08-521Council File # � — � �
Green Sheet #�jO rj 3 �15 Q
RESOLUTION
rr�ncea ny
CITY OF
INNESOTA
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By —�
Approved by_MaXo`�: Date
WHEREAS, the Deparmient of Transportarion wishes to cooperate closely with local units of gwernment to coordinate
the delivery of Yransportation services and ��e the efficient deliven of such setvices at all levels of govemmem;
and
WI�REAS, occasionally opportunities arise for local governments to provide services to MnDOT; and
WfIEREAS, the parties wish to be able to respond quickiy and efficienfly to such opporhmities for collaboration, and
be determined fl�at MnDOT having the ability to write work orders against a master contract would provide the greatest
fle�bIlity; and
T`f�REFORE, BE TT RESOLVED:
1. That the City of Saint Paul enter imo Master Conhact Number 92726 with the Mimiesota Deparmient of
Transportation.
2. That the proper City officers aze authorized to execute such contract and any amendments thereto.
3. That the City Engineer is authorized to negotiate work order contracts pursuant to the N1as[er Conhact,
wluch work order contracts will provide for payment of the Ciry by MnDOT, and that the City Engineer
may execute such work order conttacts on behalf of the City without further apprwai by tkris CouncIl.
Requested by eparUnent o :
Public W cs
By:
Approved by the OHice of Financial Services
By:
Approved by City Attomey �,
By: `� �
Apprw ;by or. Submissi�ontoCouncil
By: ��,
Rv
Adopted by Council: Date � 'L� �7`�
� Green Sheet Green ShBet Green Sheet Green Sheet Green Sheet Green Sheet �
6�-� 2-I
Depattrne�office/council: Date Mitiafed:
Pw -�b,�w�� o�-�,Y-� I Green Sheet NO: 3053450
Co�d Person 8 Phone:
Paul St. Martin
26Cr6�18
Must Be on Council Agenda by (Date):
'14-MAY-OB
Doc. Type: RESOLUTION
E-0ocumentRequired: N
Document CoMact: Paui St. Martn
CoMact Phone: 2666'118
� I ve�wmuem rmwn p �nn auvaw
0 ublicWorks PaeiSLMartin t�f S'�•ag
Assign 1 a6ticWorks (J De entDirecfnr `/
Num6er Z � Aaorn _�r�
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Routing 3 orSOSae Ma rlASSistaut
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5 ' Clerk C" Clerk
Total # of Signature Pages 1(Ciip Ail Lxations for Signature)
Adion Requested:
Approve Council Resolution authorizing proper city officials to enter into Master Partnership Contract 92726 with the Minnesota
Department of Transportation wbicb would authorize each party to provide services to the other wder a work order.
Planning Commission
CIB Committee
Civil Service Commission
'I. Hasthis person/firm everworked undera contractforthis departmerrt?
Yes No
2. Has this person/firm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
curtent city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunily (Who, What, When, Where, Why):
On occasioq there are MnDOT or City construction or maintenance projects whae the project coutd be completed more efficiently by
the other par[y. Under c�¢rent process, tlus work is completed imder a joint poweis agreement, wluch is time consmning to execute.
The Master Parinership contract would streamline this process.
AdvaMages NApproved:
More efficient and cost effective.
DisadvanWges HApproved:
None
Disadvantages ii Not Approved:
None.
Transaction:
Funding Source:
Financial Information:
(Explain)
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Cost/Revenue Budgeted:
Activity Number.
May 7, 2008 10:52 AM Page 1
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Mn/DOT Agreement No 92726
CMFS Contract
STATE OF NIINNESOTA
AND
CITY OF SAINT PAUL
MASTER PAR'INERSHIP CONTRACT
This master conhact is between the State of Minnesota, acting through its Commissioner of Transportation hereinafrer referred to as
the "State" and the City of Saint Paul acting tluough its City Council, hereinafrer referred to as the "Local Govemment".
Recitals
1. The parties aze authorized to enter into this ageement pursuant to Minnesota Statutes §§ 15.061, 471.59 and 174.02.
2. Minnesota Statutes Section 1612Q subdivision 2 authorizes the Commissioner of Transportation to make atrangements with and
cooperate with any governmental authority for the purposes of constructing, maintaining and improving the h�m�k highway
system.
3. Each pariy to this Conhact is a`Yoad authority" as defined by Minnesota Statutes § 160.02 (subd. 25).
4. Minnesota 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
consirucrion or reconstruction of roadways, and performing roadway maintenance.
5. Minnesota Statues § 174.02 (subd. 6) authorizes the Commissioner of Transportation to enter into agxeements with other
governmental entities for reseazch and experimentarion; for sharing facilities, equipment, staff, data, or other means of providing
transportation-related services; or for other cooperafive programs that promote efficiencies in providing governmental seroices, or
that further development of innova6on in transporta6on for the benefit of the citizens of Minnesota.
6. Each pariy wishes to occasionally procure services from the other party, which the parties agree will enhance the efficiency of
delivering governmental services at all levels. This Master Partnexship Confract provides a framework for the efficient handling
of such requests. This Master Parhiership Coniract contains ternis generally governing the relationship between the parties
hereto. When specific services are requested, the parties will (unless otherwise specified herein) enter into a"Work Order"
contracts.
7. Subsequent to the execution of this Master Partnership Contract, the parties may (but are not required to) enter into "Work Order°
contracts. These Work Orders will specify the work to be done, timelines for completion, and compensarion to be paid for the
specific work.
8. The parties aze entering into this Master Partnership Conlract to establish terms that will govern all of the Work Orders
subsequently issued under the authority of this Contract.
Master Contract
1 Term of Master Contract
11 Effecdve Date: This contract will be effective on the date last signed by the Local Govemment, and all State officials as
required under Minn. Stat. § 16C.05, subd. 2.
A party must not accept work under this Contract until it is fully executed.
1.2 Expiration Date. This Contract will expire five years after its effective date.
13 Work Order Contracts. A work order contract must be negotiated and executed (by both the State and the Local
Government) for each particulaz engagement. The work order contract will specify the detailed scope of work and
delivecables for that engagement. A party must not begin work under a work order until such work order is fully executed
The terms of this Master Partnership Contract will apply to all work orders issued hereunder, unless specifically varied in the
work order. 'I'he Local Government understands that this Master Contract is not a guazantee of any payments or work order
assignments, and that payments will only be issued for work actually performed under fully-executed work orders.
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1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this master contract and all work order
contracts: I 1. Liability; 12. State Audits; 13. Government Data Practices and Intellectual Property; 16. Publicity and
Endorsement; t7. Ciovemntg Law, 7urisdicrion, and Venue; and 21. Data Disclosure. All terms of this Master Conhact will
sutvive with respect to any Work Order issued prior to The expirarion date of the Master Contract.
1.5 Ezhibits. A sample work otder contcact is attached and incocporated into this con¢act as Erlubit A.
2 Scope of Work/Deliverables
2.1 A party may request the other party to perfoxm any of the following services under individual work order contracts.
2.1.1 Professional and Technical Services. A party may provide professional and technical services upon the request of
the other parly. As defined by Minnesota Statutes § 16C.Q8 (subd. 1) professionaVtechnical services "means services
that aze intellectual in chazacter, including consultation, analysis, evaluation, prediction, planning, programming, or
recommendarion; and result in the production of a report or complerion of a task". Professional and technical
services do not include providing supplies or materials except as incidental to performing such services.
Professional and technical services include (by way of example and without limitation) engineering services,
surveying, foundation recommendations and reports, environmental docuxnentation, right-of-way assistance (such as
perfornung appraisals oi providing relocation assistance, but excluding the exercise of the power of eminent
domain), geometdc layouu, final construction plans, graphic presentations, public relations, and facilitating open
houses. A party will normally provide such services with its own persounel; however, a party's
professionaUtechnical services may also include hiring and managing outside consultants to per£orm work.
21.2 Routine Roadwav Maintenance. A party may provide routine roadway maintenance upon the request of the other
party. Routine roadway maintenance services may include, but aze not limited to; lane or edge shiping, pavement
message painting, sign repau, guazdrail repau, cazcass removal, or equipment repair. Routine maintenance does not
include roadway reconstruction. All services must be performed by an employee with sufficient sldlls, training,
expertise or certification to pezforsn such work, at�d work must be supervised by a qualified employee of the pariy
performing the work.
21.3 Construction Administration. A party may administex roadway construction projects upon the request of the other
party. Roadway construction includes (by way of example and without limitarion) the construc6on,
reconstrucrion, or rehabilitation of mainline, shoulder, median, pedestrian or bicycle pathway, lighting and signal
systems, pavement mill and overlays, seal coating, guazdrail installation, and channelization. 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 construcUon con4acts for such work
(including state pzojects to be completed in conjunction with local projects). All contract administration services
must be performed by an employee with sufficient skills, training, expertise or certification to perform such wark.
2.2 When a need is identified, the State and the Local Govemment will discuss the proposed work and the resoutces needed to
perform the work. If a party desires to perform such work, the parties will negotiate the specific and detailed work tasks and
cost. The State will Then prepaze a work order contract. Generally, a work order contract will be limited to one specific
proj ecUengagement, although `bn call° work orders may be prepared for certain types of services, especiaSly for "routine
roadway maintenance" items as identified section 2.1.2. The work order will also identify specific deliverables requued, and
timeframes for completing work. A work order must be fully executed by the parties prior to work being comnnenced. The
Local Government will not be paid foi work performed prior to authorization by the State.
3 Responsibilities of the Providing Party
The party requesting the work will be xeferced to as the "Requesting Party" and the party performing the work will be refened to
as the "Providing Party". Each work order will set forth particular requirements for that projecUengagement.
3.1 Terms Applicable to ALL Work Orders. The terms in this section 3.1 will apply to ALL work orders.
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31.1 Each wock order will identify an Authorized Representative for each party. Each patry's authorized representarive is
responsible for administering the work order, and has the authority to make any decisions regazding the work, and to
give and receive any norices required or pemutted under this Master Contract or the work order.
312 The Providing Party will fumish and assign a publicly employed licensed engineer (Project Engineer), to be in
responsible chazge of the project(s) and to superoise and direct the work to be performed under each work order. For
services not requiring an engineer, the Providing Parry will fumish and assiga another responsible employee to be in
charge of the project. The services of the Providing Parry under a work order may not be otherwise assigned, sublet,
or transferred uuless approved in writing by the Requesting Party's authorized representative. This written consent
will in no way relieve the Providing Pariy from its primary responsibility for the work.
3.13 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 Secrion 161.39. Such seroices may be
covered by other technical service agreements. If the State fumishes the services requested, the Local Govemment
will promptly pay the State to reimburse the state h'ut�k highway fund for the full wst and expense of fumishing such
seroices. The costs and expenses will include the current State labor additives and overhead rates, subject to
adjustment based on actual direct costs that have been verified by audit.
3.1.4 Only the receipt of a fullp executed work order contract authorizes the Providing Party to begin work on a project.
Any and all effort, expenses, or acrions taken by the Providing Party before Uae work order contract is fully executed is
considered unauthorized and undertaken at the risk of non-payment.
3.1.5 In connection with the performance of this contract and 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
permitted to award contracts in connecuon with any work order, ffie Providing Party will require and cause its
con4actors and subcontractors to comply with all Federal and State laws and regulations.
3.2 Additional Terms for Routine Raadway Maintenance. The terms of section 3.1 and this section 32 will apply to all work
orders for routine roadway maintenance.
3.2.1 Unless otherwise provided for by agreement or work order, the Providing Party must obtain all pennits and sanctions
that may be requued for the proper and lawful performance of the work.
