5.4. SR 11-05-2007REQUEST FOR ACTION
To Item Number
Ci Council 5.4.
Agenda Section Meeting Date Prepared by
Administration November 5, 2007 Tex Maurer, Public Works Director
Item Description Reviewed by
Resolution Entering Into a Master Partnership Contract with the Lori ohnson, Ci Administrator
State of Minnesota Reviewed by
Action Requested
Adoption of the attached resolution which approves the Master Partnership Contract with MnDOT and
authorizes the appropriate city officials to execute the contract and amendments.
Background/Discussion
The current Master Contract between the City of Elk River and MnDOT is expiring in November 2007.
Under this agreement, the city can purchase services from MnDOT. Currently, we utilize laboratory
services On our Municipal State Aid and Federal Aid projects, as well as signal repair personnel for the
city signal systems. This has been a very useful arrangement for the City of Elk River. We would
recommend that this relationship with MnDOT be continued.
Financial Impact
There is no financial impact to entering into this agreement. There is, of course, financial impact for
utilizing MnDOT services.
Attachments
• Resolution
• Master Partnership Contract
• Work Order under Master Partnership Contract
Action Motion by Second by Vote
Follow Up
S:\Engineer\2007 CC memos\MnDOT Mstr Ptrship.doc
RESOLUTION 07-
A RESOLUTION FOR THE CITY OF ELK RIVER
A RESOLUTION ENTERING INTO A MASTER PARTNERSHIP
CONTRACT WITH THE STATE OF MINNESOTA
WHEREAS the Minnesota Department of Transportation (MnDOT) wishes to cooperate closely with
local units of government to coordinate the delivery of transportation services and maximize
the efficient delivery of such services at all levels of government.; and
WHEREAS MnDOT and local governments are authorized by Minnesota Statutes sections 471.59,
174.02, and 161.20, to undertake collaborative efforts for the design, construction,
maintenance and operation of state and local roads; and
WHEREAS the parties wish to be able to respond quickly and efficiently to such opportunities for
collaboration, and have determined that having the ability to write "work orders" against a
master contract would provide the greatest speed and flexibility in responding to identified
needs.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota:
1. That the City of Elk River enter into a Master Partnership Contract with the Minnesota Department
of Transportation.
2. That the proper City officers are authorized to execute such contract and any amendments thereto.
3. That the City Engineer is authorized to negotiate work order contracts pursuant to the Master
Contract, which work order contracts may provide for payment to or from the Minnesota
Department of Transportation, and that the City Engineer may execute such work order contracts on
behalf of the City without further approval by this Council.
Passed and adopted this 5~ day of November, 2007.
Stephanie A. Klinzing, Mayor
ATTEST:
Tina Allard, City Clerk
S:\Resolutions\2007 Resolutions\Unapproved\Master Partnership Contract.doc
Mn/DOT Contract Number.
CFMS Contract No.
STATE OF MINNESOTA
AND CITY OF ELK RIVER
MASTER FARTNERSIIIR CONTRACT
This master contract is between the State of Minnesota, acting through its Commissioner of Transportation hereinafter
referred to as the "State" and the City of EI.K R3VER acting through it's City Council, hereinafter referred to as the
"Local Government".
Recitals
1. The parties are authorized to enter into this agreement pursuant to Minnesota Statutes §§15.061, 471.59 and 174.02.
2. Minnesota Statutes Section 161.20, subdivision 2 authorizes the Commissioner of Transportation to make
arrangements with and cooperate with any governmental authority for the purposes of constructing, 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 161.39, subdivision 1, authorizes a road authority to perform work for another road
authority. Such work may include providing technical and engineering advice, assistance and supervision, surveying,
preparing plans for the construction or reconstruction of roadways, and performing roadway maintenance.
5. IV~innesota Statues § 174.02 (subd. 6) authorizes the Commissioner of Transportation to enter into agreements with
other governmental entities for research and experimentation; for sharing facilities, equipment, staff, data, or other
means of providing transportation-related services; or for other cooperative programs that promote efficiencies in
providing governmental services, or that further development of innovation in transportation for the benefit of the
citizeris of Minnesota.
