HomeMy WebLinkAbout2015-12-02 PACKET 04.H. REQUEST OF CITY COUNCIL ACTION COUNCIL AGENDA
MEETING ITEM # �
DATE 12/2/15 . �
PREPARED BY: Community Development Jennifer Levitt
ORIGINATING DEPARTMENT STAFF AUTHOR
* * * * * * * * * * * * * � * * * * * * :� * * * * * * * * * * * � * * * * * * � � * * * * * � *
COUNCIL ACTION REQUEST:
Consider adopting a resolution approving the Master Partnership Contract with the Minnesota
Department of Transportation.
STAFF RECOMMENDATION:
Approve the request.
BUDGET IMPLICATION: $N/A $N/A N/A
BUDGETED AMOUNT ACTUAL AMOUNT FUNDING SOURCE
ADVISORY COMMISSION ACTION:
DATE REVIEWED APPROVED DENIED
❑ PLANNING ❑ ❑ ❑
❑ PUBLIC SAFETY ❑ ❑ ❑
❑ PUBLIC WORKS ❑ ❑ ❑
❑ PARKS AND RECREATION ❑ ❑ ❑
❑ HUMAN SERVICES/RIGHTS ❑ ❑ ❑
❑ ECONOMIC DEV. AUTHORITY ❑ ❑ ❑
❑ ❑ ❑ ❑
SUPPORTWG DOCUMENTS:
� MEMO/LETTER: Memo from Jennifer Levitt dated 11/20/15
� RESOLUTION: Draft
❑ ORDINANCE:
❑ ENGINEERING RECOMMENDATION:
❑ LEGAL RECOMMENDATION:
� OTHER: Master Partnership Contract
ADMINISTRATOR'S COMMENTS:
� � ..
�
�
�/ i ���� i0a�-��
City Administrator Date
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * � * * * * * * * * * * *
COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER
Cottage
� Grove
�here pride andProsperity Meet
TO: Honorable Mayor and City Council
Charlene Stevens, City Administrator
FROM: Jennifer Levitt, Community Development Director/City Engineer
DATE: November 20, 2015
RE: Master Partnership Contract with Minnesota Department of Transportation
Backg rou nd/Discuss ion
The Minnesota Department of Transportation (MnDOT) is proposing that the City of Cottage
Grove enter into a Master Partnership Contract with them. The Master Partnership Contract
provides a framework for MnDOT and local agencies to provide payment to each other for
services rendered. A few routine services are included in the contract and all other services are
accomplished through the execution of work orders.
MnDOT is requiring that a resolution be passed by the City Council authorizing its officials to
sign and execute the agreement on its behalf.
Recommendation
Adopt the resolution approving the Master Partnership Contract with the Minnesota Department
of Transportation.
RESOLUTION NO. 2015-XXX
RESOLUTION ENTERING INTO A MASTER PARTNERSHIP CONTRACT
WITH THE MINNESOTA DEPARTMENT OF TRANSPORTATION
WHEREAS, the Minnesota Department of Transportation 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 Cottage Grove,
County of Washington, State of Minnesota:
1. That the City of Cottage Grove enters into a Master Partnership Contract with the
Minnesota Department of Transportation, a copy of which was before the Council.
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 MnDOT, and that the City Engineer may execute such work order contracts
on behalf of the City of Cottage Grove without further approval by this Council.
Passed this 2nd day of December 2015.
Myron Bailey, Mayor
Attest:
Joe Fischbach, City Clerk
Resolution No. 2015-XXX
Page 2
Attest:
By:
Title:
Date:
MnDOT Agreement# 1002074
STATE OF MINNESOTA
AND
CITY OF COTTAGE GROVE
MASTER PARTNERSHIP CONTRACT
This master contract is between the State of Minnesota, acting tlu�ough its Commissioner of Transpoi�tation
hereinafter referred to as the"State"and the City of Cottage Grove, acting tluough its 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. Minn. Stat. § 161.20, subd.2,authorizes the Commissioner of Transportation to make ai7�angeinents 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 Minn. Stat. §160.02, subd.25.