32.2 The Providing Party must perforxn maintenance in accordance with MnDOT maintenance manuals, policies and
operations.
3.23 The Providing Party must use State-approved materials, including (by way of example and without limitation), sign
posts, sign sheeting, and de-icing and anti-icing chemicals.
33 Additional Terms for Construction Administration. The tern�s of section 31 and this section 33 will apply to all work
orders for construcvon administrarion.
3.3.1 Contract(s) must be awazded to the lowest responsible bidder or best value proposer in accordance with state law.
33.2 Contractor(s) must be requued to post payment and performance bonds in an amount equal to the conlract amount.
The Providing Party will take all necessary acrion to make claims against such bonds in the event of any default by the
contractor.
333 Contractor(s) must be required to perform work in accordance with the latest edirion of the Minnesota Department of
Transportation Standazd Specificarions for Cons7rucrion.
33.4 For work performed on State right-of-way, contractor(s) must be required to indemnify 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.
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3 3.5 Contractor(s) must pay prevailing wages pursuant to applicable state and federal law,
33.6 Contractor(s) must comply with all applicable Federal, and State laws, ordinances and regulations, including but not
limited to applicable human rights/anti-discriminarion laws and laws concerning the participation of Disadvantaged
Business Entetprises in federally-assisted contracts
33.7 The Providing Party may approve minor changes to the Requesting Party's portion of the project work if such changes
do not increase the Requesting Party's cost obligarion under the applicable work order.
33.8 The Providing Party will not approve any contractor claims for additional compensarion without the Requesting
Party's written approval, and the execution of a proper amendment to the applicable work order when necessary. The
Local Govemment will tender the processing and defense of any such claims to the State upon the State's request.
33.9 The Local Govemment must coordinate all hurilc highway work affecting any utilities with the State's Urilities O�ce.
33.10 The Providing Party must cooidinate all necessary detours with the Requesting Party.
4. Responsibilities of the Requesting Party
4.1 After authorizing the Providing Party to begin work, the Requesting Party will fumish any data or material in iu possession
relating to the project that may be of use to the Providing Parry in perfomung the work.
4.2 All sucb data fumished to the Providing Party will remain the property of the Requesting Party and will be promptly returned
upon the Requesting Pariy's request or upon the expirarion or termination of this contract (subject to data retenfion
requirements of the Minnesota Government Data Pracfices Act and other applicable law).
43 The Providing Pariy will analyze all such data fiunished 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 attenrion of the Requesting Party before
proceeding with the part of the project affected. The Providing Party will investigate the matter, and if it fmds that such data
is incorrect or incomplete, it will promptly determine a method for furnishing corrected data. Delay in furnishing data will
not be considered justificarion for an adjustment in compensation.
4.4 The State will provide to the Local Government copies of any Trunk Highway fund clauses to be included in the bid
solicitation and will provide any requued Trunk Highway fund provisions to be included in the Proposal for Highway
Construction, that aze different from those required for State Aid consiruction.
4.5 The Requesring Party will perform final reviews and/or inspections of its portion of the proj ect work. If the work is found to
have been completed in accordance with the work order contract, the Requesting Party will promptly release any remaining
funds due the Providing Party for the Project(s).
4.6 The work otder contracts may include additional responsibilities to be completed by the Requesting Party.
5 Time
In the performance of project work under a work order conttact, time is of the essence.
6 Consideration and Payment
6.1 Consideration. The Requesting Party will pay the Providing Party as specified in the work order.
6.2 State's Maximum Obligation. The total compensation to be paid by the State to the Local Govemment under all work order
contracts issued pursuant to this Master Conhact will not exceed $1 million.
63 Travel Expenses. It 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 Pxoviding Parry will not be sepazately reimbursed
for travel and subsistence expenses incurred by the Providing Party in performing any work order conkact. In those cases
where the State agrees to reimburse travel e�cpenses, such expenses will be reimbursed in the same manner and in no greater
amount than provided in the cusent "Mn/DOT Travel Regulations" a copy of wluch is on file with and available from the
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Mn/DOT Dishict Office. The Local Govemment will not be reimbursed for travel and subsistence expenses incurred outside
of Minnesota unless it has received the State's prior written approval for such travel.
6.4 Payment.
6.41 GeneralZy. The Requesting Pariy will pay the Providing Pariy as specified in the applica6le work order, and will
make prompt payment in accordance with Minnesota law.
6.42 Payment by the Locat Government. The Local Government wiIl make payment to The order of the Commissioner of
Transportation. II17PORTANT NOTE: PAYMENT MLJST REF'ERENCE THE "MN/DOT CONTRACT
NUMBER" SHOWN ON THE FACE PAGE OF TffiS CONTRACT. Remit payment to the address below:
Mn/DOT
Attri: Cash Accounting
RE: Mn/DOT Contract Number (see note above)
Mail Stop 215
395 John Ireland Blvd
St. Paul, MN 55155
6.43 Payment by the State.
6.4.3.1 Generally. The State will promptly pay the Local Government after the Local Government presents an
itemized invoice for the services actually performed and the State's Authorized Representative accepts the
invoiced services. Invoices must be submitted as specified in tl�e applicable work order, but no more
frequently than monthly.
6.4.3.2 Retainage for Professional and Technical Services. For work orders for professional and technical
services, as iequired by Minn. Stat. § 16C.08, subd. 5(b), no more than 90 percent of the amount due under
any work order conuact may be paid until the final product of the work order conh�act has been reviewed
by the State's authorized representative. The balance due will be paid when the State's authorized
representative determines that the Local Govemment has satisfactorily fulfilled all the terms of the work
order coniract.
7 Conditions of Payment
All work performed by the Providing Pariy under a work order contract must be performed to the Requesting Party's sarisfaction,
as detemuned at the sole and reasonable discretion of the Requesting Party's Authorized Representative and in accordance with
all applicable federal and state ]aws, 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.
8 Local GoverumenPs Authorized Representative and Project Manager; Authority to Execute Work Order Contracts
81 The Local Government's Authorized Representarive for administering this master contract is the Local GovernmenYs
Engineer, and the Engineer has the responsibility to monitor the Local GovernmenYs performance. The Local GovernmenYs
Authorized Representative is also authorized to execute work order contracts on behalf of the Local Government without
approval of each proposed work order cott4act by its governing body.
8.2 The Local GovernmenYs Project Manager will be identified in each work order contract.
9 State's Authorized Representative and Project Mauager
91 The State's Authorized Representative for this master contract is the District State Aid Engineer, who has the responsibility
to monitor the State's performance.
9.2 The State's Project Manager will be identified in each work order contract.
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10 Assignment, Amendments, Waiver, and Contract Complete
101 Assignment Neither pazty may assign or transfer any rights or obligarions under tius Master Contract or any work order
contract without the prior consent of the other and a fully executed Assignment Ageement, executed and approved by the
same parties who executed and approved this Master Contract, or theu successors in office.
10.2 Amendmenu. Any amendment to &us master contract or any work order contract must be in writing and will not be
effective until it has been executed and approved by the same parties who executed and approved the original conh�act, or
their successors in office.
103 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 pazty's right to subsequently enforce it.
10.4 Contract Complete. This master contract and any work order contract contain all negotiarions and agreements between the
State and the Local Goveznment. No other understanding regazding this master contract or any work order conhact issued
hereunder, whether written or oral, may be used to bind either parry.
11 Liability.
Each party will be responsible for its own acts and omissions to the extent provided by law. The Local Govemment's liability is
governed by Minnesota Statutes chaptet 466 and other applicable law. The State's liabiliry is govemed by Minnesota Stazutes
section 3.736 and other applicable law. This clause will not be construed to baz any legal remedies a party may have for the other
party's failure to fixlfill its obligations under this master contract or any work order contract. Neither parry agees to assume any
environmental liability on behalf of the other parry. A Providing Pazty under any wozk order is acting only as a"Contractor" to
ihe Requesting Party, as the tertn "Contractor° is defined in Minnesota Statutes §1ISB.03 (subd. 10), and is entitled to the
protecrions afforded to a"Contractor" by the Minnesota Environmental Response and Liability Act.
12 State Audits
Under Minn. Stat. § 16C.05, subd. 5, the party's books, records, documents, and accounting procedures and practices relevant to
any wark order contract aze subj ect to examina6on by the parties and by the State Auditor or Legislative Auditor, as appropriate,
for a minimum of six years from the end of tlus Master Contract.
13 Government Data Practices and Intellectual Property
13.1 Government Data Practices. The Local Government 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 Master Conhact and any work
order contract, and as it applies to all data cxeated, collected, received, stored, used, maintained, or disseminated by the
Local Govemment under this Master Conlract 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 Government or the State.
13.2. Intellectual Prnperry Rights
1321 Intellectual Property Rights. The Kequesting Party will own all rights, title, and interest in all of the intellectual
property rights, including copyrights, patenYS, trade secrets, trademazks, and service mazks in'the Works and
Documents created and paid for under work order contracts. Works means all inventions, improvements,
discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs,
negatives, designs, drawings, specificarions, materials, tapes, and disks conceived, reduced to practice, created or
originated by the Providing Party, its employees, agents, and subcontractors, either individually or jointly with
offiers in the performance of this master contract or any work order contract. Works includes "Documents."
Documents aze the originals of any databases, computer ptogams, reports, notes, studies, photographs, negarives,
designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic fotms,
prepazed by the Providing Party, its employees, agents, or conhactors, in the performance of a work order contract.
The Documents will be the exclusive properry of the Requesting Party and all such Documents must be immediately
rehuned to the Requesting Pariy by the Providing Pariy upon complerion or cancellation of the work order contract.
To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be
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deemed to be "works made for hire." The Providing Party Government assigns all right, title, 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 perform all other acts necessary to hansfer or record fhe Requesting Pazty's
ownerslrip interest in the Works and Documenu. Notwithstand'mg the foregoing, the Requesting Party grants the
Providing Pariy an irrevocable and royalty-free license to use such intellectual for its own non-commercial ptuposes,
including dissemination to political subdivisions of the state of Minnesota and to hansportation-related agencies
such as the American Association of State Highway and Transportation Officials.
13.2.2 Obiigafions with Respecf to Intellectual Properry.
13.22.1 Notificafron. Whenever any invention, improvement, or discovery (whether or not patentable) is made or
conceived for the first time or actually or conshuctively reduced to pracrice by the Providing Party,
including its employees and subcontractors, in the performance of the work order contract, the Providing
Party wil] iznmediately give the Requesting Party's Authorized Representative written notice thereof, and
must promptly fumish the Authorized Representative with complete informarion and/or disclosure
thereon.
13.2.2.2 Representation. The Providing Pariy must perform all acts, and take all steps necessary to ensure ihat all
intellectual property rights in the Works and Docwnents aze the sole property of the Requesting Party,
and that neither Providing Parry nor its employees, agents or contractors retain any interest in and to the
Works and Documents.
14 Affirmarive Action
The State intends to carry out its responsibility for requiring affirmarive action by its Contractors, pursuant to Minnesota Statutes
§363A36. Pursuant to that Statute, the Local Government is encouraged to prepaze and implement an affirmative action plan for
the employment of minoriry persons, women, and the qualified disabled, and submit such plan to the Commissioner of the
Minnesota Department of Human Rights. In addirion, when the Local Govemment lets a contract for the performance of work
under a woik order issued pursuant to this Master Contract, it must include the following in the bid or proposal solicitauon and
any contracts awazded as a result thereof:
14.1 Covered Contracu and Contractors. If the Contract exceeds $100,000 and the Conh�actor employed more than 40 full-
6me employees on a single working day during 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 Minn. Stat. § 3b3A.36 and Minn. R.
