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5.9. SR 02-23-2004 Howard R , Green Oompany Item 5.9. February 9, 2004 File: 230000M-0325 Mr. Pat Klaers City Administrator City of Elk River 13065 Orono Parkway Elk River, MN 55330 RE: MNDOT PARTNERSHIP CONTRACT Dear Mr. Klaers: Kelvin Howieson, the Distdct 3 State Aid Engineer, asked me to forward the attached partnership contract and resolution, authorizing it to you for the City Council's consideration regarding entedng into this agreement. This partnership contract will not, as I understand it, change any of the ongoing services provided by District 3 MnDOT for the City of Elk River. Those services currently consist of maintenance and operation of the City's signal systems and geotechnical and materials testing on State Aid and Federal Aid construction projects. What the agreement will do is funnel the monies paid by the City back to Distdct 3 in Baxter as we pay for those services. Without this agreement, it is my understanding that the City's payment for services goes to the MnDOT general fund and does not go back to the distdct where the services originate. Nothing in this partnership contract will change the provisions for any of the services that the City currently receives from MnDOT, nor will it change any similar services that we may request and contract for in the future. We would recommend that the City Council adopt the attached resolution authorizing the Mayor and City Administrator to enter into the partnership contract with the State of Minnesota. If you have any questions regarding this issue, please call. Sincerely, Howard R. Green Company Tearer, P.E. TJM:sw Ltr-020904-Klaers.doc 2550 University Avenue West · Suite 400N · St. Paul, MN 55114 · 651/644-4389 fax 651/644-9446 toll free 888/368-4389 RESOLUTION 04 - A RESOLUTION FOR THE CITY OF ELK RIVER A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO A PARTNERSHIP AGREEMENT WITH THE MINNESOTA DEPARTMENT OF TRANSPORTION BE IT RESOLVED that the City of Elk River enters into an agreement with the State of Minnesota, Department or Transportation, for the following purposes, to wit: To request that the State perform certain technical, transportation-related services identified in Exhibit A, "Available Services," of the agreement. The City will submit a brief written request for each service in accordance with the terms and conditions set forth and contained in the Partnership Contract, a copy of which was before the board. BE IT FURTHER RESOLVED that the proper City officers be and hereby are authorized to execute such agreement and any amendments, and thereby assume for and on behalf of the City all of the contractual obligations contained therein. CERTIFICATION State of Minnesota County of Sherbume City of Elk River I hereby certify that the foregoing Resolution is a true and correct copy of a resolution presented to and adopted by the City Council of Elk River at a duly authorized meeting thereof held on the day of , 2004, as shown by the minutes of said meeting in my possession. Joan M. Schmidt, City Clerk (seal) o./gen./form/resolution/A-7 Mn/DOT Contract No. CFMS Contract No. STATE OF MINNESOTA PARTNERSHIP CONTRACT This contract is between the State of Minnesota, acting through its Commissioner of Transportation ("State") and the City of Elk River ("Local Government Unit"). Recitals Pursuant to Minnesota Statutes §471.59, subdivision 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise one of its powers on behalf of the other governmental units; and Pursuant to Minnesota Statutes § 174.02, subdivision 6, the Commissioner of Transportation may enter into agreements with other governmental or non-governmental entities for research 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 further develop innovation in transportation for the benefit of the citizens of Minnesota; and The State, through its "Program Support" and "Program Delivery" Groups, offers a variety of transportation-related technical assistance and support services to other governmental units on a fee-for- service basis; and The Local Government Unit desires that the State provide transportation-related technical assistance and support. The State is willing to provide such support, upon request and subject to the terms and conditions contained in this contract. Contract Term of Contract 1.1 Effective date: This contract is effective on the date the State obtains all required signatures under Minnesota Statutes § 16C.05, subdivision 2. 1.2 Expiration date: This contract will expire five years from its effective date, unless terminated earlier pursuant to Article 10. 