Res 2016-05 Authorizing Entering Master Partnership Cont w/MnDOT
RESOLUTION NO. 2016 - 05
RESOLUTION AUTHORIZING ENTERING INTO A MASTER PARTNERSHIP
CONTRACT WITH THE MINNESOTA DEPARTMENT OF TRANSPORTATION
(MNDOT AGREEMENT #1001357)
WHEREAS, The Minnesota Department of Transportation (MnDOT) wishes to cooperate
closely with local units of government to coordinate the delivery of transportation services and
maximize the efficient delivery of such services at all levels of government; and
WHEREAS, MnDOT and local governments are authorized by Minnesota Statutes sections
471.59, 174.02, and 161.20, to undertake collaborative efforts for the design, construction,
maintenance and operation of state and local roads; and
WHEREAS, the parties wish to 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 that the City of Fridley, Anoka County, Minnesota,
1.That the City of Fridley enter into a Master Partnership Contract with the Minnesota
Department of Transportation (MnDOT Agreement #1001357), a copy of which has been
presented along with this resolution to the City Council, and
2.That the Mayor and City Manager are authorized to execute said contract, and any
amendments thereto, and
3.That the City Engineer of the City of Fridley 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 of the City of Fridley may
execute such work order contracts on behalf of the City of Fridley.
PASSSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY
th
THIS 25 DAY OF JANUARY 2016.
_____________________________
ATTEST: SCOTT J. LUND - MAYOR
______ __
DEBRA A. SKOGEN - CITY CLERK
MnDOT Agreement #1001357
STATE OF MINNESOTA
AND
CITY OF FRIDLEY
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 Fridley,acting through 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.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 ofconstructing,
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.MinnesotaStatues §174.02 (subd. 6) authorizes the Commissioner of Transportation to enter into
agreements with other governmental entities for research and experimentation; for sharing facilities,
equipment, staff, data, or other means of providing transportation-related services; or for other
cooperative programs that promote efficiencies in providing governmental services, or that further
development of innovation in transportation for the benefit of the 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. When specific services are
requested, the parties will (unless otherwise specified herein) enter into a “Work Order” contracts.
7.Subsequent to the execution of this Master Partnership Contract, the parties may (but are not required to)
enter into “Work Order” contracts. These Work Orders will specify the work to be done, timelines for
completion, and 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; Use of Work Order Contracts; Survival of Terms
1.1.Effective Date:This contract will be effective on the date last signed by the Local Government,
and all State officials as required under Minn. Stat. § 16C.05, subd. 2.
1.2.A party must not accept work under this Contract until it is fully executed.
1.3.ExpirationDate.This Contract will expire on June 30, 2017.
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1.4.Work Order Contracts.A work order contract must be negotiated and executed (by both the State
and the Local Government) for each particular engagement, except for Technical Services
provided by the State to the Local Government as specified in Article 2. The work order contract
mustspecify 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 understands 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.Survival of Terms.The following clauses survive the expiration or cancellation of this master
contract and all work order contracts: 12. Liability; 13. State Audits; 14. Government Data
Practices and Intellectual 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 Work Order. A sample work order contract is available upon request from the State.
2.Technical Services
2.1.Technical Servicesinclude 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 services 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 Testingand 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 Local Government may request the State to performTechnical Servicesin 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 acknowledged in writing by the State.
2.3.The State will promptly inform the Local Governmentif the State will be unable to perform the
requestedTechnical Services.Otherwise, the State will perform the Technical 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 willcharge the Local Government the State’s then-current rate for performing the
Technical Services. The then-current rate may include the State’s normal and customary labor
additives.The State will invoice the Local Government upon completion of the services, or at
regular intervals not more than once monthly as agreed upon by the parties.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.Work Order Contracts:A party may request the other party to perform any of the following
services under individual work order contracts.
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3.2.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)
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, 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
professional/technical services may also include hiring and managing outside consultants to
perform workprovided that a party itself provides active project management for the use of such
outside consultants.