Parts 50003400-5000.3600. A Conffactor covered by Minn. Stat. § 363A36 because it employed more than 40 full-time
employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal
affirmative action requirements.
142 Minn. Stat § 363.073. Minn. Stat. § 363A36 requires the Contractor to have an affixmative acrion plan for the
employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of
Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation
of a certificate of compliance and contract consequences in that event. A con4act awarded without a certificate of
compliance may be voided.
143 Minn. R. Pans 5000.3400-5000.3600.
143.1 Generat. Minn. R Parts 5000.3400-50003600 implement Minn. Stat. § 363A36. These rules include, but aze not
limited to, criteria for contents, approval, and implementation of affirmarive action plans; procedures for issuing
certificates of compliance and criteria for determining a contractor's compliance status; procedures for addtessing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedutes for compliance review; and
contract consequences for non-compliance. The specific criteria for approval ox rejection of an affirmative acrion
plan aze contained in vatious provisions of Minn. R. Parts 50003400-5000.3600 including, but not limited to, parts
50003420-50003500 and 5000.3552-50003559.
143.1.2 Disabled Workers. The Conhactor must comply with the following affirmative action requirements for
disabled workers:
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(1) The Contractor must not discrimivate against any employee or applicant for employment because of
physical or mental disability in regazd to any position for which the employee or applicant for
employment is qualified. The Contractor agees to take affirmative action to amploy, advance in
employment, and otherwise treat qualified disabled persons without discrin�ination based upon their
physical or mental disability in all employment practices such as the following: employment,
upgrading, demotion or transfer, recruitrnent, advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for trainiug, including apprenriceship.
(2) The Con�actor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(3) In the event of the Contractor's noncompliance with the requuements of tYus clause, acrions for
noncompliance may be taken in accordance with Minnesota Statutes Section 363A36, and the rules
and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota
Human Rights Act.
(4) The Conh�actor 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
Humau Rights. Such notices must state the Conh'actor's obligation under the law to take affumative
action to employ and advance in employment qualified disabled employees and applicants for
employment, and the rights of applicants and employees.
(5) The Contractor must notify each labor union or representarive of workers with which it has a collective
bazgaining ageement or other contract understanding, that the Contractor is bound by the terms of
Minnesota Statutes Section 363A36, of the Minnesota Human Rights Act and is committed to take
affimiative action to employ and advance in employment physically and mentally disabled persons.
1432 Consequences. The consequences for the Contractor's failure to implement its affirmative acrion plan or make a
good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by
the Commissioner, refusal by the Commissioner to approve subsequent plans, and teiminauon of all or part of this
con4act by the Commissioner or the State.
1433 Certification. The Contractor hereby certifies that it is in compliance with the requuements of Minn. Stat. §
363.073 and Minn. R. Parts 50003400-5000.3600 and is awaze of the consequences for noncompliance.
15 Workers' Compensation
Each party will be responsible for its own employees for any workers compensation claims. This Master Contract, and any wark
orders issued hereunder, aze not intended to consritute an interchange of govemment employees under Minnesota Siatutes § 15.53.
To the extent that this Master Conuact, or any work order issued hereunder, is deternuned to be subject to Minnesota Statutes
§ I5.53, such statute will control to the extent of any conflict beriveen the Conuact and the statute.
16 Publicity
16.1 Publicity. Any publicity regazding the subject matter of a wark order contract where the State is the Requesting Party must
idenrify the State as the sponsoring agency and must not be released without prior written approval from the State's
Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press
releases, reseazch, reports, signs, and similaz public notices prepazed by or for the Local Government individually or jointly
with others, or any subcontaactors, with respect to the program, publications, or services provided resulting from a work
order contract.
16.2 Data Practices Act. Section 161 is not intended to override the Local GovernmenYs responsibiliries under the Minnesota
Government Data Practices Act.
17 Governing Law, Jurisdiction, and Venue
Minnesota law, without regazd to its choice-of-law provisions, govems this master contract and all work order contracts. Venue
for all legal proceedings out of tlus master contract or any work order contracts, or the bzeach of any such cantracts, must be in
the appropriate state or federal court with competent jurisdicrion in Ramsey County, Minnesota.
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18 Prompt Payment; Payment to Subcontractors
The parties must make prompt payment of their obligations in accordance wiTh applicable law. As required by Minn. Stat. §
16Al245, when the Local Govemment lets a contract for work pursuant to any work order, the Local Government must require
its contractor to pay all subcontractors, less any retainage, within 10 calendar days of the prime contractor's receipt of payment
from the Local Government for undisputed seroices provided by the subcontractor(s) and must pay 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 amount not paid on time to the
subcontractor(s).
19 Minn. Stat. § 181.59. The Local Govemment will comply with the provisions of Minn. Stat. § 181.59 wluch requues: Every
contract for or on behalf of the state of Mtnnesota, or any county, city, town, township, school, school dishict, or any offier distnct
in the state, for materials, supplies, or construcUOn shall conTain provisions by which the Coniractor agrees: (1) That, in the hiring
of common or skilled labor for the performance of any work under any conuact, or any subcontract, no contractor, material
supplier, or vendor, shall, by reason of race, creed, or color, discrnninate against the person or persons who aze citizens of the
United States or resident aliens who aze qualified and available to perform the work to which the employment relates; (2) That no
contractoi, material supplier, or vendot, shall, in any tnanner, discruninate against, oz intimidate, or prevent the employment of
any person or persons identified in clause (1) of this secrion, or on being hired, prevent, or conspue to prevent, the person or
persons from the performance of work under any conhact on account of race, creed, or color, (3) That a violation of this secrion is
a misdemeanor; and (4) That this contract may be canceled or ternunated by the state, counry, city, town, school boazd, or any
other person authorized to grant the conh�acts for employment, and a11 money due, or to become due under the conh�act, may be
forfeited for a second or any subsequent violation of the terms or conditions of this conuact.
20 Termination
20.1 Terminafion by the State for Convenience. The State or commissioner of Adminislration 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 Government.
Upon ternunation, the Local Government and the State will be entitled to payment, deterxnined on a pro rata basis, for
services satisfactorily performed.
20.2Termination by rhe Local Governmentfor Conveniencw The Local Government may cancel this Master Contract and any
woxk order coniracts at any time, with or without cause, upon 30 days written notice to the State. Upon termination, the
Local Government and the State will be enritled to paynnent, deternuned on a pro rata basis, for services satisfactorily
perFonned.
203 Termination for Insu�cient Funding. The State may immediately terminate this Master Contract and any work order
contract if it does not obtain funding from the Minnesota legislature or other funding source; or if funding cannot be
continued at a level sufficient to allow for the payxnent of the services covered here. Termination must be by written or fas
notice to the I,oca1 Govemment. The State is not obligated to pay for any services that aze provided after nolice and
effective date of termination. However, the Local Government will be entitled to payment, detemuned on a pro rata basis,
for services satisfactorily per£ormed to the extent that funds aze 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 funding source,
not to appropriate funds. T'he State must provide the Local Govemment notice of the lack of fitnding within a reasonable
time of the State's receiving that norice.
21 Data Disclasure
Under Minn. Stat. § 270.66, and other applicable law, the Local Govemment consents to disclosure of its federal employer tax
idenfificarion number, and/or Minnesota taY idenrification number, already provided to the State, to federal and state ta�c agencies
and state personnel involved in The payment of state obligations. These idenrification numbers may be used in the enforcement of
federal and state taY laws which could result in action requiring the Local Government to file state tas retums and pay delinquent
state tas liabiliries, if any.
22 Defense of Claims and Lawsuits
If any lawsuit or claim is filed by a tturd party (including but not limited to the Local GovernmenYs contractors and
subcontractors), arising out of hvnk highway work performed pursuant to a valid work order issued under this Master Contract,
the Local Government will, at the discretion of and upon the request of the State, tender the defense of such claims to the State or
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allow the State to participate in the defense of such claims . The Local Govemment will, however, be solely responsible for
defending any lawsuit or claun, or any portion thereof, when the claim or cause of action asserted is based on its own acts or
omissions in performing or supervising the work The Local Govemwent will not purport to represent the State in any litigation,
settlement, or altemative dispute resolution process. The State will not be responsible for any judgment entered against the Local
Govemment, wd will not be bommd by the terms of any settlement entered into by the Local Government except with the written
approval of the Attomey General and the Commissioner of Transportarion and pursuant to applicable law.
23 Additional Provisions
23.1 Foreign Outsourcing. If the Local Govemment lets a contract for professionaUtechnical or other services pursuant to any
work order, the Local Govemment will requue proposing vendors/bidders to disclose where work will be performed, and
will use the extent to which services will be performed in the United States as a factor in determining the "best value" in
awarding any such contract. It is the State's policy that state funds spent on contracts remain in the United States to the
maximum extent posslble.
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EXIIIBCT A— SAMPLE WORK ORDER
Work Order 92726
CMFS ContractNo:
WORK ORDER iJNDER
State Project (SP):
Trunk Highway (T�:
Check appropriate box�
Payable by SSate
OReceivable by State
Project Identification: [Provide a Brief Tdentification of the Pro'ectj
This Work Order Contract is issued under the authoriry of State of Minnesota, Depathnent of Transportation (Mn/DOT) Master
Partnership Contract No. 92726 between the state of Minnesota acting through its Commissioner of Transportation ("State") and the
City of Saint Paul a political subdivision of the State of Minnesota ("Local Govemment ) and is subject to all applicable provisions
and covenants of that Agreement wluch aze incotporated herein by reference.
Work Order Contract
Article 1 Term of Work Order Contract; Incorporation of Exhibits:
1.1 Effective date: This Work Order Contract will be effective on the date that all required signatures aze obtained by State,
pursuant to Minnesota Statutes SecUon 16C.05, subdivision 2. The Providing Agency must not begin
work under this Contract until ALL required signatures have been obtained and the Providing
Agency has been notified in writing to begin such work by the Requesting Agency's Authorized
Representative.
12 Expiration date: This Work Order Contract will expue on [Insert Date), or when all obliga6ons have been satisfactorily
fiilfilled, which ever occurs first.
1.3 Exhibits: Exhibits A through [X] aze attached and incorporated into this Work Order Contract. [Delete this clause if not using
e�iibits — Note that Exhibit A should always be the coirect "Standard Terms" for H�e applicable type of
wock specified in section 2 1 below ]
Article 2 Nature of Work: Repuestin¢ aud Providine Partv:
2.1 The box (es) check below indicate the natute of the wark to be perfotmed. See Section 2.1 of the Master Partnership
Contract for applicable definitions.
❑ Routine Roadway Maintenance
❑ Professional and Technical Services
❑ Construction Administration
2.2 The boxes checked below show which pariy is the "Requesting Party" and which party is the "Providing Party°.
2.2.1 The Requesting Party is ❑ State ❑ Local Government
22.2 The Providing Party is ❑ State ❑ Local Govemment
EXIDBTT A— SAMPLE WORK ORDER
STATE OF MINNESQTA
MASTER PARTNERSFiIP CONT'RACT
(E�ibit A Rev 12110/07) E�ibit A- 1-
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CMFS Contract No.
LOCAL GOVERNMENT
The Local Government certifies that the appropriate
person(s) have executed the contract on bet�alf of the
Local Govemment as required by applicable articles or
bylaws.
CONIMISSIONER OF TRANSPORTATION
: ,� ���..
