ITEM 3.601111111!1
Ot1TY OF
go
MINNESOTA
Request for
City Council Action
DEPARTMENT 11111,11
INFORMATION
INn vF ._ ,RM TON
w .... ......... N.v.....v.......................... _.......,__..... _............... 9E T. _..................... ............... .......... .... ....... _ . .._ ..................... ...
IN DATE., DEPARTMENT: T
public Works Ron Wagner., City Engineer 12-10-12
PRESENTER(s): REVIEWED BY: ITEM
—Consent Agenda Lori Johnson, CityAdministrator 3.6
AGENDA ITEM DETAILS
RECOMMENDATION:
Staff recommends approval Resolution 12-80 and approval of Master Partnership Contract with
X11 DOT,
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING RE UIRED?
Yes
N
BACKGROUNDIJU TIF[CATION:
The current Piaster Partnership Contract between the City of Otsego and MIDOT will expi re dur!ng
December of 2012, The Master Partnership Contract between the cities and counties allows for sred
use ofresources betweenthe MNDDTand the government agencisand also delegates authority t
District 3 to administer local agreements with Otsego. The new fluster Partnership Contract will be
good through June 30., 2017. The City Attorney has reviewed the Contract and has approved its content
and format.
SUPPORTING DOCUMENTS: : ATTACHED NE
0 Resolution 12-80
Master Partnership Contract with MNDOT
Motion:
Motion t approve entering into a Master Partnership Contract with M D T and approve Resolution
.2-.
BUDGET INFORMATION
. ...... ..... . .............. ...... .......... . . ... ........ .. .. .. . . .. . . ..... ... ... .. . .. .. . . . .. ... .. . . . ... .
FUNDING: BUDGETED: o YES
N/A o NO
,CTION TAKEN
...... ......... .. ........ I ........ ............ .......... .... ..........
m -m . ........ ........... . ........ . . . ..... .. . . ... . . ...................... . .. ............................................................. .... .. .......................... .......... . ................. . ..... .... .. ........... ........ .... ..... ....... .... . ...... ..... ......... . .............. .... ME....
APPROVED AS REQUESTED DENIED TABLED n OTHER (List changes)
COMMENTS:
CITY of OTSEGO
COUNTY of WRIGHT
STATE of MINNESOTA
RESOLUTION IO leo. 2012-80
APPROVING MASTER PARTNERSHIP CONTRACT
BETWEEN THE CITY of OTSEGO AND THE MINNESOTA
DEPARTMENT ARTME1 T E TRANSPORTATION
WHEREAS, the Minnesota Department of Transportation desires to cooperate
closely with local units of government to coordinate the delivery of transportation
ser lc s and maximize e the efficient delivery of such services at all levels of
government; and
WHEREAS, MnDOT and local governments are authorized by Minnesota
Statutes sections 471.59, 174.02, and 1. x..02, to undertake collaborative efforts for
the design, construction, maintenance and operation of state and local roads; arra
WHEREAS, the parties wish to be able to respond quickly and efficiently to such
opportunities for collaboration, and have determined that having the ability to
write "work orders" against a master contract would provide the greatest speed
and flexibility in responding to identified needs,
NOW, THEREFORE EE IT RESOLVE, D by the City Council of the City of
Otsego, Wright County, Minnesota as follows:
1. That the City of Otsego enter into a Master Partnership Contract with the
Minnesota Department of Transportation, a cloy of whichhas been
presented to the City Council.
2. That the Mayor and City Clerk are hereby authorized to execute the
contact, and any amendments thereto,
3. That the City Engineer/City Administrator is authorized to negotiate work
order contracts pursuant to the Master Contract, which work order contracts
may p ro rWe for payment to or �ror MnD , and that the City
Engineer/City Administrator may execute such work order contracts on
behalf of the City of Otsego without further approval by the City Council,
APPROVED by the Otsego City Council this 10"' day of December, 2012.
Motion to approve by Council Member
Seconded by Council Member
IN FAVORO.6
OPPOSED.
2
CITY of OTSEGO
Jessica Stockai p, Mayo
Tari Loff, City Clerk
,JtUESOMinnesota De arty ent of Transportation
er, Qi t6d 3
7694 Industdal Paint Rd.
OP MP Wer, MN 56425
Contract Routing/Approval Checklist
TO: Routing/Task Checklist
FROM: Melvin Ho rieso
District 3 State Ald Engineer
DATE: Nov. 21, 2012
MOOT Contract
Contract is betweenOOT and-,
Project Description:
Please review, approve and forward. Thank you.
02637
City of Otsego
Master Partnership Contract
Oft Tei: 218-828-5707
Pax, 218-828-5814
Routing/Task Checklist
Contact Name e
Contact Info
Date
IObtain vendor approval signatures
Ron Wagner
763-427-58uv
Otsego Ci �En sneer
2* Attach resolution from vendor, if
public agency
3* MOOT Approval
Mice Barnes
f� 1
Division Director
4. Contract Management
Susan Berndt
S;1 3
15. Return to:
Kelvin Ro rieson
S: 080
Minimum Originals.- [3]
11] Contract Management
[1] Originator
[11 Vendor
Additional Originals:
[1] Bonnie Peetsch gaster Pa tner hips and W s , MS 215.
