HomeMy WebLinkAbout[08c] Master Agency Agreement
8(b/c)
Council Agenda Item
MEETING DATE: February 7, 2013
AGENDA ITEM: North Corridor/Agency Agreement
SUBMITTED BY: Engineering
BOARD/COMMISSION/COMMITTEE RECOMMENDATION:
PREVIOUS COUNCIL ACTION: The City has been working on finalizing the North Corridor Study and previously
the Council made a motion to suspend the study and focus development towards CR 2. The information was
forwarded to the APO and they have requested the Council reconsider.
BACKGROUND INFORMATION: Master Partnership Agreement is required if the City opts to partner with
MnDOT for resources. This is similar to the Joint Powers Agreement with have the area Cities, allowing for sharing
of resources both personnel and equipment. The Agreement does not bind the City to anything, it only allows for
sharing of resources. The current master agreement expired in December 2012 and the new agreement if
executed will go through June 30, 2017.
FINANCIAL IMPACT:
ATTACHMENTS: Request for Council Action
Agency Agreement
REQUESTED COUNCIL ACTION: Authorize the Mayor and Administrator to execute Resolution 2013-010
approving execution of the Master Agency Agreement with MnDOT.
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RESOLUTION 2013-010
RESOLUTION APPROVING THE AGENCY AGREEMENT
BETWEEN Mn/Dot and the City of St. Joseph
Whereas, the Minnesota Department of Transportation wishes to cooperate closely with local units of
government to coordinate the delivery of transportation services and maximize the efficient delivery of
such services at all levels of government; and
Whereas, MnDOT and local governments are authorized by Minnesota Statutes sections 471.59, 174.02,
and 161.20, to undertake collaborative efforts for the design, construction, maintenance and operation
of state and locate 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.
THEREFORE BE IT RESOLVED:
1.That the City Council of the City of St. Joseph enter into a Master Partnership Contract with
the Minnesota Department of Transportation, a copy of which was before the City Council.
2.That the Mayor and Administrator are authorized to execute such contract and any
amendments thereto.
3.That the City Administrator or City Engineer is authorized to negotiate work order contracts
to the Master Contract, which work order contracts, may provide for payment to or from
MnDOT, and that the City Administrator or City Engineer may execute such work order
contracts on behalf of the City without further approval of the City Council.
CITY OF ST. JOSEPH
By ______________________________
Rick Schultz, Mayor
By ______________________________
Judy Weyrens, Administrator
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MnDOT Agreement# 02638
STATE OF MINNESOTA
AND
CITY OF ST.JOSEPH
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"CITY OF ST.JOSEPH"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 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 §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. Expiration Date. 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
must 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 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 and Endorsement; 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 Services include repetitive low-cost services routinely performed by the State for the
Local Government. These services may be performed by the State for the Local Government
without the execution of a work order,as these 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 Testing and Carcass
Removal.
2.1.2. Every other service not falling under the services listed in 2.1.1 will require a Work
Order contract(If you have questions regarding whether a service is covered under 2.1.1,
please contact Contract Management).
2.2. The Local Government may request the State to perform Technical Services in an informal
marmer, 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 Government if the State will be unable to perform the
requested Technical 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 will charge 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 work provided 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.Roadway maintenance does not include roadway reconstruction. This work may include
but is not limited to snow removal, ditch spraying,roadside mowing, CRS-2 road oil,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 certification to 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 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.
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 party performing 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 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 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 Contract or 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 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.
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 State labor 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 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.
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. If the providing party is a Local Government,the Local Government will,without cost or
expense to the State,obtain all rights of way, easements,construction permits and any
other permits and sanctions that may be required in connection with the local and trunk
highway portions of the contract construction. Before payment by the State,the Local
Government will furnish the State with certified copies of the documents for rights of
way and easements,construction permits and other permits and sanctions required for
State cost participation construction covered under this Agreement.