Title: Public Works Director
�- �.�8
�fi
By: .
Title: Mayor
Date: � �� Q D
Approved As To Form
BY� �'�i ��S/�� �� l�v/L—
Assistant City Attorney
�
Title:
(Dishict Engineer with delegated authonry)
Date
COMMTSSIONER OF ADMINISTRATION
As delegated to Materials Management Divis�on
�
Date:
�
Date:
Mn/DOT Contract Management
As to form & execution
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STATE OF NIINNESOTA
AND
CTTY OF SAINT PAUL
MASTER PARTNERSHIP CONTRACT
Tlus master conh'act is between ihe State of Minnesota, acting through iTs Commissioner of Transportation hereinafrer refeired to as
the "State" and the City of Saint Paul acting through its Ciry Council, hereinafter refened to as the "Local Govemment".
Recitals
1. The parties aze authorized to enter into tlus ageement pursuant to Minnesota Statutes §§ 15.061, 471.59 and 174.02.
2. Minnesota Statutes Section 16120, subdivision 2 authorizes the Commissioner of Transportation to make artangements with and
cooperate with any governmental authority for the purposes of constructing, maintaining and improving the trunk highway
system.
3. Each party to this Contract is a°road authority" as defined by Minnesota Statutes § 160.02 (subd. 25).
4. Minnesota Statutes Section 16139, subdivision 1, authorizes a road authority to perform work for another road authority. Such
work may include providing tectmical and engineering advice, assistance and supervision, surveying, preparing plans for the
construction or reconshucfion of roadways, and perfornvng roadway maintenance.
5. Minnesota Statues § 174.02 (subd. 6) authorizes the Commissioner of Transportation to enter into agreements with other
governmental entities for reseazch and experimentation; for sharing faciliries, equipment, staff, data, or other means of providing
uansportation-related services; or for other cooperative programs that promote efficiencies in providing governmental services, or
that further development of innovation in iransportation for the benefit of the citizens of Minnesota.
6. Each party wishes to occasionally procure services from the other parry, wluch the parties agree will enhance the efficiency of
delivering governmental services at all levels. This Master Parinership Conhact provides a framework for the efficient handling
of such requests. Z7us Master Partnership Coniract contains terxns generally goveming the relationship between the parties
herew. When specific services are requested, the parties will (unless otherwise specified herein) enter into a"Work Order"
contracts.
7. Subsequent to the execution of this Master PaRnership Contract, the parties may (but aze not required to) enter into "Work Order"
contracts. These Work Orders will specify the work to be done, timelines for completion, and wmpensa6on to be paid for the
specific work.
8. T4ie parties aze 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
1 Term of Master Contract
11 Effeckve Date: This contract will be effective on the date last signed by the Local Government, and all State officials as
required under Minn. Stat. § 16C.05, subd. 2.
A party must not accept wark under this Contract until it is Fully executed.
1.2 Expiration Date. This Contract will expire five years after its effective date.
13 Work Order Cnntracts. A work order contract must be negotiated and executed (by both the State and the Local
Govemment) for each particulaz engagement. The work order contract will specify the detailed scope of work and
deliverables for that engagement. A party must not begin work under a work order until such work order is fully executed.
The terms of this Master Partnership Conh�act will apply to all work orders issued hereunder, unless specifically varied in the
work order. 1'he Local Government understands that this Master Contract is not a guarantee of any payments or work order
assigunents, and that payments will only be issued for work actually performed under fixlly-executed work orders.
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1.4 Survival of Terms. The following clauses survive the expirarion or cancellation of ihis master conhact and all work order
contracts: I1. Liability; 12. Shte Audits; 13. Govemment Data Practices and Intellectual Property; 16. Publicity and
Endorsement; 17. Goveming Law, Jurisdiction, and V enue; and 21. Data Disclosure. All terms of this Master Contract will
survive with respect to any Work OLder issued prior to the expiration date of the Master Contract.
1.5 Exhibits. A sample work order contract is attached and inwrporated into this contract as E�ibit A.
2 Scope of WorWDeliverables
2.1 A party may request the other party to perform any of the following services under individual work order contracts.
2.11 Professional and Technical Services. A party may provide professional and technical services upon the request of
ihe other par[y. As defined by Minnesota Statutes §16C.08 (subd. 1) professionaUtechnical services "means services
tbat aze intellectual in chazacter, including wnsultation, analysis, evaluation, prediction, planning, prograniming, or
recommendation; and result in the production of a report or completion of a task". Professional and technical
services do not include providing supplies ot materials except as incidental to perfornung such services.
Professional and technical seroices include (by way of example and without limitarion) engineering services,
surveying, foundation recommendations and reports, envuonmental documentation, right-of-way assistance (such as
perfornung appraisals or providing relocation assistance, but excluding the exercise of the power of eminent
domain), geometric layouts, final consffuction plans, graphic presentations, public relations, and facilitating open
houses. A paiiy will normally provide such services with its own personnel; however, a party's
professionaUtechnical services may also include hiring and managing outside consultants to perform work.
21.2 Routine Roadwav Maintenance. A parry may provide routine roadway maintenance upon the request of the other
party. Routine roadway maintenance services may include, but are not limited to; lane or edge sh-iping, pavement
message painring, sign repair, guardrail repair, cazcass removal, or equipment repair. Routine maintenance does not
include roadway reconshuction. All services must be performed by an employee with sufficient skills, training,
expertise or certificarion to perform such wotk, and work must be supervised by a qualified employee of the party
performing fl�e work.
2.1.3 Construcrion Administration. A party may administer roadway construction piojects upon the request of the other
party. Roadway conshuction includes (by way of example and without limitation) the construction,
reconshuction, or rehabilitation of mainline, shoulder, median, pedestrian or bicycle pathway, lighting and signal
systems, pavement mill and overlays, seal coating, guardrail installarion, and channelization. These services may be
performed by the pmviding party's own forces, or the providing party may administer outside contracts for such
work. Construotion administration may include letting and awazding construcrion contracts for such work
(including state projects to be completed in conjunction with local projects). All contract administration seroices
must be performed by an employee with sufficient skills, training, expertise or certificafion to perform such work.
22 When a need is idenrified, the State and the Local Goveznment will discuss the proposed work and the resources needed to
perform the work. If a parry desues to perForm such work, the parties will negotiate the specific and detailed work tasks and
cost. The State will then prepare a work order contract. Generally, a work order contract will be lunited to one specific
projecUengagement, although "on call" work orders may be prepazed for certain types of seroices, especially for "routine
roadway maintenance" items as identified section 2.1.2. The work order will also identify specific deliverables required, and
rime&ames for completing work. A work order must be fully executed by the parties prior to work being commenced. The
Local Government will not be paid for work performed prior to authorization by the State.
3 Responsibilities of the Pruviding Parly
The party requesting the work will be referred to as the "Requesting Party" and the pariy per£ornvng the work will be referred to
as the "Providing Pariy". Each work order will set forth particulaz requirements for that projecUengagement.
3.1 Terms Applicab[e to ALL Work Orders. The terms in this section 3.1 will apply to ALL work orders.
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3.11 Eacb work order will identify an Authorized Repzesentative for each pacty. Each party's authorized zepresentative is
responsible for adnuuistering the work order, and has the authority to make any decisions regazding the work, and to
gve and receive any notices required or pertnitted under flus Master Conhact or the work order.
3.12 The Providing Party will fumish and assign a publicly employed licensed engineer (Project Engineer), to be in
responsible chazge of the project(s) and to supervise and direct the work to be performed under each work order. For
services not requiring an engineer, the Providing Pariy will fumish and assign another responsible employee to be in
chazge of ffie project. The services of the Providing Parry under a work order may not be otherwise assigned, sublet,
or transfesed unless approved in writing by the Requesting Pazty's authorized representative. This written consent
will in no way relieve the Providing Party from its primary responsibility for the woLk.
3.13 If The Local Govemment 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 16139. Such services may be
covered by other technical service agreementa If the State fumishes the services requested, the Local Govemment
will prompdy pay the State to reimburse the state trunk highway fund for the full cost and expense of furnishing such
services. The costs and expenses will include the current State labor addirives and overhead rates, subject to
adjustment based on actual direct costs that have been verified by audit.
31.4 Only tl�e receipt of a fully executed work order contract authorizes the Providing Party to 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 undertaken at the risk of non-payment.
3.1.5 In connection with the performance of this conh�act and any work orders issued hereunder, the Providing Agency will
comply with all applicable Federa] and State laws and regulations. When the Providing Party is authorized or
permitted to awazd con4acts in connecrion with any work order, the Providing Pazty will require and cause its
contractors and subconhactors to comply with all Federal and State laws and regulations.
3.2 Addi6onal Terms for Rourine Roadway Maintexance. The terms of section 3.1 and this section 3.2 will apply to all work
orders for routine roadway maintenance.
321 Unless othenvise provided for by agreement or work order, the Providing Parry must obtain all permits and sanctions
that may be required for the proper and lawful performauce of the work.
3.2.2 The Providing Party must perform malntenance in accordance with MnDOT maintenance manuals, policies and
operations.
323 The Providing Party must use State-approved materials, including (by way of �ample and without ]imitation), sign
posts, sign sheeting, and de-icing and anti-icing chemicals.
33 AddiHnnal Terms for Construction Administratiox. The terms of section 31 and this section 33 will apply to a11 work
orders for construction adminish'ation.
3.3.1 Confract(s) must be awazded to the lowest responsible bidder or best value proposer in accordance with state law.
3.3.2 Contractor(s) must be required to post payment and performance bonds in an amount equal to the contract amount.
The Providing Parry will take all necessary action to make claims against such bonds in the event of any defauk by the
contractor.
333 Contractor(s) must be required to perform work in accordance with the latest edition of the Minnesota Deparhnent of
Transportation Standazd Specifications for Construction.
3.3.4 For work performed on State right-of-way, contractor(s) must be required to indemnify and hold the State harmless
against any loss incurred with respect to the performance of the conhacted work, and must be required to provide
evidence of insurance coverage commenswate with project risk.
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33.5 Contractor(s) must pay prevailing wages pursuant to applicable state and federal law.
33.6 Contractor(s) must comply with all applicable Federal, and State laws, ordinances and regulations, including but not
litnited to applicable human rights/anti-discriminarion laws and laws conceming the participation of Disadvantaged
Business Enterprisesin federally-assisted contracts
33.7 The Providing Pariy may approve minor changes to the Requesting Par[y's portion of the project work if such changes
do not increase the Requesting Party's cost obligation under the applicable work order.
33.8 The Providing Parry will not approve any contractor claims for additional compensation without the Requesting
Party's written approval, and ihe execution of a proper amendment to the applicable work order when necessary. The
Local Govemment will tender the processing and defense of any such claims to the State upon the State's request.
3.3.9 The Local Govemment must coordinate all trunk lughway work affecting any utiliries with ffie State's Utilities Office.
3.3.10 The Providing Party must coordinate all necessary detouts with the Requesting Parry.
4. Responsibilities of the Requesting Party
4.1 After authorizing the Providing Party to begin work, the Requesting Party will fiunish any data or material in its possession
relating to the project that may be of use to the Providing Party in performing the work.
4.2 All such data furnished to the Providing Party will remain the property of the Requesting Party and will be promptly rehuned
upon the Requesting Party's request or upon the expiration or ternilnation of this conlract (subj ect to data retention
requirements of the Minnesota Govemment Data Practices Act and other applicable law).
