HomeMy WebLinkAbout6.i. Approve Joint Powers Agreement and MnDOT Contract No. 00689 – Flint Hills Raving Project, ENG Project 0055 aa
RJSE 1DU 1 EXECUTIVE SUMMARY
CITY COUNCIL
City Council Meeting: July 3, 2012
AGENDA ITEM: Approve Joint Powers Agreement and AGENDA SECTION:
MnDOT Contract No. 00689 — Flint Hills Consent
Ravine Project, ENG Project 0055
PREPARED BY: Andrew J. Brotzler, PE, Director of P
i AGENDA NO.
Works / City Engineer
ATTACHMENTS: Location Map, Joint Powers Agreement
with VRWJPO and MnDOT Contract No. APPROVED BY:
00689 g QS
RECOMMENDED ACTION: 1) Motion to Approve Joint Powers Agreement with VRWJPO
and Authorize Necessary Signatures; and 2) Motion to Approve MnDOT Contract No.
00689 and Authorize Necessary Signatures.
ISSUE
Consider approval of 1) Joint Powers Agreement with the Vermillion River Watershed Joint Powers
Organization ( VRWJPO); and 2) MnDOT Contract No. 00689 for the conveyance of funds necessary to
complete erosion repair improvements at Flint Hills Resources.
BACKGROUND
In 2009 representatives from MnDOT, Dakota County, VRWJPO, and Flint Hills Resources met to
evaluate an erosion issue along TH 52 on the east side of the railroad tracks located on Flint Hills
Resources property. This area of concern was identified as an issue during Dakota County's planning
efforts for the extension of the Mississippi River Regional Trail through this area.
Through a review of the history of the area and drainage issues, the following items were determined:
• The tributary drainage area to the culvert under the UP railroad tracks is MnDOT right -of -way for
TH's 52 and 55.
• Prior to 2009, the original culvert failed and washed out under the railroad tracks. UP installed the
current 60" diameter culvert cantilevered over the slope without downstream erosion control.
• The immediate need for repairing this area is for the planned construction of the Mississippi River
Regional Trail by Dakota County through this area of Flint Hills Resource property.
• The City agreed to assume the lead role for the design and project administration for a
construction project with the understanding that the City was not financially participating in the
construction cost.
• VRWJPO, Dakota County and MnDOT are financially contributing to the project.
In 2011, VRWJPO applied for and was awarded a 2012 Clean Waters Fund Competitive Grant from the
State of Minnesota in the amount of $244,000.
G: \ENGPROJ \ENG 0055 - Flint Hill Resources \20120703 CC approve JPA.docx
The total estimated project cost is $339,000 with the following funding sources and amounts.
VRWJPO $25,000
Dakota County $25,000
MnDOT $45,000
Clean Waters Fund $244,000
The two attached agreements with VRWJPO and MnDOT are for the conveyance of these funds to the
City for the completion of the project. Both agreements have been reviewed by the City Attorney.
SUMMARY
Staff recommends Council approval of the Joint Powers Agreement with VRWJPO and MnDOT
Contract No. 00689.
2
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ATTACHMENT
JOINT POWERS AGREEMENT
BETWEEN THE VERMILLION RIVER WATERSHED JOINT POWERS ORGANIZATION
AND
THE CITY OF ROSEMOUNT
RELATED TO THE
ROSEMOUNT /FLINT HILLS RAVINE RESTORATION PROJECT
WHEREAS, Minn. Stat. § 471.59 authorizes local governmental units to jointly or cooperatively exercise
any power common to the contracting parties; and
WHEREAS, the Vermillion River Watershed Joint Powers Organization is a watershed management body
consisting of Dakota and Scott Counties (VRWJPO) governed by the Vermillion River Watershed Joint
Powers Board (VRWJPB) and is charged with carrying out the duties set forth in Minn. Stat. §§ 103B.211
to 103B.255 and as otherwise provided by law; and
WHEREAS, the City of Rosemount (City) is a governmental unit and political subdivision of the State of
Minnesota; and
WHEREAS, water from an area in and near the interchange of US Highway 52 and MN Highway 55 flows
through a culvert under a line of the Union Pacific Railroad and spills into a steep bluff face at the head of
a ravine located on property owned by Flint Hills Resources causing a severe erosion problem that
contributes sediment to Spring Lake and the Mississippi River; and
WHEREAS, through the collaborative efforts of Dakota County, the Dakota County Soil and Water
Conservation District, the Minnesota Department of Transportation, Flint Hills Resources, the City and the
VRWJPO, a solution was identified to solve the erosion problem, namely, the installation of a grade
control structure and infiltration on property owned by Flint Hills Resources, commonly referred to as the
Rosemount/Flint Hills Ravine Restoration Project (Project); and
WHEREAS, the City desires to install the Project and Flint Hills Resources has consented to the
installation of the Project on its property; and
WHEREAS, the VRWJPO applied for and received a 2012 Clean Waters Fund Competitive Grant from
the State of Minnesota administered by its Board of Water and Soil Resources for costs associated with
the Project in the amount of $244,000.00 (Grant); and
WHEREAS, to meet the match requirements of the Grant, the VRWJPO is contributing the sum of
$50,000.00 in cost share funding towards the project, $25,000.00 of which was provided to the VRWJPO
by Dakota County.