6. Each party 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 Partnership Contract provides a framework
for the efficient handling of such requests. This Master Partnership Contract contains terms generally governing the
relationship between the parties hereto. When specific services are requested, the 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 will Work Orders will specify the work to be done, timelines for completion, and
compensation to be paid for the specific work.
8. The parties are entering into this Master Partnership Contract to establish terms that will govern all of the Work
Orders subsequently issued under the authority of this Contract.
Master Contract
1 Term of Master Contract
1.1 Effective 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 work under this Contract until it is fully executed.
1.2 Expiration Date. This Contract will expire five years after its effective date.
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1.3 Work Order Contracts. A work order contract must be negotiated and executed (by both the State and the
Local Government) for each particular 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 Contract will apply to all work orders issued
hereunder, unless specifically varied in the work order. The Local Government understand that this Master
Contract is not a guarantee of any payments or work order assignments, and that payments will only be issued
for work actually performed under fully-executed work orders.
1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this master contract and all
work order contracts: 11. Liability; 12. State Audits; 13. Government Data Practices and Intellectual Property;
16. Publicity and Endorsement; 17. Governing Law, Jurisdiction, and Venue; and 21. Data Disclosure.
1.5 Exhibits. A sample work order contracts is attached and incorporated into this contract as Exhibit A.
2 ScoQe of Work/Deliverables
2.1 A party may request the other party to perform 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 party. As defined by Minnesota Statutes § 16C.08 (subd. 1) professionaUtechnical
services "means services that are intellectual in character, 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 services include (by way of
example and without limitation) engineering services, surveying, foundation recommendations and
reports, environmental documentation, right-of-way assistance (such as performing appraisals or
providing relocation assistance, but excluding the exercise of the power of eminent domain), geometric
layouts,-final construction plans, graphic presentations, public relations, and facilitating open houses. A
party will normally provide such services with its own personnel, however, a party's
professionaUtechnical services may also include hiring and managing outside consultants to perform
work.
2.1.2 Routine Roadway Maintenance. A party 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
striping, pavement message painting, sign repair, guardrail repair, carcass removal, or equipment repair.
Routine maintenance does not include roadway reconstruction. All services must be performed by an
employee with sufficient skills, training, expertise or certification to perform such work, and work must
be supervised by a qualified employee of the patty performing the work.
2.1.3 Construction Administration. A party may administer roadway construction projects upon the request
of the other party. Roadway construction includes (by way of example and without limitation) the
construction, reconstruction, or rehabilitation of mainline, shoulder, median, pedestrian or bicycle
pathway, lighting and signal systems, pavement mill and overlays, seal coating, guardrail 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 construction contracts for such work (including state projects to be completed in
conjunction with local projects). All contract administration services must be performed by an employee
with sufficient skills, training, expertise or certification to perform such work.
2.2 When a need is identified, the State and the Local Government will discuss the proposed work and the resources
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 prepare a work order contract. Generally, a work order contract
will be limited to one specific project/engagement, although "on call" work orders may be prepared for certain
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types of services, especiaily for "routine roadway maintenance" items as identified section 2.1.2. The work order
wilt also identify specific deliverables required, 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
performed prior to authorization by the State.
3 Responsibilities of the Providing Party
The party requesting the work will be referred to as the "Requesting Party" and the party performing the work will be
referred to as the "Providing Party". Each work order will set forth particular requirements for that
project/engagement.
3.1 Terms Applicable to ALL Work Orders. The terms in this section 3.1 will apply to ALL work orders.
3.1.1. Each work order will identify an Authorized Representative for each party. Each party's authorized
representative is responsible for administering the work order, and has. the authority to make any decisions
regarding the work, and to give and receive any notices required or permitted under this Master Contract or
the work order.
3.1.2 The Providing Party will furnish 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 Party will furnish and assign
another responsible employee to be in chazge of the project. The services of the Providing Party under a
work order may not be otherwise assigned, sublet, or transferred unless approved in writing by the
Requesting Party's authorized representative_ This written consent will in no way relieve the Providing .
