23-021 To Approve a Master Partnership Contract with the Minnesota Department of TransportationDocuSign Envelope ID: 34BBOOC9-D755-436E-B7C3-6E7108AOE488
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WHEREAS, The Minnesota Department of Transportation wishes to cooperate closely
with local units of government to coordinate the delivery of transportation services and
maximize the efficient delivery of such services at all levels of government; and
WHEREAS, , MnDOT and local governments are authorized by Minnesota Statutes
sections 471.59, 174.02, and 161.20, to undertake collaborative efforts for the design,
construction, maintenance and operation of state and local roads; and
WHEREAS, the parties wish to be able to respond quickly and efficiently to such
opportunities for collaboration, and have determined that having the ability to write "work
orders" against a master contract would provide the greatest speed and flexibility in
responding to identified needs.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SHOREWOOD, MINNESOTA AS FOLLOWS:
1 That the City of Shorewood enter into a Master Partnership Contract with
the Minnesota Department of Transportation, a copy of which was before
the Council.
2. That the proper City officers are authorized to execute such contract, and
any amendments thereto.
3. That the Public Works Director 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 Public Works
Director may execute such work order contracts on behalf of the City of
Shorewood without further approval by this Board.
Passed by the City Council of Shorewood, Minnesota this 27th day of February 2023.
DocuSign Envelope ID: 34BBOOC9-D755-436E-B7C3-6E7108AOE488
STATE OF MINNESOTA
MASTER PARTNERSHIP CONTRACT
This master contract isbetween the State ofMinnesota, acting through its Commissioner ofTransportation inthis
contract referred to as the "State" and the City of Shorewood, acting through its City Council, inthis contract referred to
asthe "Other Party."
Recitals
l. The parties are authorized to enter Into this contract pursuant to Minnesota Statutes, §§15.061 471.59 and 174.02.
2. Minn. Stat§ 161.20, subd. 2, authorizes the Commissioner of Transportation to make arrangements with and
cooperate with any governmental authority for the purposes of constructing, maintaining and improving the trunk
highway system.
3. Each party tothis contract ba"road authority" asdefined bvMinn. Stat §16002,subd.25.
4. Minn. Stat. § 161.39, subd. 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 orreconstruction ofroadways, and performing roadway maintenance.
5. Minn. Stat.§I74.D2,awbd.G,authorizes the Commissioner ofTransportation toenter into contracts 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 ofMinnesota.
6. Each party wishes to occasionally purchase services from the other party, which the parties agree will enhance the
efficiency ofdelivering governmental services at all levels. This Master Partnership Contract (MPQ provides a
framework for the efficient handling of such requests. This MPC contains terms generally governing the relationship
between the parties. When specific services are requested, the parties will (unless otherwise specified) enter into a
"Work Order" contracts.
7. After the execution of this MPC, 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.
0. The parties are entering into this MPC to establish terms that will govern all of the Work Orders subsequently issued
under the authority ofthis Contract.
Contract
1. Term of Master Partnership Contract; Use of Work Order Contrasts; Survival of Terms
1.1. Effective Date: This contract will beeffective onthe date last signed bythe Other Party, and all State
officials as required under Minn, Stat. § 16C.05, subd. 2. The Other Party must not begin work under this
Contract until ALL required signatures have been obtained and the Other Party has been notified inwriting
tobegin such work bythe Stmte'sAuthorized Representative.
1.3. Expiration Date. This Contract will expire onJune 30,2O27
1.3. Exhibits. Exhibit Aisattached and incorporated into this agreement.
1.4. Work Order Contracts. Awork order contract must be negotiated and executed (by both the State and the
Other Party) for each particular engagement, except for Technical Services provided bythe State tothe
Other Party asspecified inArticle 2.The work order contract must specify the detailed scope ofwork and
deliverables for that project. A party must not begin work under a work order until the work order is fully
Master Partnership Contract Template
omuSignsnvolop |D: 08AoE48
executed. The terms ofthis K8P[will apply toall work orders contracts issued, unless specifically varied 1n
the work order. The Other Party understands that this MPCisnot aguarantee ofany payments orwork
order assignments, and that payments will only be issued for work actually performed under fully -executed
work orders.