4.3.8. The Providing Party may approve minor changes to the Requesting Party's portion of the
project work if such changes do not increase the Requesting Party's cost obligation under
the applicable work order.
4.3.9. The Providing Party will not approve any contractor claims for additional compensation
without the Requesting Party's written approval,and the execution of a proper
amendment to the applicable work order when 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:
4.3.12.1 The Local Government will have a permit to perform the work on the trunk
highway. The State may revoke this permit if the work is not being performed
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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
liability to the Local Government, or its contractor, if work is suspended or
stopped due to any such condition or concern.
4.3.12.2 The Local Government will require its contractor to conduct all traffic control
in accordance with the Minnesota Manual on Uniform Traffic Control Devices.
4.3.12.3 The Local Government will require its contractor to comply with the terms of
all permits issued for the project including,but not limited to,NPDES and
other environmental permits.
4.3.12.4 All improvements constructed on the State's right-of-way will become the
property of 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.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 fmds 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 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.
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.
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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$100,000.00.
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.
7.4. Payment.
7.4.1. 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.
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.
7.4.2.2. IMPORTANT NOTE:PAYMENT MUST REFERENCE THE"MNDOT
CONTRACT NUMBER"SHOWN ON THE FACE PAGE OF THIS
CONTRACT AND THE"INVOICE NUMBER"ON THE INVOICE
RECEIVED FROM MNDOT.
7.4.2.3.Remit payment to the address below:
MnDOT
Attn: Cash Accounting
RE: MnDOT Contract Number 02638 and 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 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.
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, 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.
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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.
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 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.
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 written or oral may be used
to bind either party.
12. Liability.
Each party will be responsible for its own acts and omissions to the extent provided by law.The Local
Government's liability is governed by 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.The parties specifically intend that Minnesota Statutes
§471.59 subdivision la will apply to any work undertaken under this Master Contract and any work order
issued hereunder.
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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 to examination by the parties and by the
State Auditor or Legislative Auditor,as appropriate, for a minimum of six years from the end of this
Master Contract.
14. Government Data Practices and Intellectual Property
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 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 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.
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
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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
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:
15.1. 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.
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
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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
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. § 363.073 and Minn.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.
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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
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 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).
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 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.
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
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.
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 pro rata 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 termination or suspension.However,the Local
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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. § 270.66, and other applicable law,the Local Government consents to disclosure of its
federal employer tax identification number, and/or Minnesota tax identification number,already provided
to the State,to federal and state tax agencies and state personnel involved in the payment of state
obligations.These 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 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.
24. Additional Provisions
[The balance of this page has intentionally been left blank—signature page follows]
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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:
By: (with delegated authority)
Title: Title Division Director
Date: Date:
COMMISSIONER OF ADMINISTRATION
By: As delegated to Materials Management Division
Title By:
Date: Date:
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Sample resolution
Whereas, The Minnesota Department of Transportation wishes to cooperate closely with
local units of government to coordinate the delivery of transportation services and
maximize the efficient delivery of such services at all levels of government; and
Whereas, MnDOT and local governments are authorized by Minnesota Statutes sections
471.59, 174.02, and 161.20, to undertake collaborative efforts for the design,
construction,maintenance and operation of state and local roads; and
Whereas: the parties wish to 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.
Therefore, be it resolved:
1. That the City/County/Other Local Government of enter into a
Master Partnership Contract with the Minnesota Department of Transportation, a
copy of which was before the[Board/Council].
2. That the proper[City/County/Other Local Government] officers are authorized to
execute such contract, and any amendments thereto.
3. That the[City/County/Other Local Government] Engineer/Title of Other Official
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/County/Other Local Government] Engineer/Title of Other Official
may execute such work order contracts on behalf of the City/County/Other Local
Government of without further approval by this [Board/Council].
Approved this day of , 201_
Attest:
By:
Title:
Date:
Sample Resolution(Rev. 07/25/12)
MnDOT Agreement/I: Multiple
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PROFESSIONAL/TECHNICAL
MASTER CONTRACT CERTIFICATION FORM
Instructions:
I) Complete this form for all Master Professional/Technical(P/T)Services Contract programs.
