 16, 2018 BACKGROUND: The Montana Department of Transportation has approved our MAP-21 TA project application and awarded grant funding for the Hwy 93 bike/pedestrian path, located along the west side of US 93 adjacent to the Kalispell Youth Athletic Complex. The project consists of a shared use path section approximately 892 feet in length completely within the MDT right-of-way. Under MAP-21 TA, trail projects completely on -system (in the MDT right- of-way) do not require a local match. The project amount of $251,152 for preliminary engineering, construction engineering, and construction of the trail will be paid for with Federal and State funds. The breakdown is $217,447 in TA funds, and $33,705 in State funds. The State will design, advertise for bid, and award the contract to construct an ADA compliant bike/pedestrian path in Kalispell adjacent to the KYAC. Upon completion of the project the City agrees to service, maintain, repair and operate the path at its own expense. RECOMMENDATION: It is recommended the City Council accept the grant and approve the project agreement with the Montana MDT. FISCAL EFFECTS: There are no fiscal effects. ALTERNATIVES: As suggested by council. ATTACHMENTS: Agreement with the Montana Dept. of Transportation 306 Is'Avenue Easi, P.O. Box 1997, Kalispell, MT 59903 —Phone (406)758-7718— Fax (406)758-7719 www.kalispell.com MD7* Montana Department of Transportation Michael T. Tooley, Director 2701 Prospect Avenue Steve Bullock, Governor PO Box 201001 Helena MT 59620-1001 December 14, 2017 Chad Fincher Parks & Recreation Director PO Box 1997 Kalispell, MT 59903 Subject: Transportation Alternatives Program Project Funding & Maintenance Agreement UPN 9451 BIKE/PED PATH II HWY 93-KAL Enclosed are three project agreements being submitted to you for signatures. Please obtain the needed City approvals and return all copies to this office. We will return an original signed copy to you. Should you have any questions regarding the agreements, please contact me at (406) 444- 6118 or dholien(cv.mt.gov. Dave Holien, P.E. TA Engineer cc: File Enclosures: Project Agreements (3) Community Iranspertatia; Enhancement Program An Equal Opportunity Employer Engineering l ivis(on-Consultant Desigr, Bureau Phone f406) 444-4221 7-TY. (800) 335-1592 Fax ;406j 444-9451 ✓Veb Page. vrrnri.mdt.state. mt. us BIKE/PED PATH II HWY 93-KAL UPN 9451 MONTANA TRANSPORTATION ALTERNATIVES PROGRAM PROJECT FUNDING AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into by and between the State of Montana, acting by and through its Department of Transportation, P.O. Box 201001, Helena MT 59620-1001, hereinafter called "MDT" or the "State", and the City of Kalispell, hereinafter called the "City" together referred to as "the Parties". WHEREAS, the City was successful in obtaining Montana Transportation Alternative (TA) funds to develop and construct a shared -use path in Kalispell through TA project, UPN 9451000, titled BIKE/PED PATH II HWY 93-KAL (hereinafter the "Project"); and, WHEREAS, the estimated cost of the Project's development as noted in Table 1 of this agreement will be financed by the State using TA funds and matching funds provided by the State; and, NOW, THEREFORE, in consideration of the covenants herein contained, the parties agree that: 1. The State will design, advertise for bid and let and award the Project to construct a shared -use path approximately 892 feet in length. The Project shall be located in Kalispell along the west side of US 93 (N-5) adjacent to the Kalispell Youth Complex. 2. The City contact for Project related questions shall be: Chad Fincher Parks & Recreation Director PO Box 1997 Kalispell, MT 59903-1997 406-758-7960 cfincher@kalispell.com 3. The State Contact for Project related questions shall be: Dave Holien Montana Department of Transportation 2701 Prospect Avenue PO Box 201001 Helena, MT 59620-1001 406-444-6118 dholien@mt.gov 4. 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 BIKE/PI D PATH II HWY 93 KAL U P N 9451 of MDT's indirect costs as defined by 2 CFR Part 200, Appendix VII. MDT's current indirect cost rate is 10.96% for fiscal year 2018 (July 1, 2017 to June 30, 2018). 5. The Parties understand that it is possible that the estimated cost of the Project may be exceeded once the Project has begun. For the PE and CE phases, the State agrees to cover cost overruns using TA and State matching funds. For the CN phase, the State agrees to award the Project using TA funds provided the lowest responsive bid does not exceed the allowable overrun percentage listed in Table 2. The State will contact the City if the lowest responsive bid exceeds the allowable overrun percentage listed in Table 2 to determine a funding solution agreeable to both Parties. If both Parties don't agree to fund the overrun, the State will recommend the Commission not award the Project. The State will work with the City to identify scope changes to bring the Project into a fundable level and re -advertise for letting. If scope changes cannot be agreed to by both Parties, then the Project may either be re -advertised and both Parties agree to fully fund it in accordance with this agreement or the Project may be withdrawn and the City agrees to reimburse the State for all TA funds expended to date. The State's Project Manager will inform the City's point of contact beforehand, and as early as possible, of anything that appears will result in a cost increase, and will discuss the need for any possible additional costs, alternative designs, or a reduction in the Project's scope with the City and will consider the City's comments and concerns for that additional cost or alteration in scope or design. None of this will prevent, delay, or excuse the City from paying for any additional costs deemed necessary by State. 