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07-776Council File # D7`7Z Green Sheet# 3042060 RESOLUTION OF SAINT PAUL, MINNESOTA 7i� Presented by WHEREAS, the City of Saint Pau] Public Works Street Maintenance Division had an opportunity to provide services to the Minnesota State Agricuiture Society for asphalt overlay on existing asphalt streets on the Minnesota State Fairgrounds ; and 5 WHEREAS, Yhe State Fair had a need to have our services performed quickly, so City Attorney, John 6 Choi, recommended that Public Works Street Maintenance Division sign the agreement, perform the 7 services in a timely manner and seek City Council ratification after the fact; and 8 9 WHEREAS, the City of Saint Paul Public Works Street Maintenance Division has entered into an 10 agreement with the Minnesota State Agricultural Society to provide asphalt overlay on the Minnesota State ll Fairgrounds; and 12 13 NOW, THEREFORE BE TT RESOLVED, that the Mayor and the proper city officials are authorized to 14 execute the attached agreement and any amendments to the agreement. Benanav Bostrom Hazris Helgen Absent Requeste by Department of: Public Works By: � Approved by Ihe Office of Financial Services By: Not Applicable Thune Adopted by Council: Adoptio rtified By: ( °� Approved b Attorney � f By: Y�1� s � Date Z Z Approved M o for Sub 's � n ro ouncil u il Seg� tary By: ��. Y � � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � C�7 PW —�bticwaks Contact Person & Phone: Gary Erichson 266-6229 Must Be on Council Agen Doc.Type: RESOLUTION E-Document Required: Y Document Contact: Ka Xiong 23JUL-07 i � i � Assign Number � For Routing Order Contact phone: 266-6062 I I ToWI # of Signature Pages _(Clip All Locations for Signature) Green Sheet NO: 3042060 1 PublicWorks i DeDartmeotD"uec[or 2 Citr Attomev i I 3 'Mavor's Of6ce I Mavor/ASSistant i 4 , ouuctl I 5 �C�N Clerk i CtiN C7erk i Approval of the attached resolution authorizing proper City officials to enter into agreement between Public Works Street Maintenance Division and Minnesota State Agriculture SocieTy. The agreement provides for the performance of asphalt overlays on the Minnesota State Fairgrounds. (See G.S. #3042058) idations: Approve (A) or R Pfanning Commission CIB Committee Civil Service Commission t. Has this person/firtn ever worked under a contract for this department? Yes No 2. Has this personlfirm ever been a city employee? Yes No 3. Does this persoNfirm possess a skill not normally possessed by any current ciry employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initiating Problem, Issues, Opportuniry (Who, What, When, Where, Why): The Ciry of Saint Paul Public Works Street Maintenance Division had an opportunity to provide services to tlie Minnesota State Agriculture Society for asphalt overfays on existing asphalt streets on the Minnesota State Fairgrounds. The State Fair had a need to have our services performed quickly, so City Attomey, John Choi, recommended that Public Works Street Maintenance Division sign the agreement, perForm the services in a timely manner and seek City Council ratification after the fact. AdvanWges If Approved: _ The agreement between the City of Saint Paul Public Works Department and the State Fair (Minnesota State Agriculture Society) will be approved by the City Council. Disadvantages If Approved: None. Disadvantages If Not Approved: The attached agreement will not be authorized by the City Council. Transaction: $120,000 CastlRevenue Budgeted: (�J Funa��y souroe: See Agreement Financial Information: (F�cplain) Activity Number. ZZrrq2362 �� ca�t�e�,� �$��^�G�i �� 15 2001 August 8, 2007 1:38 PM Page 1 ; * � k ��,�, � - STATE �`� I �� •. � � , �� THE GREAT MINNESOTA GET-TOGETHER TWELVE DAYS OF FUN ENDING LABOR DAY June 20,2007 City of St. Paul Street Maintenance Division Attn: Mr. Gary Erichson 8736 Dale St. N -� St. Paul, MN 55103 In Re: Scate Fair File No: C 07 CSTP Str. Maint. Contract / Agreements Dear Mr. Erichson: � 7-776 P'UC�!�i U'J :.�. _.. . �_.. JUL i 3 2p07 ,`',? f1, :'=::"� a �� ,- . - - �Jtl�'h�r_� , ' : SGG C!TY yA_L ,. - :�;� ; Enclosed herewith please find two (2) original, signed Agreements which require your signature. Please sign, where indicated, and return one (1) original, fully-executed Agreement to my attention at the address listed below. The other document is for your records. Also enclosed are: - 2007 Events (Non-Fair) schedule - 2007 State Fair Payables schedule - a W-9 which must be fiiied out. Please return all documents at your eariiest convenience to my attention. Shoufd you have any questions or concerns, please do not hesitate to contact me. 1 thank you in advance for your prompt attention to this matter. Sincerely, ��- Mary Pittelko Contract Manager Enclosures MP/dp � I � ,� 1265 Snelling Avenue North * St. Paut, MN 55105-3099 *(651) 288-4400 * FAX (651) 642-2440 * TTY (651) 642-2372 fairinfo@mnstatefaicorg * www.mnstatefair.org °�' ��, W�9 (Aev. Navem6er 2005) ��nt of the ireasury i� �p �a.� a�-�� Request For Taxpayer identification Number and Certification H Name (az shown on yow inr�ne � retumJ m a m a 8us++ess name, if tliffuent trom ahove c 0 m °j a� a ° IntliviMyi/ � Chec)t apProPriate 6oX � Sale prcPnetor �'w � (number, street, anG apt w wite no.) � c a„ � Cty. stata. and ZIP code m a N m Ust account numbu(sl here (oPOOnaq r� X Taxpayerldent�cation Nur ❑ ��PO28an a PartrlerShiP ❑ Other 1 """"'""""" Requesiers name and EMer your TIN in the appropriate box. The TIN provided must match the narne given on Line 1 to avoid 6ackup withholding. For individuals, this is your social security number (SSNj. However, for a resident alien, sole proprietor, or dismgarded entity, see the Part 1 instrucNons on page 3. For other errcRies, it is your employer identification number (EIN). It yQU do not have a numher, see How to qet a 77N on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number ta enter. Give form to the requester. Do not send to the {RS. � ��Pt frpm ha��P wdhhaltling Soeial secuMy �umber or EmPloyer identifleayaq numhtt Under penaltles of perjury, I certihf itiat 1. The number shown on this form is