Additional Attachments:
1
Original Contract
Sample Resolution
Master Contract Certification Form
CM Contract Routing/Approval Ch08/03/2012
An Equal Opportunity Employer
JIM
' i'
MnD T Agreement ## 02637
STATE of MINNESOTA
AND
CITY of OTSEGO
MASTER PARTNERSHIP CONTRACT
This master contract is between the State of Minnesota, acting through its Commissioner of Transportation
hereinafter referred to as the "State" and "CITY OF OTSEGO" acting thrmigh its City Council, hereinafter
referred to as the "Local Government".
Recitals
1 The parties are authorized to enter into this agreement pursuant to Minnesota Statutes § § 15.061, 471,59
and 174.02.
2. Minnesota Statutes Section 161.20, subdivision 2 authorizes the Commissioner of Transportation to make
arrangements with and cooperate with any governmental authority for the purposes of constructing,
maintair dng and improving the trunk highway r system. Y
3. Each party to this Contract is a "road authority" as defined by Minnesota Statutes § 160.02 subd. 25).
. Minnesota ota Statutes Section 161.39, subdivision 1, authorizes a road authority to perform work for another
road authority. Such work may include providing technical and engineering advice, assistance and
supervision, surveying, preparing plans for the construction or recon t ruction of roadways, and
per forming roadway maintenance.
. Minnesota Statues § 174.02 subd. 6) authorizes the ConnyAssioner of Transportation to enter into
agreements with other governmental entities for; research and experimentation; for sharing facilities,
equipment, staff, data, or other means of providing transportation -related set -vices; or for other
cooperative programs that promote efficiencies in providing governmental services, or that further
development of innovation in transportation for the benefit of the citizens of Mhur sot .
. Each pari.y wishes to occasionally procure set -rices from the other party, Which the parties agree will
enhance the efficiency of delivering governmental services at all levels. This Master Partnership Contract
provides a framework for the efficient handling of such requests. This Master; Partnership Contract
contains terms generally governing the relationship between the parties hereto. When specific services are
requested, the panties will (unless otherwise specified herein) enter into a "Work Order" contracts.
7. Subsequent to the execution of this Master Partnership Contract, the panties may (hut are not required to
enter into "Work Order" contracts. These Work Orders will specify the Nvork to be done, timelines for
completion, and compensation to be paid for the specific work,
. The parties are entering into this Master; Partnership Contract to establish terms that will govern all of the
Work Orders subsequently issued under the authority of this Contract.
Master Contract
I. Tenn of Master Contract; Use of Work order Contracts; Survival of Terms
1.1.Effective Date: This contract will be effective on the date last signed by the Local Goveniment,
and all State officials as required under Minn. Stat. § 16C.05, suhd. 2.
1.2. A party must not accept work under this Contract until it is fully executed.
1,3. . xpr'ra ion Date. This Contract will expire on June 30, 2017.
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1.4. Woj Order Contracts. A work order contract trrust be negotiated and executed both the State
and the LocalGovernment) for each particular engagement, except for Technical Services
provided by the State to the Local Govemment. as specified in Article 2. The work order contract
irrust specify the detailed scope of work and deliverables for that engagement, A party irrust not
begin work under a work order until such work order is felly executed. The terms of tills Master
Partnership Contract will apply to all work orders issued hereunder, unless specifically varied in
the work order. The Local Gov r ue t understands that this Master; Contract is not a guarantee of
any payments or work order assignments, and that payments will only be issued for work actually
perfori red under fully -executed work orders,
1.5. x "urvivul of Terins. The followingclauses sur-Vive the expiration or cancellation f this master
contract and all work order contracts: 12. Liability; 13* State Audits; 14. Government Data
Practices and intellectual Property; 17. Publicity and Endorsement; 18. Govertring Law,
Jurisdiction, and Venue; and 22. Data Disclosure. ,All terms of this Master Contract will survive
with respect to any Work Order issued prior to the expiration date of the Master Contract.
1.6. Sample Work Order. A sample work order contract is available upon request from the State.
. Technical Services
2.1.e nical Ser vices include repetitive low-cost services routinely performed by the State for the
Local Govermnent. Those services may he perforrrred by the State for the Local Government
without the execution of a work order, as these services aro provided in accordancewith
standardized practices and processes and do not require a detailed scope of work. Techtric l
services are limited to the following services:
2.1.1.Paver e t Striping, Sign and Signal Repair, Bridge Load Ratings, Bridge and Structure
Inspections, Minor Bridge Maintenance, Minor Road Maintenance (such as guard rail repair
and sigp knockdown repair), Pavement Condition Data, Materials Testing and Carcass
Removal.
2.1.2. Every other set -vice set-vice.not fal ling under the ser -vices listed in 2. 1.1 will require a Work
Order contract 1f your have questions regarding whether a service is covered under 2.1.1,
please contact Contract Management).
.
2.2. The Local Government illay request the State to perfonn Technical Services in air inforr cal
in neer, such as by the use of email, a purchase order, or by delivering materials to a State lab
and requesting testing. A request may be in de via telephone, but will not be considered accepted
unless acluioNvIedged in writing by tine State.
2.3. The State will promptly inforrn the Local Goveninient if the State will be unable to perform the
requested Tocl Tical Services, Otherwise, the State will perforin the Technical Services in
accordance with the State's noun l processes and practices, including scheduling practices taking
into account the availability of State staff and equipment.