2) Submit this form to your Agency Contract Coordinator to obtain Department of Administration
approval.
3) No work orders may be issued until a master contract program has been approved and master
contracts are fully executed.
Department: Transportation(MnDOT) Division: State Aid
Estimated Cost of the Master Contract Program: $5 million Source of Funds:Trunk Highway Fund
(it is anticipated that individual master contracts will be capped
at$250,000.)
* Master Contract Program Period: Master Contracts executed to start between.July 2012 and July 2013 and each
Master Contract will be for a term of five years.
*The term of the original master contract program must not exceed two years unless the commissioner of
Administration determines that a longer duration is in the best interest of the state.The total contract term
cannot exceed five years.Minn.Stat. § 16C.08, subd.3 (5). If the original contract length longer than two years is
required,please write a justification below:
This master contract program is for local government assistance with projects within the territorial jurisdiction of the
local government.Since competitive solicitation procedures aren't feasible for such assistance,running a master
contract for as long as possible will reduce the administrative burden for both the state and the local governments;
BACKGROUND
Nature of Master Contract Program-MnDOT will enter into"master" partnership agreements with local
governments,pursuant to Minn. Stat. Sections 174.02,and 161.20(copies attached).These agreements will allow
MnDOT to pay local governments to perform certain work related to design,construction,maintenance,and
improvement of trunk highways(and vice versa). MnDOT anticipates Master Contracts with each county,and
some cities—estimated total of 175 contracts.
This is a renewal of a program MnDOT has had in place for several years.There are three major factors are
driving the need for this program. First,MnDOT staff reductions,as well as flat gas tax revenues,require us to
work cooperatively with local governments to most effectively utilize the expertise of both state and local staff.
Second, in many cases, local government personnel are more readily available to work on projects, which
translate into shorter turnaround times,and better overall service to the public.Third,MnDOT has certain
expertise and equipment and can help local governments complete some tasks they cannot perform with their own
forces.
This program will involve the following categories of work:
1) The local government provides professional/technical services.The local government will provide staff to
perform professional and technical services, which could include(by way of example and without
limitation)roadway design, public involvement processes,and construction inspection and
administration,This work could also include project management,which may involve the local
government hiring and managing sub consultants to perform such work.Often, local governments can
combine trunk highway work with their local projects(e.g. including a section of a trunk highway in the
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design of a county road mill and overlay design project), making such work much more coordinated and
efficient. MnDOT may also perform similar services for the local government on a reimbursable basis
(see number 5 below).
2) The local government provides maintenance services.The local government will provide staff resources
to perform such work as repairing sign knockdowns, fixing damaged guardrails,filling potholes,or
removing animal carcasses. in many places,county and city forces have a greater presence on the roads,
and are able to deal with these situations more quickly than having to dispatch a MnDOT crew from a
distant truck station.This also frees up MnDOT staff to focus on needs to which the expertise and
equipment of state forces is better-suited. MnDOT may also perform similar services for the local
government on a reimbursable basis(See number 5 below).
3) The local government lets and manages construction contracts. The local government will provide more
or less"turnkey" construction projects(subject to normal MnDOT reviews and approvals)on the trunk
highway system,by combining state work with local work. For example, if a county has a mill and
overlay project on a county road, MnDOT might request that it add a section of nearby trunk highway,so
that the county will let a single contract including both the county and the state projects.This coordinates
and delivers projects more efficiently and with less disruption to the traveling public.This also helps
allocate work to the party(local or state)with the expertise most suited to the project. MnDOT may also
perform similar services for the local government on a reimbursable basis(see number 5 below).
4) The parties will agree to cooperate and share equipment and personnel in the event of an emergency.
Having this mutual-aid agreement in place will allow the parties to collect from the Federal Emergency
Management Agency reimbursement for emergency response.