6. 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 is billed for additional funds, MDT will not participate in any future funding agreement with the City until full payment, including interest, is received from the City. 7. Upon completion of the Project by the State and its contractor, the City, at its sole expense, agrees that it will service, maintain, repair and pay the cost of operating the Project described in this agreement. The City agrees that it is responsible to service, maintain, repair and operate the Project to ensure that it does not negatively impact the operation of the path or the safety of the traveling public. In the event that all or part of the Project becomes unsafe for use, the City agrees to restrict access to the affected area until the condition has been repaired. If the City fails to service, maintain, repair and pay the cost of operating this Project as described in this agreement, the State, in its sole discretion, may service, maintain, repair and operate the Project and bill the City for such service, maintenance and operation, and the City agrees to pay the State its costs. Service, maintenance, repair and operation costs are subject to indirect cost recovery as per Section 17-1-106. MCA. 7 BIKE/PFD PATH II HWY 93-KAL UPN 9451 For the purposes of this agreement, "maintenance of a shared -use path" is defined as: grinding or milling down path displacements; surface patching; crack sealing; sweeping; cleaning; washing; replacing small portions of damaged path; removal of snow and ice; repair of chipped, fractured, or broken surface from any cause including but not limited to frost heaving, landscaping, tree roots, or permitted encroachments; removal of debris and other obstructions or impediments to safe pedestrian travel; and any and all other normally accepted maintenance practices. 8. Storm Water Management — If the project is anticipated to disturb one acre or more, then the following applies. (1) Construction Storm Water General Permit. (a) Upon completion of all physical work associated with construction activity, the parties will inspect the temporary erosion and sediment control measures and devices as part of the Department's final inspection with the Department's contractor. The Department will provide the City with the Storm Water Pollution Prevention Plan (SWPPP) package for tht City's review. Within ten (10) days of receiving the package, the City will provide the Department with an itemized list of any outstanding records or deficiencies associated with the SWPPP. Upon the Department's and City's approval of site conditions and contractor records, the Department will provide the City a Permit Transfer Notification (PTN) form. The City will return the signed PTN form to the Department within ten (10) business days. The Department will forward the completed PTN form and transfer fees to the Montana Department of Environmental Quality (DEQ). (b) Once DEQ transfers the Construction Storm Water General Permit Authorization, the City will inspect, maintain, and revise the Best Management Practice devices (BMPs) in accordance with DEQ permit requirements until final stabilization is met and permit coverage is terminated. (c) The City agrees to pay annual fees associated with permit coverage until termination. (2) Small Municipal Separate Storm Sewer System (MS4) Permit. (a) The Department concludes and City agrees that the project work is designed in compliance with applicable Small MS4 Permit requirements. (b) The City agrees to operate, monitor and maintain storm water management features in compliance with applicable MS4 requirements. 9. The City agrees that it will defend, protect, indemnify, and hold the State, 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 BIKE/PED PATH II HWY 93-KAl U P N 9451 agents, or subcontractors, under this Agreement, except the negligence of the State under this Agreement. The State agrees that it will 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 State'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 State, or their agents, or subcontractors, under this Agreement, except the negligence of the City under this Agreement. 10. 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. 11. 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. 12. Insurance — The City shall maintain for the duration of the Agreement at their cost and expense insurance 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 their agents, employees, representative, assigns or subcontractors. This insurance shall cover such claims as may be caused by any intentional or negligent act or omission. a) Commercial General Liability Insurance: The City shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage as set forth below, to cover such claims as may be caused by any act, omission, or negligence of the City or their officers, agents, representatives, assigns, or subcontractors. Commercial General Liability insurance covering all operations under the Agreement shall have coverage substantially similar to the standard ISO Commercial General Liability Insurance policy, the limits shall be: Each Occurrence $1,000,000.00 General Aggregate $2,000,000.00 Excess/Umbrella Liability Insurance $2,000,000.00 Any party classified as a governmental entity may meet the insurance requirements of this Agreement through self-insurance or risk sharing pool coverage which meets Montana statutory tort limits. Proof of self-insurance or risk sharing pool coverage must be provided to MDT before commencement of the Agreement activities. The City must