4. Miml. Stat. § 161.39,subd. 1,authorizes a road authority to perform work for another road authority.
Such work inay inclttde providing technical and engineering advice,assistance and supervision,
surveying,preparing plans for the construction or reconstruction of roadways, and performing roadway
maintenance.
5. Minn. Stat. §174.02, subd.6,authorizes the Commissioner of Transportation to enter into agreements
with other governmental entities for research and experiinentation;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 citizens of Minnesota.
6. Each pai�ty wishes to occasionally procure seivices fi�om the other party,which the parties agree will
enhance the efficiency of delivering governmental services at alllevels. This Master Partnership Contract
provides a fi•amework for the efficient handiing 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(uniess otherwise speci�ied herein)enter into a"Work Order"contracts.
7. Subsequent to the execution of this Master Partnership Conh•act,the parties may(but are not required to)
enter into"Work Order"contracts.These Work Orders will specify the work to be done,timelines for
completion,and compensation to be paid for the specific work.
8. The parties are entering into this Master Partnership Cont�act 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; Use of Worlc Order Contracts; Survival of Terms
1.1. Effective D�rte: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.
1.2. A party must not accept work under this Contract until it is fully executed.
1.3. Expiration Date. This Contract will expire on June 30,2017.
Page 1 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)
MnDOT Agreement# 1002074
1.4. Work Ortle��Contracfs. A work order contract inust be negotiated and executed(by both the State
and the Local Govermnent)for each particular engagement,except for Technical Services
provided by the State to the Local Governlnent as specified in Article 2. The work order contract
must specify the detailed scope of work and deliverables for that engageinent.A party must not
begin work under a work order until such worlc 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 undelstands 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,
1,5. Su��vival of Terms. The following clauses suivive the expiration or cancellation of this master
contract and all work order conh•acts: 12.Liability; 13. State Audits; 14. Government Data
Practices and I�itellectual Property; 17.Publicity; 18. Governing Law,Jurisdiction, and Venue;
and 22.Data Disclosure.All terms of this Master Contract will survive with respect to any Work
Order issued prior to the expiration date of the Master Contract.
1.6. Sample Worlt Ot•der.A sample work order contt•act is available upon request from the State.
2. Technical Services
2.1. Tecltnical Services include repetitive low-cost services routinely performed by the State for the
Local Government. These services may be performed by the State for the Local Government
without the execution of a work order,as these seivices are provided in accordance with
standardized practices and processes and do not require a detailed scope of work. Technical
services are limited to the following services:
2.1.1.Pavement Striping, Sign and Signal Repair,Bridge Load Ratings,Bridge and Structure
Inspections,Minor Bridge Maintenance,Minor Road Maintenance(such as guard rail repair
and sign knockdown repair),Pavement Condition Data,Materials Testing and Carcass
Removal.
2.1.2. Every other service not falling under the services listed in 2.1.1 will require a Work
Order contract.
2.2. The Loca1 Govermnent may request the State to pei�form Technical Services in an informal
manner, such as by the use of email,a purchase order,or by delivering materials to a State lab
and requesting testing. A request may be made via telephone,but will not be considered accepted
unless acicnowledged in writing by the State.
23. The State will promptly inforin the Local Goveriunent if the State will be unable to perform the
requested Technical Services. Otherwise,the State will perform the Teclmical Services in
accordance with the State's normal processes and practices,including scheduling practices taking
into account the availability of State staff and equipment.
2.4. Payment Basis. Unless otherwise agreed to by the parties prior to performance of the services,
the State will charge the Local Govermnent the State's then-current rate for performing the
Technical Services. The then-current rate may include the State's normal and customaiy labor
additives.The State will invoice the Local Govermnent upon completion of the services, or at
regular intervals not inore than once monthly as agreed upon by the parties.The invoice will
provide a summary of the Technical Services provided by the State during the invoice period.
3. Services Requiring A Work Order Contract
3.1. Worlr Order Contracts:A party may request the other party to perform any of the following
services under individual work order contracts.