my correct tacpayer iderrtificalion numbar (or I am waiting (nr a num6er to 6e issued to me), and 2• I arn not subject to 6ackup w�thholding because: (a) I arn exempt from bacScup withholding, or �b) 1 have not 6een rwtified by the Imemal flevenue Service �1R5) that I am wbject to backup withholding as a result of a failure to report all irrteresi or div�dends, or (c) the IRS has notified me that i am no longer subject to 6ackup withholtling, and 3. I am a U.S. person (nctuding a U.S, residerrc a1(en), Certiftcatio� instrucL'ons. You must cross out item 2 above if you have been notified by tha IqS that you are curtently subject to bacicup withholding 6ecause you have failed to report all interesi and divitlends o� your tax retum. For real estate transacUons, item 2 does not appry. For mortgage irrterest paid, acquisitian ar a4anCOnmert of secured property, cancellation of debt, coritributio�s to an individual retirement arrangemerrt (IRA), and generaliy, paymenis other than interest and dividends, you are not required ta sign the Certiflcation, but you must provide your correct YIN. (See the instruMions on paga 4.) Sign 7� Here Purpose of Form A person who is required to fiie an infortnaUon retum with the IRS, musi obtain your correct taxpayer identification number (TiNj to report, for example, income paid to you, reai estate transactlons, mortgage interest you paid, acquisition or abandonmertt of secured property, canceflation of dett, or contributions you made to an IRA. U.S, persun, Use Form W-9 only if you are a U,S. person (inciutling a resident alien), to provide your correct TIN ta the person requesting it (the requester) and, when applicable, to: 1 Certifij that the TIN you are giving is cortect (or you are waiting for a number to be issued), 2• Certify that you are not subject to backup withholding, or 3. Ciaim exemption from backup wRhholtling if you are a US. exempt PaY�. In 3 above, 'rf applicahle, you are also certifying that as a U.S. person, your ailocable share of any parfiership income trom a U.S. trade or business is not subject ta the withholding tax on foreign partr�ers' share o{ y�{��vely connected i�come. Note. If a requester gives you a torm other than Fortn W-9 to request yQUr TI{V, yau muffi use the requester's form if it is substantialiy simil�r to this Form W-9, For federa� tax purposes, you are considered a person {f ya� are: • An individual who is a citizen or residerrt of ihe Uniied Siates, • A partnership, corporation, compeny, or association created or organized in the United States or under the taws of the Unked States, or •�Y �e (other than a foreign estate) or trust. See Regulations sections 30Y.7701-6(� and 7(� for additional intom�ation. Special rules tor partnerships. partriyrships that conduct a trade or husiness in the U�Red States are general(y req�tred ta pay a withholding tax on arry foreign partners' share of income from such business. Further, in certain cases where a Fortn W-9 has not been received, a partnership is required to presume that a partrier is a foreign person, and pay ihe withholding tax. Therefore, if you are a U.S. person that is a parfier in a partnership conducting a traae w business in the United States, provide Form W-g to the partnership to establish your U.S. status and avoid wRhholding on your share of partnershiQ i�come. The person who gives Fomt W-g to the parfiership for purposes of esta6lishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the tollowing cases: •The U.S. owner of a disregarded entity y�d not the entity, cac No. i azsix �9��8 Oi �/.$. pOg ► i�-zoas� ��-�� MINNESOTA STATE FAIR ACCOUNTS PAYABLE CALENDAR 2007 MQNTH ACTUAL DATES WHlCN CHECKS WILL BE CUT & MAILED JANUARY 1/5107 1 /19/07 FEBRUARY 2/2/07 2/16/07 MARCH 3/2/07 , 3/16(07 3/30/07 APRIL 4/13/07 4/27107 MAY 5/11/07 5/25/07 JUNE 6/8/07 6/22/07 JULY 7/6/07 7/20f07 AUGUST 813107 8/17/07 8/31 /07 SEPTEMBER 9/14/07 9/28/07 OCTOBER 10(12/�7 10/26/07 NOVEMBER 11/9/07 i 1J23107 This date may vary due to the holiday pECEMBER 12l//07 12/21/07 This date may vary due to the holiday � o� = �� U U O O a a i.i y 0 N a. = U•��U y a� U � m W s. y m . � � � d a" w 3 a � �� U U � � �"� O O � O �? ti h � h iy > > � > ¢ a .ti a en a , .c .= a .: � .; a W � d � v ,� �� c�3 a 00 � �� o� o 0 0 � � y � � y � v �" O U O O � 1i� O � �, O q �, P� y h � m m w� � � O ..�. � � .� W � a � ,o ma , � m m� _ �n �'" � C C C� G �'. � O L � � � � � � � � � � � � N �3 . � �� a � „ = a � c a � c ' �. 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N N N N N N N N N N N N N N N N N N N N N N N�, � �` N b 7,..�� O� v� N N W O� � M n b'd N t�+1 M O O�i O O O N b ti�� N N� � ` � � � b � � ` � � � ` N � � � � ` N N N N ` N � � � O O O O �. � �. � �, e� �O I`� l� t� [� l� O� O� 01 01 G� Q� O� Q� Q� Oi O� �-+ .. .-. .-+ O O O O O� n n n N N � h N n N N b l b n n n n O O O O O O O O N N N N � O W o0 n n n n I� h t� I� l� i� [� l� [� i� l� l� i� A L� [� t� I� O O O O O O O O O O O O O O� O O O O O O O O O O O O O O O O O O O O O N N N N N N N N N N 4�1 N N N�� N� � � � � � � � � � � � � � � � N N N N l� 01 O� G� G� N` b b�._�.. �� N N N N N[V � � � � � � � � � � O O O O O O O O T Q� 01 Oi Oi O� O� 01 O� O� .-y .--i .--� .-.. •--� .--i .-. .-. n�-��r Contrad # C 07 CSTP Str. Maint. Budget # f N 0� AGREEMENT Asphalt Overlay THIS AGREEMENT (hereinafter "AgreemenY') is made and entered into effective as of this 6�' day of June, 2007 6y and 6eriveen the Minnesota State Agricultural Society, commonly known as the Minnesota State Fair, (hereinafter called "State Fair�) a Minnesota public corporation, whose principal o�ce is located at 1265 North Snelling Avenue, St. Paul, Minnesota 551o8-3099, and City of St. Pau! Street Maintenance Division, a Minnesota corporation, whose principal office is located at 873 Dale Street N, St. Paul, Minnesota 55103 (hereinafter calied "Contracto�'). WHEREAS, State fair intends to engage the services of a contractor to furnish and install materials to safely and properly complete the asphalt overlay on existing asphalt streets, including all labor, materials, supervision and equipment, and compieting the entire project as requested by State Fair, which is more compfetely defined in Contractor's proposal dated June 11, 2007, attached hereto as Exhibit A and made a part of this Agreement by reference; and WHEREAS, Contractor is able to provide for the above mentioned services as desired by State Fair; NOW, THEREFORE, su6)ect to the terms and conditions set foRh below, State Fair and Contractor hereby agree as follows: ENTIRE AGREEMENT This Agreement represents and contains the entire integrated understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements and understandings either written or oral between the parties. 