4.3 The Providing Party will analyze all such data furnished by the Requesting Party. If the Pmviding Pariy finds any such data
to be incorrect or incomplete, the Pxoviding Parry will bring the facts to the attention of the Requesting Party before
proceeding with ffie part of the project affected. The Providing Pariy will investigate the matter, and if it finds that such data
is incorrect or incomplete, it will prompUy determine a method for furnishing corrected data. Delay in fiunishing data will
not be considered justifica6on for an adjustment in compensation.
4.4 The State will provide to the Local Government copies of any Trunk Highway fund clauses to be included in the bid
solicitation and will provide any required Trunk Highway fund provisions to be included in the Proposal for Highway
Construction, that aze different from those required for State Aid construction.
4.5 The Requesting Pariy 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 Party will promptly release any remaiuing
funds due the Providing Party for the Project(s).
4.6 The work order contracts may include additional responsibilities to be completed by the Requesting Party.
5 Time
In the performance of project work under a work order contract, rime is of the essence.
6 Consideration and Payment
6.1 Consideratinn. The Requesting Party will pay the Providing Parry as specified in the work order.
6.2 State's Maximum Obligakon. The total compensation to be paid by the State to the Local Govemment under all work order
conh�acts issued pursuant to this Master Contract will not exceed $1 million.
63 Travel Expenses. It is anticipated that all travel expenses will be included in fl�e 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 sepazately reimbutsed
for travel and subsistence expenses incurred by the Providing Party in perfornvng any work order contract. In those cases
where the State agees to reimburse travel expenses, such e�cpenses will be reimbursed in the same manner and in no greater
amount than provided in the curtent "Mn/DOT Travel Regulations" a copy of which is on file with and available from the
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MnJDOT District Office. The Local Govemment will not be reimbursed for travel and subsistence expenses incurred outside
of Minnesota unless it has received the State's prior written approval for such havel.
6.4 Payment.
6.41 Generally. The Requesting Party will pay The Providing Party as specified in the applicable work order, and will
make prompt payment in accordance with Minnesota law.
6.42 Payment by the Local Government. The Local Govemment will make payment to the order of the Commissioner of
Transportarion. IMPORTANT N07'E: PAYMENT MUST REFERENCE THE "MN/DOT CONTRACT
NUMBER" SHOWN ON THE FACE PAGE OF TFIIS CONTRACT. Remit payment to the address below:
Mn/DOT
Attn: Cash Accounting
RE: Mn/DOT Contract Number (see note above)
Mail Stop 215
395 John Ireland Blvd
St. Paul, MN 55155
6.4.3 Payment by the State.
6.431 Generally. The State will promptly pay the Local Government after the Local Government presents an
itemized invoice for the services actually performed and the State's Authorized Representative accepts the
invoiced services. Invoices must be submitted as specified in the applicable work order, but no more
frequenfly than monthly.
6.4.3.2 Retainage for Professional and Technical Services. For work orders for professional and technical
services, as required by Minn. Stat. § 16C.08, subd. 5(b), no more than 90 percent of the amount due under
any work order contract may be paid until the fmal product of the work order conlract has been reviewed
by the State's authorized representa6ve. The balance due will be paid when the State's authorized
representative determines that the Local Government has sarisfactorily fulfilled all the terms of the work
order contract.
Conditions of Payment
All work performed by the Providing Party under a wark order contract must be performed to the Requesting Party's satisfaction,
as determined at the sole and reasonable discrefion of the Requesting Party's Authoxized Representarive and in accordance 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.
8 Local GovernmenYs Authorized Representative and ProjeM Manager; Authority to Execute Work Order Contracts
8.1 The Local GovemmenYs Authorized Representative for administering this master contract is the Local GovernmenYs
Engineer, and the Engineer has the responsibility to monitor the Local GovernmenYs performance. 'The Local GovernmenPs
Authorized Representative is also authorized to execute work order contracts on behalf of the Local Government without
approval of each proposed work order contract by its governing body.
8.2 The Local GovernmenYs Project Manager will be identified in each work order contract.
9 State's Authorized Representative and Project Manager
9.1 The State's Authorized Representative for this master contract is the District State Aid Engineer, who has the responsibiliry
to monitor the State's performance.
9.2 The State's Project Manager will be identified in each work order contract.
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10 Assignment, Amendments, Waiver, and Contract Complete
10.1 Assignment Neither party may assign or 4ansfer any rights or obligations under this Master Contract or any work order
contract without the prior consent of the other and a fully executed Assignment Agreement, executed and approved by the
same pazties who executed and approved tlus Master Contract, or their successors in office.
10.2 Amendments. Any amendment to tlus master contract or any work order contract must be in writing and will not be
effecrive unril it has been executed and approved by the same parties who executed and approved the original contract, or
their successors in office.
103 Waiver. If a parry fails to enforce any provision of this mastei conhact or any work order contract, that failure does not
waive the provision or the party's right to subsequenfly enforce it.
10.4 Contract Comple[e. TFris master contract and any work order contract contain a11 negofiations and agreements behveen the
State and the Local Government. No other understanding zegazding this master contract or any work order contract issued
hereunder, whether written or oral, may be used to bind either party.
11 Liability.
Each party will be responsible for its own acts and omissions to the extent provided by law. The Local GovemmenYs liability is
govemed by Minnesota Statutes ctiapter 466 and other applicable law. The State's liability is governed by Minnesota Statutes
section 3.736 and other applicable law. This clause will not be construed to baz any legal remedies a party may have for the other
party's failure to fulfill its obligations under this master conlract or any work order contract. Neither parry agrees to assume any
environmental liability on behalf of the other pariy. A Providing Pariy under any work order is ac6ng only as a"Contractor" to
the Requesting Party, as the term "Contractor° is defined in Minnesota Statutes § 115B.03 (subd. lo), and is enritled to the
protecrions afforded to a"Contractor" by the Minnesota Environmental Response and Liability Act.
12 State Audits
Under Minn. Stat. § 16C.05, subd. 5, the par[y's books, records, documents, and accounting procedures and pracrices relevant to
any work order contract aze subj ect to examination by the parties and by the State Auditor or Legislative Auditor, as appropriate,
for a minimum of six yeazs from the end of this Master Contract.
13 Government Data Practices and Intellectual Property
13.1 Government Aata PracBces. The Local Government 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 Master Contract and any work
order contract, and as it applies to all data created, collected, teceived, stored, used, maintained, or disseminated by the
Local Government under this Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply
to the release of the data refened to in this clause by either the Loca1 Government or the State.
13.2. Intellectual Property Rights
13.2.1 Intellectuat Properry Rights. The Requesting Pazty will own all rights, title, and interest in all of the intellectual
property rights, including copyrights, patents, trade secrets, trademazks, and service marks in the Works and
Documents created and paid for under work order contracts. Works means all inventions, improvements,
discoveries (whether or not patentable), databases, computer prograzns, reports, notes, studies, photogaphs,
negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or
originated by the Providing Pariy, its employees, agents, and subcontractors, either individually or jointly with
others in the performance of this master contract or any work order contract. Works incIudes "Documents."
Documents aze 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,
prepazed by the Providing Party, its employees, agents, or conhactors, in the performance of a work order conlract.
T'he 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 complerion or cancellation of the work order contract.
To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be
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deemed to be "works made for hire." The Providing Party Government assigns all right, ritle, and interest it may
have in the W orks and the Documents to the Requesting Party. The Providing Party must, at the request of the
Requesting Party, execute all papers and perform all other acts necessary to hzusfer or record the Requesting Party's
owneLShip interest in the Wocks and Documenrs. Notwithstanding the foregoing, the Requesting Party grants the
Providing Party an irrevocable and royalty-free license to use such intellectual for its own non-commercial purposes,
including disseminarion to political subdivisions of the state of Minnesota and to transportation-related agencies
such as the American Association of State Highway and Transportation Officials.
132.2 Obligafions with Respect to Intellectual Property.
13.2.2.1 Norification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or
conceived foc the first time oL actually or construcrively reduced to practice by the Providing Party,
including its employees and subcontractors, in the performance of the work order connact, the Providing
Party will immediately give the Requesting Party's Authorized Representarive written notice thereof, and
must promptly furnish the Authorized Representarive with complete information and/or disclosure
thereon.
13.2.2.2 Representation. The Providing Party must perform all acts, and take all steps necessary to ensure that all
intellectual property rights in the Works and Documents aze the sole proper[y of the Requesting Party,
and that neither Providing Party nor its employees, agents or contractors retain any interest in and to the
Works and Documents.
14 Affirmative Action
The State intends to carry out its responsibility for requiring affirmauve acuon by its Contractors, pursuant to Minnesota Statutes
§363A.36. Pursuant to that Statute, the Local Government is encouraged to prepaze and implement an affirmative action plan for
the employment of minority persons, women, and the qualified disabled, and submit such plan to the Commissioner of the
Minnesota Department of Human Rights. In addition, when the Local Government lets a contract for the performance of work
under a work order issued pursuant to this Master Contract, it must include the following in the bid or proposal solicitarion and
any contracts awarded as a result thereof:
14.1 Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-
time employees on a single working day during 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 Minn. Stat. § 363A36 and Minn. R.
Parts 50003400-50003600. A Con4actor covered by Minn. Stat. § 363A36 because it employed more than 40 full-ume
employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal
affirmative acfion requirements.
14.2 Minn. Stat § 363.073. Minn. Stat. § 363A.36 requires the Contractor to have an affirmative ac6on plan for the
employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of
Human Rights ("Comxnissioner") as indicated by a certificate of compliance. The law addresses suspension or revocation
of a certificate of compliance and contract consequences in that event. A conh�act awazded without a certificate of
compliance may be voided.
14.3 Minn. R Parts 50003400-5000.3600.
143.1 General. Minn. R Parts 50003400-50003600 implement Minn. Stat. § 363A.36. These rules include, but are not
limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing
certificates of compliance and criteria for determining a contractor's compliance status; procedures for addressing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and
contract consequences for non-compliance. The specific criteria for approval or rejection of an affumarive action
plan are contained in various provisions of Miztn. R. Parts 5000.3400-5000.3600 including, but not limited to, parts
5000.3420-5000.3500 and 5000.3552-50003559.
143.12 Disabled Workers. The Contractor must comply with the following affirmative action requirements for
disabled workers:
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(1) The Contractor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regazd to any position for which the employee or applicant for
employment is qualified. The Contractor agrees to take affirmarive acrion to employ, advance in
employment, and otherwise treat qualified disabled persons without discrimination based upon their
physical or mental disability in all employment practices such as the following: employment,
upgrading, demotion or transfer, recruitment, advertising, layoff or temvnarion, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(3) In the event of tl�e Contractor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance with Minnesota Statutes 5ection 363A36, and the mles
and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota
Human Rights Act.
(4) The Contractor agrees to post in conspicuous places, available to employees and applicants for
employment, norices in a form to be prescribed by the commissioner of the Mirmesota Department of
Human Rights. Such notices must state ffie Contractor's obligation under the law to take affirma6ve
acuon to employ and advance in employment qualified disabled employees and applicants for
employment, and the rights of applicants and employees.
(5) The Contractor must norify each labor union or representative of workers with which it has a collecrive
bargaining agreement or other contract understanding, that the Contractor is bound by the terms of
Minnesota Statutes Section 363A36, of the Minnesota Human Rights Act and is committed to take
af£uxnative action to employ and advance in employsnent physically and mentally disabled persons.
143.2 Consequences. The consequences for the Contractor's failure to implement its affirmative action plan or make a
good faith effort to do so include, but are not limited to, suspension or revocarion of a certificate 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.