Party from its primary responsibility for the work.
3.1.3 If the Local Government is the Providing Party, the Project Engineer may request in writing specific
engineering and/or technical services from the State, pursuant to Minnesota Statutes Section-16139. Such
services may be covered by other technical service agreements. If the State furnishes the services
requested, the Local Govemment will promptly 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 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 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 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 connection with any work order, the Providing Farty will
require and cause its contractors and subcontractors to comply with all Federal and State laws •and
regulations.
3.2 Additional Terms for Routine Roadway Maintenance. The terms of section 3.1 and this section 3.2 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 permits and
sanctions that may be required for the proper and lawful performance of the work.
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3.2.2 The Providing Party must perform maintenance in accordance with MnDOT maintenance manuals,
policies and operations.
3.2.3 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.
3.3 Additional Terms for Construction Administration. The terms of section 3.1 and this section 3.3 will apply to all
work orders for construction administration.
3.3.1 Contract(s) must be awarded to the lowest responsible bidder 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 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 ioss incurred with respect to the performance of the contracted work, and must be
required to provide evidence of insurance coverage commensurate with project risk.
3.3.5 Contractor(s) must pay prevailing wages pursuant to state law.
3.3.6 Contractor(s) must comply with all applicable Federal,.and State laws, ordinances and regulations,
including but not limited to applicable human rights/anti-discrimination laws and laws concerning the
participation of Disadvantaged Business Enterprises in federally-assisted contracts.
3.3.7 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 obligation under the applicable work order.
3.3.8 The Providing Party will not approve any contractor claims for additional compensation without the
Requesting Party's written approval, and the execution of a proper amendment to the applicable work
order when necessary. The Local Government will tender the processing and defense of any such claims
to the State upon the State's request.
3.3.9 The Local Government must coordinate all trunk highway work affecting any utilities with the State's
Utilities Office.
3.3.10 The Providing Party must coordinate all necessary detours with the Requesting Party.
4. Responsibilities of the Requesting Party
4.1 After authorizing the Providing Pansy to begin work, the Requesting Party will furnish 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 returned upon the Requesting Party's request or upon the expiration or termination of this contract
(subject to data retention requirements of the Minnesota Government Data Practices Act and other applicable
law).
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4.3 The Providing Party will analyze all such data furnished by the Requesting Party. If the Providing Party finds any
such data to be incorrect or incomplete, the Providing Party will bring the facts to the attention of the Requesting
Party before proceeding with the part of the project affected. The Providing Party will investigate the matter, and
if it finds 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 justification 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 are 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 Requesting Party..
5 Time
In the performance of project work under a work order contract, 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 Government under
allwork order contracts issued pursuant to this Master Contract will not exceed $1 million.
6.3 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 Providing Party will
not be separately reimbursed for travel and subsistence expenses incurred by the Providing Party in performing
any work order contract. )n those cases where the State agrees to reimburse travel expenses, such 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 Mn/DOT District Office. The Local
Government 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.
6.4.1 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.
6.4.2 Payment by the Loca[ Government. The Local Government will make payment to the order of the
Commissioner of Transportation. IMPORTANT NOTE: PAYMENT MUST REFERENCE THE
"MN/DOT CONTRACT NUMBER" SHOWN ON THE FACE PAGE OF THIS 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
10!32007 5
CFMS Contract No.
T-Number
6.4.3 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 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. Scat. § 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 representative 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 Party's Authorized Representative
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.
S Local Government's Authorized Representative and Project Manager; Authority to Execute Work Order
Contracts
8.1 The Local Govemment's Authorized Representative for administering this master contract is the Local
Government's Engineer, and the Engineer has the responsibility to monitor the Local Government's
performance. The Local Government's 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 Government's 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
responsibility to monitor the State's performance.
9.2 The State's Project Manager will be identified in each work order contract.
10 Assignment, Amendments, Waiver, and Contract Complete
10.1 Assigr~men~ 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 Contract, or their
successors in office.
10.2 Amendments. Any amendment to this 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 contract, or their successors in office.
