HomeMy WebLinkAbout20070604 - VIII-A-1
VIII-A-l
MEMO
To: Honorable Mayor and City Council
From: Tom Montgomery
Date: May 30, 2007
Re: Approve MnDOT Joint Powers Agreement, Hwy 61 Wall Repair Design
Council is requested to approve the enclosed joint powers agreement with MnDOT for
design of the Hwy 61 historic walls repair. The joint powers agreement is a joint contract
with the City and MnDOT contracting with MacDonald & Mack Architects to complete
plans and specifications for the wall repair. The City's share of the design expense is not
to exceed $60,600 or 38% of the $159,000 total design cost.
Enclosed is a drawing illustrating the extent of the walls to be repaired as part of this
project. In addition to the Hwy 61 wall repairs, walls along 7'h and 8th Streets as well as
parts of 4 alleys would also be repaired. I have enclosed John Grossman's May 16th
summary of the project for your information.
FUNDING
The HRA has budgeted $50,000 for the wall repair design. The HRA would pay
the $60,000 design cost this year and be reimbursed the additional $10,000 over their
budget from the construction bonds that would be sold for the project in 2008.
FUTURE ACTIONS
Once the design is near complete. stafTwill schedule an Operations Committee
meeting to evaluate funding options and associated street improvement projects to be
coordinated with the 2008 wall repair project. As noted in John's May 16 email, the total
project cost is estimated at $820.000, with the City's share of the pr~jeet at $460,000
($292,000 for the side streets and alleys and $168,000 cost sharing for the Hwy 61 walls).
Neighborhood meetings will need to be held later this summer to discuss the
extent of the project and to begin acquiring temporary easements/permits needed to repair
the walls.
From: John Grossman
Sent: Wednesday, May 16,2007 I :56 PM
Subject: Vermillion walls update
Council and HRA members,
Public Works, Heritage Preservation and HRA staff have all been working with MnDOT since
2002 to get the problem with failing walls fixed. MnDOT has been shoring up the walls as needed
with plywood. The walls on Vermillion are in MnDOT right of way and the walls on7th, 8th and
alleys are in City right of way. MnDOT accepts that they had a responsibility. Not having
budgets for this project, they applied for and received a Federal TEA 21 grant for $230,000 which
was a preliminary estimate of repair costs. They also applied for a Byways grant but were not
funded
MnDOT contracted with McDonald and Mack, a historic architecture firm to study and make
recommendations for the reconstruction. TKDA is the engineering consultant. Based on their
report, the estimated cost is now $527,000 on Vermillion and $292,000 on 7'h, 8th and the alleys.
MnDOT proposed that the work on all the walls by handled as one design and construction
project, with the City and State sharing the cost proportionately. That makes more sense and
should be a little more economical than having both jurisdictions do it separately.
Both the long lead time and the expected high costs are due to the historic character of the walls.
Four of the nine properties involved are listed on the National Register and the others are in the
Old Hastings District Because of this, and the use of federal funds, the work has to meet high
historic guidelines for preservation. The walls have to be repaired and reconstructed to preserve
the original appearance and materials to the extent possible. The highest walls will need a new
support wall concealed behind them to withstand the soil and water pressure.
The design and construction documents phase is planned to start July 1. In the next month
Public Works will be asking Council to enter a Joint Powers Agreement for design. Later in the
fall Council will be asked to order a feasibility report for reconstruction of the streets and
sidewalks and adjacent walls on 7'h, 8th and the alleys. The HRA has budgeted funds to help
property owners with this project They agreed to fund the City's share of the design cost,
estimated around $50,000, as that has to be completed before the City can consider the
construction project If approved, the contract would be let in March 2008.
The property owners have been patient and cooperative up to this point, although disappointed
that it is taking so long. One large tree in the corner of the walls at 706 Vermillion will have to be
removed to reconstruct the wall. Because the project is still a year away, we are considering
ways to make the plywood less noticeable and to provide notice that a comprehensive project is
pending. We will be meeting with the owners this summer on the extent of the work, and there
will be neighborhood meetings in the fall.
John G.
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Mn/DOT Contract No. 91085
CFMS Contract No.
STATE OF MINNESOTA
PROFESSIONAL AND TECHNICAL SERVICES CONTRACT
State Project N urn ber (SP): 1913-61 Trunk Highway Number (TH): 61
Project Identification: Design and Construction Support for the Repair of the Hastings Retaining Wall
This Contract is between the State of Minnesota acting through its Commissioner of Transportation ("State") and
MacDonald & Mack Architects, Ltd., a corporation, address: Grain Exchange Building, 400 South Fourth Street, Suite
7] 2, Minneapolis, MN 55415 ("Contractor") and the City of Hastings. address: 101 Fourth Street East, Hastings, MN
55033 ("City")
Recitals
I. Under Minnesota Statutes S 15.06 I, State is authorized to engage such assistance as deemed necessary.
2. State is in need of a detailed design plan and construction and support for the repair of the Hastings Retaining Wall.
3. Contractor represents that it is duly qualified and agrees to perform all services described in this Contract to the
satisfaction of State.
Contract Special Terms
Article 1 Term of Contract; Survival of Terms; Incorporation of Exhibits:
1.1 Effective date: This Contract will be effective the date that all required signatures are obtained by
State, pursuant to Minnesota Statutes Section S 16C.05. subdivision 2.
1.2 Expiration date: This Contract will expire on February 14,2009, or the date that all obligations
have been fulfilled and all deliverables have been approved by State. which ever
occurs first.
1.3 Survival of terms: All clauses which impose obligations continuing in their nature and which must
survive in order to give effect to their meaning will survive the expiration or
termination of this Contract, including, without limitation, the following clauses:
II. Governing Law, Jurisdiction and Venue; Aids to Interpretation; Referenced
Standards; 20. Audits and Inspections; 21. Government Data Practices and
Intellectual Property; 23. Standard of Care; Liability for Work; 24. Deliverable
Standards; 31. Data Disclosure; and 34. Publicity and Endorsements.
1.4 Exhibits: Exhibits A through E are attached and incorporated into this Contract.
Article 2 Scope of Work:
This project consists of construction contract documents for approximately 2,000 feet of retaining wall
restoration within the requirements of the Secretary of Interior's Standards for Rehabilitation and Hastings
Heritage Commission. These retaining walls abut pedestrian facilities along both sides of TH 61 and local
street and support properties that are on the National Register of Historic Places.
2.1 The services to be provided for under this Contract by Contractor are as follows:
Plan preparation and Special Provisions (activity code 1085)
Construction Support (activity code 1803)
See Exhibit A for additional information.
2.2 Deliverables are defined as the work product created or supplied by the Contractor pursuant to the
terms of this Contract. The brief summary of the deliverables of this Contract are as follows:
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M n/DOT Contract No. 91085
Items Date Due
Construction Limits July 31,2007
30% Complete Plan July 24, 2007
60% Complete Plan August 14. 2007
95% Complete Plan September 1, 2007
Final Plan September 15, 2007
Engineer's Estimate September 15, 2007
See Exhibit A for the details on the deliverables to be provided by Contractor.
2.3 City will provide signed Right of Way Easement Permits to the State by December 1,2007.
2.4 State's Project Manager has the authority to update and adjust all project schedules when necessary at
progress meetings within the terms of the Contract.
Article 3 Items Provided and Completed by the State and City:
3.1 After authorizing Contractor to begin work, State will furnish any data or material in its possession
relating to the project that may be of use to Contractor in performing the work.
1 'J All such data furnished to Contractor, will remain the property of State and will be promptly returned
.J.~
upon State's request or upon the expiration or termination of this Contract.