2. SCOPE of SERVICES and DUTIES Contractor shall provide the following services 4or the asphalt overlay on various designated existing asphalted areas to include all labor, materials, supervision and equipment necessary, and as requested by State Fair which is more completely defined in Contractor's proposai attached hereto as Exhibit A dated June 11, 2007. All Contractor services and equipment shali be made available to State Fair upon State Fair's request in a time, place and manner as mutually agreed to by and between the parties hereto. 3. TERM and AUTHORIZED AGENT(S) , The term of this Agreement shall begin approximately on June 6, 2007, depending on weather conditions, for a term of (1) month, twenty flve (25) days and will expire at midnight July 31, 2007. State Fair coMsct(s) and authorized agent(s) are: Steve Bamett, Plant Services Supervisor, at (651) 288-4300, or cell phone at (651) 755-8379, Myron Clasemann, Ptant Services Manager, at (651) 288-4461, or cell phone at (651) 775-3740, or their assigns or successors in office. They shall have fi�ai authority for acceptance of Contractor's services. ��-�� 4. COMPENSATION, DEFINITION of COSTS and PREVAILING WAGE For performance under this Agreement, Contractor agrees to apply the rates based on the prevailing wage scafe under applicable union labor agreements as set forth in Exhibit A, dated June 11, 2007, attached hereto. - Quoted cost of paving, 1° overlay on existing asphalt streets $5.00 per square yard - Additionai thickness ofi asphalt, additional cost and figured on a case by case basis - Overlays on gravel surfaces require extra asphalt thickness a�d possible grading of gravel - Contractor to provide State Fair with a written proposal, and approved, for each area prior to the start of each area Taxes, if applicable, will be broken down as a separate line item for each area on the invoice(s) Project Totai — $ All rates quoted will be considered maximum rates to be charged, including ali direct and indirect costs and expenses incurred by Coniractor in furnishing the services covered by this Agreement, as well as ali labor, payroll assessments, insurances, taxes, etc. as required by law. Contractor shall submit invoices on a bi-weekiy basis for services pertormed to Contract Manager documenting the breakdown of each separate asphalted area by location name, including number of square yards of paving done for each location paved (and other items or exQenses should they be required by State Fair) incurred as previously approved by State Fair's authorized agent(s). Unless otherwise mutualiy agreed, State Fair shall pay Contractor's approved invoices approximately NET thirty (30) days from the invoice date. Taxes are to be broken down as a separate Iine item, should they apply. All services provided by Contractor subject to this agreement shali be performed to the satisfaction ot the State Fair as determined at the sole discretion of State Fair's authorized agent(s), and in accordance with all applicable federal, state and State Fair Iaws, ordinances and rules. Contractor shali not receive payment for work found by State Fair to be unsatisfactory, or which is pertormed in violation of federal, state or State Fair laws, ordinances or rules. Contractor shall be responsible for and pay when due, aii taxes, including, but not limited to, withholding, insurance amounts and other taxes on Contractor's income. Contractor shail accept no income, payment or compensation of any kind from any third party in connection with or related in any way to the provision of the subject third party goods or services to State Fair. Contractor and ail their subcontractors shall conform to labor and prevailing wage rate laws of the State of Minnesota and County of Ramsey. This intormation may be obtained from the Minnesota Department of Labor and Industry. Contractor agrees to be responsible for all costs incurred in the operation and maintenance of all equipment, including any loss, damage or clean up which may be incurred as a result of the actions, acts or omissions of Contractor, and/or their agents. 5. CERTIFICATIONS Contractor sha11 at all times during the term of this agreement keep current aif ficenses, certifications, permits, etc. as prescribed by the State of Minnesota. State Fair may request Contractor to provide documents as proof to verify compliance. This wiil serve as notice to Contractor to provide the State Fair Contract Manager copies of all current licenses and certificates, if required. . _ a�_�� 6. INDEPENDENT CONTRAGTOR Contractor shal! be acting as an independent contractor to State �air, and nothing in this Agreement shail be deemed to create a relationship of employervemployee, common law empioyee, principal-agent, partner, orjoint venture partner between Contractor and State Fair. Neither party has any authority to bind the other to any contract or agreement without the other's written permission. Contractor shall operate an independent business, consistent with State Fai�s business, and agrees to be responsible for all of their own federal, state and Iocai taxes, withhoiding, social security, insurance, and other employee benefits. Upon request, Contractor shaii provide Staie Fair with satisfactory proof of independent contractor status (including, without limitation, applicable business licenses). ConVactor further warrants that in the event the Intemal Revenue Service or any other state or locai agency determines that Contractor is a common law employee of State Fair