2.44 Payment Basis. Unless othemise agreed to by the parties prior to performance ofthe services,
the State will charge the Local Dover trrent the State's then -current rate for perfortni g the
Technical Services The thea -current rate may include the State's normal and customary labor
additives. The State will invoice the Local Government upon completion of the services, or at
regular intervals not more than once monthly as agreed upon by the parties. The invoice will
provide a sunimary of the Technical Services provided by the State during the invoice period.
3. Services Requiring A Work Order Contract
3.1. Wor* order Contracts A party may request the other party to perform any of the following
services under individual work order contracts.
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3.2. Nofessional andTechnical et -vices. A party may provide profes sional and technical services
upon the request ofthe ther party. As definedMimiesota Statutes § 160.08 d. 1
profession l t chnieal services "means services that are intellectual in character, including
consultation, analysis, eval atiolr, prediction, planning, programming, or recommendation; and
result in the production of a report or completion of a task". Professional and teclulical services
do not include providing supplies or materials except as incidental to performing such services.
Professional and teelmical. services include by way of example and without 111 tatio
engineering services, surveying, foundation r eonunendations and reports, enviromnental
documentation, right-of-way assistance (such as perfonningappraisals or providing relocation
assistance, but excluding the exercise ofthe power of eminent din in), geometric layouts, final
construction plans, graphic presentations, public relations, and facilitating open houses. A party
will normally provide such services with its own personnel; however, a party's
pr fessional technical services may also include hiring and managing outside consultants to
perforin work provided that a party itself provideR active project management for the use of such
outside consultants.
3.3. Roadway Maintenance. A, patty may provide roadway maintenance upon the request of the ether
party. Roadway maintenance does not include roadway reconstruction. This work may include
but is not limited to snow removal, ditch spraying, roadside -mowing, CRS-2 road oil, bituminous
troll and overlay (only Small projects), seal coat, bridge hits, major ret ini* g wall failures, major
drainage failures, and message painting, ,All services must be perforrrrcd by ars employee with
sufficient skills, training, expertise or certification to perform such work, and work must be
supervised by a qualified employee ofthe party perf nmhig the work.
3.4. Construction Administration. A party may administer roadway construction projects upon the
request of the other party. Roadway construction includes by way of example and without
limitation) the construction, reconstruction, or rehabilitation of mainline, shoulder, median,
pedestrian or bicycle pathway, lighting and signal systems, pavement Trill and overlays, seal
coating, guardrail installation, and eh nneli ation. 'These services may be performed by the
Providing Party's own forces, or the Providing Party may administer outside contracts for such
work. Construction administration may include letting and awarding construction contracts for
such work (including state projects to be completed in conjunction with local projects). All
contract administration services must be performed by an employee ee with sufficient shills,
training, expertise or certification to perform such work.
3.5. Emergency Services. A party may provide aid upon request of the other party in the event of
inan-made disaster, natural disaster or other act of God. Emergency services includes all those
serviee as the parties mutually agree are necessary to plan for, prepare for, deal with, and recover
from emergency situations. These services include, without limitation, planning, ngineerirrg,
construction, maintenance, and removal and disposal services related to things such as road
closures, traffic control, debris removal, flood protection and mitigation, sign repair, sandbag
activities and general cleanup. Work will be performed by an employee with sufficient skills,
training, expertise or certification to perform such work, and work must be supervised by
qualified employee of the party perforr ing the work. If it is not feasible to have an executed
work order prior; to performance of the work, the parties. will promptly confer to determine
whether work may be coinmenced without a 'all r -executed work order in place. If work
con nences without a filly -executed work order, the parties will follow up with execution of a
work order as soon as feasible.
3.6. when a need is identified, the State and the Local Govern=ent will discuss the proposed wort
and the resources needed to perform the work. If a party desires to perform such work, the panties
will negotiate the specific and detailed work tasks arra cost. The State will then prepare a work
order contract. Generally, a work order contract will be limited to one specific
Page 3 of 1
M Master Partnership Contmet (Choi Rev. 11/0212012)
11 nD T Agreement ## 02637
project/engagement, although "on call" work orders may be prepared for certain types of services,
especially for "Technical Ser -vices" items as identified section 2,1.2. The work order will also
identify specific deliverables required, and timeframes for completing work. A work order inust
be fully executed by the paries prior to work being commenced. The Local Dover cent will not
be paid for work performed prior to execution of a work order and authorization by the State.
Responsibilities of the Providing Party
The party requesting the work will be referred to as the "Requesting Party" and the party performing the
work will be referred to as the "Providing Party". Each work order will set forth particular requirements
for that project/engagement.
4.1. Ternis Applicable to ALL Work Order's. The terms in this section 4.1 gilt apply to ALL work
orders,
4.1.1. Each work order will identify an Authorized Representative for each panty. Each party's
authorized representative is responsible for administering the work order, and has the
authority to make any decisions regarding the work, and to give and receive any notices
required or permitted under this Master Contract or the work order.
.1.2. The Providing Party will furnish and assign a publicly employed licensed engineer
(Project Engineer), to e in responsible charge of the project(s) and to supervise and
direct the work to be perfoiTned under each work order. For services not requiring n
engineer, the Providing Party will furnish and assign another responsible employee to be
in charge of the project. The services of the Providing Party under a Nvork order may not
be otherwise assigned, sublet, or transferred unless approved in Writing by the Requesting
Party's authorized representative. This written consent will in no way relieve the
Providing Party froin its primary responsibility for the work.