5) There will also be a "receivable"component to the contract,which will provide a mechanism for MnDOT
to receive payment for performing similar services for local governments.
Product or Result of Work Order Contracts
The product or result will depend on the `category of work, but includes(by way of example and without
limitation)materials testing, bridge inspection, roadway design plans,management of the public involvement
process and related administrative work, construction inspection and administration,repairing damaged signs and
guardrails,and performing work such as seal-coating or mill and overlay on trunk highways in conjunction with
local projects.
Other Methods Considered (Examples:In House, Other Divisions or Offices; Other Slate Agencies)
The primary alternatives are use of MnDOT staff and outside contractors. Other state agencies do not have the
expertise or equipment to deliver transportation projects, but local governments do.As noted above, this effort is
driven by the need to work more closely with local governments to ensure that that state and local resources are
used most effectively to deliver a"seamless"transportation system to the public.
Pursuant to Minn.Stat.§16C.08,subdivisions 2 and 3,provide the following:
1) Describe how the proposed master contracts are necessary and reasonable to advance the statutory mission of
your agency;
These contracts are related to the design and construction of projects on the trunk highway system,and
maintenance of those highways.The Commissioner of Transportation is required by constitution and statute to
construct,operate,and maintain the trunk highway system,and is authorized by statute to contract for those
purposes.The Commissioner is further authorized to provide assistance to local governments for their local road
systems.
2) Describe your plan to notify firms or individuals who may be available to perform the services called for in the
solicitation other than advertising in the State Register or on the MMD website;and
These contracts will be offered to local governments based on needs determined by individual MnDOT districts
•
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in cooperation with the local governments in that district. Since each contract will be limited to the territorial
jurisdiction of the applicable local government,a competitive solicitation cannot reasonably be performed.
3) Describe the performance measures or other tools that will be used to monitor and evaluate master contract
performance and how the results of the work will be used.
The work will be used to design,construct and maintain the trunk highway system. MnDOT will use its standard
performance review at the completion of each work order. In addition, this work will ultimately factor into the
performance measures that are published at:
http://www.accountabilitv.state.mn.us/Departments/Transportation/index.htm.
MASTER CONTRACT PROGRAM INFORMATION
The following information is required before the Master Contract Program will be approved. Attach additional
sheets if necessary.The Department of Administration has final approval of all Master Contract Programs.
1. How will the master contracts be structured to meet the agency's needs?
Example: by region, by county,by successful contractor?
Contracts will be limited to the territorial jurisdiction of the local government.
2. Describe how the agency proposes to distribute work fairly to the contractors that have master contracts?
Give specific details on how the agency will rotate work to the contractors.
Examples: $0-$5,000-Agency Discretion, $5,000-$25,000-receive 3 written proposals,$25,000+
solicit to all on contract.OR create a list of all contractors,and then work is distributed evenly down the
list as work is needed.
Since the contracts are limited to the territorial jurisdiction of the local government,there will be no rotation
or solicitations used to award individual work orders.
3. What do you propose is the maximum state obligation under a work order contract?
Example:No work order contract may exceed$100,000.
No work order may exceed$175,000.00.
•
4. What do you propose are the required number of signatures for work order contracts?
2(contractor/agency)plus encumbrance
X 3 (contractor/agency/Administration)plus encumbrance.
Guidelines If the work specified in the master contract is very detailed and the work order requires very
little additional information the work order will require only two signatures. Example a court reporter's
product is defined by the master contract,the work order states the date,time,and place for the services.
If a master contract gives vague descriptions of the work to be done,such as building construction
designs,the work order contract will be required to have three signatures.Generally,all work orders
exceeding$100,000 will require three signatures.
5. Will other state agencies be allowed to use these contracts? Yes X No
If so, how will they report usage to the issuing agency?
The issuing agency must track work order contracts so that the total amount paid to a contractor does not
exceed the master contract dollar total.