3.3.Roadway Maintenance. A party may provide roadway maintenance upon the request of the other
party.Roadwaymaintenance 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 small projects), seal coat, bridge hits, major retaining wall failures, major drainage failures,
and message painting. All services must be performed by an employee with sufficient skills,
training, expertise or certificationto perform such work, and work must be supervised by a
qualified employee of the party performing the work.
3.4.Construction Administration.A party may administer roadway construction projects upon the
request of the other party. Roadway constructionincludes (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.
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
from emergency situations. These services include, without limitation, planning, engineering,
construction, maintenance, and removal and disposal services related to things such as road
closures, traffic control, debris removal, 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 partyperforming the work.If it is not feasible to have an executed
work order prior to performance of the work, the parties will promptly 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
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project/engagement, although “on call” work orders may be prepared for certain types of services,
especially for “Technical Services” items asidentified 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 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 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.
4.1.Terms Applicable to ALL Work Orders. The terms in this section 4.1 will apply to ALL work
orders.
4.1.1.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 Contractor the work order.
4.1.2.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 servicesnot 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.
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
Minnesota Statutes Section 161.39. 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 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 Statelabor additives and
overhead rates, subject to adjustment based on actual direct costs that have been verified
by audit.
4.1.4.Only the receipt of a fully executed work order contract authorizes the Providing Party to
begin work on a project. Any and all effort, expenses, or actions taken by the Providing
Party before the work order contract is fully executed is considered unauthorized and
undertaken at the risk of non-payment.
4.1.5.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.
4.2.Additional Terms for Roadway 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.
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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.
4.3.Additional Terms for Construction Administration.The terms 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.
4.3.2.Contractor(s)must be required to postpayment 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.
4.3.3.Contractor(s)must be required to perform work in accordance with the latest edition of
the Minnesota Department of Transportation Standard Specifications for Construction.
4.3.4.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.
4.3.5.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 limited to applicable human 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 party will 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, furnish copies of right of way
certificates, easements, 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 workorder.
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 necessary. 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 Government 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:
4.3.12.1The 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 skillful manner, or if the contractor is violating the terms
of any law, regulation, or permit applicable to the work. The State will have no
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liability to the Local Government, or its contractor, if work is suspended or
stopped due to any such condition or concern.
4.3.12.2The Local Government will require itscontractor to conduct all traffic control
in accordance with the Minnesota Manual on Uniform Traffic Control Devices.
4.3.12.3The 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.
4.3.12.4All improvements constructed on the State’s right-of-way will become the
propertyof the State.
5.Responsibilities of the Requesting Party
5.1.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.
5.2.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).
5.3.The Providing Party will analyze all such data furnished by the Requesting Party. Ifthe 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.
5.4.The State will provide to theLocal 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.
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 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).
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.Consideration and Payment
7.1.Consideration.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 sum” or “unit rate” payment.
7.2.State’s Maximum Obligation.The total compensation to be paid by the State to the Local
Government under all work order contracts issued pursuant to this Master Contract will not
exceed$50,000.00.
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7.3.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 "MnDOT Travel Regulations” a copy of which is
on file with and available from the MnDOT 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.
Payment.
7.4.
7.4.1.Generally.The Requesting Partywill pay the Providing Party as specified in the
applicable work order, and will make prompt payment in accordance with Minnesota law.
7.4.2.Payment by the Local Government.
7.4.2.1.The Local Government will make payment to the order of the Commissioner of
Transportation.
IMPORTANT NOTE: PAYMENT MUST REFERENCE THE “MNDOT
7.4.2.2.
CONTRACT NUMBER” SHOWN ON THE FACE PAGE OF THIS
CONTRACTAND THE “INVOICE NUMBER” ON THE INVOICE
RECEIVED FROM MNDOT.