and, therefore, subject to withholding and payroii taxes (e.g. federai income tax, FICA, FU7A, eta), Contractor shall fully indemnify State Fair for aII such withholding and payroll taxes, and associated interest and penalties, if any, assessed against State Fair in connection with such determination. Contractor fiarther warcants that in the event that the Intemal Revenue Service or any other state or local agency determines that Contractor is a common law employee, Co�tractor shaii take no steps whatsoever and shail forbear from seeking to recover, reVoactively or otherwise, any benefits that State Fair provides to its regular employees, including, without Iimitation, any entitfement to participate in State Fair's 401(K), pension, retirement, andlor oiher employee benefit plans. Contractor agrees not to participate directly or indirectly in any litigation or claim of any nature whatsoever seeking to recover any benefits from State Fair. Contractor agrees to fully indemnify, defend and hold harmless State Fair against any such claim by anyone on ConVactor's behalf. INDEMNIFICATION A. Each party agrees that it will be responsible for its own acts and/or omissions in carrying out the terms of this Agreement and the results thereof to the extent authorized by law and shali not be responsible for the acts and/or omissions of the other Parky and the results thereof. The liability o4 the Contractor, its empfoyees, o�cials, representatives and agents shall be govemed by provisions of the Minnesota Municipal Torts Claims Act, Minnesota Statutes Chapter 466, et seo. and the liabifities of the State Fair shall be govemed by the Minnesota Tort Claims Act, Minnesota Statutes 3.736 and other applicable law. B. Contractor shali assume full responsibility for all damage to property of any nature resuiting from any negligent act, omission or misconduct in the execution of their work. To the extent of Contractor's liability, and at their own expe�se, Contractor shail restore damaged property to a condition similar or equal to that existing before the damage was done. Contractor shall repair, rebuiid or repiace the damage as directed, or they shall otherwise make good on the damage in a manner acceptable to State Fair. 8. GOPHER STATE ONE CALL It is understood that Contractor is responsible for observance of Minnesota Law Chapte� 216D, which requires anyone who engages in any type of excavation anywhere in Minnesota to provide notice at least 48 hours in advance (exciuding weekends and hofidays) to Gopher State One Call. The telephone number to Gopher State One Gall is (651) 454-0002. 9. INSUF2ANCES — POLICY REQUIREMENTS Contractor warrants that it shall maintain insurance policies that are su�cient to protect Contractor's business against ali appticable risks. Without iimiting the scope of the preceding, Contractor shall maintain insurance coverage in an amount not less than $2,000,000 annuai aggregate for bodily injury or death, personai injury and property damage iiability, which shalt remain in full force and effect during the entire term of this Agreement. State Fair, its officers, directors and employees shall be listed as additional insured with a full waiver ot subrogation by Contractor for such insurance. Contractor is further responsible for obtaining health insurance, including worker's compensation or disability insurance for Contractor and/or any employees they may have as a contractor under this Agreement. Contractor hall not commence work on State Fair properry whether or not under contract untii State Fair has obtained all�he insurance described below and such insurance has been approved by the State Fair and on file with State Fair's Contract Manager. A fax may be sent to (651) 603-5814, with a hard copy to follow. For any questions regarding these requirements, please contact (651) 288-4424: U�-�� Contractor must provide an Acord Certificate (or policy) of insurance made out to: Minnesota Sfate Agricultural Society Minnesota State Fair State of Minnesota 1265 Sneliing Avenue North St Paul, MN 55108-3099 Attn: Mary Pittelko, Contract Manager Policy Requirements 1. Generai Liability Insurance A. Minimum limits of (not less than) Iiability: $1,000,000 - Per Occurrence $2,OOQ000 - Annuai Aggregate per project or location B. Coverage: X X X X X X Premises & Operation Bodily injury Premises & Operation Property damage Personal & Advertising injury Blanket Contractuai Products & Compieted Operations Minnesota State Agricultural Society, Minnesota State Fair and State of Minnesota listed as Additional Insured with respect to conVacted aetivities on the State Fairground 2. Autamobile liability Insurance A. Minimum limits of Iiabiiity $1,0�0,000.00 — Per Occurcence Bodily injury and property damage, combined single limit B. Coverage: X Any Auto X Owned automobi4e, if any X Non-owned automobiie X Hired automobile X Minnesota State Agricultural Society, Minnesota State Fair and State of Minnesota iisted as Additiona{ Vnsured 3. Umhretla or Excess Liability Insurance —An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor's policy �imit to satisfy the full policy limits required 6y the Agreement. 4. Workers' Compensation Insurance A. Coverage A- Statutory Compensation Coverage (box must be checked) B. Coverage B— Empfoyers Liability witfi limits o4 not less than: X $100,000 Bodiiy Injury per Disease per Empioyee X $500,000 Bodi{y {njury per Disease Aggregate X $100,000 Bodily Injury by Accident Additional Insurance Conditions: A!! po4icies and certiftcates shall provide that the poficies and certificates must remain in fufl force and effect any time while Contractor or their property or equipment is on State Fair property and for the duration of this Agreement and for a period of three (3) years after completion of any of Contractors projects. The certificate must list the Minnesota State Agricultura{ Society, Minnesota State �air and State of Minnesota as "an Additional Insured" on the policy and must be signed in ink. Contractor's policies shall be the primary insurance to any other valid and collectible insurance available to the State Fair with respect to any claim arising out of this Agreement. , Provide State Fair with not less than thirty (30) days advance notice�of cance{lation, non-renewal, reduction in limits or coverage, or other materiai change(s). ��-�� Contractor is responsible for payment of insurance deductibies. If Contractor is self-insured, a Certification of Self-Insurance must be forwarded to State FaiTs Contract Manager. Insurance companies must have an `AM BesY' rating of A-, class VII or Better, acceptable to State Fair and authorized to do business in the State of Minnesota. 