04-324Council File # ' 3a
RESOLUTION creen sheet # 106379
OF SAINT PAUL, MINNESOTA
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Presented By
Referred To
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Benanav
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Adopted by Council: Date y B �
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Adoption Certified by Council Secretary
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Approved By/M,�,�for: Date -
WHEREAS, the City of Saint Paul Department of Public Works has identified a need to upgrade
iYs existing computerized traffic signal system in order to continue to adequately maintain and
expand the functionality of the system, and
WHEREAS, the Minnesota Department of Transportation has agreed to partner with the City and
offer financial support to upgrade the computerized traffic signal system consistent with their
mission of improving the overall Statewide transportation system, and
WHEREAS, the City will administer the contract for the computer system upgrade which will provide
the necessary hardware, software, system integrationlinstalfation and training to provide a complete
and fully functional traffic signal computer system, so
THEREFORE SE IT RESOLVED, that the proper City officials be authorized to execute and approve
on behalf of the City of Saint Paul, the Minnesota Department of Transp.ortation Joint Powers
Agreement No. 86201, beiween the City of Saini Paul and the Minnesota:Department of
Transportation, a copy of agreement being attached hereto and incorporated herein by reference.
Form
3-3-
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Approval Recommended by Office of
Financial Services Director:
Committee: Date
by Department o£:
by City Attorney:
for
By:
oN 3 �`�
Contract No. 86201
CFMS N
STAT'E OF 1VIIl\1�'ESOTA
JOINT POWERS AGREEMEr"T
FOR PROFESSIONAL/TECHNICAL SERVICES
State Project (S.P.): N/A Trunk Highway (TIi): N/A
Project Idenrificarion: Comnuterized Traffic Sianal Svstem Uro�rade —
This agreement is behveen the State of Nlinnesota, acting through its Commissioner of Transportation
("State") and City of Saint Paul ("Govemmental UniP').
Recitals
1. Under Minn. Statutes § 15.061 the State is empowered to enga�e such assistance as deemed
necessary.
2. Minnesota Statutes � 471.59 authorizes the State and the CTOVemmental Unit to enter into th; c
Agreement.
3. 1'he State is in need of upgrading a computerized traffic control system that is maintained by St.
Paul. Saint PauPs existing TCS-II computerized traffic control system to the Econolite
pI'RAMIDS system. TCS-II is ten-year-old technology. This upgrade is essenrial in order to
continue to adequately maintain and expand the functions of its central computerized traffic
conirol system. The upgrade will accommodate growth and ensure a needed level of support, as
well as provide for expansion to other Intelligent Transportarion System (ITS) modules included in
the PYRAN�S system. The upgrade will also bring Saint Paul's central system into compliance
with ITS National Architecture Standards.
Many of the si�alized intersections that would benefit from this upgrade are located on
Minnesota's Trunk Highway System. Past iTS investments made by the State require the upgrade
for improved urilizarion.
4. The Govemmental Unit represents that it is duly qualified and agrees to perform all services
described in this ageement to the satisfaction of the State.
Agreement
Term of Agreement
1.1 Effective date: The date the State obtains all required signatures under Minnesota Statutes
Secfion 16CA�, subdivision 2, whichever is later.
1.2 Expirafion date: January 31, 2005, or until all obligations have been sarisfactorily fulfilled,
whichever occurs first.
1.3 Survival of Terms: The following clauses survive the expiration or ternvnation of tbis
Agreement: 6– Liability; 7– State Audits; 8– Government Data Pracfices; 9– Intellectual
Property; 10 – Venue_
1.4 Exhibits: E�ibit A is attached and incorporated into this Contract.
2 Scope of Work and Deliverables
The Govemmental Unit will manage, coordinate and oversee tasks, as well as the contractor as needed
to complete those tasks for the receipt and expenditure of funds associated with this Contract. The
State's contribution under this Contract will be applied towazd the following tasks and deliverables:
2.1 Hazdware/Sofrware. This task consists of providing the software, hazdware, and on site support
necessary for the traffic con�ol system upgrade.
2.1.1 Deliverables: PYR AIvIIDS software, system hazdware, third-party software, support
service, V-Link software, and Autoscope Solo software suite
2.1.2 Due Date: October 31, 2004
2.1.3 Cost: 5148,598.00
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Contract No. 86201
2.2 Installation/Eneineerine. This task consists of the set-up and configurarion of equapment at
Econolite, equipment installation in Saint Paul, insfalling softwaze, and re-drawing detector file for
system detectors advising Saint Paul employees on connecting Autoscope Solo output to 170 �
controller.