notify the State immediately of any change in insurance coverage during the term of this Agreement, and must meet the limits for private insurance shown above should self-insurance or risk sharing pool coverage be discontinued. III BIKF/PFD PATH II HWY 93 KAL UPN 9451 b) 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. c) Certificates of Insurance: Insurance is to be placed with an insurer with a Best's rating of no less than A-. The Best's rating requirement does not apply to any governmental entity self-insurance or risk -sharing pool insurance coverage. The City must notify the State immediately of any material change in insurance coverage, such as changes in limits, coverages, changes in status of policy, etc. The State reserves the right to require complete copies of insurance policies at any time. 13. Agreement Modification — Any change to this Agreement will only be by written agreement between the Parties. 14. 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 communications shall be a provision of this Agreement unless specifically provided within the written terms herein. 15. Termination — The Parties may mutually terminate this Agreement in writing at any time prior to the award of the construction contract . MDT, at its sole discretion, may terminate or reduce the scope of this Agreement if available funding is reduced for any reason. Should the City decide to terminate the Project, the City will be responsible for the reimbursement of the TA funds expended to date. MDT may terminate this Agreement in whole or in part at any time if the City fails to perform the Agreement as set forth. If MDT terminates this Agreement due to the City's failure to perform, the City will be responsible for the reimbursement of the TA funds expended to date. 16. Compliance with Laws - The City shall, at all times during the performance of its obligations of this Contract strictly adhere to all applicable local, state and federal laws and regulations, including but not limited to: Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1972, the Education Amendments of 1972, the Age Discrimination Act of 1975, the Americans With Disabilities Act, including Title II, Subtitle A, 24 U.S.C. Sec. 12101, et seq., all rules and regulations applicable to these laws prohibiting discrimination based upon actual or perceived race, color, national origin, ancestry, religion, creed, sex, age, marital or familial status, physical or mental disability, sexual orientation, gender identity or expression and handicap and with Exhibit A, attached hereto and incorporated by reference. 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. BIKE JPED PATH II HWY 93 KAL UPN 9451 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. [9 BIKE-/PED PATH it HWY 93 KAf. U P N 9451 TABLE 1 TRANSPORTATION ALTERNATIVESS PROJECT COST ESTIMATE UPN 9451 BIKE/PED PATH II HWY 93-KAL NOVEMBER 2017 Project Phases Total Project TA Funds 86.58% State Funds Other Funds Cost 13.42% Preliminary Engineering $ 46,830 $ 40,545 — $ 6,285 $ -0- (PE) Utility Relocations (IC) _---_ $ -0- $ -0- $ -0- $ -0_ Right -of -Way (ROW) $ -0- _— $ -0- $ -0- -- $ -0- Construction (CN) —_ �— $ 156,100 $ 135,151 $ 20,949 $ -0- Construction $ 23,415 $ 20,273 $ 3,142 $ -0 Engineering (CE) Other (OT) —� $ -0- $ -0- $ -0- * $ -0- Subtotal $ 226,345 $ 195,969 $ 30,376 $ -0- IDC $24,807 ! $21,478 $3,329 !, $ -0- Grand Total $251,152 $217,447 $33,705 $ -0- The above costs are estimates. Additional project costs will be covered in the same manner as above. The IDC rate for FY 2018 (July 1, 2016 - June 30, 2018) is 10.96%. TABLE 2 MDT GUIDELINES FOR AWARDING CONSTRUCTION CONTRACTS (Used to determine allowable overrun cost participation based on construction bid award amount) LOWEST RESPONSIVE BID ALLOWABLE OVERRUN UNDER $50,000 30% $50,000 - $200,000 $200,000 - $500,000 20% $500,000 - $2,000,000 —15% OVER $2,000,000 10% 7 BIKE/PI D PATH II HWY 93-KAL UPN 9451 IN WITNESS WHEREOF, the Department's authorized representative has signed on behalf of the State of Montana, and the Mayor of the City of Kalispell has signed and affixed hereto the seal of the City. STATE OF MONTANA, DEPARTMENT OF TRANSPORTATION 1:YA MT Dept. of Transportation APPROVED FOR LEGAL CONTENT 'N, { \ d�C \ _J� DT Legal Counsel CITY OF KALISPELL MAYOR 0 2017 I, , Kalispell City Clerk, hereby certify that this agreement was regularly adopted by the City Council at a meeting held on the day of , 20 , and that the Council authorized the Mayor to sign this agreement on behalf of the City. [Official Seal] BIKE./PF D PATH II HWY 93-KAL UPN 945-1 EXHIBIT A 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 Race, color, national origin, sex, sexual orientation, gender identity, age, disability, & Limited English Proficiency State protected classes Race, color, national origin, parental/marital status, pregnancy, childbirth, or medical conditions 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, regarding 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. 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). BIKE/PFD PATH II HWY 93 KAt UPN 9451 iii Contact information for PARTY's representative tasked with handling non- discrimination complaints and providing reasonable accommodations under the ADA. 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- (5) 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: 10 BIKE/PI D PATH II HWY 93-KAL UPN 9451 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. (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); 11 BIKE/Pf U PATH tl HWY 93-KAL UPN 9451 - 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; - 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. 12