10. ENViRONMENTAL Contractor shall immediately inform State Fair of any suspected or discovered violation of any applicable environmental rule, regulation or law. State Fair reserves the right to notify the appropriate authorities conceming any such suspected or discovered violation. Contractor agrees to comply with all applicable Environmental Laws, as described herein, during the performance of ihis Agreement. As used in this Agreement, Environmentai Laws means ali federal, state and local environmentai laws, rules, regulations, ordinances, judiciai or administrative decrees, orders, decisions, authorizations or permits peRaining to the protection of human heafth and/or the environment, inciuding, but not limited to, the Resource Conservation Recovery Act, 42 U.S.C. §§ 6901, et. seq., the Ciean Air Act 42 U.S.C. §§ 7401, et.seq. the Federal Water PoNution Control Act 33 U.S.C. §§ 1251, et. seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 1101 et. seq., the Comprehensive Environmental Response Compensation and Liabiiity Act, 42 U.S.C. §§ 9601, et. seq., the Toxic Substance Controi Act, U.S.C. §§ 2610 et. seq., the Oil Pollution Control Act, 33 U.S.C. §§ 2701 et. seq., and any other comparable local, state or federal statute or ordinance pertaining to environment or naturaf resources and all regulations pertaining thereto. Environmentai Laws include ail federai, state, or local land use laws dealing with environmental sensitivity including, but not limited to, laws regarding wet(ands, steep slopes, aquifers, critical or sensitive areas, shorelines, fish and wildfife habitat, or historical or archeologicai signifcance. Contractor agrees to cooperate fully with the State Fair in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without timitation any reiease or threat of reVease of hazardous or regulated substances into the soils, ground waters, water or atmosphere, in accordance with applicabie law or as authorized or approved by any agency having authority over environmental matters. Contractor shall be responsibie to the State Fair, inc4uding being responsib(e for remediation and all costs associated therewith, for any action or inaction of Contractor which is directly or indirectly responsible for any faiiure of State Fair to materiaily conform to all then appiica6le environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this paragraph shall survive the termination of this Agreement. 11. . CONTRACTOR'S WARRANTIES and COVENANTS Contractor hereby represents warrants and covenants as follows: A. � Contractor is financially solvent; able to pay its debts and is possessed of sufficient working capital to provide the services/equipment in accordance with this Agreement. B. Contractor warrants that it has complied with all appiicable registration and Iicensing requirements to enable Contractor to act as an independent contractor under the terms of this Agreement. C. Contractor has the experience and skills necessary to pertorm and provide the services and equipment required pursuant to this Agreement. Ail services provided by Contractor shail be pertormed (a) in a professional manner, with a high grade, nature and quality commensurate with that which is customary in the industry, (b) in compliance with all applicable fiederal, state and local laws, rules, regulations and ordinances, including, without iimitation, the laws, rules and regulations of the Occupational Safety & Health Act (OShfA) and State Fair, whife Contractor is on State Fair premises. 12. TERMINAT{ON of AGREEMENT Regardless o4 the term set forth above, either party may terminate this Agreement at any time, with or without cause, upon providing seven (7) days written notice to the other party, served according to Notices Section of this Agreement. "Cause" includes, but is not limited to: � � � �--�� A. a breach of this Agreement; B. theft, disloyaity or dishonesty 6y Contractor; C. insubordination by Contractor, D. sale, desfruction or termination of a substantial portion of Contractor's operations; E. State FaiPs lack of need for Contractor's services by State Fair. F. State Fair reserves the right to cancei certain projects based on availability of funds and deemed in the 6est interest of the State Fair. If, in State Fair's opinion, Contractor fails to carry out the terms of this Agreement diligently and on schedule, State Fair shail have the right to terminate this Agreement upon providing 7 days written notice to Contractor. In the event of cance4tation, the Contractor shat4 invoice State Fair for the portion of work already compfeted of the total up to the time of cancellation. Invoice must be received by State Fair within thirty (30) days of cancellation. All physicai property and any equipment leased or purchased by State Fair for Contractor's use during the term of this Agreement shall be promptiy retumed by Contractor to State Fair at the termination of this Agreement. In any event, termination or expiration of the term of this Agreement shall not reduce or terminate Contractors obligations under the terms of this Agreement. 