1 1 Contractor will analyze all such data furnished by State. If Contractor finds any such data to be
.J..J
incorrect or incomplete, Contractor will bring the facts to the attention of State before proceeding with
the part of the project affected. State will investigate the matter, and ifit finds that such data is
incorrect or incomplete, it will promptly detennine a method for furnishing corrected data. Delay in
furnishing data will not be considered justification for an adjustment in compensation.
3.4 State will provide Easement/Permits forms to the City by October 1,2007.
3.5 City will obtain property owner signatures on Easement/Permits and supply to State prior to letting.
3.6 City will communicate with property owners regarding construction plans and impact to properties and
owners. State may accompany.
3.7 State will provide City with questions for discussion with property owners.
3.8 City and State will attend monthly progress meetings.
Article 4 Consideration of Payment:
4.] Contractor will be paid on a Unit Rate basis as follows:
Principal Architect at the rate of $150 per hour
Senior Architectural Technician at the rate of $] 00 per hour
Architectural Technician at the rate of $75 per hour
Office Administrator at the rate of $65 per hour
]. Hourly Fees: $86,610.00
2. Direct Expense Costs: $610.00
3. Subcontractor Costs:
TKOA $72.] 99. 16
Total Contract Amount: $159,419.16
Hour]y Fee includes Labor. Overhead and profit.
Contractor will be reimbursed for travel and subsistence expenses in the same manner and in no
greater amount than provided in the current "Minnesota Department of Transportation Trave]
Regulations". Contractor will not be reimbursed for travel and subsistence expenses incurred outside
the State of Minnesota unless it has received prior written approval from State for such out of state
travel. State of Minnesota will be considered the home base for determining whether travel is "out of
state'". See Exhibit B for the current Minnesota Department of Transportation Reimbursement Rates
for Travel Expenses.
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Mn/DOT Contract NO.9] 085
Subcontractor, TKDA, will be compensated on a cost plus fixed fee basis, using a provisional
overhead rate of 139.04% of direct labor. Actual overhead rate will be determined by Mn/DOT
Office of Audit.
4.2 Allowable direct costs include project specific costs listed in Exhibit C. Any other direct costs not
listed in Exhibit C must be approved, in writing, by State's Authorized Representative prior to
incurring costs.
4.3 See Exhibit C for Budget Details on Contractor and its Subcontractor.
4.4 State's total obligation for all compensation and reimbursements to Contractor will be 62% of total
costs, not to exceed $98,839.88.
4.5 City's total obligation for all compensation and reimbursements to Contractor will be 38% of total
costs, not to exceed $60,589.28
Article 5 Terms of Payment:
5.\ Contractor will use the format set forth in Exhibit D when submitting Invoices. Invoices will show
all project costs and the City / State responsibility split. Contractor will Invoice each, the State and
the City directly for their share of costs.
5.2 Contractor will submit the monthly progress report set forth in Exhibit E showing the progress of
work according to the tasks listed in Article 2 Scope of Work.
5.3 Payment Liquidation: Contractor will submit invoices for payment in accordance with the following
schedule: Monthly.
Article 6 Contractor's Project Team:
6.1 Contractor's Project Manager will be:
Name/Title: Stuart MacDonald, Principal
Address: MacDonald & Mack Architects. Ltd.
400 South 4lh Street, Suite 712
Minneapolis. MN 55414
Phone: (612) 341-4051
Fax: (6 I 2) 337-5843
E-Mail: stuartm@mmarchltd.com
IfContractor's Project Manager changes at any time during this Contract. Contractor will be
responsible to follow conditions laid out within Article 16 of the General Terms.
6.2 Key personnel, as defined in Article 12 of the General Terms. are:
Stuart MacDonald, Principal Architect, MacDonald & Mack
Robert Mack, Principal Architect, MacDonald & Mack
Rita Goodrich. Senior Architectural Technician, MacDonald & Mack
James Bellefeuille, Manager, Bridge Group, TKDA
Article 7 City and State's Authorized Representative and Project Manager:
7.1 State's Authorized Representative will be:
Name/Title: Linn Moline. Senior Consultant Administrator
Address: Metro District, Waters Edge
1500 West County Road B2
Roseville, MN 55113
Phone: (651) 234-7687
Fax: (651) 234-7689
E-Mail: I inda.moline@dot.state.mn.us
State's Authorized Representative, or her successor. has the responsibility to monitor Contractor's
performance and the authority to accept the services provided under this Contract. If the services are
satisfactory, State's Authorized Representative will certify acceptance on each invoice submitted for
payment.
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Mn/DOT Contract No. 91085
7.2 State's Project Manager will be:
Name/Title: Daniel J. Rowe, PE
Address: Metro District, Waters Edge
1500 West County Road B2
Roseville, MN 55113
Phone: (651) 234-7659
Fax: (651 ) 234-7610
E-Mail: dan iel.rowe@dot.state.mn.us
State's Project Manager, or his successor, has the responsibility to monitor Contractor's performance
and progress. State's Project Manager will sign progress reports, review billing statements. make
recommendations to State's Authorized Representative for acceptance of Contractor's goods or
services and make recommendations to State's Authorized Representative for certification for
payment of each Invoice submitted for payment. State's Project Manager will coordinate right of way
easements with the City and monitor progress and schedule.
7.3 State's Co-Project Manager will be:
Name/Title: Jacqueline Sluss, Historian
Address: Mn/DOT Cultural Resources Unit, Mail Stop 620
395 John Ireland Boulevard
St. Paul, MN 55155-1899
Phone: (651) 366-3624
Fax: (651) 366-3603
E-Mail: jacquel ine.sluss@dot.state.mn.us
State's Co-Project Manager, or her successor. has the responsibility to review the plan and provide
guidance and advice to ensure confonnance the State Historic Preservation Office (SHPO) and The
Secretary of the Interior's Standards. State's Co-Project Manager will coordinate plan reviews with
Contractor and SHPO.
7.4 City's Project Manager will be:
Name/Title: Nick Egger. City Engineer
Address: Hastings City Hall
10 I Fourth Street East
Hastings, MN 55033
Phone: (651) 437-4127
Fax: (651) 437-4082
E-Mail: N iekEgger@ei.hastings.mn.us
City.s Project Manager, or his successor, has the responsibility to review billing statements for the
City and make recommendations to State's Project Manager for acceptance ofContractor's goods or
services.
Article 8 Modification of the General Terms:
None.
Article 9 Additional Provisions:
None.
THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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Mn/DOT Contract No. 91085
General Terms
Article 10 Effect of General Terms; Order of Precedence
10.1 This Contract consists of the "Special Terms", these "General Terms" and any other attachments or
documents incorporated herein.
10.2 The provisions of these General Terms will be enforceable unless they are specifically modified, in
writing, by the Special Tenns of this Contract.
10.3 To the extent of any inconsistencies between the Special Tenns and these General Terms, the Special
Terms will control. Minnesota law supersedes any of the Special Terms or General Terms set forth in
this Contract.
Article 11 Governing Law, Jurisdiction and Venue; Aids to Interpretation; Referenced Standards
II.I Minnesota law governs the validity. interpretation and enforcement of this Contract. Venue for all legal
proceedings arising out of this Contract, or its breach, will be in the applicable state or federal court with
competent jurisdiction in Ramsey County, Minnesota.
I 1.2 In this Contract, where appropriate: the singular includes the plural and vice versa; references to statutes
or regulations include all statutory or regulatory provisions consolidating, amending or replacing the
statute or regulation referred to; the words "including," "included:' "includes" and "include" are deemed
to be followed by the words "without limitation"; the word "shall" means "is required to"; unless
otherwise indicated, references to sections, appendices and exhibits are to the document which contains
such references; words such as "herein:' "hereof' and "hereunder" refer to this entire Contract and not to
any particular provision or section; words not otherwise defined that have well-known technical
engineering or construction industry meanings are used in accordance with such recognized meanings;
references to persons include their respective permitted successors and, in the case of governmental
persons, persons succeeding to their respective functions and capacities; and words of any gender used
herein include each other gender where appropriate. Unless otherwise specified. lists contained in the
Special Terms of this Contract defining the project or work will not be deemed all-inclusive. Contractor
further acknowledges and agrees that it had the opportunity to review this Contract with legal counsel.