CERTIFICATIONS
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Agency Certifications Pursuant to Minn. Stat. I 6C.08, 1 certify:
1. No state employee is (a)able and(b)available to perform the services called for by the contract
A. How did you reach this conclusion:
As stated above,this is part of an effort to utilize Mn/DOT staff in the most effective; manner,by
working cooperatively with local governments.This arrangement will allow the parties to allocate work
to the party with the resources {i.e. specialized training and equipment)most suited to performing the
work,and to have "common" projects to be combined and administered by one entity to increase the
effectiveness of both entities(and minimizing disruptions,such as multiple detours,experienced by the
public). For Professional/Technical services,this will generally be an"overflow"mechanism when State
employees are fully booked with work.
B. List other methods considered for accomplishing the work./Example:In-house,other divisions
or offices,other state agencies.]
The primary alternatives are use of MnDOT staff and outside contractors.Other state agencies do not
have the expertise or equipment to deliver transportation projects,but local governments do.As noted
above, this effort is driven by the need to work more closely with local governments to ensure that that
state and local resources are used most effectively to deliver a"seamless"transportation system to the
. public.Given staff reductions from uncontrollable forces such as retirements,as well as the flattening of
gas tax revenues,adding staff to perform this work is not practicable at this time.
2. The normal competitive bidding mechanisms(low bid)will not provide for adequate performance of the
service.
3. Reasonable efforts will be made to publicize the availability of the contract to the public.
MnDOT's State Aid office and District State Aid Engineers will be responsible for promoting this
program to the local governments.Any local government will be allowed to participate if the MnDOT
district(working cooperatively with its local governments)determines there is sufficient need.
4. The agency will develop and implement a written plan providing for the assignment of specific agency
personnel to manage the contract, including a monitoring and liaison function, the periodic review of
interim reports or other indications of past performance, and the ultimate utilization of the final product
of the services.
The following person(s)has/have been assigned to manage the contract as well as monitor and act as
liaison for the contract Rick Kjonaas,651-366-3802,rick.kjonaas a,state.mn.us,MnDOT,State Aid
Office,395 John Ireland Blvd, MS:500,St Paul, MN 55155. [MnDOT District State Aid Engineers will
be responsible for the contracts with the local governments within their districts.]
5. No one in or on behalf of the agency will authorize the contractor to begin work before the contract is
f dly executed unless an exception has been granted by the Commissioner of Administration under Minn.
Stat. §16C.05, subd. 2a and funds are filly encumbered.
6. The contract will not establish an employer-employee relationship between the state or the agency and
any person performing under the contract.
7. In the event the results of the contract work will be carried out or continued by state employees upon
completion of the contract, the agency will require the contractor to include state employees in
development and training, to the extent necessary to ensure that after completion of the contract, state
employees can perform any ongoing work related to the same function.
8. No current state employee will engage in the performance of the contract.
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9. Reasonable efforts will be made to avoid conflicts of interest throughout the selection and performance of
this contract. All potential or actual conflicts of interest will be reported to MMD.
10. The agency will not contract out its previously eliminated jobs for jour years without first considering the
same former employees who are on the seniority unit layoff list who meet the minimum qualifications
determined by the agency.
The folio 'ng t -e ternal Approval signatures are for agency use;they are not required by MMD.
Activi an i .Kjonaas tate Aid for Local Transportation Data:
Z
Agency signature(required) '
Authorized Certification/Officer authorized to sign contracts: Date:
Julie Skallman,Director,State Aid Division C:14-5,D p,9,�,,,,a�,,,, 3 / i/10
Minnesota Office of Enterprise Technology review signature is required for contracts over$25,000 involving
information and communications technology.
Minnesota Office of Technology Reviewed(when applicable Date:
Not applicable.
Department of Administration signature(required)
Ma ' s anageXmeentDitoq/Pfofessional Technical Approval: Ne:, ..z.1 t--\-rA)3
MMD Cert# a Ct °LI
•
•
•
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