CR 08-025 Approve MnDOT Master Partnership ContractG~TY OF
NOPKINS
March 14, 2008 Council Report 2008-025
Approve MnDOT Master Partnership Contract
Proposed Action.
Staff recommends adoption of the following motion: Move that Council adopt
Resolution 2008-023 authorizing a Five (5) Year Master Partnership Contract
between the City of Hopkins and the Minnesota Department of Transportation.
Overview.
The Master Partnership Agreement provides for the exchange of services
between MnDOT and the City of Hopkins without the need for individual,
separate agreements. Approving the Master Partnership Agreement does not
authorize any work. Any work done under the Master Agreement is authorized
with a work order documenting the agreed-upon work tasks and price. The
Master Agreement essentially streamlines the process of requesting technical or
maintenance services from MnDOT.
The City has no anticipated need for MnDOT services at this time.
Su~portina information.
• Master Partnership Contract
• Sept 28, 2007 MnDOT Letter
• Resolution 2008-023
Steven J. Stadler, Public Works Director
Financial Impact: $ 0 Budgeted: N Source:
Related Documents (CIP, ERP, etc.):
Notes:
Mn/DOT Contract Number.
CFMS Contract No.
STATE OF MINNESOTA
AND CITL' OF HC)PKINS
MASTER PARTNERSHIP 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 HOl'h;1NS acting through it's t~'ity Council, hereinafter referred to as the
"Local Government".
Recitals
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. Minnesota Statues § ] 74.02 (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
citizens 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. VC/hen 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
l .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: 1 1. 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 Scope 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 party 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, especially for "routine roadway maintenance" items as identified section 2.1.2. The work order
will 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.
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 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 responsible employee to be in charge 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 161.39. Such
services may be covered by other technical service agreements. If the State furnishes the services
requested, the Local Government will promptly pay the State to reimburse the state trunk highway fund for
the full cost and expense of 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 alt 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 Party 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 loss incurred with respect to the performance of the contracted work, and must be
required to provide evidence of insurance coverage commensurate with project risk.
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 Party 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.
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. In 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 Local 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 'T'HIS 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
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6.4.3 Payment by the State.
6.4.3.1 Generally. T'he 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. Stat. § 16C.08, subd. 5(b), no more than 90 percent of the amount due
under any work order contract may be paid until the final product of the work order contract has been
reviewed by the State's authorized representative. The balance due will be paid when the State's
authorized 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.
8 Local Government's Authorized Representative and Project Manager; Authority to Execute Work Order
Contracts
8.1 The Local Government'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 Assignment. Neither party may assign or transfer any rights or obligations under this Master Contract or any
work order contract without the prior consent of the other and a fully executed Assignment Agreement,
executed and approved by the same parties who executed and approved this Master 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
Party-
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 bar any legal remedies a party may have for the other party's failure to fulfill its obligations under
this master contract or any work order contract. Neither party agrees to assume any environmental liability on
behalf of the other party. A Providing Party under any work order is acting only as a "Contractor" to the
Requesting Party, as the term "Contractor" is defined in Minnesota Statutes § 115B.03 (subd. 10), and is entitled
to the protections afforded to a "Contractor" by the Minnesota Environmental Response and Liability Act.
12 State Audits
Under Minn. Stat. § 16C.05, subd. 5, the party's books, records, documents, and accounting procedures and
practices relevant to any 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.
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. 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.
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
marks in the Works and Documents created and paid for under work order contracts. Works
means all inventions, improvements, discoveries (whether or not patentable), databases, computer
programs, reports, notes, studies, 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 Party 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 Notifccation. 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 solicitation and any contracts awarded as a result thereof:
14.1 Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more
than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the
state where it has its principle place of business, then the Contractor must comply with the requirements of
Minn. Stat. § 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. Scat. ~ 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 Contractor's 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.
Stat. § 363.073 and Minn. R. Parts 5000.340-5000.3600 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 individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from a work order contract.
16.2 Data Practices Act. Section 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 law, 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 wish 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 ali 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 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. Stat. § 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 l0
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. Stat. § 270.b6, 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
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.
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. If the Local Government lets a contract for professionaVtechnical 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: ain in the United States to the maximum extent possible.
[the balance of this page has intentionally been left blank]
t oi3rzoo~
CFMS Contract No.
T-Number
LOCAL GOVERNMENT
The Lokal Governrent certifies that the appropriate person(s)
have executed the contract on behalf of the Local Government as
required by applicable articles or bylaws.
By: _
Title:
Date:
By:
Title:
Date:
COMMISSIONER OF TRANSPORTATION
By:
(with delegated authority)
Title:
Date:
COMMISSIONER OF ADMINISTRATION
As delegated to Materials Management Division
By:
Date:
Mn/DOT Contract Management
As to form & execution
By:
Date:
l 0/3/2007 ~
y~'""or.
~Q
~! i;tri~~~,~E~~ i?~~t~.~r-~rFrtrit iif'1~ranspc~rtaticrn
39S John Ireland Blvd.
St. Paul, MN SS 1 SS
September 28, 2007
To: City Engineers
County Engineers
Local Units of Government
From: Julie Skallman, Division Direct
Robert Winter, Director
Operations Division
Subject: Mn/DOT Partnership Agreement
We are pleased to announce the continuation of "Master" Partnership Agreements between Mn/DOT and
counties, cities, and other political subdivisions. The first round of Master Partnership Agreements was
signed in November 2002, and expires at the end of their maximum five-year term as provided by state
law. Attached to this memo are agreement templates that will be used for a new five-year term.