1.3 Survival of Terms: The following clauses survive the expiration or cancellation of this contract: 6. Liability; 7. State Audits; 8. Government Data Practices; and 9. Governing Law, Jurisdiction, and Venue. Duties of the Parties 2.1 The Local Government Unit may request that the State perform any of the services shown on Exhibit A, "Available Services." The Local Government Unit may also request that the State perform transportation-related services other than those shown on Exhibit A. 2.1.1 The Local Government Unit must submit a brief written request for any services to the State. The request may be in the form of a letter, memorandum or purchase order and may be transmitted by fax or email, A request may be made via telephone, but will not be considered accepted unless acknowledged in writing by the State. The request must include sufficient detail on the scope of work Rev. (12/00) I 3 Mn/DOT Contract No. CFMS Contract No. to be performed to afford State the opportunity to assess the resources necessary to accomplish the work and develop a cost estimate. 2.2 Upon receipt of a written request fi.om the Local Government Unit, the State will evaluate the request and promptly inform the ocal Government Unit if the State will perform the work, either as submitted or with modifications. If accepting the work, the State will identify a project manager for the work to be performed. Any work assignment accepted by the State pursuant to this Contract is subject to all terms and conditions of this contract. 2.3 After the State accepts a work assignment, the State will promptly perform the work in a professional manner and in accordance with generally accepted government standards. If the Local Government Unit deems that the work is not proceeding in a satisfactory manner, the Local Government Unit will bring such concerns to the State's Project Manager in charge of the particular project. The Parties will endeavor to resolve any disputes concerning work under this contract in the most informal and cost- effective manner reasonably available. Consideration and Payment 3.1 Payment Basis. The State may, at its option, charge the Local Government Unit on either a lump-sum or actual cost basis for performance of the work. 3.2 Actual Cost Basis. Unless a lump sum or other payment arrangement is agreed upon, all work performed by the State will be billed on an actual cost basis. For work performed upon an actual cost basis, the State will provide a report showing the actual cost of the services performed by the State under this contract. The State's "Actual Cost" will consist of all of the following elements: (1) The actual cost of any materials provided by the State; and (2) Travel expenses reasonably and necessarily incurred by the State in the performance of the work, Such travel expenses will be subject to the limitations contained in the "Minnesota Department of Transportation Travel Regulations" in effect at the time the work is performed; and (3) Labor costs incurred by the State in performance of the work. Such labor costs will consist of: (a) The actual hourly wage or salary of State personnel for time spent working on the project; and (b) Labor and overhead additive, at a rate to be determined annually by the appropriate State Financial/Accounting Officer. Labor additive will include fi.inge benefits, holiday and vacation pay, and applicable workers compensation and payroll tax expenses. (4) Equipment costs incurred by the State in the performance of the work. Such cost will consist off (a) The hourly rental rate of the equipment; and (b) Fuel and other direct operational costs not included in the equipment rental rate. 3.3 Payment (A) The State will invoice the Local Government Unit upon completion of the services, or at regular intervals not more than once monthly as agreed upon by the parties. Rev. (12/00) 2 Mn/DOT Contract No. CFMS Contract No. (B) The Local Government Unit will promptly pay the invoice(s) submitted by the State. Payment must be remitted to the address below: Minnesota Department of Transportation Attn: Cash Accounting RE: MN/DOT CONTRACT NUMBER (include the "Mn/DOT contract number" shown on this agreement) Mailstop 215 395 John Ireland Blvd. St. Paul, MN 55155 IMPORTANT: THE REMITTANCE MUST INCLUDE THE "MN/DOT CONTRACT NUMBER" 4 Authorized Representative 4.1 State's Authorized Representative. The State's Authorized Representative for the administration of this contract is Richard Stehr, Assistant Commissioner or his/her successor. 4.2 Local Government Unit's Authorized Representative. The Local Government Unit's Authorized Representative for the administration of this contract is the Local Government Unit's Engineer for technical matters, and the Local Government Unit's Administrator or Auditor for financial matters. 5 Assignment, Amendments, Waiver and Contract Complete 5.1 Assignment. Neither party may assign or transfer any fights or obligations under this contract without a written Assignment Agreement, executed and approved by the same parties who executed and approved this contract, or their successors in office. 5.2 Amendments. Any amendment to this 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 contract, or their successors in office. 