13. CONFIDENTIALITY Contractor acknowledges that it may have access to certain confidential or proprietary information and/or materiais relating to or owned by the State Fair, inciuding, but not limited to, trade secrets, ideas, know-how, techniques, designs, specifications, the State Fair's proposed acquisitions, proposed FAA/FCC fiiings, customer lists, files and other technical, fnancial or 6usiness infocmatio� regarding individual customers, State Fair's business or State Fair's organization and operations (`Information"), in order that Contractor may best perform it's duties hereunder. Such Information shali be the sole and exclusive properry of State Fair, and Contractor agrees that during the term of this Agreement and at ail times thereafter, Contractor shaii not disclose such Information to any govemmental agency, person, entity, firm or corporation without the expressed prior written consent of State Fair. Contractor agrees to retum to State Fair promptly upon termination of this Agreement all correspondence, letters, documents or other tangible materials or copies thereof (whether stored in hard copy, electromagnetic media or in any other form) which mention or contain said information. All information provided, generated or produced by Contractor under this Agreement shall be and remains the soie and exciusive property of State Fair and shali not be discfosed to any third party without the expressed written consent of State Fair and shail be hefd by Contractor as a trustee for the benef+t of State Fair. 14. REMEDIES The parties agree that damages may be inadequate to compensate for the unique Ioss to be suffered in the event of a breach hereof and that the damaged party shall be entitied, in addition to any other remedy N may have under this Agreement or at law, to seek and obtain injunctive relief and other equitable relief, including specific perFormance of the tertns of this Agreement, without the necessity of posting bond. State Fair may retain for its use so much of the money which is due Contractor under and by virtue of this Agreement as may be necessary to cover any suits, actions or claims arising from Contractor's operation or in consequence of any negligent act, omission or misconduct of Contractor; or, in case no money is due, Contractors sureties may be held liable until those suits, actions or claims have been settled and suitable evidence to that effect has been furnished to the State Fair. 15. UNEMPLOYMENT INSURANCE and TAXES Contractor shall pay all applicable Iocal, state and federal withholding taxes and insurance amounts when due, and shall compiy with all applicable minimum wage requirements with respect to Co�t�actor and Contractors employees. Contractor shall accept full and exciusive liability for the payment of any and ail taxes and contributions for unemployment insurance, retirement benefits, pensions and annuities which may now or hereafter be imposed by the United States or any state thereof, whether measured by the wages, salaries or remuneration paid to persons employed by Contractor or otherwise, for the work required to be pertormed hereunder.� r��—��c� 16. SIGNS No signs of any description shall be placed on or about State Fair's premises, except with the written permission of State �air. 17. LEGAL RESPONSIBILITIES to the PUBLIC Contractor shall, while on State Fair property or pertorming any of the services hereunder, comply with aii appiicabie ioql, siate and federai safety Iaws and regulations, including, without limitation, laws and regulations under the Occupational Safety 8� Heaith Act. Contractor shall protect and indemnify State Fair and its representatives against atl ctaims and fiabilities arising from violations committed by Contractor or Contractor's employees. If Contractor should discover any provision in this Agreement that is contrary to or inconsistent with any law, ordinance, regulation, order or decree, Contractor shaii immediately report same to State Fair in writing. 1&. MEDtATtON or ALTERNATIVE DISPIlTE RESOIUTiOid Any dispute not resolved. may be settled and decided by mediation or Alternative Dispute Resolution (ADR). Any such mediation shall be held and conducted before one mediator who shall be selected by mutual agreement of the parties, or their representative(s), as the case may be. The mediator shall not permit discovery, other than the exchange of documents. The parties shali share the mediator's fee(s) equaily. The award of the mediator, which may include equitable relief, shall be finai. Judgment may be entered upon it in accordance with applicable law in the State of Minnesota, County of Ramsey. Any demand for mediation shall be in writing and must be made within a reasonable time after the claim; dispute or other matter in question has arisen. in no event shafl the demand for mediation be made after the date the institution of Iegai or equitable proceedings based upon such claim, dispute or other matter would be barred by the applicable statute of limitations. Disputes may be submitted to ADR as a condition precedent to litigation. Both parties will exercise good faith efforts to resolve disputes through a mutually acceptable ADR procedure. Collections will not be submitted to ADR. 19. PATENTS, MATERIALS and PROCESSES Prices, fees and costs shal{, without exception, include compensation for all royafties and costs arising from patents, trademarks and copyrights that are in any way involved in the work. If Contractor employs any design, materiai or process covered by Ietters of patent or copyright, they shall provide for their use with the patentee or State_Fair. Contractor shall indemnify and hold harmless State Fair and any politicai subdivision, department or third party affected from any and all claims for infringement by reason of their use. 20. EMPLOYEE HEALTH and WELFARE Contractor shal� provide and maintain sanitary and safe accommodations for the use and protection of their employees, necessary to provide for their health and welfare, and comply with any and all state, federal and locat safety codes and regulations, as weii as those of other bodies and tribunals having jurisdiction. 21. ACCESS to FINANCIAL RECORDS Contractor shall maintain a separate set of books or records that reflect all items of income and expense related to Contracto�'s business. The State Fair may request statements of account only regarding income or expenses generated pursuant to this Agreement. 