11.3 Except as otherwise specified in the Special Terms of this Contract, work specified by the number,
symbol or title of any standard established by reference to a described publication affecting any portion
of the project will comply with the latest edition or revision thereof and amendments and supplements
thereto in effect on the date that Contractor signs this Contract.
Article 12 Contractor's Key Personnel
12.1 Contractor's key personnel specified by name and title in the Special Terms will be considered essential
to the work being performed.
12.2 If, for any reason, substitution of a key person becomes necessary, Contractor must provide two weeks'
advance written notification of the substitution to State's Authorized Representative, if possible. The
written notification must include the proposed successor's name and a resume of his/her qualifications.
State's Authorized Representative will have the right to reject the proposed successor based upon
reasonable grounds.
Article 13 Assignment
13.1 Contractor may not assign any rights or obligations under this Contract unless such assignment is
approved by State's Authorized Representative and documented in a written assignment agreement. An
assignment will not be effective until the assignment agreement is fully executed.
13.2 Unless otherwise specified in the written assignment agreement, State's approval of such assignment
will not relieve Contractor from the primary responsibility for performance of the services and delivery
of the goods specified in this Contract.
Article 14 Subcontracts
14.1 If Contractor is authorized by State to use, or uses, any subcontractors, Contractor will be responsible for
coordinating and managing the work of such subcontractors. The use of subcontractors does not relieve
Contractor from its obligation to perform the services specified in this Contract.
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Mn/DOT Contract No. 91085
14.2 Contractor's subcontracts must contain all appropriate terms and conditions of this Contract, including
Articles 1,2,4,5 and 6 of the Special Terms and Article 20 ofthe General Terms of this Contract as
they apply to the subcontractor.
14.3 Contractor must, in accordance with Minnesota Statutes SI6A.1245, pay subcontractors within 10 days
of receiving payment from the state for undisputed services provided by subcontractors. Contractor must
also pay interest, at the rate of 1.5% per month or any part of a month, to subcontractors on any
undisputed amount not paid on time. The minimum monthly interest payment on a balance of $ J 00.00 or
less is $10.00.
14.4 Contractor must require subcontractors' invoices to follow the same fonnat and contain the same
information as set forth in Article 19.
14.5 Contractor must submit a copy of all subcontracts exceeding $10,000.00 to State's Authorized
Representative no later than 30 calendar days after executing the subcontract and prior to beginning
work under the subcontract. Upon request by State, a copy of any executed subcontract under $10,000.00
must be sent to State's Authorized Representative.
Article 15 Schedule Adjustments
15.1 For delays encountered that are beyond Contractor's control, such as a force majeure event, and upon
written request from Contractor, State's Authorized Representative will negotiate an adjustment to the
project schedule set forth in the Special Terms of this Contract. A "force majeure event" is an event
beyond Contractor's reasonable control. including, but not limited to, unusually severe weather, fire,
floods. other acts of God, labor disputes and acts of war or terrorism. Contractor will use all reasonable
efforts to minimize the duration and consequences of any delay resulting from a force majeure event and
will give State prompt notice of the occurrence of such event.
15.2 It will be Contractor's responsibility to promptly notify. in writing, State's Project Manager and
Authorized Representative if the project will not be completed as scheduled for any reason other than the
delays described in Article 15.1. State's Project Manager will have the authority to adjust the schedule,
in writing, within the term of Contract.
15.3 The Expiration Date of this Contract can only be extended by a written Amendment to this Contract. The
duration of this Contract cannot exceed five years.
Article 16 Amendments, Change Orders, Merger and Waiver
16.1 To be effective. any Amendment to this Contract must be in writing and must be executed and approved
by the same representatives who executed and approved the original Contract, or their successors in
office.
16.2 Amendments to this Contract will be considered only for unforeseen services that were not included in
the initial Scope of Work or for additional services that are considered essential and are within the
general Scope of Work in this Contract. Contractor's claims for extra costs due to extra work will be
disallowed unless the extra work has been approved by State's Authorized Representative and evidenced
by an executed Amendment to this Contract.
16.3 A Change Order must be in writing and approved by both parties to be effective. Change Orders may be
used to provide clarification of the Scope of Work or other Contract terms, to make interim schedule
adjustments not afTecting the expiration date, or to provide other minor directives. Change Orders must
be consistent with the basic purpose of this Contract and with the general Scope of Work identified in
the Special Terms. Changes in the Total Contract Amount or Contract Expiration Date are not permitted
in a Change Order.
16.4 This Contract, including all incorporated items, contains all prior negotiations and agreements between
Contractor and State. No other understanding regarding the subject matter of this Contract, whether
written or oral, may be used to bind either party.
16.5 Failure ofa party to enforce any provision of this Contract will not constitute, or be construed as, a
waiver of such provision or of the right to subsequently enforce such provision.
Article 17 Terms of Payment
17.1 State will pay Contractor for services performed and goods delivered in confonnance with the
requirements of this Contract. Compensation will be in accordance with the Special Terms, Article 4
"Consideration of Payment".
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Mn/DOT Contract No. 91085
17.2 If it appears at any time that Contractor might exceed the Total Contract Amount stated in the Special
Terms of this Contract, Contractor must promptly notify State's Authorized Representative in writing.
State will not pay Contractor for work performed in excess of the Total Contract Amount without a
written, fully executed, Amendment to this Contract. Any work performed beyond that which is
provided for in this Contract without a prior written Amendment signed by State, will be deemed
voluntary and Contractor will not be entitled to compensation for the extra work.
17.3 Contractor may make a claim for extra costs incurred because of any instruction, latent condition, order
of a governmental authority or other condition or occurrence that was not reasonably foreseeable. Latent
conditions are conditions not anticipated by the Special Terms of this Contract. Contractor must provide
written notice of claim for extra costs to State as soon as it becomes aware of the facts, conditions or
occurrences giving rise to such claim and in no event later than 30 calendar days thereafter. State may
refuse any claim made without a written notice. State's Authorized Representative will have the sole
authority to determine whether any claimed extra costs are reasonable under the circumstances and
whether State will approve the extra costs. If State determines that such a claim is valid, in whole or in
part, the parties will cooperate to promptly negotiate an equitable amendment. Any work performed
under an amendment to this Contract that has not been properly approved and executed by the parties
will be performed at Contractor's own risk.
17.4 State will not pay overtime rates for any overtime worked by Contractor or a subcontractor unless State's
Authorized Representative has specifically authorized overtime, in writing. When State's Authorized
Representative has authorized overtime work. overtime premium pay will be reimbursed as a direct cost
for the overtime portion of the hourly rate and is not eligible for overhead costs or profit.
17.5 If authorized in the Special Terms, Contractor will be reimbursed for travel and subsistence expenses
actually and necessarily incurrcd to perform this Contract. Such travel and subsistence expenses will not
exceed the amount defined in the Special Terms. and will be reimbursed in the same manner and in no
greater amount than provided in the current "Minnesota Department of Transportation Travel
Regulations'". Contractor will not be reimbursed for travel and subsistence expenses incurred outside the
state of Minnesota unless it has received prior written approval from State for such out of state travel or
unless such travel has been authorized by the Special Terms of this Contract. The state of Minnesota will
be considered the home base for determining whether travel is "out of state".