5.3 Waiver. If the State fails to enforce any provision of this contract, that failure does not waive the provision or the State's fight to subsequently enforce it. 5.4 Contract Complete. This contract contains all negotiations and agreements between the State and the Local Government Unit. No other understanding regarding this contract, whether written or oral, may be used to bind either party. Liability Each party will be solely responsible for its own acts and omissions in connection with or related to this contract. The liability of the State is governed by Minnesota Statutes {}3.736 and other applicable law. The liability of the Local Government Unit is governed by Minnesota Statues chapter 466 and other applicable law. Each party will be solely responsible for its own employees for any workers compensation claims. As any deliverables, including plans and documents, produced by the State pursuant to this contract may be incorporated into larger projects of which the State may not be aware, the State expressly disclaims any liability for the use of such deliverables and the results thereof. State Audits Under Minnesota Statutes § 16C.05, subdiv. 5,the Local Government Unit's books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State and/or Rev. (I 2/00) 3 Mn/DOT Contract No. CFMS Contract No. the State Audkor or Legislative Auditor, as appropriate, for a minimum of six years from the expiration date of this contract. 8 Government Data Practices The Local Government Unit and the State must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided to or by the parties under this contract. The Act provides, inter alia, disclosure and non-disclosure provision for various types and classifications of data provided to or by the State or the Local Government Unit: The civil remedies of Minnesota Statutes §13.08 apply to the release of the data referred to in this clause by either the Local Government Unit or the State. 9 Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings arising out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 10 Termination 10.1 Termination by the State. The State may cancel this contract at any time, with or without cause, upon 30 days' written notice to the Local Government Unit. Upon termination, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. 10.2 Termination by the State for Insufficient Funding. The State may immediately terminate this contract flit does not obtain funding from the Minnesota Legislature, or other funding source; or if funding or staffing levels cannot be continued at a level sufficient to allow for the provision of the services covered here. Termination must be by written or fax notice to the Local Government Unit. The State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such term/nation. The State will not be liable for any damage sustained by the Local Govemment Unit as a result of the termination of this contract by the State. 10.3 Termination by the Local Government Unit for Insufficient Funding. The Local Government Unit may immediately terminate this contract if it does not obtain funding from its governing body, or other funding source, or if funding cannot be continued at a level sufficient to provide for payment for the services covered here. Upon such termination, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such termination. 11 Additional Provisions 11.1 Exhibit A is attached and incorporated into this contract. 11.2 The parties intend that the services provided under this contract will not be construed as an interchange of employees subject to Minnesota Statutes § 15.51, et seq. If the provision of the services under this contract is deemed to be subject to Minnesota Statutes § 15.51, et seq., and any provision in this contract is determined to conflict with such statute, then the statute will control to the extent of any such conflict. Rev. (12/00) 4 Mn/DOT Contract No. CFMS Contract No. DEPARTMENT OF TRANSPORTATION By:. (with delegated authority) Title: Date: CITY OF ELK RIVER By: Mn/DOT CONTRACT MANAGEMENT By: Title: Mayor Date: Date: By: Title: City Administrator Date: Rev. (I 2/00) 5 Mn/DOT Contract No. CFMS Contract No. STATE OF MINNESOTA PARTNERSHIP CONTRACT This contract is between the State of Minnesota, acting through its Commissioner of Transportation ("State") and the City of Elk River ("Local Government Unit"). Recitals Pursuant to Minnesota Statutes §471.59, subdivision 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise one of its powers on behalf of the other governmental units; and Pursuant to Minnesota Statutes § 174.02, subdivision 6, the Commissioner of Transportation may enter into agreements with other governmental or non-governmental entities for research 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 further develop innovation in transportation for the benefit of the citizens of Minnesota; and The State, through its "Program Support" and "Program Delivery" Groups, offers a variety of transportation-related technical assistance and support services to other governmental units on a fee-for- service basis; and The Local Government Unit desires that the State provide transportation-related technical assistance and support. The State is willing to provide such support, upon request and subject to the terms and condkions contained in this contract. Contract Term of Contract 1.1 Effective date: This contract is effective on the date the State obtains all required signatures under Minnesota Statutes § 16C.05, subdivision 2. 