NOW, THEREFORE, in consideration of the mutual promises and benefits that the VRWJPO and the City
shall derive from this Agreement, the VRWJPO and the City hereby enter into this Agreement for the
purposes stated herein.
SECTION 1
PURPOSE
The purpose of this Agreement is to define the responsibilities and funding obligations of the VRWJPO
and the City for the Project.
SECTION 2
PARTIES
The parties to this Agreement are the Vermillion River Watershed Joint Powers Organization (VRWJPO)
and the City of Rosemount, Minnesota (City).
SECTION 3
TERM
This Agreement shall be effective the date of the signatures of the parties to this Agreement and shall
remain in effect until December 31, 2012, or until completion by the parties of their respective obligations
under this Agreement, whichever occurs first, unless earlier terminated by law or according to the
provisions of this Agreement.
SECTION 4
COOPERATION
The VRWJPO and the City agree to cooperate and use their reasonable efforts to ensure prompt
implementation of the various provisions of this Agreement and to, in good faith, undertake resolution of
any dispute in an equitable and timely manner.
SECTION 5
PAYMENT
5.1 TOTAL COST. The VRWJPO shall cost share with the City in an amount not to exceed
$294,000.00 for costs directly related to the design and installation of the Project (Agreement
Maximum).
5.2 TIME OF PAYMENT. Under the terms of the Grant, the VRWJPO is to receive the Grant funds in
three disbursements: (a) 50% after execution of the Grant; (b) 40% after the first 50% has been
expended and Grant reporting requirements are met; and (c) 10% after final Grant requirements
are met. The VRWJPO will make progress payments to the City on a reimbursement basis,
contingent upon the VRWJPO's receipt of adequate Grant disbursements to make said
payments. VRWJPO will notify the City within 24 hours of receipt of notice that payment of grant
funds will be suspended or terminated. Upon such notice, the City is under no obligation to
complete the Project and will be paid by VRWJPO for expenses incurred up to termination of
work on the Project, for terminating the contract with the City's contractor and for closing the
Project in a reasonably stable condition. Notwithstanding the foregoing, 10% of the Agreement
Maximum shall be withheld until the VRWJPO has verified that the Project has been installed in
accordance with this Agreement and upon receipt by the VRWJPO of the final Grant
disbursement as set forth above. All requests for payment shall be supported by itemized Project
receipts and invoices determined by the VRWJPO to be practical and reasonable for the
completion of the Project.
5.3 PAYMENT FOR UNAUTHORIZED CLAIMS. The VRWJPO may refuse to pay any claim that is
not specifically authorized by this Agreement. Payment of a claim shall not preclude the
VRWJPO from questioning the propriety of the claim. The VRWJPO reserves the right to offset
any overpayment or disallowance of claim by reducing future payments.
SECTION 6
CITY'S OBLIGATIONS
6.1 PROJECT DESIGN AND SOLICITATION OF BIDS. The City and its engineering staff and /or
consultant(s) shall design the plans and specifications for the Project (collectively the "Plans ") and
shall present the Plans to the VRWJPO liaison for review. If the VRWJPO liaison approves the
Plans, the City shall solicit sealed bids in accordance with Minn. Stat. § 471.345 for the
construction of the Project. City staff and the VRWJPO liaison shall review the bids received and
make a joint recommendation to the City as to the selection of a contractor.