4.1.3. If the Local Government is the Providing Party, the Project. Engineer may request in
writing specific engineering and/or technical services from the State, pursuant to
Minnesota Statutes Section 161.39. The work order may require the Local Govemment
to deposit payment in advance or may, at the State's option, permit payment in arrears.
If the State furnl*shes the services requested, the Local Government will promptly pay the
State to reimburse the state trunk highway Rind for the ffill cost and expense of f lmishing
such services. The costs and expenses will include the current State tabor additives and
overhead rates, subject to adjustment based on actual direct costs that have been verified
by audit.
4.1.4. Only the receipt of a fully executed work order contract authorizes the Providing Party t
begin work on a project, Any and all effort, expenses, or actions taken by the Providing
Party before the work order contract is fully executed is considered unauthorized and
undertaker at the risk of non-payment.
4.1.5. In connection with the performance of this contract arra any work orders issued
hereunder, the Providing Agency will comply with all applicable Federal and State laws
and regulations. When the Providing Party is authorized or pennitted to award contracts
in connection with any work order, the Providing Patty will require tri cause its
contractors and subcontractors to comply with all Federal and State laws and regulations.
4.2. Additional Terinsfor Roadway Maintenance. The terms ofsection 4.1 and this section 4.2 will
apply to all work orders for Roadway Maintenance.
4.2.1. Unless otherwise provided for by agreement or work order, the Providing Patty must
obtain all permits and sanctions that may be required for the proper and lawful
performance of the work.
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MnD T Agreement # 02637
4.2.2. The Providing Party r ust perform maintenance in accordance with MnD T maintenance
manuals, policies and operations.
4.2.3. The Providing Party must use State -approved materials, incluiding by way of example and
without limitation), sign posts, sign sheeting, and de-icing and anti -icing cervical.
4.3. Additional Terinsfor Construction Administration. The terms of section 4.1 and this section 4.3
will apply to all work orders for construction administratio ,
4.3.1. Co tracts inust be awarded to the lowest responsible bidder or best value proposer in
accordance with state law.
4.3.2. Cor tractors must be required to post payment and performance bonds in an amount
equal to the contract amount. The Providing Party will take all necessary action to make
e
claims against such bonds in the event of any default by the contractor.
4.3.3. Contractors must be required to perform work in accordance with the latest edition of
the Minnesota Department of Transportation Standard Specifications for Construction.
4.3.4. For work performed on State right-of-way., contractor(s) nlust be required to indeimiffy
and hold the State harmless against any loss incurred with respect to the performance of
the contracted work, and must be required to provide evidence of insurance coverage
commensurate with project risk,
4,3.5. Contractor(s) gust pay prevailing wages pursuant to applicable state and federal law.
4.3.6. Contractor(s) must comply with all applicable Federal, and State laws, ordinances and
regulations, including but not limited to applicable human rights/anti-discrimination laws
and laws concerning the participation of Disadvantaged Business Enterprises in federally --
assisted contracts
4.3.7. If the providing party is a Local Government, the Local Government will, without cost or
expense to the State, obtain all rights of , easements, construction permits and any
other permits and sanctions that may be required in comiection with the local and trunk
highway portions of the contract construction. Before payment by the State, the Local
roverinnent will furnish the State with certified copies of the documents for rights of
way and casements, construction p rT its and other pen is and sanctions required for
State cost padicipation construction covered under this Agreement.
4.3.8. The Providing Party may approve minor changes to the Requesting Party's portion of the
project work if such charges do net increase the Requesting Party's cost obligation under
the applicable work order.
4.3.9. The Providing Party will not approve any contractor claims for additional compensation
without the Requesting Party's written approval, and the execution of a proper
amendment to the applicable work order when necessary. The Local Government will
tender the processing and defense of any such claims to the State upon the Mate's
request.
4.3.10. The Local Gov rTrment mut coordinate all trunk highway work affecting any utilities
with the Mate's Utilities Office.
4.3.11. The Providing Party must coordinate all necessary detours with the Requesting Panty;
4.3.12. If the Focal Goveninient is the Providing Party, and there is work performed on the trunk
highway right-of-way, the following will apply:
4.3.12.1 The Local Government will have a permit to perform the work on the trunk
highway. The Mate may revoke this permit if the work is not being performed
Page 5 of 14
M Master Partnership Contract M Rev. 11102/2012)
MnDOT Agreement # 02637
in a safe, proper and slcillffil manner, or if the contractor is violating the t nns
of any law, regulation, or pen it applicable to the work. The State will have no
liability to the Local Government, or its contractor, if work is suspended or
stopped due to any such condition or eoneeni.
4.3.12.2 The Local Goveniment will require its contractor to conduct all traffic control
in accordance with the 1 Iirti soca Manual on Uniform Traffic Control Devices.
.3.12.3 The Local Government will require its contractor to comply with the terms of
all perirAts issued for the project including, but not limited to, NPDES and
other environmental perinits.
4.3.12.4 All improvements constructed on the State's right-of-way will become the
property of the State.
5. Responsibilities of the Requesting Party
.1. After authorizing the Providing Party to begin work, the Requesting Party will Rimish any data or
inatcriat in its pons ession relating to the project that may be of use to the Providing Warty in
performing the work.
.2. All such data Furnished to the Providing Party will remain the property of the Requesting Party
and will be promptly returnee upon the Requesting Party's request or upon the expiration or
termination of this contract (subject to data retention requirements of the Minnesota Govermnent
Data Practices Act and other applicable lay.