17.6 The final payment due Contractor will be based on actual acceptable costs as determined by an audit
conducted by State. The audit will be conducted using the Cost Principles and Procedures set forth in the
Federal Acquisition Regulations, 48 Code of Federal Regulations Section 31. as modified by state
policies and procedures. Based upon final audit. the tinal payment to Contractor may exceed the Total
Contract Amount without amending this Contract. State will pay the final payment due Contractor within
30 days of completion of the audit.
Article 18 Conditions of Payment
18.1 All services and goods provided by Contractor pursuant to this Contract must be in accordance with
Article 24.1.
18.2 State will notify Contractor of any defective work and offer Contractor the opportunity to correct it
within a reasonable amount of time. Contractor will not receive payment for work determined by State's
Authorized Representative to be defective or performed in violation of federal, state or local laws.
ordinances. rules, or regulations until and unless Contractor has made the necessary corrections.
Contractor will not receive additional compensation for rework performed to correct its defective work.
Contractor must include hours spent on rework/correction on itemized invoices, but will invoice such
hours at a rate of zero dollars per hour.
18.3 Retainage: Pursuant to Minnesota Statutes Section \j16C.08. subdivision 5(b), no more than 90 percent
of the compensation due under this Contract may be paid until the final product(s) of this Contract have
been reviewed by the Commissioner of the Minnesota Department of Transportation or the
Commissioner's designee. The balance due and owing will be paid when (I) the Commissioner or the
Commissioner's designee determines that Contractor has fulfilled all the terms of this Contract; and (2)
any necessary final audit has been completed.
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Mn/DOT Contract No. 91085
18.4 Subject to the provisions of Article 21.2.5, all services and goods covered by progress payments made by
State will become the sole property of State. This provision must not be construed as relieving
Contractor from its sole responsibility for all work and deliverables upon which payments have been
made or from the responsibility to correct any defective work. State's tender of progress payments will
not be construed as waiving State's right to require the fulfillment of all ofthe terms of this Contract.
18.5 Nothing in this Contract must be construed in any way to operate to relieve Contractor from its
obligation to complete the services and deliver any goods described in this Contract for a sum not to
exceed that set forth in the Special Terms.
Article 19 Procedure for Payment
19.1 State will promptly pay all valid obligations under this Contract as required by Minnesota Statutes
S 16A.124. State will make undisputed payments no later than 30 days after receiving Contractor's
invoices and progress reports for services performed. If an invoice is incorrect, defective or otherwise
improper, State will notify Contractor within 10 days of discovering the error. After State receives the
corrected invoice. State will pay Contractor within 30 days of receipt of such invoice.
19.2 Contractor must submit invoices for payment either monthly or as otherwise stipulated in the Special
Terms of this Contract. Invoices must be in the form prescribed by State. Contractor must send the
original of each invoice, progress report and required supporting documentation, for review and
payment, to State's Consultant Services Section at:
Minnesota Department of Transportation
Consultant Services Section, Mail Stop 680
395 John Ireland Boulevard
St. Paul, Minnesota 55155-1899
Contractor must also send a copy of each invoice, progress report and required supporting
documentation to State's Authorized Representative and Project Manager. Invoices will not be
considered "received" within the meaning of Minnesota Statutes S 16A.124 until the original documents
are received by State's Consultant Services Section. Invoices must identify the cost for the services
performed and goods delivered for the billing period and must satisfy the requirements listed below:
19.2.1 Each invoice must contain the following information: State's Contract Number. Contractor's
invoice number (sequentially numbered), Contractor's billing and remittance address, if different
from business address, and Contractor's original signature attesting that the invoiced services
and costs are new and that no previous charge for those services and goods has been included in
. . .
any pnor InVOIce.
19.2.2 Direct nonsalary costs allocable to the work under this Contract. as specified in the Special
Terms of this Contract, must be itemized and supported with invoices or billing documents to
show that such costs are properly allocable to the work. Direct nonsalary costs are any costs that
are not the salaried costs directly related to the work of Contractor. Supporting documentation
must be provided in a manner that corresponds to each direct cost.
19.2.3 Except for Lump Sum Contracts, Contractor must provide, upon request of State's Authorized
Representative. the following supporting documentation:
19.2.3.1 Direct salary costs of employees' time directly chargeable for the services performed
under this Contract. This must include a payroll cost breakdown identifying the name
of the employee, classification. actual rate of pay, hours worked and total payment for
each invoice period; and
19.2.3.2 Signed time sheets or payroll cost breakdown for each employee listing dates and
hours worked. Computer generated printouts of labor costs for the project must
contain the project number. each employee's name, hourly rate. regular and overtime
hours and the dollar amount charged to the project for each pay period.
Article 20 Audits and Inspections
20.1 Contractor's books, records. documents and accounting procedures and practices relevant to this
Contract are subject to examination by State's Auditors and the State Auditor or Legislative Auditor. as
appropriate, for six years from State's final payment under this Contract.
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20.2 Authorized representatives of State (and the Federal Highway Administration, if federal funds are
involved) have the right to inspect Contractor's work under this Contract, whenever such representatives,
in their sole discretion, deem such inspections necessary. Unless otherwise agreed by the parties, such
inspections will be conducted during regular working hours.
20.3 Work Effort Audits:
20.3.1 State may conduct work effort audits for the various work tasks described in the Scope of Work.
Completed work tasks will be randomly selected for Audit. Audits will include work effort
reviews and effort level analysis to determine the reasonableness of the hours charged.
20.3.2 Contractor must maintain work effort progrcss reports showing work tasks, hours worked on the
task by the various personnel assigned to this work and work effort performed by subcontractors
assigned to the tasks. The progress report must be in the format as described in the Special
Terms of this Contract.
Article 21 Government Data Practices and Intellectual Property
21.1 Government Data Practices. Contractor and State must comply with the Minnesota Government Data
Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by State under this
Contract, and as it applies to all data created, collected, received, stored. used, maintained or
disseminated by Contractor under this Contract. The civil remedies of Minnesota Statutes Section S 13.08
apply to the release of the data governed by the Minnesota Government Data Practices Act by either
Contractor or the State.
21.1.1 If Contractor receives a request to release the data referred to in this Clause, Contractor
must immediately notify State. State will give Contractor instructions concerning the release of
the data to the requesting party before the data is released.
21.2 Intellectual Property Rights
21.2.1 Intellectual Property Rights of State. State owns 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 this Contract. 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 Contractor, its
employees, agents and subcontractors. either individually or jointly with others in the
perfonnance of this 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 Contractor, its employees, agents or subcontractors, in the
perfonnance of this Contract. The Documents will be the exclusive property of State and
Contractor must immediately return all such Documents to State upon completion or
cancellation of this 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".
Contractor assigns all right. title and interest it may have in the Works and the Documents to
State. Contractor must, at the request of State. execute all papers and perform all other acts
necessary to transfer or record State's ownership interest in the Works and Documents.
21.2.2 Intellectual Property Rights of Contractor. Contractor retains title and interest in all of its
standard details, plans, specifications and engineering computation documents ('"Previously
Created Works and Documents"), whether in written or electronic form, which have been
incorporated into the Works and Documents. but which were developed by Contractor
independent of this Contract. Contractor issues to State a royalty-free, nonexclusive and
irrevocable license to use the Previously Created Works and Documents.
21.2.3 Notification. Whenever Contractor reasonably believes it. or its employees or subcontractors,
has made an invention. improvement or discovery (whether or not patentable) in the
performance of this Contract, and has or actually or constructively reduced it to practice,
Contractor will immediately give State's Authorized Representative written notice thereof and
must promptly furnish State's Authorized Representative with complete information and/or
disclosure thereon.
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21.2.4 Representation. Contractor must perform all acts and take all steps necessary to ensure that all
intellectual property rights in the Works and Documents created and paid for under this Contract
are the sole property of State and that neither Contractor nor its employees, agents or
subcontractors retain any interest in and to the Works and Documents created and paid for under
this Contract, except that Contractor need not obtain patents, copyrights or trademarks.