10.3 Waiver. If a party fails to enforce any provision of this master contract or any work order contract, that
failure does not waive the provision or the party's right to subsequently enforce it.
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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
P~Y-
11 Liability
Each party will be responsible for its own acts and omissions to the extent provided by law. The Local
Government's liability is governed by Minnesota Statutes chapter 466 and other applicable law. The State's
liability is governed by Minnesota Statutes section 3.736 and other applicable law. This clause will not be
construed to baz ariy 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 Liability Act.
12 State Audits
Under Minn. Slat. § 16C.05, subd. 5, the party's books, records, documents, and accounting procedures and
practices relevant to any work order contract are 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. Government Data Practices. The Local Government and State must comply with the Minnesota Government
Data Practices Act, Minn. Slat. 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. Slat. § 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 Property Rights
13.2.1. Intellectual Property Rights. The Requesting Party will own all rights, title, and interest in all of
the-intellectual property rights, including copyrights,•patents, trade secrets, trademarks, and service
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, specifications,
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 others in the
performance of this master contract or any work order contract.. Works includes "Documents."
Documents are the originals of any databases, computer programs, reports, notes, studies,
photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials,
whether in tangible or electronic forms, prepared by the Providing Party; its employees, agents, or
contractors, in the performance of a work order contract. The Documents will be the exclusive
property of the Requesting Party and all such Documents must be immediately returned to the
Requesting Party by the Providing Parry upon completion 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 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 Requesting Party's ownership
interest in the Works and Documents. Notwithstanding the foregoing, the Requesting Party grants
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the Providing Party an irrevocable and royalty-free license to use such intellectual for its own non-
commercial purposes, including dissemination to political 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 Intellectual Property.
13.2.2.1 Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is
made or conceived for the first time or actually or constructively reduced to practice by the
Providing Party, including its employees and subcontractors, in the performance of the work order
contract, the Providing Party will immediately give the Requesting Party's Authorized
Representative written notice thereof, and must promptly furnish the Authorized Representative
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 are the sole property 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 affirmative action by its Contractors, pursuant to
Minnesota Statutes §363A.36: Pursuant to that Statute, the Local Government is encouraged to prepare and implement an
affirmative action 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 &olicitation 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 foil-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. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600. A Contractor covered by Minn. Stat. §
363A.36 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.
14.2 Minn. Staff ~ 363.073. Minn. Stat. § 363A.36 requires the Contractor to have an affirmative 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 revocation of a certificate of compliance and contract consequences in that
event. A contract awarded without a certificate of compliance may be voided.
14.3 Minn. R. Parts 5000.3400.5000.3600.
14.3.1 General. Minn_ R_ Parts 5000.3400-5000.3600 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 affirmative action plan are
contained in various provisions of Minn. R. Parts 5000.3400-5000.3600 including, but not limited to,
parts 5000.3420-5000.3500 and 5000.3552_5000.3559.
14.3.1.2 Disabled Workers. The Contractor must comply with the following affirmative action requirements
for disabled workers:
(1) The Contractor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for
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employment is qualified_ The Contractor agrees to take affirmative action 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 termination, 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 the Contractors noncompliance with .the requirements of this clause; actions for
noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36, and the rules
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, notices in a form to be prescribed by the commissioner of the Minnesota Department of
Human Rights. Such notices must state the Contractor s obligation under the law to take affirmative
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 representative of workers with which it has a
collective bargaining agreement or other contract understanding, that the Contractor is bound by the
terms of Minnesota Statutes Section 363A.36, of the Minnesota Human Rights Act and is committed
to take affirmative action to employ and advance in employment physically and mentally disabled
persons.
14.3.2 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 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.
14.3.3 Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn.
Slat. § 363.073 and Minn. R. Parts 5000.3400-5000.3600 and is aware 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 identify 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, research, reports, signs, and similar public notices
prepared by or for the Local Government individuaily 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 16.1 is not intended to override the Local Government's responsibilities under
the Minnesota Government Data Practices Act.