Page 2 of 14
CM Master Partnership Contract(CM Rev.10/OSl2015)
MnDOT Agreement# 1002074
3.2. Professiottrrl artd Tecltnical Services. A party may pr•ovide professional and technical services
upon the request of the other party.As defined by Miim. Stat. §16C.08,subd. 1,
professional/technical 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, sm�veying,foundation recommendations and reports,environmental
documentation,right-of-way assistance(such as perfoi7ning appraisals or providing relocation
assistance,but excluding the exercise of the power of eminent domain),geomeh•ic 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 pai-�y's
professional/technical services may also include hiring and managing outside consultants to
perform work provided that a party itself provides active project management for the use of such
outside consultants.
3.3. Rotrdwtry Maiftte�zance.A party may provide roadway maintenance upon the request of the other
pat�ty.Roadway maintenance does not include roadway reconstruction.This work may include
but is not limited to snow removal, ditch spraying,roadside mowing,bituminous mill and overlay
(only sinall projects), seal coat,bridge hits,major retaiuing wall failures,major drainage failures,
and inessage painting. All services must be performed by an employee with sufficient skills,
training,expei�tise or cei�tification to perform such work,and work must be supervised by a
qualified employee of the party performing the work.
3.4. Constructiorr 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,
pedesh•ian or bicycle pathway, lighting and signal systeins,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 Pat•ty may administer outside conh•acts 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
conh�act administration services must be performed by an employee with sufficient skills,
training,expertise or certification to perform such work.
3.5. Emergency Services. A party may provide aid upon request of the other party in the event of a
man-made disaster,natural disaster or other act of God,Emergency services includes all those
services as the parties mutually agree are necessary to plan for,prepare for, deal with, and recover
fi•om einergency situations. These services include,without limitation,planning, engineering,
consh�uction,maintenance,and removal and disposal services related to things such as road
closures,h•affic control,debris t•emoval, flood protection and mitigation,sign repair,sandbag
activities and general cleanup. Work will 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 party performing the work.If it is not feasible to have an executed
work order prior to performance of the work,the pai�ties will proinptly confer to determine
whether work may be commenced without a fully-executed work order in place. If work
commences without a fully-executed work order,the parties will follow up with execution of a
work order as soon as feasible.
3.6, 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
Page 3 of 14
CM Master Partnership Contract(CM Rev.10/05/2015)
MnDOT Agreement# 1002074
project/engagement,although"on call"work orders may be prepared for certain types of services,
especially for"Technical Services"items as identified section 2.1.2.The work order will also
identify specific deliverables required,and timefi•ames for completing work.A work order must
be fully executed by the parties prior to work being commenced. The Local Govermnent will not
be paid for work perfoi7ned prior to execution of a work order and authorization by the State.
4. Responsibilities of the Providing Party
The party requesting the work will be referred to as the"Requesting Pai�ty"and the party performing the
work will be referred to as the"Providing Party."Each work order will set forth particular requirements
for that proj ect/engagement.
4.L Terms Applicable to ALL Worlr Oi�rlers. The terms in this section 4.1 will apply to ALL work
ordeis.
4.1.1. Each work order will identify an Authorized Representative for each pai�ty. 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.
4.1.2. The Providing Party will fut•nish and assign a publicly employed licensed engineer
(Project Engineer),to be in responsible charge 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 t•esponsible employee to be
in charge of the project.The services of the Providing Pat•ty 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 Pai�ty fi•om its primary responsibility for the work.
4.1.3. 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 Minn.
Stat. Section 16139. The work order may require the Local Government to deposit
payment in advance or may,at the State's option,permit payment in arrears. If the State
furnishes the services requested,the Local Govermnent will promptly pay the State to
reimburse the state trtulk highway filnd for the full cost and expense of furnishing such
seivices. The costs and expenses will include the current State labor additives and
overhead rates,subject to adjustinent based on achial direct costs that have been veri�ed
by audit.
41.4. Only the receipt of a fully executed work order contract authorizes the Providing Party to
begin work on a project.Any and all effoi�t, 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.
4.1.5. In connection with the perfoi•mance 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 Party will require and cause its
contractors and subcontractois to comply with all Federal and State laws and regulations.
4.2. Adtlztional Terms for Roathvay Maintenance. The terms of section 4.1 and this section 4.2 will
apply to all work orders for Roadway Maintenance.
4.2.1. 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.