Contractor represents that the Works and Documents created and paid for under this Contract do
not and will not infringe upon any intellectual property rights of other persons or entities.
Contractor will indemnify; defend, to the extent permitted by the Attorney General; and hold
harmless State. at Contractor's expense, from any action or claim brought against State to the
extent that it is based on a claim that all or part of the Works or Documents created and paid for
under this Contract infringe upon the intellectual property rights of others. Contractor will be
responsible for payment of any and all such claims, demands, obligations, liabilities, costs and
damages including but not limited to reasonable attorney fees. If such a claim or action arises, or
in Contractor's or State's opinion is likely to arise, Contractor must, at State's discretion, either
procure for State the right or license to use the intellectual property rights at issue or replace or
modify the allegedly infringing Works or Documents created and paid for under this Contract as
necessary and appropriate to obviate the infringement claim. This remedy of State will be in
addition to and not exclusive of other remedies provided by law. This Article does not apply to
Contractor's Previously Created Works and Documents as described in Article 21.2.2.
21.2.5 State's Reuse of Works and Documents. If the Works and Documents created and paid for
under this Contract are engineering plans, specifications or recommendations requiring the
certification of a licensed professional engineer, State acknowledges that such plans.
specifications and recommendations have been created solely for the specific project covered by
this Contract and may not be suitable for reuse on other projects. There shall be no restriction on
reuse of the Works and Documents created and paid for under this Contract. but reuse without
the written verification or adaptation by Contractor shall be done at State's sole risk and without
liability to Contractor.
21.3 Delivery of Documents. The originals of non-electronic deliverables required under this Contract must
be relinquished to State:
21.3.1 Upon written notice of completion or termination of this Contract;
21.3.2 Upon written notification by State; or
21.3.3 Upon final payment by State to Contractor for this Contract.
Article 22 Quality Assurance and Quality Control
22.1 Contractor must have a Quality Assurance and Quality Control (QA/QC) Plan. After executing this
Contract, Contractor must promptly provide a QA/QC Plan to State's Authorized Representative for
acceptance. Contractor must adhere to the accepted QA/QC Plan in performing its work under this
Contract. Contractor's accepted QA/QC Plan is incorporated into this Contract by reference. Each
deliverable submitted to State must include Contractor's written certification that the deliverable was
developed in compliance with the QA/QC Plan. State may terminate this Contract for Contractor's
failure to follow the QA/QC Plan for this Contract.
Article 23 Standard of Care; Liability for Work
23.1 In the performance of its professional services. Contractor will use that degree of care, knowledge and
skill ordinarily exercised by other reputable professionals in the field under like circumstances within the
State of Minnesota.
23.2 Contractor will be responsible for any damages incurred as a result of its failure to comply with the
standard of care or other failure to comply with Contract requirements, and for any loss or cost to repair
or remedy such non-compliance.
23.3 Contractor will not be liable for special. incidental. consequential or punitive damages, including but not
limited to those arising from delay, loss of use, loss of profits or revenue, loss of financing commitments
or fees or the cost of capital. State acknowledges its duty to mitigate damages.
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Article 24 Deliverable Standards
24.1 Any services or goods provided by Contractor pursuant to this Contract, which do not meet the
requirements of this Article 24.1, will be considered defective work. All services and goods provided by
Contractor pursuant to this Contract must be in accordance with the following:
24.1.1 The requirements and specifications set forth in the Special Terms of this Contract;
24.1.2 The required standard of care;
24.1.3 Applicable state and federal standards. specifications. policies and practices; and
24.1.4 Applicable federal, state, and local laws, ordinances, rules and regulations.
24.2 State has the authority to reject services and goods that do not meet the requirements of Article 24.
24.3 Contractor will perform its duties as expeditiously as is consistent with professional care and skill and
the orderly progress of the project. If Contractor fails to substantially perform its duties by the time fixed
for the completion of the work, State may immediately terminate this Contract. Neither party will be
held responsible for delay or failure to perform when such delay or failure is due to a "force majeure
event" as defined in Article 15, and the notice required by Article 15 is provided.
24.4 Acceptance of services and goods by State is not a waiver of any provision of this Contract and does not
relieve Contractor of the responsibility for correcting a subsequently- discovered failure to conform to
the requirements of Article 24.
24.5 Contractor will be responsible for promptly making such revisions, repairs or corrections to its work as
are necessary to meet the requirements of Article 24. Such revisions, repairs and corrections will be
made without additional compensation.
24.6 It is understood by the parties that State will rely on the professional performance and ability of
Contractor. Any examination by State or the Federal Highway Administration, or any acceptance or use
of the work product of Contractor, will not be considered to be a full and comprehensive examination
and will not be considered an approval of the work product of Contractor which would relieve
Contractor from any liability or expense that could be connected with Contractor's sole responsibility for
the propriety and integrity of the professional work to be accomplished by Contractor pursuant to this
Contract.
24.7 Contractor must confer with State at any time during construction or any phase of work performed by
others based on deliverables provided by Contractor, when necessary for the purpose of interpreting or
clarifying such deliverables. Contractor must give immediate attention to these requests so there will be
minimal delay to the construction or other work as referenced.
24.8 If State determines that additional field or office work may be required due to Contractor's failure to
comply with the standards set forth in Article 24, then Contractor will be required to perform such
additional work as may be necessary to bring the work into compliance with such standards. Contractor
must prepare any and all plans or data needed to correct its deliverables without additional
compensation, even though Contractor may already have received final payment. Contractor must give
immediate attention to these changes so there will be minimal delay to the construction or other work as
referenced.
24.9 State will notify Contractor of any request for interpretation, clarification or correction. Notification may
be in writing, or by telephone and confirmed in writing. Contractor will respond to such notice within
three business days and will promptly perform the necessary services to minimize any delays to State.
Contractor may be required to make a field review of the project site, as defined in the Special Terms of
this Contract, if directed by State's Authorized Representative. and Contractor may be required to send
personnel to the appropriate State district office as part of performing the necessary services.
24.10 The foregoing notwithstanding. the parties understand and agree that Contractor must rely on documents,
drawings, specifications and studies provided to Contractor by State and others on its behalf in making
its opinions of conformity to specifications and standards. Contractor will not be entitled to rely on such
documents. drawings or specifications that Contractor knows to be incorrect or incomplete, unless it has
first brought such concerns to the attention of State and has been directed to proceed notwithstanding
such concerns.
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Article 25 Indemnity
25.] Contractor must indemnify, save and hold State, its agents and employees harmless from any and all
claims or causes of action, including reasonable attorney's fees incurred by State, resulting from the
negligent act or omission of Contractor, or any entity for which the Contractor is legally responsible, in
the perfonnance of this Contract. This clause will not be construed to bar any legal remedies Contractor
may have for State's failure to fulfill its obligations pursuant to this Contract.
Article 26 Insurance
26.1 Contractor must provide a certificate of insurance showing that Contractor has each type of insurance
coverage and limits required under this Contract. The certificate must be filed with State's Authorized
Representative within 30 days of execution of this Contract, and prior to commencement of any work
under this Contract. Each policy must contain a 30-day notice of cancellation, nonrenewal or changes in
coverage or limits to all named and additional insured.