5.3. The Providing Party will analyze all such data famished by the Requesting Party. If the Providing
Party finds any such data to be incorrect or incomplete, the Providing Party will bring the facts to
the attention of the Requesting Warty before proceeding with the part of the project affected. The
Pro i ding Party will investigate the matter, and if it finds that such data is incorrect or
incomplete, it will promptly determine a method for furnishing c rrcctcd data. Delay in
furnishing data will not be considered ju tifieation for an adjustment in compensation.
5.4. The State will provide to the Local Government copies of any Trunk Highway and clauses to be
included in the bice solicitation and will provide any required Trunk Highway f nd provisions to
be included in the Proposal for Highway Construction, that aro different from those required for
State Aid constniction.
.5. The Requesting Party will perform final reviews and/or inspections of its portion of the project
work. If the work is found to have been completed in accordance with the work order contract,
the Requesting Warty will promptly release any remaining funds clue the Providing Party for the
Prof ects.
.6. The work order contracts may include additional responsibilities to be completed by the
Requesting Patty*
. Time
In the performance of project work under a work order contract, time is of the essence.
7. Consideration andPayinen
.1. Consideration. The Requesting Party will pay the Providing Patty as specified in the work order.
The State's normal and customary labor additives will apply to work performer by the State,
unless otherwise specified in the work order. The State's normal and customary labor additives
will not apply if the parties agree to a "lump sum" or "unit rate" payment.
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M blaster Farm rship Contract i Rev. 11102/2012)
MrT Agreement # 02637
7.2. s'tate's Maximum Ohligation. The total compensation to be paid by the State to the Local
Government under all pork order contracts issued pursuant to this Master Contract will not
exceed $10 ON 0. 0 0.
7.3. Travel Expenses.1t is anticipated that all travel expenses will be included in the base cost of the
Providing Party's services, and unless otherwise specifically set forth in an applicable work order,
the Providing Party will not be separately reimbursed for travel and subsistence expenses incurred
by the Providing Party in performing any work order contract. In those eases where the State
agrees to reimburse travel expenses, such expenses will be reimbursed in the sairre rrranner and in
no greater amount than provided in the current "MnD T Travel Regulations" a copy of which i
on file with and available from the MMD T District Office. The Local Goveriunent will not be
reimbursed for travel and subsistence expenses incurred outside of Minnesota unless it has
received the Mate's prior Britten approval for such travel.
7.4. Payment.
7.4.1. Generally. ly. The Requesting .Party will Pay the Providing Party as specified in the
applicable work order, and will rake prompt payment in accordance with Minnesota law.
7.4.2. Payment by the Local Government.
7.4.2.1. The Local Govemment will make payment to the order of the C nunissioner of
Transportation.
7.4.2,2. IMPORTANT NOTE: PAYMENT MUST RE FERENO THE 11MNI T
CONTRACT NUMBER" SHOWN ON THE FACE PAGE of THIS
CONTRACT AND THE "INVOICE 1 UMBER" ON THE INVOICE
7.4.2.3. Remit payment to the address below:
MnD T
Attn: Cash Accounting
RE: MnD T Contract Number 02637 and Invoice Number
Mail Stop 21
395 John Ir eland Blvd
St. Paul, MN 55155
7,4.3. Pyine t by the State.
7.4.3.1. Generally. The State will promptly pay the Local Government after the Local
Govenu ent presents an itemized invoice for the services actually performed and
the State's Authorized Representative accepts the invoiced services. Invoices
must be subritted as specified in the applicable work order, but no more
frequently than monthly.
7.4.3.2. Retainagefor Professional and Technicalet vi . For work orders for
professional and to pical services, as required by Mini. Stat. § 16C.08, subd.
5(b), no more than 90 percent of the ainount due undor any work order contract
may be paid until the final product of the work order contract has been reviewed
by the State's authorized representative. The balance due will be paid when the
Status authorized representativo detern-iines that the Local Govcnuiient has
satisfactorily Rrlfill d all the terms of the work order contract.
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81 Conditions of Payment
All work performed by the Providing Party under a work order contract must be performed to the
Requesting Paity's s tisfaetiolr, as determined at the sole and reasonable discretion of the Requesting
Party's Authorized Representative and in aceordance. with all applicable federal and state laws, rules, and
regulations, The Providing Party will not receive payment for work found by the State to be
unsatisfactory or performed in violation of federal or state law.
91 Local Government's Authorized Representative and Project Manages; Authority to Execute Work
Order Contracts
.1. The Local Government's Authorized Representative for administering this master contract is the
Local Government's Engineer, and the Engineer has the responsibility to monitor the Local
Government's performance. The Local Govemnient's Authorized Representative is also
authorized to execute work order contracts on behalf of the Local Government witho t approval
of each proposed work order contract by its governing body.
9.2. The Local Government's Project Manager will be identified in each work order contract.
10* State's Authorized Representative and Project Manager
10.1. The States Authorized Representative for this master contract is the District State Aid Engineer,
who has the responsibility to monitor the State's performance.
10.2. The State's Project Manager will be identified in each work order contract.
1l. Assignment, Amendments, Waiver, and Contract Complete
11.1, Assignment. Neither party may assign or transfer any rights or obligations under this Master
Contract or any work order contract Without the prior consent of the other and a fully executed
sslgment Agreement, executed and approved by the sane parties who executed and approved
this Master Contract, or their successors in office.