Page 4 of 14
CM Master Partnership Contract(CM Rev.10/OSl2015)
MnDOT Agreement# 1002074
4.2.2. The Providing Party must perform maintenance in accordance with MnDOT maintenance
manuals,policies and operations.
4.2.3. 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.
43. Additiottal Terms for Corrstructiof�Administration. The terins of section 4.1 and this section 4.3
will apply to all work orders for construction administration.
4.3.1. Contract(s)must be awarded to the lowest responsible bidder or best value proposer in
accordance with state law.
43.2. Contractor(s)must be required to post payment and pei�formance 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.
433. Conh•actor(s)must be required to perform work in accordance with the latest edition of
the Minnesota Department of Transportation Standard Specifications for Construction.
4.3.4. For work pet�formed on State right-of-way,contractor(s)must be required to indemnify
and hold the State harmless against any loss incurred with respect to the performance of
the conh•acted work,and must be required to provide evidence of insurance coverage
commensLu�ate with project risk.
43.5. Contractor(s)must pay prevailing wages pursuant to applicable state and federal law.
4.3.6. Contractor(s)must comply with all applicable Federal,and State laws,ordinances and
regulations,including but not li�nited to applicable hiunan rights/anti-discrimination laws
and laws concerning the participation of Disadvantaged Business Enterprises in federally-
assisted contracts
4.3.7. Unless otherwise agreed in a Work Order,each pai�ty wili be responsible for providing
rights of way,easement,and construction permits for its portion of the
improvements. Each party will,upon the other's request,fiirnish copies of right of way
certificates,easeinents,and construction permits.
4.3.8. 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.
4.3.9. 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 necessaiy. The Local Government will
tender the processing and defense of any such claims to the State upon the State's
request.
4.3.10. The Local Govermnent must coordinate all trunk highway work affecting any utilities
with the State's Utilities Office.
4.3.11. The Providing Party must coordinate all necessary detours with the Requesting Party.
4.3.12. If the Local Government is the Providing Party,and there is work performed on the trunk
highway right-of-way,the following will apply:
43.12,1 The Local Government will have a permit to perform the work on the trunk
highway. The State may revoke this permit if the work is not being performed
in a safe,proper and skillfill manner,or if the contractor is violating the terms
of any law,regulation, or permit applicable to the work. The State will have no
Page 5 of 14
CM Master Parinership Contract(CM Rev.10/OSl2015)
MnDOT Agreement# 1002074
liability to the Local Government,or its contractor, if work is suspended or
stopped due to any such condition or concern.
43.12.2 The Local Government will require its contractor to conduct all h�affic control
in accordance with the Minnesota Manual on Uniform Traffic Control Devices.
4.3.12.3 The Local Government will require its contractor to comply with the terms of
all permits issued for the project including,but not limited to,NPDES and
other environmental permits.
4.3.12.4 All improveinents constructed on the State's right-of-way will becoine the
propei�ty of the State.
5. Responsibilities of the Requesting Party
5.1. After authorizing the Providing Party to begin work,the Requesting Party will filrnish any data or
material in its possession relating to the project that may be of use to the Providing Party in
performing the work.
5.2. All such data fi�rnished to the Providing Party will remain the properry of the Reqllesting 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 requirelnents of the Milmesota Govermnent
Data Practices Act and other applicable law).
5.3. 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 proj ect affected.The
Providing Pai�ty 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
fiu•nishing data will not be considered justification for an adjustment in compensation.
5.4. The State will pt•ovide to the Local Government copies of any Trunk Highway fund clauses to be
inchided 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 consh•uction.
5.5. 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 coinpleted in accordance with the work order contt•act,
the Requesting Party will proinptly release any remaining funds due the Providing Party fot•the
Proj ect(s).
5.6. The work order contracts may include additional responsibilities to be completed by the
Requesting Party.
6. Time
In the performance of project work under a work order contract,time is of the essence.
7. Cotzsideration and Payment
7,1. Cotasideratiott. The Requesting Party will pay the Providing Party as specified in the work order.
The State's normal and customary labor additives will apply to work performed by the State,
unless otherwise specified in the work order. The State's normal and customary labor additives
will not apply if the parties agree to a"lump suin"or"unit rate"payment.