26,2 Contractor must maintain and furnish satisfactory evidence of the following insurance policies:
26,2.1 Commercial General Liability, providing coverage for claims for damages for bodily injury,
including sickness or disease, death and for care and loss of services as well as from claims for
property damage including loss of use which may arise from work performed under this
Contract, whether such operations be by Contractor or by a subcontractor or by anyone directly
or indirectly employed under this Contract. Unless otherwise specified within this Contract,
Contractor's insurance minimum limits are as follows:
$1,000,000.00 - per occurrence
$2,000,000.00 - annual aggregate
In addition, the following coverages are required:
Bodily Injury and Property Damage
Products and Completed Operations Liability
Blanket Contractual Liability
Name State as an Additional Insured
26.2.2 Commercial Automobile Liability, providing coverage for claims for damages for bodily
injury, including sickness or disease, death and for care and loss of services. as well as from
claims tor property damage including loss of use which may arise from use of an automobi Ie
under this Contract. whether such use of an automobile is by Contractor or by subcontractor or
by anyone directly or indirectly employed under this Contract. Unless otherwise specified within
this Contract, Contractor insurance minimum limits are as follows:
$] ,000.000.00 - per occurrence Combined Single limit for Bodily Injury and Property
Damage
In addition, the following coverages are required:
Owned, Hired and Non-owned
Name State as an Additional Insured
26,2,3 Watercraft Liability, when necessary to use watercraft for the perfonnance of the
Contractor's services under the terms of this Contract, either by Contractor or any subcontractor.
and if excluded by commercial general liability coverage, watercraft liability with a minimum
limit of $1 ,000,000.00 Combined Single Limit for Bodily Injury and Property Damage,
including Protection & Indemnity where applicable. Coverage will apply to owned. non-owned
and hired watercraft,
26.2.4 Aircraft Liability, when necessary to use aircraft for the performance of Contractor's services
under the tenns of this Contract, either by Contractor or a subcontractor, aircraft liability with a
minimum limit of$5,OOO,000.00 Combined Single Limit for Bodily Injury and Property
Damage. including Passenger Liability, Coverage will apply to owned, non-owned and hired
aircraft. The policy will provide 30 days notice of cancellation to State, State, all approving
parties and all of their otlicers. agents and employees will be named as additional insured's.
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26.2.5 Professional/Technical, Errors and Omissions and/or Miscellaneous Liability Insurance,
providing coverage for all claims Contractor is legally obligated to pay resulting from any actual
or alleged negligent act, error or omission related Contractor's professional services performed
under this Contract. Unless otherwise specified within this Contract. Contractor professional
liability insurance minimum limits are as follows:
$1,000,000.00 - per claim
$2,000,000.00 - annual aggregate
On request, Contractor must allow State to view reviewed or audited financial statements signed
by a Certified Public Accountant which provides evidence that Contractor has adequate assets to
cover any deductible that applies to this policy. State will treat such financial statements as non-
public data to the extent permitted by the Minnesota Government Data Practices Act.
26.2.6 Railroad Protective Liability Insurance, for work on railroad property. coverage in
accordance with Minnesota Department of Transportation, Specification 1708.2 (2005 Edition,
including any subsequent changes or modifications to this specification) if such coverage is
excluded from the insurance required by 26.2.1.
26.3 Contractor must:
26.3.1 Include legal defense fees in addition to its liability policy limits, with the exception of 26.2.5
above; and
26.3.2 Obtain insurance policies from an insurance company having an '"AM BEST' rating of '"A
minus"; and Financial Size Category VII or better.
26.4 State reserves the right to immediately suspend this Contract if Contractor is not in compliance with the
insurance requirements and retains all rights to pursue any legal remedies against Contractor. If State
suspends this Contract for Contractor's noncompliance with the insurance requirements, Contractor will
have 10 days from its receipt of notice of the suspension to cure the noncompliance. If Contractor does
not cure its noncompliance with the insurance requirements within 10 days, State may immediately
rescind this Contract. All insurance policies must be open to inspection by State, and copies of policies
must be submitted to State"s Authorized Representative upon written request.
Article 27 Independent Contractor; Workers' Compensation
27.1 Any and all employees of Contractor. including its subcontractors. or other persons while engaged in the
performance of any work or services rcquired by Contractor under this Contract, will not be considered
employees of State. Any and all claims that may arise under the Workers" Compensation Act of
Minnesota on behalf of said employees, or other persons while so engaged. and any and all claims made
by any third party under the Workers' Compensation Act of Minnesota as a consequence of any act or
omission on the part of Contractor' s employees, or other person while so engaged on any of the work or
services to be rendered, will in no way be the obligation or responsibility of State.
27.2 Prior to commencing work under this Contract, Contractor must present evidence, acceptable to State,
that Contractor is either in compliance with the requirements of Minnesota Statutes Section S 176.182, or
is exempt from such requirements. If claiming exemption from such requirements, Contractor must state
the specific basis on which it claims exemption. Contractor will provide Workers' Compensation
insurance for all Contractor employees and. in case any work is subcontracted, Contractor will require
the subcontractor to provide Workers' Compensation insurance in accordance with the statutory
requirements of state of Minnesota. including Coverage B, Employer's Liability, at limits not less than
$100,000.00 bodily injury by disease per employee; $500,000.00 bodily injury by disease aggregate; and
$100,000.00 bodily injury by accident. Evidence of subcontractor's insurance must be filed with
Contractor.
Article 28 Compliance with Licenses, Permits and Other Regulations
28.1 Contractor must procure all licenses. permits or other rights necessary to fulfill its obligations under this
Contract in compliance with applicable federal and state laws.
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Article 29 Affirmative Action
29.1 For Contracts in excess of $100,000.00, Contractor certifies that it is either in compliance with or
exempt from the requirements of Minnesota Statutes Section S363A.36.
29.2 Contractor certifies that it is an equal opportunity employer and complies with Title VI of the Civil
Rights Act of 1964, and the President's Executive Order Number 11246 as amended by Executive Order
Number] 1375. Accordingly, 49 Code of Federal Regulations Section 21 through Appendix C and 23
Code of Federal Regulations Section Part 200 will be applicable.
29.3 If Contractor had more than 40 full-time employees within the State of Minnesota on a single working
day during the previous twelve months Contractor must comply with the following Affirmative Action
requirements for disabled workers:
29.3.1 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. Contractor agrees to take affirmative action to employ, advance in
employment and otherwise treat qualified disabled persons without discrimination based upon
their physical or mental disability in all employment practices such as the following:
Employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination,
rates of payor other forms of compensation and selection for training. including apprenticeship.
29.3.2 Contractor will comply with the rules and relevant orders of the Minnesota Department of
Human Rights issued pursuant to the Minnesota Human Rights Act.
29.3.3 In the event of Contractor's noncompliance with the requirements of this clause, actions for
noncompliance may be taken in accordance may be taken in accordance with Minnesota Statutes
Section S363A.36 and the rules of relevant orders of the Minnesota Department of Human
Rights issued pursuant to the Minnesota Human Rights Act.
29.3.4 Contractor will 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 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.
29.3.5 Contractor must notify each labor union or representative of workers with which it has a
collective bargaining agreement or other Contract understanding, that Contractor is bound by the
terms of Minnesota Statutes Section S363A.36 or the Minnesota Human Rights Act and is
committed to take affirmative action to employ and advance in employment physically and
mentally disabled persons.
Article 30 Federal Clauses
30.1 If Federal Funds are involved with this Contract. the following additional conditions apply:
30.1.1 Federal reimbursement will be limited to the Federal share of costs which are allowable under
the Federal cost principles contained in the Federal Acquisition Regulation, Contract Cost
Principles and Procedures, 48 Code of Federal Regulations Section 31.
30.1.2 Contractor warrants and represents that State and the Federal Highway Administration will have
a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use for
federal, state or local government purposes. any patentable subject matter or copyrightable
materials developed, or any rights of copyright to which State has purchased ownership, under
this Contract, but such warranty and representation is subject to the provisions of Article 23.
When applicable, the patent rights provisions of 48 Code of Federal Regulations Section 27 will
apply to this Contract regarding rights to inventions. Such provisions are incorporated by
reference and must be incorporated in all subcontracts by reference.