11.2. Amendments. Any amendment to this master contract or any work order contract rrrust b in
wititig and will not be effective until it Inas been executed and approved b the me panties who
executed and approved the original contract, or their successors in office.
11.3. Waiver. If a party fails to enforce any provision of this master contract or any work order
contract, that failure does not waive the provision or the party's right to subsequently enforce it.
11.4. Contract Complete. This master contract and any work order contract contain all negotiations and
agreements between the State and the Local Government. No other understanding regarding this
master contract or any work order contract issued hereunder, Whether written or oral may be used
to bind either party.
2. Liability*
Each party will be responsible for its own acts and omissions to the extent provided by law. The Local
Government's liability is governed by Minnesota Statutes chapter 466 and other applicable law. The
State's liability is governed by 1linrresota Statutes section 3.736 and other applicable law. This clause
will not be construed 'to bar any legal remedies a party inay have for -he other party's failure to fulfill its
obligations under this master contract or any work order contract. Neither panty agrees to assume any
enviromnent l liability on behalf ofthe other party. A ProvidingParty under any work order is acting
only as a "Contractor" to the Requesting Party, as the term "Contractoil' is defined in Mi nnesota Statutes
11 5B.03 Abd, 10), arra is entitled to the protections afforded to a "Contractor" by the Minnesota
nviror ent l Response and Liability Act. The parties specifically intend that Minnesota Statutes
§471.59 subdivision 1a will appy to any work undertaken under this Master Contract and any work rider
issued hereunder.
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13, State Audits
Under Minn. Stat. § 160.05, surd. 5, the party's books, records, documents, and accounting procedures
and practices relevant to any work order contract are sub0ect to examination by the parties and by the
State Auditor or Legislative Auditor, as appropriate, for a nrrinir um of six years from the end of this
Master Contract.
14, Government Data Practices and Intellectual Property
14.1. Go ei# ine t Data Practices. The Local Govermnent and State niust coniply with the Minnesota
rovernnient Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State
under this Master Contract and any work order contract, and as it applies to all data created,
collected, received, stored, used, maintained, or dissernitrated by the Local Govermnent under this
Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply to
the release of the data referred to in this clause by either the Local Govermnent or the State.
14.2. In telleetual Pi -op ery Righ is
14.2.1, Intellectual Property Rights. The Requesting Party will own all rights, title, and interest in
all of the intellectual property rights, including copyrights, patents, trade secrets,
trademarks, and service marks in the Works and Documents created and paid for under
work order contracts. Works meatis all inventions, improvements, discoveries (whether
or not patentable), databases, computer programs, reports, rotes, studies, photographs,
negatives, designs, drawings, specifications, tions, ateri ls, tapes, and disks conceived,
reduced to practice, created or originated by the Providing Warty, its employees, agents,
and subcontractors, either individually or j ointly with others in the performance of this
master contract or any work order contract. Works includes "Documents." Documents
are the originals of any databases, computer programs, reports, notes, studies,
photographs, .negatives, designs, drawings, specifications, materials, tapes, disks, or other
materials, whether in tangible or electronic forms, prepared by the Providing Party, its
employees, agents, or contractors, in the performance of a work order contract. The
Documents will be the exclusive property of the Requesting Party and all such
Documents must be immediately returned to the Requesting Party by the Providing Party
upon completion or cancellation of the work order contract. To the extent possible, those
Works eligible for copyright protection tinder the United States Copyright Act will be
deemed to be "works made for hire." The Providing Patty Government assigns all right,
tale, and interest it may have in the Works and the Documents to the Requesting Party.
The Providing Party must, at the request of the Requesting Party, execute all papers and
perforin all other acts necessary to transfer or record the Requesting esting Party's ownership
interest in the Works and Documents. Notwithstanding the foregoing, the Requesting
Party grants the Providing Party an irrevocable and royalty -free license to use such
intellectual for its own noir-conunerci l purposes, including dissemination to political
subdivisions of the state ofMinnesota and to transpodatio -related agencies such as the
American Association of Mate Highway and Tr nspod tion Officials.
14.2.2. Obligations with Respect to IntellectualProperty.
14.2.2. 1. Notification. Whenever any invention, improvement, or discovery whether or -
not. patentable) is inade or conceived for the first time or actually or
constructively reduced to practice by the Providing Party, including its
employees and subcontractors, in the p rfonnance of the work order contract,
the Providing Party will immediately give the Requesting Party's Authorized
Representative written notice thereof, and inust promptly furnish the
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Authorized Representative with complete information and/or disclosure
thereon.
14.2.2.2. Representation. The Providing Party must perforin all acts, and tale all steps
necessary to ensure that all intellectual property rights in the Works and
Documents are the sole proper .y of the Requesting Paity, and that neither
Providing Patty nor its employees, agents or contractors retain any interest in
and to the Worcs and Documents.
1. Affirmative Action
The State intends to carry out its responsibility for requiring affirmative act ion by its Contractors,
Pursuant to Minnesota Statutes §363A.36. Pursuant to that Statute, the Local Government is encouraged
to prepare and implement an affirmative action platy for the employment of minority persons, women, and
the qualified disabled, and submit such plan to the Conunissioner of the 1 lirarie ota Department of Human
Rights. In addition, when the Focal Go enc ent lets a contract for the performance of work under a pork
order issued pursuant to this Master Contract, it inust include the following in the bid or proposal
solicitation and any contracts awarded as a result thereof:
1 .1.