Notwithstanding any provision of this Agreement to the contrary, the City has the absolute right to
reject any and all bids in accordance with Minnesota law. In the event all bids are rejected, City
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staff and the VRWJPO liaison shall jointly evaluate the bid process and make a recommendation
to the City on how to proceed.
6.2 CONSTRUCTION CONTRACT. The City shall be responsible for executing a contract with the
contractor selected in accordance with section 6.1 above and for managing the performance of
the contract. The contract shall contain a provision that allows the City to immediately terminate
the contract if the VRWJPO does not obtain all or a portion of the Grant disbursements. The
contract shall also require that the contractor obtain approval from the City and the VRWJPO
liaison for all change orders. If any change orders approved by the City and the VRWJPO liaison
result in an increase in the contract price and if the funding provided under this Agreement is not
sufficient to cover the increased contract price, the VRWJPO shall reimburse the City 50% of the
additional cost that exceeds the Agreement Maximum, but said reimbursement(s) made by the
VRWJPO shall not exceed the aggregate amount of $15,000.00. Upon completion of
construction of the Project, the City will request final approval by the VRWJPO prior to City
acceptance of the Project and final payment to the City's contractor. Within ten (10) days of such
request, the VRWJPO will inspect the work of the Project, and either accept the work if done in
accordance with approved plans and specifications or specify in writing any failure to conform to
such plans and specifications.
6.3 AUTHORIZED PURPOSE. The cost share funds provided under the terms of this Agreement
may only be used by the City for the payment of costs directly related to the Project. The City is
solely responsible for any costs that are outside the scope of the Project.
6.4 CONSTRUCTION REQUIREMENTS. The Project must be installed on or before December 1,
2012, unless otherwise agreed to in writing by the parties. The Project must be completed in
compliance with the approved plans and specifications and any applicable technical standards.
Any requests to change the approved plans, specifications or cost estimates must be submitted in
writing to the VRWJPO for review and approval.
The VRWJPO reserves the right, at its sole discretion, to determine Project compliance with this
Agreement and may withhold or deny payment for the Project if it is non - compliant, improperly
installed and /or improperly maintained or payment requests to the VRWJPO for expenses are
determined to be non - essential to the Project. The City is responsible to confirm Project
compliance with the VRWJPO for critical Project components. Unless otherwise agreed to in
writing, the City is responsible to correct all non - compliance issues to the satisfaction of the
VRWJPO at the City's sole expense. At its option, the VRWJPO may determine the non-
compliance of a single Project component to be non - compliance for the Project as a whole.
6.5 COMPLIANCE WITH LAWS /STANDARDS. The City shall abide by all federal, state, or local
laws, statutes, ordinances, rules and regulations in installing and maintaining the Project,
including obtaining all necessary permits to install the Project.
6.6 COMPLIANCE WITH GRANT REQUIREMENTS. The City shall abide by all the requirements
and conditions of the Grant, which is incorporated herein by this reference (i.e., BWSR Project
#C12 -66). The City shall provide to the VRWJPO any information necessary for the VRWJPO to
fulfill its obligations under the Grant.
6.7 EASEMENTS. The City must obtain all necessary easements from the landowner to allow the
City to install the Project on the landowner's property and to maintain the Project for a minimum
period of 25 years.
6.8 RIGHT OF ENTRY. The City shall obtain the landowner's permission to allow the VRWJPO, its
employees, duly authorized representatives, agents and subcontractors to enter upon and have
rights of ingress and egress over and access at reasonable times to the real property where the
Project will be located for the purpose of providing technical assistance, inspecting the installation
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of the Project and monitoring the maintenance of the Project. This section shall survive the
termination of this Agreement.