1.2 Expiration date: This contract will expire five years from its effective date, unless terminated earlier pursuant to Article 10. 1.3 Survival of Terms: The following clauses survive the expiration or cancellation of this contract: 6. Liability; 7. State Audits; 8. Government Data Practices; and 9. Governing Law, Jurisdiction, and Venue. 2 Duties of the Parties 2.1 The Local Government Unit may request that the State perform any of the services shown on Exhibit A, "Available Services." The Local Government Unit may also request that the State perform transportation-related services other than those shown on Exh/bit A. 2.1.1 The Local Government Unit must submit a brief written request for any services to the State. The request may be in the form of a letter, memorandum or purchase order and may be transmitted by fax or email. A request may be made via telephone, but will not be considered accepted unless acknowledged in writing by the State. The request must include sufficient detail on the scope of work Rev. (12/00) 1 Mn/DOT Contract No. CFMS Contract No. to be performed to afford State the opportunity to assess the resources necessary to accomplish the work and develop a cost estimate. 2.2 Upon receipt of a written request from the Local Government Unit, the State will evaluate the request and promptly inform the ocal Government Unit if the State will perform the work, either as submitted or with modifications. If accepting the work, the State will identify a project manager for the work to be performed. Any work assignment accepted by the State pursuant to this contract is subject to all terms and conditions of this contract. 2.3 After the State accepts a work assiglmaent, the State will promptly perform the work in a professional manner and in accordance with generally accepted government standards. If the Local Government Unit'deems that the work is not proceeding in a satisfactory manner, the Local Government Unit will bring such concerns to the State's Project Manager in charge of the particular project. The Parties will endeavor to resolve any disputes concerning work under this contract in the most informal and cost- effective manner reasonably available. Consideration and Payment 3.1 Payment Basis. The State may, at its option, charge the Local Government Unit on either a lump-sum or actual cost basis for performance of the work. 3.2 Actual Cost Basis. Unless a lump sum Or other payment arrangement is agreed upon, all work performed by the State will be billed on an actual cost basis. For work performed upon an actual cost basis, the State will provide a report showing the actual cost of the services performed by the State under this contract. The State's "Actual Cost" will consist of all of the following elements: (1) The actual cost of any materials provided by the State; and (2) Travel expenses reasonably and necessarily incurred by the State in the performance of the work. Such travel expenses will be subject to the limitations contained in the "Minnesota Department of Transportation Travel Regulations" in effect at the time the work is performed; and (3) Labor costs incurred by the State in performance of the work. Such labor costs will consist of: (a) The actual hourly wage or salary of State personnel for time spent working on the project; and (b) Labor and overhead additive, at a rate to be determined annually by the appropriate State Financial/Accounting Officer. Labor additive will include fringe benefits, holiday and vacation pay, and applicable workers compensation and payroll tax expenses. (4) Equipment costs incurred by the State in the performance of the work. Such cost will consist of: (a) The hourly rental rate of the equipment; and (b) Fuel and other direct operational costs not included in the equipment rental rate. 3.3 Payment (A) The State will invoice the Local Government Unit upon completion of the services, or at regular intervals not more than once monthly as agreed upon by the parties. Rex,. t 12/00) 2 Mn/DOT Contract No. CFMS Contract No. (B) The Local Government Unit will promptly pay the invoice(s) submitted by the State. Payment must be remitted to the address below: Minnesota Department of Transportation Attn: Cash Accounting RE: MN/DOT CONTRACT NUMBER (include the "Mn/DOT contract number" shown on this agreement) Mailstop 215 3 95 John Ireland Blvd. St. Paul, MN 55155 IMPORTANT: THE REMITTANCE MUST INCLUDE THE "MN/DOT CONTtL~CT NUMBER" Authorized Representative 4.1 State's Authorized Representative. The State's Authorized Representative for the administration of this contract is Richard Stehr, Assistant Commissioner or his/her successor. 4.2 Local Government Unit's Authorized Representative. The Local Government Unit's Authorized Representative for the administration of this contract is the Local Government Unit's Engineer for technical matters, and the Local Government Unit's Administrator or Auditor for financial matters. Assignment, Amendments, Waiver and Contract Complete 5.1 Assignment. Neither party may assign or transfer any rights or obligations under this contract wkhout a written Assignment Agreement, executed and approved by the same parties who executed and approved this contract, or their successors in office. 