7.2. State's Maxz»aum Obligntion. The total compensation to be paid by the State to the Local
Government under all work order contracts issued puisuant to this Master Contract will not
exceed$100,000.00.
Page 6 of 14
CM Master Partnersliip Contract(CM Rev. 10/OSl2015)
MnDOT Agreement# 1002074
73. Travel Expenses. It is anticipated that all tra�el 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 Pat�ty will not be sepat•ately reimbursed for h�avel and subsistence expenses incurred
by the Providing Party in performing any work order contract. In those cases where the State
agrees to reimburse travel expenses, such expenses will be reimbuised in the same manner and in
no greater amount than provided in the current°MnDOT Travel Regulations"a copy of which is
on file with and available fi�om the MiiDOT District Office. The Local Government will not be
reimbuised for travel and subsistence expenses incurred outside of Minnesota unless it has
received the State's prior written approval for such travel.
7.4. Payment.
7.4.1. Generrtlly. The Reqtresting Pu��ty will pay the Providing Party as specified in the
applicable work order, and will malce prompt payment in accordance with Minnesota law.
7.4.2. Payment by tlie Local Government.
7.4.2.1. The Local Government will make payment to the order of the Commissioner of
Transportation.
7.4.2.2. IMPORTANT NOTE: PAYMENT MUST REFERENCE THE"MNDOT
CONTRACT NUMBER" SHOWN ON THE FACE PAGE OF THIS
CONTRACT AND THE"INVOICE NUMBER"ON THE INVOICE
RECEIVED FROM MNDOT.
7.4.23.Remit payment to the address below:
MnDOT
Attn: Cash Accounting
RE:MnDOT Contract Number 1002074 and Invoice Number######
Mail Stop 215
395 John Ireland Bivd
St.Paul,MN 55155
7.4.3. Payment by tlte State.
7.4.3.1. Gener�ally. 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. I�ivoices
must be submitted as specified in the applicable work order,but no more
frequently than monthly.
7.43.2.Retainage fo��Pt�ofessional and Teclznical Services. For work orders for
professional and technical seivices,as required by Minn. Stat. § 16C.08,subd.
2(10),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 fttlfilled all the terms of the work order contract.
8. Conditions of Payment
All work performed by the Providing Pat�ty 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.
Page 7 of 14
CM Master Partnership Contract(CM Rev.]0/OS/2015)
MnDOT Agreement# 1002074
9. Local Government's Authorized Representative and Project Manager;Authority to Execute Work
Order Contracts
9.1. The Local Government's Authorized Representative for administering this master contract is the
Local Goverrunent'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.
9.2. The Local Government's Project Manager will be identified in each work order contract.
10. State's Authorized Representative and Project Manager
10.1. The State's Authorized Representative for this master contract is the Dish•ict State Aid Engineer,
who has the responsibility to monitor the State's performance.
10.2. The State's Project Manager will be identified in each work order contract.
11. Assignment,Amendments,Waiver,and Contract Complete
11.1. Assigtzment.Neither party inay 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
Assigmnent Agreement, executed and approved by the same pai�ties who executed and approved
this Master Contract,or their successois in office.
11.2. Amendments. Any amendment to this master contract or any worlc 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 oi•iginal contract,or their successors in office.
11.3. Waiver. If a party fails to enforce any provision of this inaster contract or any work order
contract,that failure does not waive the provision or the party's right to subsequently enforce it.
11.4. Co��tract Complete. This master contract and any work order conhact contain all negotiations and
agreeinents between the State and the Local Government.No other understanding regarding this
master contract or any work ordef•contract issued hereunder,whether-written or oral may be used
to bind either party. '
12. 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 Miml. Stat, chapter 466 and other applicable law. The State's
liability is governed by Minn. Stat. section 3.736 and other applicable law.Tlus clause will not be
construed to bar any legal remedies a party may ha�e for the other party's failure to fulfill its obligations
under this inaster contract or any work order contract.Neither party agrees to assume any environmental
liability on behalf of the other pai�ty.A Providing Party under any work order is acting only as a
"Contractor"to the Requesting Party,as the term"Contractor"is defined in Miml. Stat. §115B.03 (subd.