22.1 Deliverables: Labor for inirial set-up, Autoscope Solo file adjustment.
2.2.2 Cost: �14,700.00
23 Trainina. This task consists of a one day Autoscope Solo training class for up to 10 people. The
class will include software training, trouble shooting, introduction to detector file creation and
manuals. The Govenunental Unit will provide the training facilities.
23.1 Deliverables: Solo Trauung Class
23.2 Cost: �1,000.00
3 Payment
3.1 Consideration. The State will oay for all services performed by the Governmental Unit under this
agreement as follows:
A. Compensation. The State will pay the Govemmental Unit on a Lump Sum basis.
Payment Liquidarion: The Govemmental Unit will submit an invoice for payment in
accordance with the following schedule:
1. One-Time Payment upon completion of services.
B. Total Obligation. The total obligation of the State for all compensation and reimbursements to
the Governmental Unit will be $150,000.00. The Govemmental Unit will pay all costs in
excess of $150,000.00.
3.2 Terms ofPayment
A. Invoices. The State will promptly pay the Governmental Unit after the Govemmental Unit
presents an itemized invoice for the services actually performed and the State's Authorized
Representarive accegts the invoiced services. Govemmental Unit will use the format set forth
in E�ibit A when submitting Invoices. Invoices must be submitted timely and according to
the following schedule:
Upon complefion of the services.
B. Retainage. Under Minnesota Statutes Secrion 16C.08, subdivision 5(b), no more than 90% of
the amount due under this agreement may be paid unril the final product of this agreement has
been reviewed by the State's agency head. The balance due will be paid when the State's
agency head determines that the Govemmental Unit has sarisfactorily fulfilled all the terms of
this agreement.
C. Federal funds. If federal funds are used the Govemmental Unit is responsible for compliance
with all federal requirements imposed on these funds and accepts full fmancial responsibility
for any requirements imposed by the Govemmental UniYs failure to comply with federal
requirements.
4 Authorized Representarives
4.1 The State's Authorized Representative is Daryl Taavola, Acting TTS Program Director, 39� 7ohn Treland
Blvd., MS 725, St. Paul, MN 55155, 651-282-2115, or his/her successor. The State's Authorized
Representarive, or her successor, will monitor the Conh�actor's performance and has the authority to accept
or reject the sezvices provided under this Contract.
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Contract No. 86201
42 The State's Project Manager is Sheila Johnson, TTS Project Manager, 395 John Ireland Blvd., MS 725, St.
Paul, NL� 55155, 651-297-7166, or his/her successor, has the responsibility to monitor the Govemmental
Unit's performance and progress, the State's Project Manager will si� pro�ess reports, review billing
statements, make recommendations to the State's Authorized Representarice for acceptance of the
Govemmental UniYs goods or serc and make recommendations to the State's Authorized
Representarive for certificarion for payment of each Invoice submitted for payment.
43 The Govemmental UniYs Authorized Representative is Paul Kurtz, Public Works Administration, 900
City Hall Annex, 25 West 4th Street, St. Paul, MN 55102, 651-266-6203.
Assignment, Amendments, Waiver, and ContraM Complete
5.1 Assig�tment The Governmental Unit may neither assign nor transfer any rights or obligarions
under this agreement without the prior consent of the State and a fully executed Ass �anment
Ageemeny executed and approved by the same parties who executed and approved 1us
agreement, or their successors in of5ce.
52 Amendments. Any amendment to this agreement must be in writing and will not be effective unril
it has been executed and apnroved by the same oarties who executed and apnroved the ori�inal
agreement, or their successors in office.
53 Waiver. If the State fails to enforce any provision of this agreement, that failure does not waive
the provision or its right to enforce it.
5.4 Contract Complete. This a�eement contains all negotiarions and a;reements between the State
and the Governmental Unit. No other understanding regazding this agreement, whether written or
oral, may be used to bind either party.
6 Liability
The Goveinmental Unit will indemnify, save, and hold the State, its agents, and employees harmless
from any claims or causes of acrion, including attomey's fees incurred by the State, arising from the
performance of this agreement by the Govemmental Unit or the Govemmental UniY s agents or
employees. This clause will not be conshued to bar any legal remedies the Govemmental Unit may
have for the State's failure to fulfill its obligarions under this agreement.
7 State Audits
Under Minn. Stat. 16C.05, subd. 5, the Governmental Unit's books, records, documents, and
accounting procedures and pracrices relevant to this agreement are subject to examinarion by the State
and/or the State Auditor or L,egislative Auditor, as appropriate, for a minimum of six years from the
end of this aa eement.
Government Data Practices
The Govemmental Unit and State must comply with the MinnesoTa Govemment Data Practices Act,
Minn. Stat. Ch. 13, as it applies to all data provided by the State under this agreement, and as it applies
to al] data created, collected, received, stored, used, maintained, or disseminated by the Govemmental
Unit under this agreement. The civil remedies of Minn. Stat. 13.08 apply to the release of the data
referred to in this clause by either the Goveminental Unit or the State.