30.1.3 Federal-Aid Contracts: Contractor acknowledges that by signing this Contract. it certifies to the
best of its knowledge and belief:
30.1.3.1 That no Federal appropriated funds have been paid or will be paid, by or on behalf of
Contractor, to any person for influencing or attempting to influence an officer or
employee of any Federal agency, a Member of Congress, an officer or employee of
Congress or an employee of a Member of Congress in connection with the awarding
of any Federal contract or the making, extension, continuation, renewal, amendment
or modification of any Federal grant, loan or cooperative agreement.
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Mn/DOT Contract No. 91085
30.1.3.2 That if any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of any
Federal agency, a Member of Congress an officer or employee of Congress or an
employee of a Member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement. Contractor must complete and submit Standard Fonn-
LLL, "Disclosure Fonn to Report Lobbying", in accordance with its instructions.
30.] .3.3 That this certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by 31 United States
Code Section 1352. Any person who fails to file the required certification will be
subject to a civil penalty.
30.1.3.4 That it must require that the language of this certification be included in all lower tier
subcontracts, which exceed $100,000.00 and that all such subcontractors must certify
and disclose accordingly.
30.1.4 Contractor must comply with applicable standards, orders or requirements issued under Section
306 of the Clean Air Act, 42 United States Code Section 7606; Section 508 of the Clean Water
Act, 33 United States Code Section 1368; Executive Order Number] 1738; and all applicable
regulations promulgated by the United States Environmental Protection Agency.
Article 31 Data Disclosure
31.1 Pursuant to Minnesota Statutes Section S270C.65, Contractor consents to disclosure of its social security
number, federal employer tax identification number and Minnesota tax identification number 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 Contractor to file state tax returns and pay delinquent state tax liabilities, if any.
Article 32 Printing, Paper Stock, and Ink Requirements
32.1 If this Contract results in reports or documents paid for by State, Contractor must comply with
Minnesota Statutes Sections S 16B.12] and S 168.122, for the purchase of printing, paper stock and
printing ink.
Article 33 Officials Not to Benefit
33.1 Contractor must obtain State's written consent prior to employing any professional or technical
personnel to provide or assist Contractor in providing. services under this Contract when the personnel
are or have been employed by State at any time during the time period of this Contract. This Article 33
does not apply to employees who have retired from State service during the time period of this Contract.
33.2 Contractor warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for Contractor, to solicit or secure this Contract and that Contractor has not
paid or agreed to pay any company or person, other than a bona fide employee working for Contractor,
any fee. commissions, percentage. brokerage fee, gifts or any other consideration, contingent upon or
resulting from the award of making of this Contract.
Article 34 Publicity and Endorsements
34.1 Contractor must obtain State's approval prior to releasing any publicity regarding the subject matter of
this Contract. Publicity includes, but is not limited to. notices, infonnational pamphlets, press releases,
research, reports. signs and similar public notices prepared by or for Contractor or its employees or
subcontractors. Publicity does not include notices of the Contract award or identification of the project in
statements of qualifications or proposals made to government agencies.
34.2 Contractor must not claim that State endorses its products or services.
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Article 35 Hazardous Materials
35.1 State will notify Contractor of any knowledge or suspicion of the presence of hazardous or dangerous
materials at a site or in a sample provided to Contractor. State agrees to provide Contractor with
information in its possession or control relating to contamination at the work site. Except where the
Contract contemplates the presence of such materials, if Contractor observes or suspects the presence of
contaminants not anticipated in the Special Terms of this Contract, Contractor may terminate its work
without liability to State or to others and Contractor will be paid for the services it has provided.
35.2 Neither this Contract nor the providing of services will operate to make Contractor an owner, operator,
generator. transporter, treater, storer or disposal facility within the meaning of the Resource
Conservation Recovery Act, as amended, or within the meaning of any other law governing the
handling, treatment. storage or disposal of hazardous materials.
Article 36 Safety
36.1 Contractor will provide a health and safety plan or program for its employees, but Contractor will not be
responsible for another contractor, job or site health or safety unless Contractor accepts that duty in
writing.
36.2 If Contractor is providing site testing and observation services, State will provide Contractor, at no cost
to Contractor, with legal access to work areas to be observed or inspected by Contractor in accordance
with the Contract documents. Occupational Safety and Health Administration standards and any other
relevant safety requirements. unless Contractor accepts a duty to provide such safety measures in
writing.
Article 37 Termination and Suspension
37.1 This Contract may be immediately terminated or suspended by State or the Commissioner of
Administration, at any time, with or without cause, upon written notice to Contractor. In the event of
such termination or suspension Contractor will be entitled to payment, detennined on a pro rata basis, for
services and goods performed or delivered. except for defective work. Ifsuch suspension is not lifted
within 90 days from the notice of suspension, Contractor may terminate this Contract by providing State
with a written notice of such termination.
37.2 In the event State cannot or does not obtain funding from the Minnesota Legislature, or funding cannot
be continued at a level sufficient to allow for the purchasing of the services and goods contained herein,
this Contract may be immediately terminated or suspended, at State's option, by written notice of
termination or suspension delivered in person. by mail or facsimile to Contractor at the address specified
in this Contract. State will not be obligated to pay for any services and goods provided by Contractor
after such notice of termination. If this Contract is suspended for lack of funding. State will not be
obligated to pay for any services and goods provided by Contractor after the date of suspension unless or
until such suspension is lifted. If such suspension is not lifted within 90 days of such notice of
suspension, Contractor may terminate this Contract by providing State with a written notice of such
termination.
Article 38 Disputes
38.1 State's Authorized Representative will be the initial interpreter of the requirements of this Contract and
will judge the acceptability of the work hereunder. Claims. disputes and other matters relating to the
acceptability of the work will be referred in writing to State's Authorized Representative. with a request
for a formal decision to be rendered in writing within a reasonable time. Written notice of each such
claim, dispute or other matter must be delivered by Contractor to State's Authorized Representative
within 30 days of the occurrence of the event giving rise to the claim, dispute or other matter. Written
supporting data must be submitted to State's Authorized Representative within 45 days of each such
occurrence, unless State's Authorized Representative allows an additional period of time to ascertain
more accurate data. Contractor will continue to perform while any such claim or dispute is pending.
38.2 The rendering of a decision by State's Authorized Representative will be a condition precedent to
Contractor's exercise of such rights and remedies as it may have under this Contract or at law in respect
to any claim, dispute or other matter.
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STATE ENCUMBR<\NCE VERIFICATION DEPARTMENT OF TRANSPORTATION
Individual certilies that funds have been encumbered as
required by Minnesota Statutes ~ 16A.15 and ~16C.05.
By: -----~
Signed: (with delegated authority)
Date: Title: ---~._--
CFMS Contract No. Date: ----
CONTRACTOR COMMISSIONER OF ADMINISTRA nON
Contractor ccrtities that the appropriate person(s) have
executed the Contract on hehalfofContractor as required
by applicable articles. bylaws. resolutions or ordinances. By: ~_~___
By: Date:
Title:
Date:
By: ~_____ _____~
Title:
Date:
CITY OF HASTINGS
By: ____~____~ ._.._. _.____.____
Title:
Date:
Ry:
Title: --_._~------
Date: -~--~
By:
Title:
Date:
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MnlDOT Contract No. 91085
Exhibit A
Scope of Work
Project Administration Phase (Activity Code 1085)
Task 1 Management and Meetings
1.01 Attend monthly meetings at Mn/DOT Waters Edge location with State and
City of Hastings to review project schedule, budget, project alterations and
progress.
1.02 Provide project management to include documentation of correspondence,
invoice preparation, budgets and schedule.
Planning Phase (Activity Code 1085)
Task 2 Information Gathering
2.01 Attend one meeting with the City of Hastings regarding the potential stair
addition at 706 Vermillion, potential alley retaining wall at 715 Vermillion
and defining limit of wall restoration at side streets and alleys.