1433 Certification. The Contractor hereby certifies Yhat it is in compliance with the requirements of Minn. Stat. §
363.073 and Minn. R. Parts 5000.3400-50003600 and is awaze of the consequences for noncompliance.
15 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 subject to Minnesota Statutes
§ 15.53, such statute will control to the extent of any conflict between the Contract and the statute.
16 Publicity
16.1 Publicity. Any publicity regarding the subject matter of a work order contract where the State is the Requesting Party must
idenrify the State as the sponsoring agency and must not be released without prior written approval from the State's
Authorized RepresentaUve. For purposes of this provision, publicity includes norices, informational pamphlets, press
releases, reseazch, reports, signs, and similaz public notices prepazed 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 a work
order contract.
16.2 Data Practices Act. Section 161 is not intended to ovemde the Local GovemmenYs responsibilities under the Minnesota
Government Data Practices Act.
17 Governing Law, Jurisdicriou, and Venue
Minnesota law, without regard to its choice-of-law provisions, govems this master contract and all work order conhacts. Venue
for all legal proceedings out of this master conhact or any work order contracts, ar the breach of any such contracts, must be in
the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.
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18 Prompt Payment; Payment to Subcontractors
The parties must make prompt payment of their obligations in accordance with applicable law. As required by Minn. Stat. §
16Al245, when the I,ocal Government lets a con�act for work pursuam to any work order, the Local Government must require
its contractor to pay all subcontractors, less any retainage, within 10 calendar days of the prime conhzctor's receipt of payment
from the Local Govemment for undisputed services provided by the subcontractor(s) and must pay interest at ihe rate of one and
one-half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the
subcontractor(s).
19 Minn, Stat. § 181.59. The Local Govemment will comply with the provisions of Minn_ Stat. § 181.59 wluch requires: Every
contract for or on behalf of the state of Minuesota, or any county, city, town, township, school, school disirict, or any other dishict
in the state, for materials, supplies, or construction shall contain provisions by which the Contractor agcees: (1) That, in the hiring
of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material
supplier, or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who aze citizens of the
United States or resident aliens who are qualified and available to perform the work to which the employznent relates; (2) That no
contractor, material supplier, or vendor, shall, in any manner, discriminate against, or in6midate, or prevent the employment of
any peison or persons identified in clause (1) of this section, or on being hired, prevent, or consp'ue to prevem, the person or
persons from the performance of work under any contract on account of race, creed, or color; (3) That a violation of this section is
a misdemeanor, and (4) That this conhzct may be canceled or tenninated by the state, county, city, town, school board, or any
other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be
forfeited for a second or any subsequent violation of the terms or condi6ons of this conhact.
20 Terminafion
20.1 Termination by the Siate for Convenience. The State or commissioner 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 Government.
Upon tennination, the Local Government and the State will be entifled to payment, detern7ined on a pro rata basis, for
services satisfactorily performed.
202Termination by the Local Governmentfor Convenience. The Local Government may cancel this Master Contract and any
work order contracts at any time, with or without cause, upon 30 days written notice to the State. Upon ternvnarion, the
Local Government and the State will be enufled to payment, detemvned on a pro rata basis, for services satisfactorily
performed.
203 Terminatinn for Insufficient Funding. The State may immediately terminate this Master Contract and any work order
contract if it does not obtain funding from the Minnesota legislature or other funding source; or if funding cannot be
continued at a level su�cient to allow for the payment of the services wvered here. Termination must be hy written or fas
notice to the Local Government. The 5tate is not obligated to pay for any services that aze provided after notice and
effective date of tersninarion. Aowever, the Local Government will be entitled to payment, determined 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 terxninated because of the decision of the Mimiesota legislature or other funding source,
not to appropriate funds. The State must provide the Local Government notice of the lack of funding within a reasonable
time of the State's receiving that notice.
21 Data Disclosure
Under Minn. SSat. § 270.66, and other applicable law, the Local Government consents to disclosure of its federal employer ta�c
identification number, and/or Minnesota tax idenGfication number, already provided to ihe State, to federal and state ta� agencies
and state personnel involved in the payment of state obligations. These iden5ficarion numbers may be used in the enforcement of
federal and state tax laws which could result in action requuing the Loca1 Govemment to file state tax retums and pay delinquent
state tas liabiliries, if any.
22 Defense of Claims and Lawsuits
If any lawsuit or claim is filed by a third party (including but not limited to the Local GovemmenY s contractors and
subcontractors), arising out of trunk highway work performed pursuant to a valid work order issued under this Master Contract,
the Local Government will, at the discretion of and upon the request of the State, tender the defense of such claims to the State or
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allow the State to participate in the defense of such claims . The Local Government will, however, be solely responsible for
defending any lawsuit or claim, or any portion thereof, when the claim or cause of action asserted is based on its own acts oz
omissions in perfonning or supervising the work. The Local Govemment will not piuport 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
Govemment, and will not be bound by the terms of any settlement entered into by the I.ocal Govemment except with the v✓rit[en
approval of the Attomey General and the Commissioner of Traasportation and pursuant to applicable law.
23 Additional Provisions
23.1 Foreign Outsourcing. If the Local Govemment lets a contract for professionaUtechnical or other services pursuant to any
work order, the Local Government will requue proposing vendors/bidders to disclose where work will be performed, and
will use the extent to which services will be performed in the United States as a factor in deternuning the "best value" in
awazding any sucb conlract. It is the State's policy that state funds spent on contracis remain in the United States to the
maYimum extent possible.
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LOCAL GOVERI�MENT
The I.ocal Govemment certifies that the appropriate
person(s) have executed the conhact on behalf of the
Local Govemment as required by applicable articles or
bylaws.
C �1��t - ����1ti�' /. �
OF TRANSPORTATION
B}':
(District Engineer with delegated authority)
Title:
Title: Public Works Director
�- � �8
1
By:
Title: Mayor
Date: � I �' �
Approved As To Form
By: Z7l/�S� `f/'J, ���--��,�—
Assistant City Attomey
Date
COMMISSIONER OF ADMINISTRATION
As delegated to Materials Management Division
I�
Date:
Mn/DOT Contract Management
As to form & execution
�
Date:
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STATE OF NIINNESOTA
AND
CTTY OF SAINT PAUL
MASTER PARTNERSHIP CON7`RACT
Tlus master contract is beriveen the State of Minnesota, acting through iTs Commissioner of Transportation hereinafter referred to as
the "State" and the City of Saint Paul acting throu� its City Council, hereinafter referred to as the "Local Govemment".
Recitals
1. The parties aze authorized to enter into tlus 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 artangements with and
cooperate with any governmental authority for the purposes of constructing, maintaining and improving the hvnk highway
system.
3. Each party to this Contract is a"road authority" as defined by Minnesota Statutes § 160.02 (subd. 25).
4. Minnesota Statutes Section 16139, 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 reconshvction of roadways, and perfornvng roadway maintenance.
5. Minnesota Statues § 174.02 (subd. 6) authorizes the Commissioner of Transportation to enter into agreements with other
governmental enrifies for reseazch and experimentation; for sharing facilities, equipment, staff, data, or other means of providing
transportation-related services; or for other cooperative programs that promote efficiencies in providing governmental services, or
that fiurther development of innovation in transportation for the benefit of the citizens of Mimiesota.
6. Each party wishes to occasionally procure services from the other party, which the parties agree will enhance the efficiency of
delivering govemmental services at all levels. This Master Pazmership Contract provides a framework for the efficient handling
of such requests. This Master Partnersbip Contract contains terms generally governing the relationslup between the parties
hereto. When specific services are requested, the parties will (unless otherwise specified herein) enter into a"Work Order"
contracts.
7. Subsequent to the execurion of this Master Partnership Contract, the parties may (but aze not required to) enter into "Work Order°
contracts. These Work Orders will specify the work to be done, timelines for completion, and compensation to be paid for the
specific work.
8. The parties aze entering into this Master Partnership Contract to establish terms that will govem all of the Work Orders
subsequently issued under the authority of this Contract.
Master Contract
1 Term of Master Contract
11 Effective Date: This contract will be effecrive on the date last signed by the Local Government, and all State officials as
zequired under Minn. Stat. § 16C.05, subd. 2.
A party must not accept work under this Contract until it is fully executed.
1.2 Expiration Aate. This Contract will expire five yeazs affer its effective date.
1.3 Work Order Contracts. A work order conhact must be negotiated and executed (by both the State and ffie Local
Govemment) for each particulaz engagement. The work order contract will specify the detailed scope of work and
deliverables for that engagement. A party must not begin work under a work order until such work order is fully executed.
The tertns of this Master Parinership Contract will apply to alI work orders issued hereunder, unless specifically varied in the
work order. The Local Government understands that trus Master Contract is not a guazantee of any payments or work order
assignxnents, and that payments will only be issued for wozk actually perfozmed under fully-executed work orders.
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1.4 SurvivaZ ofTerms. The Following clauses survive the expirarion or cancellarion of this master contract and all work order
conlracts: I l. Liability; 12. State Audits; 13. Government Data Practices and Intellectuai Property; 16. Publiciry and
Endorsement; 17. Governing Law,lurisdiction, and Venue; and 21. Data Disclosure. All terms of ttus Master Contract will
survive with respect to any Work Order issued prior to the e�cpirarion date of the Master Contract.
1.5 Fxhibits. A sample work order contract is attached and incorporated into this conh�act as E�ibit A.
2 Scope of Work/Deliverables
2.1 A pariy may request the other pariy to perform any of the following services under individual work order contracts.
21.1 Professional and Technical Services. A party may provide professional and technical services upon the request of
the otherparry. As definedby Minnesota Statutes §16C.08 (subd. 1) professionaUtechnical services "means services
that aze intellectual in chazacter, including consultation, analysis, evaluation, prediction, planning, programming, or
recommendation; and result in the production of a report or completion of a task". Professional and technical
services do not include providing supplies or materials except as incidental to performing such services.
Professional and technical seroices include (by way of example and without limitarion) engineering services,
surveying, foundation recommendations and reports, environmental documentarion, right-of-way assistance (such as
performing appraisals or providing relocation assistance, but excluding the exercise of the power of eminent
domain), geomehic layouts, fmal 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
professionaUtechnical services may also lnclude hiring and managing outside consultants to perform work.
2.1.2 Routine Roadwav Maintenance. A party may pzovide routine roadway maintenance upon the request of the other
party. Routine roadway maintenance services may include, but are not ]imited to; lane or edge shiping, pavement
message painting, sign repair, guardrail repair, cazcass removal, or equipment repau. Routine maintenance does not
include roadway reconstrucrion. A11 seroices must be performed by an employee with sufficient skills, training,
expertise or certification to perform such work, and work must be superoised by a qualified employee of the party
performuig the work.
21.3 Construction Administration. A party may administer roadway construc6on projects upon the request of the other
pariy. Roadway construction includes (by way of example and without limitafion) the construction,
reconstrucrion, or rehabilita6on of mainline, shoulder, median, pedestrian or bicycle pathway, lighting and signal
systems, pavement mill and overlays, seal coating, guazdrail installa6on, and channelizalion. These services may be
performed by the providing party's own forces, or the providing pazty may administez outside contracts for such
work. Construction administration may include letting and awazding construction contracts for such work
(including state projects to be completed in conjuncrion with local projects). All contract administration services
must 6e gerformed by an employee with sufficient sidlls, training, expertise or certification to perform such work.