15. Survival mfTerms. The following clauses survive the expiration or cancellation of this master contract and all
work order contracts: 12.Liability; 19.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
MPC will survive with respect to any work order contract issued prior to the expiration date of the MPC.
1.6. Sample Work Order. Asample work order contract ioavailable upon request from the State.
1.7. Definition mf"Providing Party" and "Requesting Panty".For the purpose ofassigning certain duties and
obligations inthe MPC to work order contracts, the following definitions will apply throughout the MPC.
"Requesting Party" is defined as the party requesting the other party to perform work under a work order
contract. "Providing Party" is defined as the party performing the scope of work under a work order
contract.
2. Technical Services
2.1. Technical Services include repetitive low-cost services routinely performed 6vthe State for the Other Party.
|frequested and authorized bythe Other Party, these services may heperformed bythe State for the Other
Party without the execution ofowork order, asthese services are provided inaccordance with standardized
practices and processes and do not require a detailed scope of work. Exhibit A —Table of Technical Services
is attached.
2.1.2' Every other service not failing under the services listed in Exhibit A 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 Other Party may request the State to perform Technical Services in an informal manner, such asbythe
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.
23. The State will promptly inform the Other Party ifthe State will beunable toperform 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 Other Party the State's then -current rate for performing the Technical Services. The then -current
rate may include the State's normal and customary additives. The State will invoice the Other Party 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.
Services Requiring aWork 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.
3.2. Professional and Technical Services. A party may provide professional and technical services upon the
request ofthe other party. Aadefined byMinn. Stat. §1GC.UQ,sub0.1,professional/technical services
"meonasenviceothetareinte||ectuaiincharacter,indudingconsu|tation,ana|ysis,exa|uat|un,pnsdiction'
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 asincidental
to performing such services. Professional and technical services include (by way of example and without
limitation) cultural resources, engineering services, surveying, foundation recommendations and reports,
environmental documentation, right-of-way assistance (such as performing appraisals or providing
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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.
B.]. 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, 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 byanemployee with sufficient skills, training, expertise orcertification toperform such work,
and work must be supervised by a qualified employee of the party performing the work.
3.4. Construction Administration. Aparty 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, orrehabilitation ofmainline, shoulder, median, pedestrian orbicycle 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 tobecompleted |nconjunction with
local projects). All contract administration services must be performed by an employee with sufficient skills,
training, expertise prcertification 10perform such work.
3.5. Emergency Services, Aparty may provide aid upon request of the other party inthe event mfaman-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 aneed isidentified, the State and the Other Party will discuss the proposed work and the resources
needed toperform the work. |faparty desires toperform 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 belimited toone specific project/enBagemnentalthough "on call" work orders may beprepared
forcertain1ypesofserviceo,espedaUy0mr°Fechnica|Serv|mes"}temsasidendfiedsemt|mn2.1..Thevvorh
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 Other Party will not be paid for
work performed prior toexecution ofawork order contract and authorization bythe State.
4. Responsibilities of the Providing Party
4.1 Terms Applicable @oALL Work Order Contracts. The terms inthis section 4.1will apply toALL work order
4.1.1. Each work order will identify an Authorized Representative for each party. Each party's authorized
representative bresponsible for administering the work order, and has the authority tomake any
decisions regarding the work, and to give and receive any notices required or permitted under this
W1PCorthe 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 contract. For services not requiring an engineer, the Providing Party will
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furnish and assign another responsible employee to be in charge of the project. The services of the
Providing Party under a work order contract 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.
4.13. If the Other Party is the Providing Party, the Project Engineer may request in writing specific
engineering and/or technical services from the State, pursuant to Minn. Stat. Section 161.39. The
work order Contract will require the Other Party to deposit payment in advance. The costs and
expenses will include the current State additives and overhead rates, subject to adjustment based
onactual direct costs that have been verified byaudit.
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 |sfully executed are considered unauthorized and undertaken atthe risk ofnon'
payment.
4.1.S. In connection with the performance of this contract and any work orders issued, 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 contract 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.
4.1.2. 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 order contracts for construction administration.