22. M�CHANICS LIEN To the exte�t alfowed by law, Contractor and any and all Subcontractor's, for itself and ail others directly or indirectly acting for, through, or by it, agrees that no mechanics' liens or claims for lien wili be filed or maintained against any site, the services or the propecty where the services are �performed, and waives all rights to file or maintain such liens and ciaims. Departrnent of Commerce mechanics lien reiease documentation is to be submitted to State Fair wfth billings. 23. ASSIGNMENT or TRANSFER of DUTIES Contractor acknowledges that the services to be rendered by it are unique and personal. Accordingly, Contractor may not assign any of its rights, including the right to receive payments, or delegate any of Contractors duties or obligations under this Agreement without the prior written consent of State Fair. 24. COMPETITNE BtDDING State Fair, at its discretion, retains the right to ailow competitive bidding for certain projects which othenvise may be within the scope of work of Contractor, based on the needs of State Fair. 25. HARASSMENT POIICY The State Fair sUOngiy beiieves in the human dignity of each individuai. It therefore condemns, opposes and wili not tolerate any behavior on the part of any of the members of its community, which constitutes sexual harassment, offensive behavior or workplace violence. Sexua! Harassmenf Sexual harassment is defined as `unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct ofi a sexual nature" when: 1. such conduct has the purpose or effect of substantialiy interFering with an individuai's work perfortnance or creati�g an intimidating, hostile, or offensive working environment, or 2. submission to or rejection of such conduct by an individual-is used as the basis for employment decisions affecting such individuals (quid pro quo), or 3. submission to such conduct is made either explicitly or implicitly, a term or condition of an individual's employment (quid pro quo). The use.of a position of authority to seek to accomplish any pf the above constitutes sexual harassment. Sexual harassment may take different forms whether it occurs between people of the opposite or same gender. One specific form is the demand for sexual favors. Other forms of harassment may inciude: 1. Verbal: sexuai innuendoes, suggestive comments, jokes of a sexua( �ature, sexua4 propositions, threats. 2. Non-Verbai: sexuaily suggestive objects or pictures dispiayed in areas of common viewing, inciuding etectronic media and computer graphics, graphic commentaries, suggestive or insuiting sounds, leering, whistling, obscene gestures. 3. Physicai: unwanted physical contact, including touching, pinching, 6rushing 6y the 6ody, coerced sexual intercourse, assault. Offertsive Behavior The Sfate Fair also prohibits non-sexuai offensive behavior another based on sex, race, age, religion, color, creed, marital status, or nationai origin. . This includes words or actions that are offensive to affectional preference, sexual o�ientation, disafaifity, Workplace Violence The State Fair prohibits any form of workplace violence. The Minnesota Department of Pubiic Safety defines workplace violence as "words or actions that hurt people. Violence is the abusive or unjust use o4 power, intimidation, or actual use o4 force, which results in or has a high likelihood of causing hurt, fear, injury, suffering or death:' With the exception of on-duty licensed police officers, any person, including employees (both full-time and part- time), tenan�S, contractors and/or subcontractors, are prohibited from carrying, possessing or using firearms (including but not limited to pistols) or other weapons while on State Fair premises, while operating machinery, equipment or vehicles for work-related purposes, or while engaged �in State Fair business off of State Fair premises. This policy applies to all employees, confractors andlor subcontractors, inciuding, but not Iimited to, - ��`�710 those who have a valid permit to carry a firearm. This policy applies to all State Fair premises, except that vaiid handgun permit hoiders may carry or possess firearms in the State Fai�'s parking facilities in accordance with applicabie federal and Minnesota law. However, a4! empioyees, tenants, contractors and/or subcontractors (including but not limited to those who have a valid permit to carry a pistol) are prohibited from carrying or possessing any type of firearm or other weapon in their vehicle af any time while on State Fair business, whether on or ofF State Fair premises. The State Fair reserves the right to search and inspect properry of tenants, contractors and/or subcontractors while on State Fair premises, while operating machinery, equipment, or vehicfes for work-refated purposes or while engaged in State Fair business off premises. Employees, tenants, contraetors and/or subcontractors agree to be bound by these terms and are solety responsible and Iiabie to State Fair for the acts and omissions of their employees, subcontractors and their agents and employees, and other persons performing portions of work direcUy or indirecUy under an Agreement with Contractor. Expectations AIf emp{oyees, tenants, contractors andfor sub-contractors are expected to treat co-workers, subordinates, supervisors, contractors, sub-contractors, vendors and guests with respect at aIl times. Employees, tenants, contractors and/or sub-contractors who are aware of alleged policy violations, or who receive or observe threats of violence whiie on State Fair premises, shouid immediately report any alleged sexual harassment, offensive behavior or workplace violence violations to State Fair Police. 26. MINNESOTA STATUTE CHAPTER 37 There are no other rights, privileges or conditions, expressed or implied, which are not contained or referenced in this Agreement and this Agreement shall not be construed as a relinquishment by the State Fair of any of its powers or controls over the State Fairgrounds as vested in it by Minnesota Statutes Chapter 37. 27. GOVERNING LAW, VENUE AND JURISDICTION This Agreement shall be governed by the Iaws of the state where the Project (or service) is Iocated (or perforrned). Venue in any action brought with respect to this Agreement shall be in the State of Minnesota, Ramsey County and each party consents to the jurisdiction of the courts sitting therein. 