If the Govemmental Unit receives a zequest to release the data referred to in this Clause, the
Govemmental Unit must immediately nofify the State. The State will give the Govemmental Unit
instructions conceming the release of the data to the requesting party before the data is released.
9 Intellectual Property Rights
9.1 Intellectual Property Rights. The State owns all rights, title, and interest in all of the intellectual
properry rights, including copyrights, patents, trade secrets, trademazks, and service mazks in the
Works and Documents created and paid for under this agreemeni. Works means all invenflons,
improvements, discoveries (whether or not patentable), databases, computer programs, reports,
notes, studies, photographs, negarives, designs, drawings, specifica5ons, materials, tapes, and
disks conceived, reduced to practice, created or originated by the Govenunental Unit, its
employees, a�ents, and subcontractors, either indi�idually or jointly with others in the performance
of this agreement. Works includes "Documents." Documents are the originals of any databases,
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Contract No. 86201
computer prograzns, reports, notes, studies, photographs, negatives, designs, drawings,
specificarions, materials, tapes, disks, or other materials, whether in tangible or electronic forms,
prepared by the Govemmental Unit, its employees, agents, or subcontractors, in the performance
of this agreement. The Documents will be the exclusive property of the State and all such
Documents must be immediately retumed to the State by the Govemmental Unit upon completion
or cancellation of this agreement. To the extent possible, those Works eligible for copyright
protecrion under the United States Copyright Act will be deemed to be "works made for hire."
The Governmental t3nit assigns all right, ritle, and interest it may have in the Works and the
Documents to the State. The Govemmental Unit must, at the request of the State, execute all
papers and perform all other acts necessary to transfer or record the State's ownership interest in
the Works and Documents.
9.2 Obligafroru
(1) Notifzcation. Whenever any invenrion, improvement, or discovery (whether or not
patentable) is made or conceived for the first rime or actually or constructively reduced to
practice by the Governmental Unit, including its emnloyees and sub'contractors, in tha
performuice of this agreement, the Govemmental Unit will immediately give the State=s
Authorized Representative written notice thereof, and must prompfly fumish the
Authorized Representative with complete informarion and/or disclosure thereon.
(2) Representation. The Govemmental Unit must perform all acts, and take all steps
necessary to ensure that all intellectual property rights in the Works and Documents are
the sole properry of the State, and that neither Govemmental Unit nor its employees,
agents, or subcontractors retain any interest in and to the Works and Documents. The
Govemmental Unit represents and warrants that the Works and Documents do not and
will not infringe upon any intellectual property rights of other persons or entiries.
Notwithstanding Clause 8, the Govemmental Unit will indemnify; defend, to the extent
pernutted by the Attorney General; and hold harmless the State, at the Govemmental
Unit=s expense, from any acrion or claim brought against the State to the extent that it is
based on a claim that all or part of the Works or pocuments infringe upon the intellectual
property ri;hts of others. The Govemmental Unit will be responsible for payment of any
and all such claims, demands, obligarions, liabilities, costs, and damages, including but
not limited to, attomey fees. If such a claim or action arises, or in the Govemrnental
UniYs or the State's opinion is likely to arise, the Govemmental Unit must, at the State's
discretion, either procure for the State the right or license to use the intellectual property
rights at issue or replace or modify the allegedly infringing Works or pocuments as
necessary and appropriate to obviate the infiingement claim. This remedy of the State will
be in addirion to and not exclusive of other remedies provided by law.
10 Venue
Venue for all legal proceedings out of this agreement, or its breach, must be in the appropriate state or
federal court with competent jurisdicrion in Ramsey County, Minnesota.
11 Terminafion
11.1 Terminadon. The State ar the Commissioner of the Minnesota Deparkment of Administration
may terminate this agreement at any time, with or without cause, upon 30 days' written notice to
the Goveuimental Unit.
11.2 Termination for Insufficient Fundine. The State may unmediately temunate this agreement if it
does not obtain funding from the Minnesota Legislature, or other funding source; or if funding
cannot be continued at a leve] sufficient to allow for the payment of the services covered here.
Terminarion must be by written or fa� norice to the Govemmental Unit. The State is not
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Contract No. 86201
obligated to pay for any services that are provided after notice and effective date of termination.
However, the Govemmental Unit will be entifled to payment, determined on a pro rafia basis, for
services sarisfactorily performed to the extent that funds are available. The State will not be
assessed any penalty if the agreement is terminated because of the decision o£ the Minnesota
Legislature, or other funding source, not to appropriate funds. The State must provide t1�e
Govemmental Unit notice of the lack of funding within a reasonable rime of the State's receiving
that norice.