4.3.1. Quntrards)must beawarded tothe lowest responsible bidder orbest value proposer inaccordance
with state law.
4.3.2. Conbactor(s)must berequired tupost payment and performance bonds inanamount equal tothe
contract amount. The Providing Party will take all necessary action to make claims against such
bonds inthe event ofany default bythe 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 contract, 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,
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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 contract.
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 contract when necessary. The Other Party will tender the processing and defense of any
such claims tothe State upon the State'srequest.
4.3.10. The Other Party 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 Other Party is the Providing Party, and there is work performed on the trunk highway right-of-
way,thefoUovvingeiUapp|y:
a. The Other Party 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 imviolating the terms ofany law, regulation, orpermit applicable tothe work. The
State will have no liability to the Other Party, or its contractor, if work is suspended or stopped
due toany such condition orconcern.
b. The Other Party will require its contractor tmconduct all traffic control inaccordance with the
Minnesota Manual onUniform Traffic Control Devices.
c The Other Party will require its contractor to comply with the terms of all permits issued for the
project including, but not limited to, National Pollutant Discharge Elimination System (NPDES)
and other environmental permits.
d. All improvements constructed on the State's right-of-way will become the property of the State.
S. Responsibilities of the Requesting Party
5.1. After authorizing the Providing Party tobegin work, the Requesting Party will furnish any data cxmaterial 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 todata retention requirements ofthe Minnesota Government Data Practices Act and other
applicable law).
S.]. 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 incompensation.
6.4. The State will provide todheOtherPadycopies ofany Trunk Highway fund clauses tobeincluded 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 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,
6.1. In the performance of project work under a work order contract, time is of the essence.
7. Consideration and Payment
5
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7.1. Consideration. The Requesting Party will pay the Providing Party as specified in the work order. The State's
normal and customary additives will apply to work performed by the State, unless otherwise specified in the
work order. The State's normal and customary additives will not apply if the parties agree tma"lump sum"
or"unit rate" payment.
7.3. State's Maximum Obligation. The total compensation to be paid by the State to the Other Party under all
work order contracts issued pursuant tothis K4PCwill not exceed $1,000,000.00
ll Travel Expenses. It is anticipated that all travel expenses will be included in the base cost of the Providing
Partysnervices and unless otherwise specifically set forth in an applicable work order contract, 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 Other Party 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 inaccordance with Minnesota law.
7.4.2. Payment by the Other Party,
e. The Other Party will make payment to the order of the Commissioner of Transportation.
b. IMPORTANT NOTE: PAYMENT MUST REFERENCE THE °K4ND8TCONTRACT NUMBER" SHOWN ON
THE FACE PAGE OF THIS CONTRACT AND THE "INVOICE NUMBER" ON THE INVOICE RECEIVED
FROM YNND[>T.
c. Remit payment tothe address below:
MnDOT
Attn: Cash Accounting
RE: KqnDQTContract Number 1O52765VV[XX]and Invoice Number:
(see note above)
Mail Stop 215
39SJohn Ireland Blvd
St. Paul, K4@SS1S5
7.4.3. Payment by the State.
a. Generally. The State will promptly pay the Other Party after the Other Party 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.
h. Retainagefor Professional and Technical Services. For work orders for professional and technical
services'uurequinedbyW1inn.Stet.y16C.O8,mubd.2(10),nomorethanyOpencentofthe
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'sauthorioed representative determines that the Other Party has
satisfactorily fulfilled all the terms ofthe work order contract.
8. Conditions ofPayment
8.1. All work performed bythe Providing Party under awork order contract must baperformed tothe
Requesting Party's satisfaction, as determined at the sole and reasonable discretion of the Requesting
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regulations. The Providing Party will not receive payment for work found by the Requesting Party to be
unsatisfactory orperformed in violation offederal orstate law.
9. State's Authorized Representative and Project Manager
9.1. The State's Authorized Representative for this master contract is the District State Aid Engineer, who has the
responsibility tomonitor the State'aperformance.