2.2 When a need is identified, the State and the Loca1 Government will discuss the proposed work and the resources needed to
perform ffie work. If a parry desues to perform such work, the parties will negotiate the specific and detailed work tasks and
cost. The State will then prepaze a work order contract. Generally, a work order contract will be limited to one specific
projecUengagement, although "on call" work orders may be prepazed for certain types of semces, especially for "routine
roadway maintenance° items as idenrified section 2.1.2. The work order will also identify specific deliverables Tequized, and
timeframes for completing work. A work order must be fully executed by the parties prior to work being commenced. The
Local Government will not be paid for work pezformed prior to authorization by the State.
3 Responsibilities of the Providing Party
The pariy requesting the work will be referred to as ffie "Requesting Parry" and the party perfonning the work will be referred to
as the "Providing Pariy". Each work order will set forth parLiculu requirements for that projecUengagement.
3.1 Terms Applicabl¢ to f1LL Work Orders. 1'he terms in tlris section 3.1 will apply to AI,L work orders.
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3.1.1 Each work order will identify an Authorized Representarive for each party. Each party's authorized representarive is
responsible for administering the work order, and has the autt�ority to make any decisions regazding the work, and to
give and receive any notices required or permitted under tlus Master Contract or the work order.
3.1.2 The Providing Party will fiimish and assign a publicly employed licensed engineer (Project Engineer), to be in
responsible chazge of the project(s) and to supervise and direct the work to be performed under each work order. For
services not reqniring an engineer, ffie Providing Party will fumish and assign another responsible employee to be in
charge of the project The services of the Providing Party under a woik ordec may not be othercvise assigned, sublet,
or transferred unless approved in writing by the Requesting Parry's authorized representative. This written consent
will in no way relieve the Providing Pazty from its primary responsibility for the work.
3.13 If the Local Government is the Providing Party, the Project Engineer may request in writing specific engineering
andlor technical services from the State, putsuant to Minnesota Statutes Section 16139. Such services may be
covered by other technical service agreements. If the State fiunishes the services requested, the Local Government
will promptly pay the State to reimburse the state trunk highway fund for the full cost and expense of fumishing such
services. The costs and expenses wiR include the current State labor additives and overhead rates, subject to
adjustment based on actual direct costs that have been verified by audit.
3.1.4 Only the receipt of a fully executed work order contract authorizes the Providing Party to begin work on a project.
Any and a11 effort, expenses, or actions taken by the Providing Party before the work order con4act is fully executed is
consideied unauthorized and undertaken at the risk of non-payment.
3.1.5 In connection with the performance of this contract and 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
permitted to awazd contracts in connection with any work order, the Providing Part}+ will require and cause its
contractors and subcontractors to comply with all Federal and State ]aws and regulations.
3.2 Additional Terms for Routine Roadway Maintenance. The terms of section 3.1 and this section 32 will apply to all work
orders for xoutine roadway maintenance.
32.1 Unless offierwise provided for by agreement or work order, the Providing Party must obtain all pernuts and sanctions
that may be required for the proper and lawful performance of the work.
32.2 The Providing Party must perform maintenance in accordance with MnDOT maintenance manuals, policies and
operations.
3.2.3 The Providing Pariy must use State-approved materials, including (by way of example and without limitalion), sign
posts, sign sheeting, and de-icing and anti-icing chemicals.
33 AddiNonal Terms for Construction Administration. The terms of section 31 and this secrion 33 will apply to all woxk
orders for construction administrafion.
3.31 Contract(s) must be awazded to the lowest responsible bidder or best value proposer in accordance with state law.
3.3.2 Contractor(s) 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 claims against such bonds in the event of any default by the
contractor.
3.3.3 Contractor(s) must be required to perform work in accordance with the latest edition of the Minnesota Department of
Transportation Standard Specificarions for Construction.
33.4 For work performed on State right-of-way, contractor(s) must be requued to indemnify and hold the State harmless
against any loss incurred with respect to the performance of the contracted work, and must be tequired to provide
evidence of insurance coverage commensurate with project risk.
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3.3.5 Contractor(s) must pay prevailing wages pursuant to applicable state and federal law.
3.3.6 Contractoc(s) must comply with all agplicable Federat, and State laws, ordinauces 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
33.7 The Providing Party may approve minor changes to the Requesring Parry's portion of the project work if such changes
do not inciease the Requesting Party's cost obligarion under ihe applicable work ordei.
33.8 The Providing Pariy will not approve any contractor claims for additional compensation without the Requesting
Party's written approval, and the execurion of a proper amendment to the applicable work order when necessary. The
Loca1 Government will tender [he processing and defense of any such claims to the State upon the State's request.
33.9 The Local Government must coordinate all hvnk highway work affecting any utiliries with the State's Urilities Office.
3.3.10 The Providing Parry must coordinate all necessary detours with the Requesting Parry.
4. Responsibilities of the Requesting Party
4.1 After authoTizing the Providing Party to begin work, the Requesting Party will fumish any data or material in its possession
relating to the project that may be of use to the Pxoviding Party in performing the work.
4,2 All such data fvrnished tn the Providing Parry will remain the property of the Requesring Party and will be pmmptly returned
upon the Requesting Parry's request or upon the expirafion or temunation of this conuact (subject to data retenflon
requirements of the Minnesota Government Data Pracfices Act and other applicable law).
43 The Providing Party will analyze all such data fitrnished by the Requesting Party. If the Providing Party finds any such data
to be incorrect or inwmplete, the Providing Party will bring the facts to the attention of the Requesting Party before
proceeding with the part of the project affected. The Providing Party will invesfigate the matter, and if it finds that such data
is incoaect or incomplete, it will promptly deternune a method for furnishing corrected data. Delay in fumishing data will
not be considered justificaGon for an adjustment in compensation.
4.4 The State will provide to the Local Govemment copies of any Trunk Highway fund clauses to be included in the bid
solicitation and will provide any required Ttuuk Highway fund provisions to be included in the Proposal for Highway
Construction, that aze different from those required for State Aid construction.
4.5 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 Party will promptly release any remaining
funds due the Providing Party for the Project(s}.
4.6 The work order contracts may include additional responsibilities to be completed by the Requesring Party.
5 Time
In the performance of project work under a work order conffact, rime is of the essence.
6 Consideration and Payment
61 Consideration. The Requesting Party will pay the Providing Party as specified in the work order.
6.2 State's Mazimum Obligation. The total compensation to be paid by the State to the Local Government under all work order
contracts issued pwsuant to this Master Contract will not exceed $1 million.
6.3 Travel E.apenses. It 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 perfornung any work order contract. In those cases
where the State agrees to reimburse travel e�cpenses, sucb expenses will be reimbursed in the same manner and in no greater
amount than provided in the current "Mn/DOT Travel Regulations° a copy of which is on file with and available from the
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Mn/DOT Dish Office. The Local Govemment will not be reimbursed for travel and subsistence expenses incurred outside
of Minnesota unless it has received fhe State's prior written approval for such iravel.
6.4 Payment.
6.4.1 Generally. The Requesring Par[y will pay the Providing Party as specified in the applicable work order, and will
make prompt payment in accordance with Minnesota law.
6.42 Payment by the Local Government. The Local Govemment will make payment to the order of the Commissioner of
Transportation. IiVVIPORTANT NOTE: PAYMENT MiJST REFERENCE THE "MNlDOT CONTRACT
NIJMBER" SHOWN ON THE FACE PAGE OF T`HIS CONTRACT. Remit payment to the address below:
Mn/DOT
Attn: Cash Accounting
RE: MnJDOT ContractNumber (see note above)
Mail Stop 215
395 John Ireland Blvd
St. Paul, MN 55155
6.43 Payment by the State.
6:43.1 Generally. The State wlll prompdy pay the Local Govemment after the Local Government presents an
itemized invoice fox the services actually performed and the State's Authorized Representative accepts the
invoiced services. Invoices must be submitted as specified in the applicable work order, but no more
frequently than monthly.
6.4.3.2 Retainage for Professional and Technical Services. For work orders for professional and technical
services, as required by Minn. Stat. § 16C.08, subd. 5(b), no more than 90 percent of the amount due under
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 State's authorized
representa6ve determines that the Local Government has satisfactorily fulfilled all the terms of the work
order contract. .
7 Conditions of Payment
All work performed by the Providing Party under a work order contract must be performed to the Requesting Party's satisfaction,
as determined at the sole and reasonable discretion of the Requesting Parry's Authorized Representative and in accordance with
all applicable federal and state laws, rules, and regularions. 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.
S Local Government's Authorized Representative and Project Manager; Authority to Execute Work Order Contracts
8.1 The Local GovernmenYs Aixthorized RepresenTative for administering this master contract is the Local Govemment's
Engineer, and the Engineer has the responsibility to monitor the Local GovernmenYs performance. The Local GovemmenYs
Authorized Representative is also authorized to execute work order contracts on behalf of the Local Government without
approval of each proposed work order conffact by its goveming body.
8.2 The Local GovernmenYs Project Manager will be iden6fied in each work order contract.
9 State's Authorized Representative and Project Manager
9.1 The State's Authorized Representarive for this master contract is the District State Aid Engmeer, who has the responsibility
to monitor the State's performance.
92 The State's Project Manager will be identified in each work order contract.
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10 Assignment, Amendments, Waiver, and Contract Complete
10.1 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 Assignment Agreement, executed and approved by the
same parties who executed and approved this Master Conuact, or their successors in office.
102 Amendmenu. Any amendment to this master contract or any work order contract must be in writing and will not be
effecrive unril it has been executed and approved by the same parties who executed and approved the original contract, or
their successors in office.
103 A'aiver. 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 pariy's right to subsequendy enforce it.
10.4 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 parry.
11 Liability.
Each party will be responsible for its own acts and omissions to the extent provided by law. The Local GovemmenYs liability is
governed by Minnesota Statutes chapter 466 and other applicable law. T7ae State's liability is governed by Minnesota Statutes
secGon 3.736 and other applicable law. This clause will not be construed to baz any legal remedies a party may have for the other
party's failure to fulfill its obligations under this master contract or any work order contract. Neither party agrees to assume any
environmental liability on behalf of the other party. A Providing Party under any work order is acting only as a"Contractor" to
the Requesting Party, as the term "Contractor" is defined in Minnesota Statutes § 115B.03 (subd. 10), and is entitled to the
protections afforded to a"Contractor" by the Minnesota Environmental Response and Lia6ility Act.
12 State Audits
Under Minn. Stat. § 16CA5, subd. 5, the party's books, records, documents, and accounting procedures and practices relevant to
any work order contract aze subject to examination by the parties and by the State Auditor or Legislative Auditor, as appropriate,
for a minimum of six yeazs from the end of this Master Contract
13 Government Data Practices and Intellectual Property
13.1 Govern»:ent Data Practires. The Local Government and State must comply with the Minnesota Government 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 disseminated by the
Local Government under this Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply
to the release of the data ieferred to in tlus clause by either the Local Government or the State.
13.2. Intellectual Property Rights
132. t Intellectual Property Rights. The Requesting Party will own all rights, title, and interest in all of the intellectua]
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 means all inventions, improvements,
discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photogzaphs,
negatives, designs, drawings, specifica6ons, materials, tapes, and disks conceived, reduced to practice, created or
originated by the Providing Party, its employees, agenu, and subcontractors, either individually or j oindy with
others in the performance of ttus master contract or any work order contract. Works includes "Documents."
Documents aze the originals of any databases, computer progtams, reports, notes, studies, photographs, negatives,
designs, drawings, specifacations, materials, tapes, disks, or other materials, whether in tangible ox electronic forms,
prepared by the Providing Party, its employees, agents, or contractors, in the perfonnance of a work order coniract.