12 Addifional Provisions
None.
THE BALANCE OF 1'FIIS PAGE HAS BEENINTENTIONALLYLEFT BLANK.
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Contract No. 86201
STATE ENCUMBRANCE VERIFICATION
Individual cert fes that jurzds have been encumbered as
required by Minn. Stat.§,§' 16A.li and 16C.05.
STATE AGENCY
By.
(with delegated authority)
Title:
Date:
CFVIS Contract No. A-
GOVEI2nMEhTAL Wi IT
Govemmemal Unit certifies that the appropriate person{s)
have executed the contract on behalf of the Govemmental Unit
as requued by applicable articles, bylaws, resolutions, or
ordinances.
COMVIISSIO?�TER OF ADA�III�ISTRATION
As dele�ated to Materials Mana�ement Division
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Date:
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Date:
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bN3.�iJ�� �L'C°Y fDF �S^:.'J�'dSDN 9.D:°RL'Y3N. T� A��F'lYI',4'.lY'd'.
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Conffact No. 86201
E�ibif A Invoice
(I:,�^�� S_:n-s:
To: Consultant Services
Minnesota Department of Transportation
Transportation Building, Mail Stop 680
395 John Ireland Boulevard
St. Paul, Minnesota 55155
Copy:
Proj ect Manager
Re: Mn/DOT Agreement No.:
State Proiect Number: _
Contract Exroiration Date:
INVOICE NO.
Total
Contract
Amount
1. Lump Sum Amount:
Net Earninas Totals:
Estimated Completion: _
(from Column 6 Progress Report)
Period Ending:
Tnvoice Date:
Project Description:
Tnuak Highway: ,
Total
Billing
to Date
o/
Amount Billed
Previously This
Billed Tnvoice
Total Amount Due This Invoice:
For State Use Only
I certify that the above statement is conect and
payment has not been received.
Signature:
Print Name:
Title:
Billing Address:
Telephone:
Approved for Payment:
Agreement Adminish�ator Date
works
T. Kuriz 266-6203
3, 2004
iENDA BY (DAT� pp�G
OHDFA
PAGES � (CIIPALLLOCAi10N5WHSIGNATUPE)
�GREEN SHEET
� iNmnvoa
I� DEPARTMENT DIRECTOR �
�r cin arroa�r
I� BUD�ET DIRECTOR
O MAVOR (OR ASSISTAM)
DW- 3�� � �
NO. 1 7
❑O CIiY COUNCIL
❑ crtv c�atc
� FlN. 8 MC+T. SER/I
Qj Paul T. Kuriz
I 2 I DEPT. ACCOUNTAryT
the atlached Council Resolution au[horizing ihe proper City officials to execute JoiM Powers Agreemerrt No. 86201 (copy
) between the City of St. Paul and MNDOT pertaining to the upgrade of the Citys computerized traffic signal system.
•"'iP�'�7�.1
7CTCOUNpL _
WHICH COUNGIL OBJECTIVE?
PERSONAL SERVICE COMRAC7S MUST ANSWER THE FOLLOWING QUESTIONS:
qVIlSERVIGECOMbN$SION 1. HasihispersoNfirmeverwo�lcetluMeracontraclforthisdepaNneiri?
YES NO
� 2. Has lfiis persorJfirm ever been a city employee?
YES NO
- 3. Does this persoNfirtn possess a skill rrot rrormally possessed by any curtent city employee?
YES NO
Erzplain all yes answers on separate sheet and aMach ro green sheet
NITIATING PROBLEM, ISSUE, OPPOR7UNITV (WHO, WHAT. WHEN, WHERE, WNY�:
The Department of Public Works has identified a need to upgrade iYs existing computerized traffic signal system in order to
continue to maintain and adequately expand the fiunctionality of the system. The Minnesota Department of Transportation
has agreed to partner with the City on the project and provide a substantiat share of the financial resousces needed to
complete the project.
�OVANTAGES lF APPPAVED'.
Mn/DOT funding for the City's computerized traffic signal system upgrade will be secured.
None
IF APPROVED'
� , � ■
�;k }.3-M:,.,.,,.... ::'r
DISADVANTAGESIFNOTAPPROVED
MnJDOT funding for the computerized traffic signai system upgrade wili be forteited.
AMOUNT OFTRANSACTION S �� ti4,'L�J25 COSTlREVENUE BUDGETED (CIRCLE ONE)
dGSOURGE Mn/DOT=$150K, Sig. Mtc Fund=$14,298 qCENITYNUMBER 240-12006
ALINFORMATION.(E%PLAIN)
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YES No