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17 Governing Law, Jurisdiction, and Venue
Minnesota iaw, without regard to its choice-of--law provisions, governs this master contract and all work order
contracts. Venue-for all legal proceedings out of this master contract or any work order contracts,~or the breach of
any such contracts, must be in the appropriate state or federal court with competent jurisdiction in Ramsey
County, Minnesota.
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. § 16A.1245, when the Local Government 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 1Q calendar
days of the prime contractor's receipt of payment from the Local Government for undisputed services 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 Government will comply with the provisions of-Minn. Scat. § 181.59 which
requires:
Every contract for or on behalf of the state of Minnesota, or any county, city, town, township, school,
school district, or any other district in the state, for materials, supplies, or construction 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 are
citizens of the United States or resident aliens who are qualified and available to perform the work to
which the employment relates; (2) That no contractor, material supplier, or vendor, shall, in any
manner, discriminate against, or intimidate, or prevent the employment of any person or persons
identified 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 section is a misdemeanor; and (4) That this contract may be canceled or terminated
by the state, county, city, town, school board, or any other person authorized to grant the contracts for
employment, and all money due, or to become due under the contract, may be forfeited for a second
or any subsequent violation of the terms or conditions of this contract.
20 Termination
20.1 Termination by the State 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 termination, the Local Government and the State will be entitled to
payment, determined on a pro rata basis, for services satisfactorily performed.
20.2 Termination by the Local Government for 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 termination, the Local Government and the State will be entitled to payment, determined on a
pro rata basis, for services satisfactorily performed.
20.3 Termination 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 sufficient to allow for the payment of the services covered here.
Termination must be by written or fax notice to the Local Government. The State is not obligated to pay for
any services that are provided after' notice and effective date of termination. However, the Local
Government will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed
10/3/2007 10
CFMS Contract No.
T-Number
to the extent that funds are available. The State will not be assessed any penalty if the master contract or
work order is terminated because of the decision of the Minnesota legislature or other 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. Slat. § 270.66, and other applicable law, the Local Government consents to disclosure of its federal
employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to
federal and state tax agencies and state personnel involved in the payment of state obligations. These
identificarion numbers may be used in the enforcement of federal and state tax laws which could result in action
requiring the Local Government to file state tax returns and pay delinquent state tax liabilities, 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 Government'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 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 or omissions in performing or supervising the
work. The Local Government will not purport to represent the State in any litigation, settlement, or alternative
dispute resolution process. The State will not be responsible for any judgment entered against the Local
Government, and will not be bound by the terms of any settlement entered into by the Local Government except
with the written approval of the Attorney General and the Commissioner of Transportation and pursuant to
applicable law.
23 Additional Provisions
23.1 Foreign Outsourcing. )f the Local Government lets a contract for professionaUtechnical.or~other services
pursuant to any work order, the Local Government will require 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 re: in in the United States to the maximum extent possible.
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10/3/2007
CFMS Contract No.
T-Ntimber
LOCAL GOVERNMENT
The Local Government certifies that the appropriate person(s)
have executed the contract on behalf of the Local Govemment as
required by applicable articles or bylaws.
By: _
Title:
Date:
By:_
Title:
COMMISSIONER OF TRANSPORTATION
By:
(with delegated authority)
Title:
Date:
COMMISSIONER OF ADMIIVISTRATION
As delegated to Materials Management Division
sy:
Date:
Mn/DOT Contract Management
As to form & execution
By:
Date:
10/32007 12
Mn/DOT Agreement No. Work Order O 1
CFMS Contract No. NA
^Payable by State
_® Receivable by State
[INSTRUCTIONS FOR COMPLETING THIS FORM ARE IN BRACKETS. FILL IN EVERY BLANK AND
DELETE ALL INSTRUCTIONS BEFORE SENDING THIS TO THE LOCAL GOVERNMENT. IF YOU NEED
ASSISTANCE WITH THIS FORM, CONTACT Mn/DOT's STATE AID .DIVISION. SEND A DRAFT OF THIS
WORK ORDER FOR REVIEW TO CONTRACT MANAGEMENT.]