9.2. The State's Project Manager will be identified in each work order contract.
20, Other Party'xAuthorized Representative and Project Manager
10J. The Other Party's Authorized Representative for administering this master contract bthe Other Party's
Engineer, and the Engineer has the responsibility to monitor the Other Party'sperformance. The Other
Party's Authorized Representative is also authorized to execute work order contracts on behalf of the Other
Party without approval of each proposed work order contract byits governing body,
1I2. The Other Party'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 ortransfer any rights orobligations under this K8PCo,any work order
contract without the prior consent ofthe other and afully executed Assignment Contract, executed and
approved bythe same parties who executed and approved this MPC,ortheir successors inoffice.
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, ortheir successors inoffice.
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 orthe part9"sright to subsequently enforce it.
11.4. Contract Complete. This master contract and any work order contract contain all negotiations and contracts
between the State and the Other Party. Noother understanding regarding this master contract orany work
order contract issued hereunder, whether written or oral may be used to bind either party.
12.1. Each party will be responsible for its own acts and omissions to the extent provided by law. The Other
Party's liability is governed by Minn. Stat. chapter 466 and other applicable law. The State's liability is
governed by Minn. Stat. 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 Minn, Stat. §11513.03 (subd. 10), and is entitled to the
protections afforded to a "Contractor" by the Minnesota Environmental Response and Liability Act. The
parties specifically intend that Minn. Stat. §471.59 subd. la will apply to any work undertaken under this
W19[and any work order issued hereunder.
23. State Audits
13.1. Under Minn. Stat§1GC.O5 subd.5,the party'sbooks, 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 MPC,
14. Government Data Practices and Intellectual Property
14.1. Government Data Practices. The Other Party 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 MPC and any work
order contract, and as itapplies k»all data created, collected, received, stored, used, maintained, or
disseminated by the Other Party under this MPC and any work order contract. The civil remedies of Minn.
S1at.§13.00apply tothe release ofthe data referred tointhis clause hyeither the Other Party nrthe State.
14.2. Intellectual Property Rights
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14.2.2. 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 property 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 tpIntellectual Property.
a. Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is
made orconceived for the first time oractually orconstructively reduced topractice bythe
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.
b. 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 inand tothe Works and Documents.
15. Affirmative Action
15.1 The State intends to carry out its responsibilityfor requiring affirmative action by its Contractors, pursuant
to Minn. Stat. §363A.36. Pursuant to that Statute, the Other Party 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
Other Party lets a contract for the performance of work under a work order issued pursuant to this MPC, it
must include the following in the bid or proposal solicitation and any contracts awarded as a result thereof:
15.2. 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. Stut§363A.S6and Minn. R.Parts SOOU.34OD'5000.36OO.AContractor covered 6vMinn. Stat.§
363A.36because itemployed more than 4Ofull-time employees inanother state and does not have a
certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.
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KAnDOT Contract Number: 1O527GS
15.3. 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.
Acontract awarded without acertificate nfcompliance may bevoided.
15.4. Minn. R. Parts 5000.3400'5000.36G0.
15.41 General. Minn. R.Parts 60O8.34OO-SOOO.360Oimplement Minn. 5tat g353A.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
5OOD.342O-50O0.35OOand 5OOO.35S2-5000.3SS9.
15.4.2. Disabled Workers. The Contractor must comply with the following affirmative action requirements
for disabled workers:
a. 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 isqualified. The Contractor agrees totake affirmative action to
employ, advance in employment, and otherwise treat qualified disabled persons without
discrimination based upon their physical ormental disability inall 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.
b. 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.
c. |nthe event mfthe Contractor's noncompliance with the requirements of this clause, actions for
noncompliance may betaken |naccordance with Minn. Stat. Section 35]A.36,and the rules and
relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota
Human Rights Act.
d. The Contractor agrees to post in conspicuous places, available to employees and applicants for
employment, notices inaform tobeprescribed bythecommissionerofthe Minnesota
Department ofHuman 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 ofapplicants and employees.
e. The Contractor must notify each labor union or representative ofworkers with which it has e
collective bargaining agreement or other contract understanding, that the Contractor is bound by
the terms ofMinn. StaLSection 363A.36,ofthe Minnesota Human Rights Act and |scommitted
to take affirmative action to employ and advance in employment physically and mentally
disabled persons.
I5.4.I 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.