2.02 Provide on site visit to review design impacts of work at local streets.
2.03 Attend two meetings with the City of Hastings and property owners
regarding the stair addition at 706 Vermillion. retaining wall at alley at
715 Vermillion and one general property owner informational meeting.
Task 3 Field Investigation
3.01 Field measure and Document existing stairs at 706 Vermillion and 612
Vermillion Street, details and conditions to allow for rebuilding due to
rebuilding of adjacent retaining walls.
3.02 Field measure site at alley at 7] 5 Vermillion to aid the design of new
retaining wall.
3.03 Field measure and document any additional stone retaining walls at side
streets that have not been previously included in scope of work as defined
in the planning study report ]2.15.07.
Task 4 Analysis
4.01 Discuss and provide options for new retaining wall at 715 Vermillion
based on historical precedent and required historical practices and
recommendation, and budget constraints.
4.02 Provide preliminary cost estimates for retaining wall options to guide final
scope definition.
Contract Documents Phase (Activity Code 1085)
Task 5 Plan Preparation and Special Provisions
5.01 Prepare and submit Preliminary 30% Complete Plans.
. Title Sheet
. General Layout
. Existing Conditions and Construction Plans (about 6 sheets)
. Wall Elevations (about 15 sheets, photo base info only)
. Structural Typical Sections for 706 Vermillion
.
Page I of3
Mn/DOT Contract No. 91085
Exhibit A
5.02 Prepare and submit Final Review 60% Complete Plans
. Title Sheet
. General Layout
. Estimated Quantities, Standard Plates. Tabulations
0 Quantities and Tabulations to depict columns for City
Participation, State Participation, and City/State
Participation combined.
. Structural Typical Sections for 706 Vermillion (about 2)
. Miscellaneous Details (about 2)
. Existing Conditions and Construction Plans (about 6 sheets)
. Wall Elevations (about 15 sheets)
. Erosion Control Plans (about 3 sheets)
5.03 Prepare and submit Final Review 95% Complete Plans and Special
Provisions, including provisions pertinent to historic construction
materials and procedures.
. Title Sheet
. General Layout
. Estimated Quantities, Standard Plates, Tabulations
. Structural Typical Sections for 706 Vermillion
. Miscellaneous Details
. Standard Plans
. Existing Conditions and Construction Plans
. Wall Elevations
. Erosion Control Plans
Do we need traflie control plans???'??
5.04 Prepare and submit Certified Plans and Special Provisions.
Deliverables: II" x I T plans, 8-1/2" x II" Special Provisions; electronic file and
hard copy fonnat, as required; all in accordance with current Mn/DOT standards,
including the Standard Specifications for Highway Construction, and any
supplements. Mn/DOT Bridge Design Manual and Drafting Standards/Practices,
all incorporated by reference. Electronic Special Provisions will be in MS Word
format. Electronic Plans will be in Microsoft V8 fonnat, and comply with the
Metro Standard Plan.
Contractor will deliver one set of plans, electronically, in .pdffonnat to the City,
along with the Special Provisions.
Plans will be within the requirements of the Secretary of the Interior's Standards
for Rehabilitation and Hastings Heritage Commission. Special Provisions will
call for a stone mason with demonstrated experience with rehabilitating historic
stone masonry.
30% Plan
60% Plan
Page 2 on
MnJDOT Contract No. 91 OR5
Exhibit A
Final Review 95% Plan
Final Review 95% Technical Special Provisions
Certified Plans and Technical Special Provisions
Construction Contract Administration Phase (Activity Code 1803)
Task 6 Construction Support
6.01 Attend Pre-Construction Conference
6.02 Make site visits to provide oversight of construction and/or to attend on-
site progress meetings. A total of twelve visits by MacDonald and Mack
Architects and eight site visits by TKDA are anticipated. Site visits will
be more frequent at the beginning of construction to assure initial
interpretation and construction measures conform to the intent of the plans
and special provisions.
6.03 Answer questions raised by Mn/DOT inspection personnel during
construction.
Schedule
Project Administration Phase On going throughout the course
of the project
Planning Phase
Task 2 Information Gathering July 24. 2007
Task 3 Field Investigations July 24. 2007
Task 4 Analysis August L 2007
Contract Documents Phase
Task 5 Plan Preparation and Special Provisions
30% Complete Plans July 24.2007
60% Complete Plans August 14.2007
95% Complete Plans
and Special Provisions September I. 2007
Certified Plans and 2 weeks after receipt of State and City
Special Provisions review and comments
Construction Contract Administration Phase
Task 6 Construction Support Services as dictated by
Construction schedule
Page 3 of3
Mn/DOT Contract No. 91085
Exhibit B
Minnesota Department of Transportation
Reimbursement Rates for Travel Expenses
Subiect Conditions/Mileage Rate
Personal Car (1) Current IRS Rate
Commercial Aircraft (2) Actual Cost
Personal Aircraft (1) $0.45/mile
Rental Car (2) Actual Cost
Taxi (3) Actual Cost
Meals
Breakfast (1) (5) $7.00/person
Lunch (I) (5) $9.00/person
Dinner (1) (5) $] 5.00/person
Lodging
Motel. Hotel. etc. (2) (4) (6) Actual Cost
Laundry/Dry Cleaning (1)(3) $] 6.00/week
(After seven continuous days in
Travel Status)
Telephone. Personal (1) $3.00/day
Travel Status
More than 35 miles from Home Station and/or stay overnight at commercial lodging (motel, etc.).
Leave home in travel status before 6 a.m. for breakfast expense that day.
In travel status after 7 p.m. for supper expense that day.
On travel status and/or more than 35 miles from Home Station for lunch expense that day.
Restrictions
(1) A maximum rate shown or a lesser rate per actual reimbursement to an employee.
(2) Include receipt or copy ofreceipt when invoicing. (Coach class for aircraft. standard car size, and
standard room (not to exceed $150.00)).
(3) Include receipt or copy of receipt when more than $10.00.
(4) Reasonable for area of a stay.
(5) The gratuity is included in maximum cost.
(6) To be in Travel Status and at a commercial lodging.
Page 1 of I
(CSS Reviewed 3/20/2007)
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Mn/DOT Contract No. 91085
Exhibit D
INVOICE NO. --
To: Consultant Services Section Estimated Completion: %
Mn/DOT, Consultant Services, MS 680 (from Column 6 Progress Report)
395 John Jreland Boulevard, St. Paul, MN 55 J 55
To: City of Hastings
101 Fourth Street East
Hastings, MN 55033 Period Ending:
Copies: Dan Rowe, Project Manager
Linn Moline, Contract Administrator Invoice Date:
Mn/DOT Waters Edge
1500 West County Road B2
Roseville, MN 55113
Re: Contract Expiration Date: February 14,2009 SPNumber: 1913-6] TH Number: 61
Project Description: Hastings Retaining Wall
Total Total Amount Billed
Contract Billing Previously This
Amount to Date Billed Invoice
I. Hour]y Fees: $86,610.00
2. Direct Expense Costs: $610.00
(Attach Supporting Documentation)
3. Subcontractor Costs:
TKDA $72,] 99.16
Net Earnings Totals: $159,419.16
Total Due City of Hastings (38%) $
Total Due State (62%) $
I certify that the above statement is correct and
Activity Total Amount Billed This payment has not been received.
Code Billing to Previously Invoice
Date Billed Signature:
1085
]803 Print Name: --------.-------
Total* Title: ~---~
*Must Match Net Earnings Totals Above
Bil]ing Address: MacDonald & Mack Architects. Ltd
For Consultant Services Use Only Grain Exchange Building
400 South Fourth Street, Suite 712
Minneapolis, MN 55033
Telephone: (612) 341-4051
Approved for Payment:
Date: --~-
Page 1 of I
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