5.2 Amendments. Any amendment to this 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 contract, or their successors in office. 5.3 Waiver. If the State fails to enforce any provision of this contract, that failure does not waive the provision or the State's right to subsequently enforce it. 5.4 Contract Complete. This contract contains all negotiations and agreements between the State and the Local Government Unit. No other understanding regarding this contract, whether written Or oral, may be used to bind either party. Liability Each party will be solely responsible for its own acts and omissions in connection with or related to this contract. The liability of the State is governed by Minnesota Statutes §3.736 and other applicable law. The liability of the Local Government Unit is governed by Minnesota Statues chapter 466 and other applicable law. Each party will be solely responsible for ks own employees for any workers compensation claims. As any deliverables, including plans and documents, produced by the State pursuant to this contract may be incorporated into larger projects of which the State may not be aware, the State expressly disclaims any liability for the use of such deliverables and the results thereof. State Audits Under Minnesota Statutes §16C.05, subdiv. 5,the Local Government Unit's books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State an&or Rev. (12/00) 3 Mn/DOT Contract No. CFMS Contract No. the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the expiration date of this contract. 8 Government Data Practices The Local Government Unit and the State must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided to or by the parties under this contract. The Act provides, inter alia, disclosure and non-disclosure provision for various types and classifications of data provided to or by the State or the Local Government Unit. The civil remedies of Minnesota Statutes §13.08 apply to the release of the data referred to in this clause by either the Local Government Unit or the State. Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings arising out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 10 Termination 10.1 Termination by the State. The State may cancel this contract at any time, with or without cause, upon 30 days' written notice to the Local Government Unit. Upon termination, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. 10.2 Termination by the State for Insufficient Funding. The State may immediately terminate this contract if it does not obtain funding fi'om the Minnesota Legislature, or other funding source; or if funding or staffing levels cannot be continued at a level sufficient to allow for the provision of the services covered here. Termination must be by written or fax notice to the Local Government Unit. The State will be entkled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such term/nation. The State will not be liable for any damage sustained by the Local Government Unit as a result of the termination of this contract by the State. 10.3 Termination by the Local Government Unit for Insufficient Funding. The Local Government Unit may immediately terminate this contract if it does not obtain funding from its governing body, or other funding source, or if funding cannot be continued at a level sufficient to provide for payment for the services covered here. Upon such termination, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such termination. 11 Additional Provisions 11.1 Exhibit A is attached and incorporated into this contract. 11.2 The parties intend that the services provided under this contract will not be construed as an interchange of employees subject to Minnesota Statutes § 15.51, et seq. If the provision of the services under this contract is deemed to be subject, to Minnesota Statutes {} 15.51, et seq., and any provision in this contract is determined to conflict with such statute, then the statute will control to the extent of any such conflict. Rex,. { 12/00) 4 Mn/DOT Contract No. CFMS Contract No. DEPARTMENT OF TRANSPORTATION By: (with delegated authority.) Title: Date: CITY OF ELK RIVER By: Mn/DOT CONTRACT MANAGEMENT By: Title: Mayor Date: Date: By: Title: City Administrator Date: Ret. (! 