15.4.4. Certification, The Contractor hereby certifies that itis in compliance with the requirements ofMinn.
Stat. § 363A.36 and Minn. R. Parts 5000,3400-5000.3600 and is aware of the consequences for
noncompliance.
16. Workers' Compensation
wo
DocuSign Envelope ID: 34BBOOC9-D755-436E-B7C3-6E7108AOE488
MnDOTContract Number: 1US2765
16'1. Each party will be responsible for its own employees for any workers compensation claims. This K8PC,and
any work order contracts issued hereunder, are not intended to constitute an interchange of government
employees under K4inn.Stat. §1G.53.Tothe extent that this MPC,orany work order issued hereunder, is
determined to be subject to Minn. Stat. §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
vx,h1en approval from the Statc'sAuthorized Representative. For purposes ofthis provision, publicity
includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Other Party individually or jointly with others, or any subcontractors, with respect to
the program, publications, or services provided resulting from ework order contract.
17.2. Data Practices Act. Section 17.1 is not intended to override the Other Party's responsibilities under the
Minnesota Government Data Practices Act.
18. Governing Law, Jurisdiction, and Venue
18.1. 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 ofany such contracts, must heinthe appropriate state orfederal court with competent
jurisdiction inRamsey County, Minnesota.
19. Prompt Payment; Payment to Subcontractors
19.1. The parties mustmake prompt payment of their obligations in accordance with applicable law. As required
by Minn. Stat.§ 16A.1245,when the Other Party lets acontract for work pursuant to any work order, the
Other Party must require its contractor to pay all subcontractors, less any retainage, within 10 calendar days
nfthe prime contractor's receipt mfpayment from the Other Party for undisputed services provided bythe
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),
20.1. The Other Party will comply with the provisions of Minn. Stat. § 181.59 which requires: Every contract for or
mnbehalf ofthe state mf Minnesota, orany county, dty, town, township, school, school district, orany other
district in the state, for materials, supplies, or construction shall contain provisions by which the Contractor
agrees: (1) That, inthe hiring ofcommon orskilled labor for the performance ofany 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 Umwhich 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 orcommissioner ofAdministration may cancel this
MPC and any work order contracts at any time, with or without cause, upon 30 days written notice to the
Other Party. Upon termination, the Other Party and the State will be entitled to payment, determined on a
pro ratabasis, for services satisfactorily performed.
21.2. Termination by the Other Party for Convenience. The Other Party may cancel this MPC and any work order
contracts at any time, with or without cause, upon 30 days written notice to the State. Upon termination,
IN
DocuSign Envelope ID: 34BBOOC9-D755-436E-B7C3-6E7108AOE488
MnDOT Contract Number: 1053765
the Other Party 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 orsuspend this K4PCand 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 Other Party. The State is not obligated to
pay for any services that are provided after notice and effective date of termination or suspension.
However, the Other Party will be entitled to payment, determined on a pro rata basis, for services
satisfactorily performed tmthe extent that funds are available. The State will not beassessed any penalty if
the master contract or work order is terminated because of the decision of the Minnesota legislature or
other funding source, not tnappropriate funds. The State must provide the Other Party notice ofthe lack of
funding within areasonable time ofthe State'sreceiving that notice.
22. Data Disclosure
22.1. Under Minn. Stat. §Z70[.55,subd.3,and other applicable law, the Other Party consents todisclosure ofits
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 Other Party to file state tax returns and pay delinquent state tax
liabilities, if any.
23. Defense wfClaims and Lawsuits
23.1. If any lawsuit orclaim bfiled byuthird party (including but not limited to the Other Party'scontractors and
subcontractors), arising out of trunk highway work performed pursuant to a valid work order issued under
this K4PC, the Other Party will, atthe discretion ofand upon the request ofthe State, tender the defense nf
such claims to the State or allow the State to participate in the defense of such claims. The Other Party 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
Other Party 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 Other Party, and
will not be bound by the terms of any settlement entered into by the Other Party except with the written
approval of the Attorney General and the Commissioner of Transportation and pursuant to applicable law.
[THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
11
DocuSign Envelope ID: 34BBOOC9-D755-436E-B7C3-6E7108AOE488
OTHER PARTY
mia.,
Ar f
as required by applicable articles, bylaws, resolutions or
virdinances.
By:
Title:
— 1 v1- tf-70 I
Date:
By:
Title:
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Date:
COMMISSIONER OFT SPORTATION
Digitally signed by Jay Hietpas
By: Jay Hietpas Date: 2023.03.20 07:57:42 -05'00'
Date:
Title:
COMMISSIONER OF ADMINISTRATION
DocuSigned by:
By: aa
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Date: 3 ��ff?
81166
IN
DoaSign Envelope ID: 34BB0009-D755.436E•B7C3-6E7108AOE488
Exhibit A —Table of Technical Services Date: 3/28/2022
Master Partnership Contract Program FY 2023-2027
Source
Code Title
2830 Bridge Bearing Assemblies All tasks related to the repair and maintenance of fixed or expansion -bearing assemblies on bridges. Includes related traffic
Repairing and maintaining bridge curb, walk, rail, coping, and fencing connected to the rail. Includes glare screen and median
2819 Bridge Curb, Walk And Railing barriers on bridges. includes related traffic control.
Work associated with bridge deck and slab repair regardless of removal depth or type of material used for patching. Includes deck
2820 Bridge Deck or slab overlays and replacements and underside deck delamination. Includes related traffic control.
2838 Bridge Deck Crack Sealing All tasks related to deck crack sealing. Includes related traffic control.
All maintenance tasks associated with bridge expansion joints, except joint reestablishment. Includes tightening expansion device
2827 Bridge Expansion, Relief Joints bolts and replacing seal glands. Includes related traffic control.
All bridge inspection tasks for non-MnDOT bridges funded by the federal Fracture -Critical Bridge Program (Project Code will begin
with TSL and with the local bridge number). Includes related inspection reports. For MnDOT Trunk Highway bridges (Project Code
begins with TSO followed by the bridge number) and local and Department of Natural Resources (DNR) (bridge number begins
with 9A follow by bridge number) bridge inspections to be billed to the local government or Department of Natural Resources
2828 Bridge Inspection -Federal Fund (DNR) use Source Code 2824.
Bridge Management System
All tasks to repair any bridge component above the bridge seat that is not included in other source codes. Includes repairs to all
types of bridge superstructure elements such as girders, beams, floor beams, trusses, stringers, t-beams, precast channels, and
2829 Bridge Superstructure box girders. Includes related traffic control.
Maintaining, watering, trimming, and removing highway right of way tree and brush. Includes chipping oftree limbs and stump
2316 Brush & Tree Removal removal/grinding. includes related traffic control.
All expenses of business/office managers for general management and administration of support functions. includes
0032 Business Unit Management administering central facilities maintenance and facilities capital budgets.
3000 Class Of Frequency Coordination Use for frequency coordination done with APCO, AASHTO or FCCA.
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DocuSign Envelope ID: 34BBOOC9-D755.436E-B7C3.6E7108AOE488
Source
Code Title Description
Performing QA/QC physical testing at the plant; sampling and transporting of materials from the plant to the lab for lab testing,
plant reviews, and operations; investigating plant discrepancies; and other technical services in the plant or office associated with
1733 Concrete Plant Inspections stationary concrete plants or mobile concrete paving plant inspection.
1802 Construction Surveying Use for surveys to provide staking for the contractor's operations and for any other construction
3023 Elec Comm Eq Rep - Miles
All construction project field inspection (not cyclical inspection of assets), including preparatory plans & spec review,
measurement, and verification other than environmental monitoring. Includes field inspection of materials such as gradations,
densities/DCP, proctors, compaction, slump tests, and field air tests. Witnessing claims, determination and computation of pay
quantities, materials control and certification for progress vouchers, but not for final payments. Includes collecting and
transporting samples for lab tests, but not the actual laboratory verifications. Includes all construction phase project related
activities for project and resident engineers such as problem resolution, guidance and direction to field technicians. Includes all
miscellaneous field engineering expenses used by district offices such as space rental, utilities, or other costs charged to the
construction project Includes all work associated with evaluation of implementation of intelligent compaction devices to
1800 Field Inspection determine if construction contract terms have been met.
Use for time, materials, and travel expenses when developing or delivering training. includes course preparation, designing
0601 Gen Training Preparation - Delivery materials, and managing training records.
2624 Indirect Expense Indirect shop expenses and shop equipment. Allocate to mobile
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DocuSign Envelope ID: 34BB00CS-D755-436E-B7C3.6E7108AOE488
Source
Code Title Description
Finding and marking locations of buried conduit, cables, hand holes, loops, etc. in order to maintain or repair the traffic
1875 locate One Call management system, signal systems, or roadway lighting systems.