7.4.2.3.Remit payment to the address below:
MnDOT
Attn: Cash Accounting
RE: MnDOT Contract Number 1001357and Invoice Number ######
Mail Stop 215
395 John Ireland Blvd
St. Paul, MN 55155
7.4.3.Payment by the State.
7.4.3.1.Generally. The State will promptly pay the LocalGovernment 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.
7.4.3.2.Retainage for Professional and Technical Services.For work orders for
professional and technical services, as required by Minn. Stat. § 16C.08,
subdivision 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 fulfilled all the terms of the work order contract.
8.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.
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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 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.
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 District 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.Assignment.Neither party mayassign 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.
11.2.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.
11.3.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.
11.4.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 writtenor oralmay 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 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 orany 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.The parties specifically intend that Minnesota Statutes
§471.59 subdivision 1a 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, documents, and accounting procedures
and practices relevant to any work order contract are subject toexamination 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
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14.1.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.
14.2.Intellectual Property Rights
14.2.1.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 marksin 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 “worksmade 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 the Providing Party an irrevocable and royalty-free license to use such
intellectualproperty 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.
14.2.2.Obligations with Respect to Intellectual Property.
14.2.2.1.Notification.Whenever any invention, improvement, or discovery (whether or
not patentable) is made or conceived for the first time or actually or
constructively reduced to practice by the Providing Party, including its
employees and subcontractors, in the performance of the work order contract,
the Providing Party will immediately give the Requesting Party’s Authorized
Representative written notice thereof, and must promptly furnish the
Authorized Representative with complete information and/or disclosure
thereon.
14.2.2.2.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.
15.Affirmative Action
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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 theCommissioner 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:
.
15.1.Covered Contracts and ContractorsIf 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.
15.2.Minn. Stat. § 363A.36.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.
15.3.Minn. R. Parts 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 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.
15.3.2.Disabled Workers.The Contractor must comply with the following affirmative action
requirements for disabled workers:
15.3.2.1.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 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.
15.3.2.2.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.
15.3.2.3.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
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Department of Human Rights issued pursuant to the Minnesota Human Rights
Act.
15.3.2.4.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.
15.3.2.5.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.
15.3.3.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.
15.3.4.Certification.The Contractor hereby certifies that it is in compliance with the requirements
of Minn. Stat. § 363A.36 andMinn. R. Parts 5000.3400-5000.3600 and is aware of the
consequences for noncompliance.
16.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.
17.Publicity
17.1.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.
17.2.Data Practices Act.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
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 with competent
jurisdiction in Ramsey County, Minnesota.
19.Prompt Payment; Payment to Subcontractors
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The parties must make prompt payment of their obligations in accordance with applicable law. As
required by Minn. Stat. § 16A.1245, when the Local Government lets a contract for work pursuant to any
work order, the Local Government must require its contractor to pay all subcontractors, less any
retainage, within 10 calendar days ofthe 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).
20.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 availableto 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.
21.Termination; Suspension
21.1.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
30days 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.
21.2.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 prorata basis, for services satisfactorily performed.
21.3.Termination for Insufficient 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. Termination or suspension 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 terminationor suspension. However, the Local
Government will be entitled to payment, determined on a pro rata basis, for services satisfactorily
performed to the extent that funds are available. The State will not be assessed any penalty if the
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.
22.Data Disclosure
Under Minn. Stat. §270C.65, subd. 3, 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
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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 party (including but not limited to theLocal 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 thedefense 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 forany 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.
24.Additional Provisions
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LOCAL GOVERNMENT COMMISSIONER OF TRANSPORTATION
The Local Government certifies that the
appropriate person(s) have executed the contract
on behalf of the Local Government as required
by applicable ordinance, resolution, or charter
provision.
By:
(with delegated authority)
By:
Title:TitleDivision Director
Date:Date:
COMMISSIONER OF ADMINISTRATION
By:
As delegated to Materials Management Division
TitleBy:
Date:Date:
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