2/00) 5 Mn/DOT Contract No. CFMS Contract No. STATE OF MINNESOTA PARTNERSHIP CONTRACT This contract is between the State of Minnesota, acting through its Commissioner of Transportation ("State") and the City of Elk River ("Local Government Unit"). Recitals Pursuant to Minnesota Statutes §471.59, subdivision 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise one of its powers on behalf of the other governmental units; and Pursuant to Minnesota Statutes § 174.02, subdivision 6, the Commissioner of Transportation may enter into agreements with other governmental or non-governmental entities for research 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 further develop innovation in transportation for the benefit of the citizens of Minnesota; and The State, through its "Program Support" and "Program Delivery" Groups, offers a variety of transportation-related technical assistance and support services to other governmental units on a fee-for- service basis; and The Local Government Unit desires that the State provide transportation-related technical assistance and support. The State is willing to provide such support, upon request and subject to the terms and conditions contained in this contract. Contract Term of Contract 1.1 Effective date: This contract is effective on the date the State obtains all required signatures under Minnesota Statutes § 16C.05, subdiVision 2. 1.2 1.3 Expiration date: This contract will expire five years fi.om its effective date, unless terminated earlier pursuant to Article 10. Survival of Terms: The following clauses survive the expiration or cancellation of this contract: 6. Liability; 7. State Audits; 8. Government Data Practices; and 9. Governing Law, Jurisdiction, and Venue. Duties of the Parties 2.1 The Local Government Unit may request that the State perform any of the services shown on Exhibit A, "Available Services." The Local Government Unit may also request that the State perform transportation-related services other than those shown on Exhibit A. 2.1.1 The Local Government Unit must submit a brief written request for any services to the State. The request may be in the form of a letter, memorandum or purchase order and may be transmitted by fax or email. A request may be made via telephone, but will not be considered accepted unless acknowledged in writing by the State. The request must include sufficient detail on the scope of work Rex,. ('12/00) I 3 Mn/DOT Contract No.__ CFMS Contract No. to be performed to afford State the opportunity to assess the resources necessary to accomplish the work and develop a cost estimate. 2.2 Upon receipt of a written request from the Local Government Unit, the State will evaluate the request and promptly inform the ocal Government Unit ffthe State will perform the work, either as submitted or with modifications. If accepting the work, the State will identify a project manager for the work to be performed. Any work assignment accepted by the State pursuant to this contract is subject to all terms and conditions of this contract. 2.3 After the State accepts a work assignment, the State will promptly perform the work in a professional manner and in accordance with generally accepted government standards. If the Local Government Unit deems that the work is not proceeding in a satisfactory manner, the Local Government Unit will bring such concerns to the State's Project Manager in charge of the particular project. The Parties will endeavor to resolve any disputes concerning work under this contract in the most informal and cost- effective manner reasonably available. Consideration and Payment 3.1 Payment Basis. The State may, at its option, charge the Local Government Unit on either a lump-sum or actual cost basis for performance of the work. 3.2 Actual Cost Basis. Unless a lump sum or other payment arrangement is agreed upon, all work performed by the State will be billed on an actual cost basis. For work performed upon an actual cost basis, the State will provide a report showing the actual cost of the services performed by the State under this contract. The State's "Actual Cost" will consist of all of the following elements: (1) The actual cost of any materials provided by the State; and (2) Travel expenses reasonably and necessarily incurred by the State in the performance of the work. Such travel expenses will be subject to the limitations contained in the "Minnesota Department of Transportation Travel Regulations" in effect at the time the work is performed; and (3) Labor costs incurred by the State in performance of the work. Such labor costs will consist of: (a) The actual hourly wage or salary of State personnel for time spent working on the project; and (b) Labor and overhead additive, at a rate to be determined annually by the appropriate State Financial/Accounting Officer. Labor additive will include fringe benefits, holiday and vacation pay, and applicable workers compensation and payroll tax expenses. (4) Equipment costs incurred by the State in the performance of the work. Such cost will consist of: (a) The hourly rental rate of the equipment; and (b) Fuel and other direct operational costs not included in the equipment rental rate. 3.3 Payment (A) The State will invoice the Local Government Unit upon completion of the services, or at regular intervals not more than once monthly as agreed upon by the parties. Rev. { 12/00) 2 Mn/DOT Contract No. CFMS Contract No. (B) The Local Government Unit will promptly pay the invoice(s) submitted by the State. Payment must be remitted to the address below: Minnesota Department of Transportation Attn: Cash Accounting RE: MN/DOT CONTRACT NUMBER (include the "Mn/DOT contract number" shown on this agreement) Mailstop 215 395 John Ireland Blvd. St. Paul, MN 55155 IMPORTANT: THE REMITTANCE MUST INCLUDE THE "MN/DOT CONTRACT NUMBER" 4 Authorized Representative 4.1 State's Authorized Representative. The State's Authorized Representative for the administration of this contract is Richard Stehr, Assistant Commissioner or his/her successor. 