6.9 MAINTENANCE. In accordance with the Grant requirements, the grantee is responsible for the
operation and maintenance of the Project to ensure that the objective of the Project is met and an
effective life of a minimum of 25 years from the date of installation is achieved. The City agrees
to perform such maintenance and repairs, provided the cost thereof does not exceed $5,000
during each of the following 5 year increments: 2013 -2017, 2018 -2022, 2023 -2027, 2028 -2032
and 2033 -2037. If the VRWJPO requires maintenance or repairs that will cause the cumulative
costs to exceed $5,000 during any of the aforementioned 5 year increments, the City is not
obligated to undertake such maintenance and repairs unless the VRWJPO agrees to pay the City
for such excess costs. Should the City fail to maintain the Project in accordance with this
paragraph for the effective life, the VRWJPO may seek from the City reimbursement of the
financial assistance provided to the City under the terms of this Agreement. The City is not liable
for any such reimbursement if the failure was caused by reasons beyond the City's control or if
practices are applied at the City's expense that provide equivalent protection as intended by the
Project. This section shall survive the expiration or termination of this Agreement.
6.10 ACKNOWLEDGMENT. The City shall appropriately acknowledge the funding assistance
provided by the VRWJPO and Dakota County in any promotional materials, signage, reports,
publications, notices, and presentations relating to the Project.
SECTION 7
INDEMNIFICATION
Each party to this Agreement shall be liable for the acts of its officers, employees or agents and the
results thereof to the extent authorized by law and shall not be responsible for the acts of the other party,
its officers, employees or agents. The provisions of the Municipal Tort Claims Act, Minn. Stat. ch. 466
and other applicable laws govern liability of the VRWJPO and the City. This section shall survive
expiration or termination of this Agreement.
SECTION 8
AUTHORIZED REPRESENTATIVES AND LIAISONS
8.1 AUTHORIZED REPRESENTATIVES. The following named persons are designated the
authorized representatives of the parties for purposes of this Agreement. These persons have
authority to bind the party they represent and to consent to modifications, except that the
authorized representative shall have only the authority specifically or generally granted by their
respective governing boards. Notice required to be provided pursuant to this Agreement shall be
provided to the following named persons and addresses unless otherwise stated in this
Agreement, or in a modification of this Agreement:
TO THE VRWJPO: Joseph A. Harris or successor, Chair
Vermillion River Watershed Joint Powers Organization
14955 Galaxie Avenue
Apple Valley, MN 55124
TO ROSEMOUNT: William H. Droste or successor, Mayor
City of Rosemount
2875 145 St. W.
Rosemount, MN 55068
In addition, notification to the VRWJPO regarding termination of this Agreement shall be provided
to the Office of the Dakota County Attorney, Civil Division, 1560 Highway 55, Hastings, Minnesota
55033.
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8.2 LIAISONS. To assist the parties in the day -to -day performance of this Agreement and to ensure
compliance and provide ongoing consultation, a liaison shall be designated by the VRWJPO and
the City. The VRWJPO and the City shall keep each other continually informed, in writing, of any
change in the designated liaison. At the time of execution of this Agreement, the following
persons are the designated liaisons:
VRWJPO Liaison: Travis Thiel
Telephone: (952) 891 -7546
City Liaison: Andy Brotzler
Telephone: (651) 322 -2022
SECTION 9
TERMINATION
Either party may terminate this Agreement for cause by giving seven days' written notice of its intent to
terminate, to the other party. Such notice to terminate for cause shall specify the circumstances
warranting termination of the Agreement. Cause shall mean a material breach of this Agreement and any
supplemental agreements or amendments thereto. Notice of Termination shall be made by certified mail
or personal delivery to the authorized representative of the other party. Termination of this Agreement
shall not discharge any liability, responsibility or right of any party, which arises from the performance of
or failure to adequately perform the terms of this Agreement prior to the effective date of termination.
SECTION 10
REPORTING, ACCOUNTING AND AUDITING REQUIREMENTS
10.1 ACCOUNTING AND RECORDS. The City agrees to establish and maintain accurate and
complete accounts, financial records and supporting documents relating to the receipt and
expenditure of the funding provided in accordance with this Agreement. Such accounts and
records shall be kept and maintained by the City for a minimum period of six years following the
expiration of this Agreement.
10.2 AUDITING. The books, records, documents and accounting procedures and practices of the City
that are relevant to this Agreement are subject to examination by the VRWJPO and the State
Auditor for a minimum of six years following the expiration of this Agreement.