Used only by Office of Financial Management for billing and deposit transactions and to record payments to the department for
2660 Misc Revenue gravel sold to contractors and others.
On Call Electronic Communications Infrastructure
3049 Maintenance To be used by Statewide Radio Communications personnel to record on -call time.
2102
2406 Plowing & Material Application
Related source type codes: 2103-Heavy patching, 2104-Bituminous paving, 2105-Blow patching
Shoulder to shoulder snow removal operation, winging back, snow blowing drifts, and the application of de-icing chemicals using
mobile equipment. Includes changing cutting edges during event and related traffic control.
Creating or modifying radio frequency programs and programming mobile and portable radios. Does not include mobile radios
3027 Radio Programming used as fixed base radios as part of the Inter -OP System (Use 3009).
3007 Radio/Electronic System
1716 Record Sampling
Page 3 of 5
Use for design of microwave, radio and miscellaneous electronic systems.
Used by Materials and Research Section and district materials staff to verify inspector" sampling and testing procedures and
checking inspectors' equipment during project construction as required by FHWA. Use when performing field tests on split
sample.
DocuSign Envelope ID: 34BBOOC9-D755.436E•67C3.6E7108AOE488
Source
Code Title
All laboratory testing necessary to provide geotechnical information to complete roadway soils recommendations and approvals
for use in the development of Final Design Plans and Special Provisions. Lab work includes R-value, resilient modulus, soil
classification, gradation, proctor testing, unconfined compression, consolidation, direct simple shear, direct sheer, permeability
1182 Soils/Foundation Field/Laboratory Tests and triaxial tests.
Performing material inspection and engineering for materials designated for a specific construction project (SP). Generally applies
to inspection of such things as structural steel, prestressed concrete items, and most precast concrete items and related technical
services in the field and offices when related to a particular SP. Use for SP specific tasks related to performing the review of shop
drawings furnished by suppliers or fabricators and contractor working drawings or calculations, and for tasks related to structural
metals inspection (materials surveys, physical and chemical laboratory testing, material inspection and engineering and technical
1738 State Project - Specific Materials Inspection services in the field and offices).
2629 Supplies & Small Tools Shop tools, small equipment, and supplies that cannot be directly charged to a mobile equipment unit.
1312 Tech Assist -Outside MnDOT
Use when
external to MnDOT.
Use to record labor, equipment usage, and material costs for activities related to traffic counts made for statewide traffic
monitoring or traffic operations. Includes all activities related to traffic counting, such as taking requests, assigning priorities,
1876 Traffic Counting collecting field data, processing data, and developing new techniques for collection.
Page 4 of 5
DoeuSign Envelope ID: 34BBo0C9-D755.436E-B7C3-6E7108AOE488
Source
Code Title Description
For tasks associated with the incorporation of new and existing TMS devices (cameras, loops, DMS, and other ITS devices) into
1513 Traffic Management System (TMS) Integration existing infrastructure to ensure proper operation. Use with the Construction/Program Delivery Appropriation.
1721 Traffic Sign Work Orders Use for work involved in preparing work orders for traffic signs. Use only with Maintenance Operations appropriation (T790081).
Work related to cyclical structural and electrical inspection and preventive maintenance checks oftraffic signal
2863 Traffic Signal Inspection systems/structures. includes labor, equipment, materials, and traffic control.'
Work related to the structural repair and replacement of traffic signal system structures and all electrical maintenance for traffic
signal systems including electrical power, labor, equipment materials, GSOC locates, traffic control and responses to public
1870 Traffic Signal Maintenance inquiries.
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