This agreement emphasizes our continuing efforts to partner with cities, counties, and other political
subdivisions to deliver transportation-related services in the most efficient and effective manner possible.
The agreement ensures services we provide you will continue to be available in the future. Minnesota
Statutes § 174.02 authorizes Mn/DOT to enter into "partnership" agreements, and allows Mn/DOT'
districts and offices to receive reimbursement for the services they provide directly into their District
accounts.
Previously, you signed two different Master Partnership Agreements. One agreement provided a
mechanism for Mn/DOT to pay you, while the other agreement provided a mechanism for Mn/DOT to
receive payment from you. This updated agreement combines both of those elements into a single
document. Once signed, this next generation Master Partnership Agreement will replace those two prior
agreements. Any work in progress under a prior agreement will continue under that prior agreement until
the work is finalized or the new agreement is executed. The first work order agreement is being
customized to replace the old partnership agreements and should be executed along with the "new"
Master Partnership Agreement.
State Aid for Local Transportation
~r ;`
Richard Arnebeck, Director `l `
~:~r .
Engineering Services Division U
Mn/DOT Partnership Agreement
September 28, 2007
Page 2
In developing this new generation of Master Partnership Agreements, our intent is to have. a simple
process in place for standard fee for service agreements. With this in mind, the Master Partnership
Agreement attached reflects the following changes:
• This agreement can be used to both make and receive payments.
• The confusing "Path" designations from the prior Mn/DOT-payable agreement have been
eliminated -the services have been given a descriptive title rather than a generic "path" letter.
• The services are defined as "Professional and Technical Services", "Routine Maintenance", and
` "Contract Administration".
• There is now a single work order template, replacing the three previous work order templates,
which were specific to the "path" selected.
• The legal "boilerplate" is mostly unchanged; it has just been adjusted to be reciprocal (i.e. to
reflect that Mn/DOT may be either the payer or payee).
• The "standard" requirements applicable to each type of service have mostly been moved from the
master contract to the work order. The agreement writer may customize or supplement these
requirements as necessary for the specific project. This will insure that the most vital technical
information related to each project is contained in the work order.
• The goal is to have maximum flexibility. For example, two different types of services can now be
covered under a single work order.
The new partnership agreement is intended to include all the services that may be provided by Mn/DOT
or your organization without the need for many separate agreements. The Office Director and/or District
Engineer, as well as the local governmental agency, will have the authority to use it at their discretion.
Mn/DOT's Finance Division will be responsible for ensuring monies are documented and appropriate
budgets reimbursed.
This Master Contract will need to be approved by your local board/council (see attached sample
resolution), and must be sinned by at lust one local official with the a~.~thority to sign contracts. We do
not require signatures to be notarized. Please return three copies of the signed agreement along with a
copy of the County Board or City Council resolution to: Jan Ekern, 395 John Ireland Blvd. M.S. 700,
St. Paul, Minnesota 55155. When the State has fully executed the agreement, you will receive one
original for your files. When the agreement is fully executed and you want to request a service:
1. Contact the District State Aid Engineer. He/she will direct your request to a Mn/DOT project
manager.
2. Identify a project manager from your jurisdiction. Include hisJher name, phone, address, and
email with your request.
3. Work with Mn/DOT's project manager to verify the service, rate, timeframe, and any other
specifics necessary. Mn/DOT will generate a work order to document the agreed-upon work.
4. Schedule the work.
5. M+~/nnT vtirill lnvC>i~e vq,i~ »>risdic#ion a~_latterly.
_~ ~ -
Mn/DOT Partnership Agreement
September 28, 2007
Page 3
6. Upon receipt of invoice, promptly remit payment to the address below. Include the Mn/DOT
Contract Number found in the upper right corner of the agreement. Make check payable to
Commissioner of Transportation and submit it to: Minnesota Department of Transportation,
Attn: Cash Accounting, RE Mn/DOT Contract Number , 395 John Ireland Blvd., MS
215, St. Paul, MN 55155
We look forward to continuing our partnership to deliver the best products and services in the most
efficient manner for the citizens of Minnesota.
Attachments
Cc: Carol Molnau Lisa. Freese Tim Henkel Scott Peterson
Kevin Gray Mary Prescott Rick Kjonaas
Jim Cowrie District Engineers Office Directors
CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 2008-023
RESOLUTION AUTHORIZING MASTER PARTNERSHIP CONTRACT BETWEEN
THE CITY OF HOPKINS AND 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, Mn/DOT 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 Hopkins,
Minnesota that:
1. The City of Hopkins enter into a Master Partnership Contract with the Minnesota
Department of Transportation, a copy of which was before the Council.
2. The proper City officers are authorized to execute such contract and any amendments
thereto.
3. The Public Works Director or 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 Mn/DOT, and that the Public Works Director or City Engineer may
execute such work order contracts on behalf of the City without further approval by this
Council.
Adopted by the City Council of the City of Hopkins this 18th day of March 2008.
Eugene J. Maxwell, Mayor
ATTEST:
Terry Obermaier, City Clerk