STATE OF NIINNESOTA
WORK ORDER UNDER
MASTER PARTNERSHIP CONTRACT
State Project (SP): NA Trunk Highway (TH): NA
Project Identification: Services provided by State
This Work Order Contract is issued under the authority of State of Minnesota, Department of Transportation (Mn/DOT)
Master Partnership Contract No. listed above between the state of Minnesota acting through its Commissioner of
Transportation ("State") and [Insert the Legal Name of the Local Government], a political subdivision of the State of
Minnesota ("Local Government") and is subject to all applicable provisions and covenants of that Agreement which are
incorporated herein by reference.
Work Order Contract
Article 1 Term of Work Order Contract; Incoraoration of Exhibits:
1.1 Effective date: This Work Order Contract will be effective on the date that all required signatures are
obtained by State, pursuant to Minnesota Statutes Section 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.
1.2 Expiration date: This Work Order Contract will expire on November 30, 2012, or when all obligations
have been satisfactorily fulfilled, which ever occurs first.
1.3 Exhibits: Exhibits A through B are attached and incorporated into this Work Order Contract.
Article 2 Nature of Work; Requesting and Providing Party:
2.1 The box(es) checked below indicate the nature of the work to be performed. See Section 2.1 of the Master
Partnership Contract for applicable defmitions.
® Routine Roadway Maintenance (See Exhibit B)
® Professional And Technical Services (See Exhibit B)
^ Construction Administration
2.2 The boxes checked below show which party is the "Requesting Party" and which party is the "Providing Party".
2.2.1 The Requesting Party is ^ State ®Local Government
2.2.2 The Providing Party is ®State ^ Local Government
(Rev 09/26/07) - 1 -
Mn/DOT Agreement No, Work Order O 1
Article 3 Scope of Work:
3.1 The Providing Party will perform services under this Work Order summarized generally as follows:
The State will provide transportation-related routine roadway maintenance and/or professionaUtechnical services
to the Local Government. Examples of services are shown on Exhibit B.
Article 4 Deliverables by the Providing Party
4.1 Upon receipt of a written request form the Local Government, the State will evaluate the request and promptly
inform the Local Government 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.
4.2 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 deems that the work is not
proceeding in a satisfactory manner, the Local Government 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.
Article 5 Items provided or completed by the Requesting Party
5.1 The Local Government will submit a brief written request for any services to the State. The request may be in the
form of a letter or memorandum 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 the work to be performed to afford the State the opportunity to assess the
resources necessary to accomplish the work and develop a cost estimate.
Article 6 Consideration of Payment:
6.1 Payment Basis. The State may, at its option, charge the Local Government on either alump-sum or actual cost
basis for performance of the work.
6.2 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 o£
(a) The actual hourly wage or salary of State personnel for time pent 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.
Article 7 Terms of Payment:
7.1 The State will invoice the Local Government upon completion of the services, or at regular intervals not more
than once monthly as agreed upon by the parties.
(Rev 09/26/07) - 2 -
Mn/DOT Agreement No. Work Order O1
7.2 The Local Government 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 invoice number (include the Mn/DOT invoice number)
Mail stop 215
395 John Ireland Blvd
St. Paul, MN 55155
IMPORTANT: THE REMITTANCE MUST INCLUDE THE "Mn/DOT INVOICE NUMBER."
Article 8 Local Government's Project Manager:
8.1 The Local Government 's Project Manager for this Work Order is the Local Government's Engineer for technical
matters. The Local Government 's Project Manager for this Work Order is responsible for overseeing the Local
Government 's fulfillment of its obligations under this Work Order, reviewing and approving invoices, resolving
disputes related to this Work Order, and for giving or receiving any notices required or permitted by this Work
Order.
Article 9 State's Project Manager:
9.1 The State's Project Manager, for this Work Order is the District Engineer. The State's Project Manager is
responsible for overseeing the State's fulfillment of its obligations under this Work Order, reviewing and
approving invoices, resolving disputes related to this Work Order, and for giving or receiving any notices required
or permitted by this Work Order.
Article 10 Termination.