Covered Contra n d Contractors. If the Contract exceeds $100,000 and the Contractor
employed more than 40 Ball -time employees on a single working day daring the previous 12
months, in //Minnesota or in the state where it has its principle place of business, then the
Contractor must comply with the requirements of Mim Stat. § 363A.36 and Mimi. R. Parts
5000.3400-5000.3600. A Contractor covered by Mimi. Stat. § 363A.36 because it employed more
than 40 full-time employees its another state and does not have a certificate of compliance, must
eedify that it is in compliance with federal affinnative action requirements.
15.2. Minn. Stat. § 363A.36. Minn. Stat. § 363A.36 requires the Contractor* to bave ars affirmative
action platy for the employment of nninority persons, women, en, and qualified disabled individuals
approved by the Minnesota Commissioner of Human Rights ("Commissioner) indicated by a
eeftificate of compliance. The law addresses suspension or revocation of a certificate of
compliance and contract consequences in that event. A contract awarded without a certificate of
compliance may be voided.
15.3. Min n. R. Paris 5000.3400-5000.3600.
15-3. 1. Gener . 11rlim R. farts 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. 'These
rules include, but are not lit *ted to, criteria for contents, approval, and implementation of
affrrrrrative action plans; procedures for issuing eeftificates 'of compliance and criteria for
determining a contractor's compliance status; procedures for addressing deficiencies,
sanctions, and notice and bearing; annual compliance reports; procedures for compliance
review; and contract consequences for non-compliance. The specific criteria for approval
or rejection of an affirmative action plan are contained in -various provisions of Minn. R.
Parts 5000.3400-5000.3600 including, but not lirrAted to, parts 5000.3420-5000.3500 and
5000.3552--5000.3559.
15.3.2. Disabled Workers. The Contractor nnust comply with the following affirm Live action
requirements for disabled workers:
15.3.2.1. The Contractor must not discriminate against any employee or applicant for
employment because of physical or mental disability in regard to any position
for which the employee or applicant for employment is qualified. The
Contractor agrees to tape affinnative action to employ, advance in
employment, and otherwise treat qualified disabled persons without
discrimination based upon their physical or inental disability its all employment
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practices such as the following: employr ent, upgrading, demotion or transfer,
recruitment, advertising, layoff or terrrrination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
15.3.2.2. The Contractor agrees to comply with the rules and relevant orders of the
Minnesota Department ofHaman Rights issued pursuant to the Minnesota
Haan Rights Act.
15.3.2.3. In the event of the Contractor's noncompliance with the requirements of this
clause, actions for noncompliance may be taken en in accordance with Minnesota
Statutes Section 3 3A.3 , and the rules and relevant orders of the Minnesota
epailment of Hunan Rights issued pursuant to the Minnesota Human Rights
Act.
15.3.2.4. The Contractor- agrees to post in conspicuous places, available to employees
and applicants for employment, notices in a form to be prescribed by the
commissioner of the Minnesota Department of Human Rights. Such notices
must state the Contractor's obligation ander the lav to tale affirmative action
to employ and advance in employment qualified disabled employees and
applicants for employment, and the rights of applicants and employees.
15.3.2.5. The Contractor rrrust notify each labor union or representative of workers with
which it has a collective bargaining agreement or other contract understanding,
that the Contractor is bound by the terms of Minnesota Statutes Section
3 3A.3 , of the 11rlirrncsota Human Rights Act and is eotmnitted to take
affirmative action to employ and advance in employment physically and
mentally disabled persons.
15.3.3. Consequences. The consequences for the Contractor's failure to implement its affirmative
action plan or male a good faith effort to do so include, but are not limited to, suspension or
revocation of a cerlifieate of compliance by the Commissioner, refusal. by the
Commissioner to approve subsequent plans, and termination of all or part of this contract by
the Commissioner or the State.
15.3-4. Certification. Tire Contractor hereby certifies that it is in compliance with the requirements
of Mires, Stat. § 363.073 and Minn. R. Farts 5000.3400-5000.3600 and is aware of the
consequences for noncompliance.
16, Workers' Compensation
Each party will be responsible for its own employees for any workers compensation claims. This Master
Contract, and any work orders issued hereunder, are not intended to constitute an interchange of
government employees under Minnesota Statutes § 15.53. To the extent that this Master Contract, or any
work order issued hereunder, is determined to be subj ect to Minnesota Statutes § 15.5 3, such statute w i11
control to the extent of any conflict between the Contract and the statute.
17. Publicity
17.1, Publicity. Any publicity regarding the subject matter• of a work order contract where the State is
the Requesting Par .y must identify the State as the sponsoring agency and mist not be released
without prior written approval from the State's Authorized 1 epresent ti e. For put -poses of this
provision, publicity includes notices, informational pamphlets, press releases, research, reports,
signs, and similar public notices prepared by or for the Local Government individually or jointly
with others, or any subcontractors, with respect to the program, publications, or services provided
resulting from work order contract.
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17-2. .2. Data Practices Act. Section 17.1 is not intended to override the Local Government's
responsibilities under the Minnesota Government Data Practices Act.
181, Governing Law, Jurisdiction, and Venue
Mituie ota law, Without regard to its choice -of -law provisions, governs this master contract and all work
order contracts. Venue for all legal proceedings out of this master contract or any work order contracts, or
the breach of any such contracts, must be in the appropriate state or federal court with competent
jurisdiction in Ramsey County, Minnesota.