10),and is entitled to the protections afforded to a"Contractor"by the Minnesota Environmental
Response and Liability Act.The parties specifically intend that Minn. Stat. §471.59 subd. la will apply to
any work undertaken under this Master Contract and any work order issued hereunder.
13. State Audits
Under Minn. Stat. § 16C.05,subd. 5,the party's books,records,docuinents,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 years from the end of this
Master Contract.
14. Government Data Practices and Intellectual Property
Page 8 of 14
CM Master Parhiership Contract(CM Rev.10/OS/2015)
MnDOT Agreement# 1002074
141. Gover�7ment D�cta P�actices. The Local Government and State must comply with the Minnesota
Government Data Practices Act,Mimi. Stat. Ch. 13,as it applies to all data provided by the State
under this Master Contract and any work order contract,and as it applies to all data created,
collected,received,stored,used,maintained, or disseminated by the Local Government under this
Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply to
the release of the data referred to in this clause by either the Local Government or the State.
14.2. bztellectaral Property Rights
14.2.1. Intellectual Propei�ty Riglits. 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 marks in the Works and Documents created and paid for under
wot�k order•contracts. Works means all inventions,improvements,discoveries(whether
or not patentable), databases,coinputer programs,reports,notes, studies,photographs,
negatives, designs,drawings,specifications,materials,tapes,and disks conceived,
r•educed to practice, created or originated by the Providing Party,its employees, agents,
and stiibconh•actors,either individually or jointiy with others in the performance of this
master contract or any wot•k 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
Docttments must be immediately returned to the Requesting Party by the Providing Party
upon completion or cancellation of the work order contract. To the eatent 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 Govermnent 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 r•equest of the Requesting Party, execute all papers and
perform all other acts necessaiy to transfer or record the Requesting Party's ownership
interest in the Works and Documents.Notwithstanding the foregoing,the Requesting
Party grants the Providing Party an irrevocable and royalty-free license to use such
intellectual property for its own non-commercial purposes,including dissemination to
political subd.s of the state of Minnesota and to transportation-related agencies such as
the American Association of State Highway and Transportation Officials.
14.2.2. Obligations with Respeci to Intellectzral Property.
14.2.2.1. Notifrcation. Whenever any invention,improveinent,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 pei•formance of the work order contract,
the Providing Party will immediately give the Requesting Party's ALrthorized
Representative written notice thereof,and must promptly furnish the
Authorized Representative with complete inforrnation and/or disclosure
thereon.
14.2.2.2. Repr�esentation. The Providing Pai�ty 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.
15. Af�rmative Action
Page 9 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)
MnDOT Agreement# 1002074
The State intends to carry out its responsibility for requiring affu•mative action by its Contractors,
pursuant to Minn. Stat. §363A.36.Pursuant to that Statute,the Local Government is encouraged to
prepare and implement an affirinative action plan for the employinent of minority persons,woinen, and
the qualified disabled, and subinit such plan to the Commissioner of the Minnesota Department of Human
Rights. In addition,when the Local Goverrunent lets a contract for the perforinance of work under a work
order issued pursuant to this Master Contract,it must include the following in the bid or proposal
solicitation and any conh•acts awarded as a result thereof:
15.1. Cove��ed Contracts rn��l Contractors.If the Contract exceeds $100,000 and the Contractor
employed more than 40 fiill-time einployees on a single working day during the previous 12
months in Minnesota or in the state where it has its principle place of business,then the
Contractor must comply with the requirements of Minn. Stat. §363A36 and Mimi.R.Parts
5000.3400-5000.3600.A Contractor covered by Minn. Stat. § 363A.36 because it employed more
than 40 full-tiine employees in another state and does not have a certificate of compliance, must
certify that it is in compliance with federal affi�mative action requuernents.
15.2. Minn.Stat. �363A.36. Minn. Stat. § 363A.36 requires the Contractor to have an affirmative
action plan for the employment of lninority peisons,women,and qualified disabled individuals
approved by the Minnesota Cominissioner of Human Rights("Coinmissioner") as indicated by a
certificate of compliance. The law addresses suspension or revocation of a certificate of
compliance and contract consequences in that event.A conh�act awarded without a certificate of
compliance may be voided.