10.1 Termination by the State. The Local Government, the State or the Commissioner of Administration may cancel
this Work Order at any time, with or without cause, upon 30 days' written notice to the other Party. Upon
termination, the Providing Party will be entitled to payment, determined on a pro rata basis, for services
satisfactorily performed.
10.2 Termination for Insufficient Funding. If the State is the Requesting Party, The State may immediately terminate
this Work Order 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 payment of the services covered here.
Termination must be by written or fax notice to the Local Government . The State is not obligated to pay for any
services that are provided after notice and effective date of termination. However, 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 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 within a reasonable time of the State's receiving that notice.
Article 11 Additional Provisions
11.1 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 09/26/07) - 3 -
Mn/DOT Agreement No. Work Order O1
LOCAL GOVERNMENT
The Local Government certifies that the appropriate person(s)
have executed the contract on behalf of the Local Government
as required by applicable articles, bylaws, resolutions, or
ordinances.
By:
Date:
COMMISSIONER OF TRANSPORTATION
By:
Title: District Engineer
Date:
COMMISSIONER OF ADMINISTRATION
By:
Date:
(Rev 09/26/07) - 4 -
Mn/DOT Agreement No. Work Order O1
EXHIBIT A -STANDARD TERMS
STANDARD TERMS FOR ROUTINE ROADWAY MAINTENANCE
The Providing Party will perform routine maintenance in accordance with the specifications and
guidelines in the current "Mn/DOT Maintenance Manual"
2. Unless otherwise provided in this Work Order, the Providing Parry is not required to perform
extraordinary maintenance or reconstruction. The Providing Party should notify the Requesting Parry
immediately if it becomes aware of any maintenance, not covered by this Work Order, that should be
addressed immediately to prevent the risk of serious injury to the public.
3. The Providing Party will perform traffic control in accordance with Minnesota Manual on Uniform
Traffic Control Devices.
STANDARD TERMS FOR PROFESSIONAL AND TECHNICAL SERVICES
The Providing Parry will prepare all documents in accordance with Minnesota law, applicable Federal
laws and regulations, and geometric design standards for trunk highway plans as described in the current
versions of Mn/DOT Manuals, available through the Mn/DOT State Aid Division or on the Mn/DOT
website, www.dot.state.mn.us
2. The Providing Party will, as applicable in developing plans, include the standard specifications from the
latest edition of Mn/DOT Standard Specifications for Construction, and all amendments thereto.
3. The Providing Party will furnish the personnel, services, supplies, and equipment necessary to properly
perform, supervise, and document the work for the project(s). The services of the Providing Party to be
performed hereunder may not be assigned, sublet, or transferred unless approved in writing by Mn/DOT.
This written consent will in no way relieve the. Local Government from its primary responsibility for
performance of the work.
(Rev 09/26/07) - 5
Mn/DOT Agreement No. Work Order O 1
Exhibit B -Available Services
Following are examples of services available from Mn/DOT pursuant to this agreement. Other services may be available upon
request. Note that this agreement cannot be used for the construction of joint facilities, nor does it replace the "Municipal Agreement"
process for cooperative construction programs.
Maintenance
• Pavement striping
Bridge
ConstructionlMaintenance services including:
• Bridge load ratings
• Bridge inspections
• Hydraulic data system support/management
Standards, Research and Governance services including:
• Bridge standards and specifications development
• Bridge research
• Bridge construction, maintenance and hydraulic training
Bridge Construction and Maintenance services including:
• Construction planning and programming
• Construction support
• Steel fabrication services
• Maintenance assistance
Bridge Design services including:
• Preliminary bridge studies and plans
• Final bridge designs and plans
• Bridge construction estimating
• Hydraulic structure recommendations
• Consultant management
Land Management
• Appraisal services
• Legal services
• Eminent domain support
• Legal descriptions
• Geodetic surveying
• Photogrametric mapping
• Platting
• Direct purchase
Electronic Communications
• Electronic and telecommunications system design, installation and maintenance services
Materials
• Pavement condition data
• Materials testing
• Box culvert inspection
• Pre-stress beams for county and city bridges
(Rev 09/26/07) - 6 -