The Documents will be the exclusive properry of the Requesring Parry and all such Documents must be immediately
retumed to the Requesting Parry by the Providing Party upon completion ot cancellation of the work order contract.
To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be
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deemed to be "works made for hire. The Providing Party Government assigns all right, title, 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 perform all other acts necessary to transfer or record the Reqnesting Party's
owners}up interest in the Works and Documents. Notwithstanding the foregoing, the Requesting Pazty erants the
Providing Party an irrevocable and royalty-free license to use such intellectual for its own non-commercial purposes,
including dissemination to poHtical subdivisions of the state of Minnesota and to transportation-related agencies
such as the American Association of State Highway and Transportation Officials.
13.2.2 Obligations with Respect to InteZlectual Property.
13.2.2.1 Not�cation. Whenever any invention, improvement, or discovery (whether or not patentable) is made or
conceived for the first time or actually or constructively reduced to pracrice by the Providing Party,
including its employees and subconhactors, in the performance of the work order wntract, the Providing
Party will immediately give the Requesfing Pazty's Authorized Representative written nofice thereof, and
must promptly fumish the Authorized Representative with complete informarion and/or disclosure
thereon.
13.2.2.2 Representation. The Providing Party must perform all acts, and take all steps necessary to ensure that all
intellectual property rights in the Works and Documents aze the sole property of ffie Requesting Party,
and that neither Providing Party nor its employees, agents or contractors retain any interest in and to the
Works and Documents.
14 AffrmativeAction
The State intends to cazry out its responsibility for requiring affirmarive action by its Contractors, pursuant to Minnesota Statutes
§363A.36. Pursuant to that Statute, the Local Csovernment is encoucaged to prepaze and implement an affirmative action plan for
the employment of minority persons, women, and the qualified disabled, and submit such plan to the Commissioner of the
Minnesota Departmeni of Human Rights. In addition, when the Local Government lezs a contract for the performance of work
under a work order issued pursuant to this Master Conhact, it must include the following in the bid or proposal solicitafion and
any conffacts awazded as a resuk thereo£
14.1 Covered Contracts and Contractors. Tf the Con4act exceeds $100,000 and the Contractor employed more than 40 full-
time employees on a single working day during 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 Minn. Stat. § 363A36 and Minn. R.
Parts 50003400-5000.3600. A Contractor covered by Minn. Stat. § 363A36 because it employed more than 40 full-time
employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal
affirntative action requirements.
14.2 Minn. Stat � 363.073. Minn. Stat. § 363A36 requires the Contractor to have an affumative action plan for the
employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of
Human Rights ("Commissioner") as indicated by a certificate of compliance. The law addresses suspension or revocarion
of a certificate of compliance and contract consequences in that event. A conhzct awazded without a certificate of
compliance may be voided.
143 Minn. R. Parts 50003400-5000.3600.
143.1 General. Minn. R Parts 50003400-5000.3600 implement Minn. Stat. § 363A36. These mles include, but are not
limited to, criteria for contents, approval, and implementation of affimiarive action plans; procedures for issuing
certificates of compliance and criteria for determining a contractor's compliance status; procedures for addressing
deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and
confract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action
plan aze contained in various provisions of Minn. R. Parts 5000.3400-5000.3600 including, but not limited to, parts
50003420-50003500 and 5000.3552-50003559.
143.1.2 Disabled Workers. The Coniractor must comply with the following �rmative action requirements for
disabled workers:
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(1} The Contractor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regazd to any posirion for which the employee or applicant for
employment is qualified. The Conhactor agrees to take affirmative action to employ, advance in
employment, and otLerwise treat qualified disabled persons without discrimination based upon their
physical or mental disability in all employment pracrices such as the following: employment,
upgrading, demotion or iransfer, recruitment, advertising layoff or tentiination, rates of pay or other
fonns of compensarion, and selecrion for training, including apprenticeslup.
(2) The Con�actor agrees to comply with the ruies and relevant orders of the Minnesota Deparnnent of
Human Rights issued pursuant to the Minnesota Human Rights Act.
(3) In the event of tUe Contractor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in acwrdance with Minnesota Statutes Section 363A36, and the mles
and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota
Hnman Rights Act.
(4) The Conh�actor agrees to post in conspicuous places, available to employees and applicants for
employment, notices in a form to be prescribed by the commissioner o£the Minnesota Department of
Human Rights. Such norices must state the Conh�actor's obligation under the law to take affirmative
action to employ and advance in employment qualified disabled employees and appiicants for
employment, and the rights of applicants and employees.
(5) The Contractor must notify each labor union or representative of workess with wluch it has a collective
bazgaining agreement or other contract understanding, that the Contractor is bound by the terms of
Minnesota Statutes Secrion 363A36, of the Minnesota Human Rights Act and is committed to take
affirmarive action to employ and advance in employment physically and mentally disabled persons.
143.2 Consequences. The consequences for the Contractor's failure to implement its affirmative action plan or make a
good faith effort to do so include, but aze not limited to, suspension or revocation of a certificate 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.
1433 Certifcation. The Contractor hereby certifies that it is in compliance wiYh the requuements of Minn. Stat. §
363.073 and Minn. R. Parts 5000.3400-50003600 and is aware of the consequences for nonwmpliance.
15 Workers' Compensarion
Each party will be zesponsible for its own employees for any workers compensation claims. This Master Con4act, and any work
orders issued hereunder, are not intended to constitute an interchange of govermnent employees under Minnesota Statutes § 15.53.
To the extent that tlus Master Contract, or any work order issued hereunder, is detemuned to be subj ect to Minnesota Statutes
§15.53, such statute will conhol to the extent of any conflict between the Contract and the statute.
16 Publicity
16.1 Publicity. Any publicity zegarding the subject matter of a work order contract where the State is the Requesting Party must
identify fhe State as the sponsoring agency and must not be released without prior written approval from the State's
Authorized Representative. For purposes of tlris provision, publiciry includes notices, informarional pamphlets, press
releases, research, reports, signs, and similaz public norices 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 a work
ordercontract
16.2 Data Prackces Act. Secfion 16.1 is not intended to ovemde the Local Government's responsibilities under the Minnesota
Government Data Pracrices Act.
17 Governing Law, durisdiction, and Venue
Minnesota ]aw, without regazd to its choice-of-law provisions, govems this master conh�act and all work order contracts. Venue
for all legal proceedings out of this master contract or any work order coniracts, or the breach of any such contracts, must be in
the appropriate state or federal court with competent jurisdiction in Ramsey Counry, Minnesota.
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18 Prompt Payment; Payment to Subcontractors
The parties must make prompt payment of theu obligarions in accordance wiTh applicable law. As required by Minn. Stat. §
16Al245, when the Local Govemment lets a contract for work pursuant to any work order, the Local Government must requ'ue
its contractor m paq all subconh actors, less any retainage, widrin 10 calendar days of the prime con�actor's receipt of payment
from the Local Govemment for undisputed services provided by the subcontractor(s) and must pay interest at the rate of one and
on�half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on rime to the
subcontrzctor(s).
19 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 of Miimesota, or any county, city, town, township, school, school dishict, or any other district
in the state, for materials, supplies, or conshucrion shall contain provisions by which the Contractor agrees: (1) That, in the hiring
of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material
supplier, or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who aze cirizens of the
United States or resident aliens who aze qualified and available to perform the work to which the employmem relates; (2) That no
contractor, material supplier, or vendor, shall, in any manner, discriininate against, or intimidate, or prevent the employment of
any person or persons idenrified in clause (1) of this section, or on being hired, prevent, or conspire to prevent, the person or
persons from the performance of work under any contract on account of race, creed, or color; (3) That a violation of this secrion is
a misdemeanor; and (4) That tlus contract may be canceled or temunated by the state, county, ciry, town, school boazd, or any
other person authorized to grant the contracts for employment, and all money due, or to become due under the con4act, may be
forfeited for a second or any subsequent violation of the terms or conditions of this conffact.
20 Termination
20.1 Termination by the State for Convenienc� The State or commissioner of Administration may cancel this Master Contract
and any work order contracts at any time, with or without cause, upon 30 days written norice to the Local Government.
Upon ternvna6on, the Local Government and the State will be entitled to payment, deternuned on a pro rata basis, for
services satisfactorily performed.
2Q2Terraination by tke Loca[ Government for Convenzence. The Local Government may cancel this Master Contract and any
work order contracts at any time, with or without cause, upon 30 days written no6ce to the State. Upon temvnation, the
Local Govemment and the State will be entitled to payment, deternilned on a pro xata basis, for services sa6sfactorily
performed.
20.3 Termination fnr Insu�cient Funding. The State may immediately terminate this Master Contract and any work order
contract if it does not obtain funding from the Minnesota legislahue or other funding source; or if funding cannot be
continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fas
notice to the Local Govemment. The State is not obligated to pay for any services that aze provided after notice and
effecrive date of ternvnation. However, the Local Goveinuient will be entitled to payment, detemvned on a pro rata basis,
for services satisfactorily performed to the extent that funds aze available. The State will not be assessed any penalry if the
master contract or work order is terminated because of the decision of the Minnesota legislature or other funding source,
not to appropriate funds. The State must provide the Local Government notice of the lack of funding witlun a reasonable
time of the State's receiving that notice.
21 Aata Disclosure
Under Minn. Stat. § 270.66, and other applicable law, the Local Government consents to disclosure of its federal employer ta�c
identification number, and(or Minnesota tax identification number, already provided to the State, to federa] and state tas agencies
and state personnel involved in the payment of state obliga6ons. These idenrification numbers may be used in the enforcement of
federal and state taY laws which could result in acrion requiring the Local Govemment to file state tas retums and pay delinquent
state tas liabiliries, if any.
22 Defense of Claims and Lawsuits
If any lawsuit or claim is filed by a third pariy (including but not limited to the Local Government's conhactors and
subconh�actors), arising out of hvnk }ughway work performed pursuant to a valid wozk order issued under this Master Contract,
the Local Government will, at the discrerion of and upon the request of the State, tender the defense of such claims to the State or
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allow the State to participate in the defense of such claims . The Local Govemment will, however, be solely responsible for
defending any lawsuit or claim, or any portion thereof, when the claim or cause of action asserted is based on its own acts or
omissions in performing or supervising the work. The Local Government will not purport to represent the State in any litigation,
settlement, or altemative dispute resolution process. The State will not be responsible for any judgment entered against the Local
Govemment, and will not be bound by the terms of any settlement entered into by the Local Govemment except with the written
approval of the Attomey General and the Commissioner of Transgortation and pursuant to applicable law.
23 Addifional Provisions
23.1 Foreign Outsourcing. If the Local Government lets a contract for professionaUtechnicai or other services pursuant to any
work order, ffie Local Government will xequire proposing vendors/bidders to disclose where work wil] be performed, and
will use the extent to which services will be performed in the United States as a factor in determining the "best value" in
awarding any such contract. It is the State's policy that state funds spent on contracts remain in the United States to the
maximum extent possible.
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LOCAL GOVERNMENT
The Local Govemment certifies that the appropriate
person(s) have executed the contract on behalf of the
Local Government as required by applicable articles or
bylaws.
�:
! t�� �
COMMISSIONER OF TRANSPORTATION
By:
(District Engineer with delegated authority)
Title:
Title: Public Works Director
Date: � ` � ���
�
By:
Title: Mayor
Date: � f �
Approved As To Form
BY� K�! r �� ��7 , U��
Assistant City Attorney � �
Date
COMMI5SIONER OF ADMINISTRATION
As delegated to Matedals Management Division
:
Date:
Mn/DOT Contract Management
As to form & execution
By:
Date:
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