153. Mittn.R.Pnrts 5000.3400-5000.3600.
15.3.1. 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 cei�tificates 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.
15.3.2. Disabled Worke�•s. The Contractor inust comply with the following affirmative action
requirements for disabled woi•kers:
15.3.2.1. The Contractor must not discriminate against any employee or applicant for
einployment because of physical or mental disability in regard to any position
for which the einployee or applicant for employment is qualified. The
Contractor agrees to take affirinative action to employ,advance in
employment,and otherwise treat qualified disabled persons without
discrimination based upon their physical or mental disability in ali employment
practices such as the following: employment,upgrading, demotion or transfer,
t•ecruitment, advertising,layoff or termination,rates of pay or other forms of
compensation,and selection for training,including apprenticeship,
15.3.2.2. The Contractor agrees to comply with the rules and relevant orders of the
Minnesota Depat�tment of Human Rights issued pursuant to the Minnesota
Human Rights Act.
15.3.2.3. In the event of the Contractor's noncoinpliance with the requirements of this
clause,actions for noncompliance may be taken in accordance with Minn. Stat.
Section 363A.36,and the rules and relevant orders of the Minnesota
Page 10 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)
MnDOT Agreement# 1002074
Department of Human Rights issued pursuant to the Minnesota Human Rights
Act.
15.3.2.4. The Contractor agrees to post in conspicuous places, a�ailable to employees
and applicants for einployment,notices in a form to be prescribed by the
commissioner of the Minnesota Department of Human Rights. Such notices
imist state the Contractor's obligation under the law to take affirmative action
to employ and advance in employment qualified disabled employees and
applicants for einployment,and the t•ights of applicants and employees.
15.3,2,5. The Contractoi•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 terins of Minn. Stat. Section 363A36, of
the Mimiesota HLlman Rights Act and is committed to take affirmative action
to employ and advance in employment plrysically and inentally disabled
persons.
153.3. Co��seqzre»ces. 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.
15.3.4. Certifrcation. The Contractor hereby certifies that it is in compliance with the requirements
of Minn. Stat. § 363A36 and Miim.R.Parts 5000.3400-5000.3600 and is aware of the
consequences for noncompliance.
16. Worlcers' Compensation
Each party will be responsible for its own employees for any workers compensation claims. This Master
Contract,and any work ordeis issued hereunder, are not intended to constitute an interchange of
govermnent employees under Milm. Stat. §15.53.To the extent that this Master Contract,or any work
order issued hereunder,is determined to be subject to Mimi. Stat. §15.53, such statute will control to the
extent of any conflict between the Contract and the statute.
17. Publicity
17.1. Pcrblicity. 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 froin the State's Authorized Representative.For purposes of this
provision,publicity inchldes notices,informational patnphlets,press releases,research,repoi�s,
signs,and similar public notices prepared by or for the Local Govermnent individually or jointly
with others,or any sLibcontractors,with respect to the program,publications, or services provided
resulting from a work order contract.
17.2. D�tn P��acticesAct. Section 17.1 is not intended to override the Local Government's
responsibilities under the Minnesota Government Data Practices Act.
18. Governing Law,Jurisdiction,and Venue
Mimiesota law,without regard to its choice-of-law provisions, governs this master contract and all work
order conh�acts. Venue for all legal pt•oceedings out of this master conh•act or any work order contracts, or
the breach of any such contracts,must be in the appropt•iate state or federal court with competent
jurisdiction in Ramsey County,Minnesota.
19. Prompt Payment;Payment to Subcontractors
Page 11 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)
MnDOT Agreement# 1002074
The parties must make proinpt payinent of their obligations in accordance with applicable law. As
required by Miim. Stat. § 16A.1245,when the Local Government lets a contract for work pursuant to any
work order,the Local Goveriunent must require its contractor to pay all subcontractors,less any
retainage,within 10 calendar days of the prime contractor's receipt of payment from the Local
Government for undisputed services provided by the subcontractor(s)and must pay interest at the rate of
one and one-half percent per month or any pai�t of a inonth to the subcontractor(s)on any undisputed
amount not paid on time to the subcontractor(s).