4.2 Local Government Unit's Authorized Representative. The Local Government Unit's Authorized Representative for the administration of this contract is the Local Government Unit's Engineer for technical matters, and the Local Government Unit's Administrator or Auditor for financial matters. 5 Assignment, Amendments, Waiver and Contract Complete 5.1 Assignment. Neither party may assign or transfer any rights or obligations under this contract without a written Assignment Agreement, executed and approved by the same parties who executed and approved this contract, or their successors in office. 5.2 Amendments. Any amendment to this 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 contract, or their successors in office. 5.3 Waiver. If the State fails to enforce any provision of this contract, that failure does not waive the provision or the State's right to subsequently enforce it. 5.4 Contract Complete. This contract contains all negotiations and agreements between the State and the Local Government Unit. No other understanding regarding this contract, whether written or oral, may be used to bind either party. 6 Liability Each party will be solely responsible for its own acts and omissions in connection with or related to this contract. The liability of the State is governed by Minnesota Statutes §3.736 and other applicable law. The liability of the Local Government Unit is governed by Minnesota Statues chapter 466 and other applicable law. Each party will be solely responsible for its own employees for any workers compensation claims. As any deliverables, including plans and documents, produced by the State pursuant to this contract may be incorporated into larger projects of which the State may not be aware, the State expressly disclaims any liability for the use of such deliverables and the resuks thereof. 7 State Audits Under Minnesota Statutes § 16C.05, subdiv. 5,the Local Government Unit's books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State and/or Rev. (12/00) 3 Mn/DOT Contract No. CFMS Contract No. the State Auditor or Legislative Auditor, as appropriate, for a m/nimum of six years from the expiration date of this contract. 8 9 10 11 Government Data Practices The Local Government Unit and the State must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided to or by the parties under this contract. The Act provides, inter alia, disclosure and non-disclosure provision for various types and classifications of data provided to or by the State or the Local Government Unit. The civil remedies of Minnesota Statutes § 13.08 apply to the release of the data referred to in this clause by either the Local Government Unit or the State. Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings arising out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. Termination 10.1 Termination by the State. The State may cancel this contract at any time, with or without cause, upon 30 days' written notice to the Local Government Unit. Upon termination, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. 10.2 Termination by the State for Insufficient Funding. The State may immediately terminate this contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding or staffing levels cannot be continued at a level sufficient to allow for the provision of the services covered here. Termination must be by written or fax notice to the Local Government Unit. The State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such termination. The State will not be liable for any damage sustained by the Local Government Unit as a result of the termination of this contract by the State. 10.3 Termination by the Local Government Unit for Insufficient Funding. The Local Government Unit may immediately terminate this contract if it does not obtain funding from its governing body, or other funding source, or if funding cannot be continued at a level sufficient to provide for payment for the services covered here. Upon such termination,, the State will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the effective date of such termination. Additional Provisions 11.1 Exhibit A is attached and incorporated into this contract. 11.2 The parties intend that the services provided under this contract will not be construed as an interchange of employees subject to Minnesota Statutes § 15.51, et seq. If the provision of the services under this contract is deemed to be subject to Minnesota Statutes §15.51, et seq., and any provision in this contract is determined to conflict with such statute, then the statute will control to the extent of any such conflict. Rex,. (12/(}0) Mn/DOT Contract No. CFMS Contract No. DEPARTMENT OF TRANSPORTATION By: (with delegated authority.) Title: Date: CITY OF ELK RIVER By: Mn/DOT CONTRACT MANAGEMENT By: Title: Mayor Date: Date: By: Title: City Administrator Date: Rev. ( ! 2/00) 5