28. NOTICES All notices or other written communications required under this Agreement shali be given personaliy upon deiivery, by next-business-day delivery via a nationally recognized overnight carrier or by delivery via certified mail, retum receipt requested, upon deposit in a U.S. Maii receptacle, postage prepaid, addressed as foilows: To State Fair: Minnesota State Agricultural Society Minnesota State Fair 1265 Snelling Avenue North St. Paul, MN 55108-3088 Attn: Mary Pittelko, Contract Manager To Contractor: City of St. Paul Street Maintenance Division 873 Dale Street N St. Paut, MN 55103 Attn: Gary Erichson, Stree# Maintenance Engineer 29. AMENDMENTS The State Fair reserves the right to make aiterations, amendments, deletions or cancellation of this agreement which is in the best interest of the State Fair. A41 atterations, amendmenis, deletions or waivers of the terms o4 this Agreert�ent shall be valid and enforceable only when they have been agreed upon by both parties and executed by both parties in w�ting. D�-��(o IN WITNESS WHEREOF, the respective parties have executed this Agreement, in dupiicate, intending to be bound hereby effective the date and year first indicated above. MINNESOTA STATE AGRICULTURAL SOCIETY CITY OF ST. PAUL MINNESOTA S7ATE FAtR STREET MAINTENANGE ONISION 1265 Snelling Avenue North 873 Dale Street N St. Paul, Minnesota 55108-3099 St. Paul, Minnesota 55103 (651) 288-4424 (651) 603-6814 fau (651) 292-6600 Email: Fed. Ta�►.D. #: Brian Hudalla, Deputy General Manager � Email: qarv.erichson@ci.stpaul.mn.us Fed. Tax I.D. #: 41-6005521 By: Bruce Beese Director Pub' Work By: �mi- � c��e� a Ga Erichson Street Maintenance Engineer By: Office of Financial 5ervices By: �o City Attorney CXt11C11 A SCOPE of SERVICES and RATE SCHEDULE - - - — - - —7-�- - - -�� ! / (G/ "Gary Erichson" To <steve.barnettC�mnstatefair.or� �ary.Erichson@ci.stpauI.mn cc "SteveSemlak",<Steve.Semlak@ci.stpaul.mn.us> 06/11/200712:59 PM Subject Fwd: MN State Fairgrounds Paving -- Messa�e from "Greg Tanem" <Greg.Tanem@ci.stpaul.mn.us> on Mon, 11 Jun 2007 1:02:44 -0500 -- To: Gary Erichson" <Gary.Erichson C� ci.stpaul.mn.us> Subject: MN State Fairgrounds Paving Hi Steve, Here is a list condirions that aze included with our proposal to do asphalt overlays, within the State Fairgrounds, as per your request. 1. One inch asphalt overlay on e�sting asphalt streets. 2. Miiling of streets is not included. 3. Sweeping of streets to by done by State Fairground personnel with your equipment. 4. Limits as directed by State Fair staff. 5. Cost of paving is $5.00 per square yard 6. Additional thiclmess of asphalt will be an additional cost and will be figured on a case by case basis. 7. Overlays on gravel surfaces will involve extra asphalt thicicaess and possible grading of gravei. Cost will be determined on a case by case basis. 8. Adjusring rings far all underground utility structtues shall be furnished by the State Fair. Gary Erichson , Street Maintenance Engineer ' Street Maintenance Division 873 Dale Street N St. Paul, MN 55103 651-292-6600 — Public Works � EXHi81T B MINNESOTA STATE FAIR CHANGE ORDER This form complies with professional standards and lavrs currently in effect Addition (s) or Deduction(s) (drde one of the above) Project Name: Project No.: Contractor. Owners Name: Street City, State, Zip Minnesota State Agricultural Society, Minnesota State Fair 1265 Sneffing Avenue North St. Paul MN 55108 Description of changes: ��-��c� Date Change Order No. License No. Phone Phone Add or Reduce (circle one) calendar days to agreement completion date. Revised term of completion date, if appficable Additional Charge or Deduct for above described work Is: $ (cirde one of the above) Payment will be made as foilows: Above Iisted additional or reduced work is to be performed under the same conditions as specified in original agreement unless otherwise stipulated. Not valid untii signed by Contractor(s) and Minnesota State Fair We hereby agree to fumish labor and materials — complete in accordance with the above specifications, at the above stated price with written request for Change Order attached. Date Date Authorized Signature Contractors Signature & Title Authorizing Signature Brian Hudalia, Deputy General Manager Date Authorizing Signature � Swan Melstrom, Operations Construction Manager Note: This revision becomes. part of and in conformance with thz existirtg Rgreement. „ t.4z��t� :;:;p�es `rc:n :kis 1c.m�, ramrtffrg �f arg;�ai `� {;v �x,=e�a;.=.:, tc�• t€; Sia#E: _.: rs ifr,� P,��Fra=:�E;r 12 EXHIBIT C Q�� , Minnesota State Agricultural Society Minnesota State Fair Notice of Construction Complete This document serves as official notification that the Contractor has compieted construction of a Project at the State Fair, listed below in accordance with all bidding documentation and site specifications for which Contractor was contracted. Project Name: Location Address: Agreement No: Budget No: Start Date: Date of Substantial Completion Punch List submitted? Yes No Date submitted: If yes, attach punch list. Contractor shali have seven (7) days in which to compiete or correct listed items. Full, Finai & Compiete Date: Contractor's Business Name: Proje�t Manager (rypedname)) Name and Title �Typed) Project Manager (signatwe) Date (Above /ndividuals Signatuie) Date Owner: Minnesota State Agricultural Society, Minnesota State Fair approval signed off by Brian Hudalla, Deputy General Manager Date Swan Melst om, Operafions Construction Manager Date 13 9 EXHIBIT D Minnesota State Agricultural Society Minnesota State Fair Quality Assurance Inspe�tion First Inspection: Pass Second Inspection: Pass Third Inspection: Pass Pro}eet Managers Initials Field Supervisors initials Contractor's Business Name Project Manager Date (Printed o� 7yped Name & Title ) Field Supervisor Date , (Printed o� 7yped Name & Tifie) � Fair Fair Fair �� Date: Date: Date Minnesota State Agriculturei Society Minnesota State Fair Brian Hudafla Date Deputy General Manager Swan Melstrom Date Operations Construction Manager 14