20. Minn. Stat. § 181.59.The Local Government will comply with the provisions of Minn. Stat. § 181.59
which requires: Every conh•act 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 inaterials, supplies,or construction
shall coirtain provisions by which the Conh•actor agcees: (1)That, in the hiring of common or skilled
labor for the performance of any work under any contract, or any subcontract,no contr•actor,material
supplier, or vendor,shall,by r•eason of race,creed, or color,discriminate against the person or peisons
who are citizens of the United States or resident aliens who are qualified and a�ailable to perform the
work to which the employment relates;(2)That no contractor,material supplier,or vendor,shall,in any
manuer,discriminate against,or intiinidate,or prevent the employment of any person or persons
identified in clause(1)of this section,or on being hired,prevent,ar�conspire to prevent,the person or
peisons froin the performance of work under any conh�act on account of t•ace,creed,or coloi; (3)That a
violation of this section is a inisdeineanor; and(4)That this conh•act lnay be canceled or terminated by the
state, county,city,town,school board,or any other person authorized to grant the contracts for
employinent, 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.
21. Termination; Suspension
21.1. Te��minatiotr by tlte State for ConvenietTce. The State or commissioner of Administration inay
cancel this Master Contract and any work order contracts at any time,with or without cause,upon
30 days written notice to the Local Govertunent.Upon termination,the Local Government and
the State will be entitled to payment, determined on a pro rata basis,for services satisfactorily
performed.
21.2. Termi�crtion by the Loc�rl Gove��nnaent for Convenience. The Local Govermnent may cancel this
Master Conh•act and any work order contracts at any time,with or without cause,upon 30 days
written notice to the State.Upon termination,the Local Goverrunent and the State will be entitled
to payment, determined on a pro rata basis, for services satisfactorily perforined.
21.3. Ternzination fo��Insuffrcient Funding. The State may immediately terminate or suspend 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. Terinination or suspension must be by written or fax
notice to the Local Govermnent. The State is not obligated to pay for any services that are
provided after notice and effective date of termination or suspension.However,the Local
Government will be entitled to payment,detei7nuied on a pro rata basis,for services satisfactorily
performed to the extent that funds are available. The State will not be assessed any penalty if the
master contract or work order is terminated because of the decision of the Minnesota legislature
or other funding source,not to appropriate fiinds.The State must provide the Local Government
notice of the lack of funding within a reasonable tilne of the State's receiving that notice.
22. Data Disclosure
Under Minn. Stat. §270C.65,subd. 3,and othei°applicable law,the Local Government consents to
disclosure of its federal employer tax identification number, andlor Minnesota tax identification number,
already provided to the State,to federal and state tax agencies and state personnel involved in the
Page 12 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)
MnDOT Agreeinent# 1002074
payment of state obligations. These identification 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.
23. Defense of Claims and Lawsuits
If any lawsuit or claim is filed by a third pa��ty(inchiding blit not liinited to the Local Govermnent's
contractors and subcontractors), arising out of trunk highway work performed pursuant to a valid work
order issued under this Master Conh•act,the Local Government will,at the discretion of and upon the
request of the State,tender the defevse 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 perforinivg or supeivising the work.The Local Govermnent will not purport to
represent the State in any litigation, settleinent,or alternative dispute resohrtion 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 settleinent 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.
24. Additional Provisions
[The balance of this page has intentionally been left blank—signattu•e page follows]
Page 13 of 14
CM Master Partnership Contract(CM Rev.10/05/2015)
MnDOT Agreement# 1002074
LOCAL GOVERNMENT COMMISSIONER OF TRANSPORTATION
The Local Govermnent certifies that the
appropriate person(s)have executed the conh•act
on behalf of the Local Government as required
by applicable ordinance,resolution,or charter
provision.
By:
gy; (with delegated authority)
Title: Title Division Director
Date: Date:
COMMISSIONER OF ADMINISTRATION
By: As delegated to Materials Management Division
Title By:
Date: Date:
Page 14 of 14
CM Master Partnership Contract(CM Rev.10/OS/2015)