19. Prompt Payment; Payment to Subcontractors
The parties must make prompt payment of their obligations its accordance with applicable law. As
re uircd by Minn. Stat. § 16A. 124 , when the Local Government lets a contract for work pursuant to an
work order, the Local Government must require its contractor to pay all subcontractors, less any
retainage, within 10 calendar days of the prime contractors receipt of payment from the Local
Government for undisputed services provided by the subcontractors) and must pair interest at the rate of
one and one-half percent per month or any part of a month to the subcontractor(s) on any undisputed
ai count not paid on time to the subcontractor(s).
20, Minn. Stat. § 181.59. The Local Government will comply with the provisions of Minn. Stat. § 181.59
which requires: Every contract for or on behalf of the state ofMinnesota, or any county, city, town,
township, school, school district, or any other district its the state, for materials, supplies, or construction
shall contain provisions by which the Contractor agrees: 1 That, in the firing of common or skilled
labor for the performance of anywork under any contract, or any subcontract, no contractor, material
supplier, or vendor, shall, by reason of race, creed, or color, discrirrrinate against the person or persons
vho are citizens of the United States or resident aliens who are qualified and available to perforin the
work to which the employment relates; 2 That no contractor, material supplier, or vendor, shall, in any
maimer, discriminate against, or intimidate, or prevent the employment of any person or persons
identified in clause 1 of this section, or oil being hired, prevent, or conspire to prevent, the person or
persons from the performance of work under any contract on account ofrace, creed, or color; That a
violation of this section is a nuMemeatxor; and 4 That this contract may be canceled or terminated by the
state, county, city, town, school board, or any other person authorized to grant the contracts for
employment, and all neon r due, or to become due under the contract, may be forfeited for a second or
any subsequent violation of the terms or conditions ofthis contract.
1, Termination; Suspension
21.1. Termination by the Statefor Convenience, The State or conufflssioner of Administration may
cancel this Master; Contract and any work order contracts at any time, With or without cause, upon
30 days written notice to the Local Goveninient. Upon termination, the Local Government arra
the State will be entitled to payment, determined on a pro rata basis, for services satisfactonR
performed.
21.2. Termiliation by the Local Governmntfor Convenience. The Local Goverm ent may cancel this
Master Contract and any work order contracts at any time, with or without cause, upon 30 days
B ritten notice to the State. Upon termination, the Local Government and the State will be entitled
to payment, determined on a pro rata basis, for services satisfactorily performe .
21-3. Terinenation for InsufficientFunding. The State may immediately terminate or suspend this
Master Contract and any work order contract if it does not obtain finding from the Minnesota
legislature or other ffunding source; or if funding cannot be continued at a level sufficient to allow
forthe payment of the set -vices covered Dere. Termination or suspension must be by written or fax
notice to the Local Government. The State is not obligated to pay for any services that are
provided after notice and effective date of termination or suspension. However, the Local
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Go enunent will be entitled to payment, detorinined on a pro rata. basis, for services satisfactorily
Performed to the extent that funds are available. The State will not be assessed any penalty if the
master contract or work order is terminated because of the decision of the Minnesota legislature
or other finding source, not to appropriate finds. The State must provide the Local Government
notice of the lack of funding within a reasonable time of the State's receiving that notice.
22, Data Disclosure
Under Minn. Stat. § 270.66, and othcr applicable law, the Local Government consents to disclosure of its
edcr l employer tax identification number, and/or Minnesota tax identification number, already provided
to the State, to fcder l and state tax agencies and state personnel involved in the payment of state
obligations. 'These identification numbers may be used in the enforcement of federal and state tax laws
which could result in a'ction requiring the Local Government to file state tax returns and pay delinquent
state tax liabilities, if any.
23, Defense of Claims and Lawsuits
If any lawsuit or claim is filed by a third party (including but not limited to the Local Government's
contractors and subcontractors), arising out of trunk highway work performcd pursuant to a valid work
order issued tinder this Master Contract, the Local Goveniment will, at the discretion'of and upon the
request of the State, tender the defense of such clahns to the State or alloy the State to participate in the
defense of such claims. The Local Government wH1) howr, be solely responsible for defending a��
lawsuit or claim, or any portion thereof, when the claim or cause of action asserted is based on its own
acts or omissions in per.foning or supervising the work. The Local Government will not purport to
represent the State In any litigation, settlement, or alternative dispute resolution process. The ,state will
not be responsible for any judgment entered against the Local Go eniment, and wilt not be bound by the
ternis of any settlement entered into by the Local Govennnent except with the written approval of the
Attorney General and the Commissioner of Transpon`t tion and pursuant to applicable law.
24, Additional ro isions
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M MasterPailnetship Contract Rear. 11102/201
LOCAL GOVERNMENT
The Local Government certifies that the
appropriate persons have executed the contract
on behalf of the Local Goverm ent as required
by applicable ordinance, re elution, or charter
provision.
Title;
Date:
Title
Date:
Cirri M stcr Partnership Contract Rev. 11!02/201
WDOT Agreement
02637
COMMISSIONER of TRANSPORTATION
(withdelegatedauthority)
Title Division Director
Date:
COMMISSIONER of ADMINISTRiV ON
As delegated to Materials Management Division
B:
Date.
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