SECTION 11
MODIFICATIONS
Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be
valid when they have been reduced to writing, approved by the parties respective Boards, and signed by
the authorized representatives of the VRWJPO and the City.
SECTION 12
MINNESOTA LAW TO GOVERN
This Agreement shall be governed by and construed in accordance with the substantive and procedural
laws of the State of Minnesota, without giving effect to the principles of conflict of laws. All proceedings
related to this Agreement shall be venued in the County of Dakota, State of Minnesota.
SECTION 13
MERGER
This Agreement is the final expression of the agreement of the parties and the complete and exclusive
statement of the terms agreed upon and shall supersede all prior negotiations, understandings, or
agreements.
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SECTION 14
SEVERABILITY
The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered
void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the
remainder of this Agreement unless the part or parts that are void, invalid or otherwise unenforceable
shall substantially impair the value of the entire Agreement with respect to either party.
SECTION 15
SURVIVORSHIP
The following provisions under this Agreement survive after the termination date of this Agreement:
Section 6.6 (Right of Entry); Section 6.7 (Maintenance); Section 6.8 (Acknowledgment); Section 7
(Indemnification); Section 10 (Reporting, Accounting and Auditing); Section 12 (Minnesota Law to
Govern); and Section 14 (Severability).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) indicated
below.
CITY OF ROSEMOUNT
By
William H. Droste, Mayor
Date of Signature:
By
, City Clerk
Date of Signature:
VERMILLION RIVER WATERSHED JOINT POWERS
ORGANIZATION
By
Joseph A. Harris, Chair
Date of Signature:
APPROVED AS TO FORM:
Assistant Dakota County Attorney /Date
VRW Res. No. 12-
KS -12 -106
6
I
Minnesota Department of Transportation
0 y M etropolitan Division
I o C onsultant Administration E -Mail: Jennifer.Faricy @dot.state.mn.us
Waters Edge Phone: (651) 234 -7684
i
k.
1500 West County Road B -2 Fax: (651) 234 -7689
1 OF TRPa� Roseville, MN 55113
April 30, 2012
Mr. Andrew Brotzler
City Engineer
City of Rosemount
2875 145 Street West
Rosemount, MN 55068 -7997
In reference to: 00689
Project Description: Flint Hills Ravine Joint Powers Agreement
Dear Mr. Brotzler:
Attached is a PDF copy of the above referenced Contract as well as the Conflict of Interest Form.
Please obtain the correct signatures as described below:
- Governmental Agency: The COMMISSIONER or DEPUTY COMMISSIONER must
sign and date
Your signature on this Contract does not constitute an obligation by Mn/DOT. Execution of
this Contract is subject to and expressly conditioned upon final approval by Mn/DOT
pursuant to Minnesota Statutes 16C.05 Subdivision 2. Approval will be conclusively deemed
given upon delivery of a fully executed Contract to you. A copy of the Contract will be sent •
to you after it is fully executed by Mn/DOT.
If the enclosed Contract meets your approval, please have all the contract signed, scan and
email back to me at: Jennifer.faricy @state.mn.us.
I have been assigned as the Authorized Representative for this project. Any changes or
additions to this Contract will render it invalid.
Sincerely,
ennifer Faricy /
MnDOT Contract No. 00689
Flint Hills Ravine Joint Powers Agreement
CONFLICT OF INTEREST CHECKLIST AND DISCLOSURE FORM
Purpose of this Checklist. This checklist is provided to assist proposers in screening for potential organizational conflicts
of interest. The checklist is for the internal use of proposers and does not need to be submitted to MnDOT, however, the
Disclosure of Potential Conflict of Interest form should be submitted in a separate envelope along with your proposal.
Definition of "Proposer ". As used herein, the word "Proposer" includes both the prime Contractor and all proposed
Subcontractors.
Checklist is not Exclusive. Please note that this checklist serves as a guide only, and that there may be additional
potential conflict situations not covered by this checklist. If a proposer determines a potential conflict of interest exists
that is not covered by this checklist, that potential conflict must still be disclosed.
Use of the Disclosure Form. Proposer must complete the attached disclosure form and submit it with their Proposal (or
separately as directed by MnDOT for projects not awarded through a competitive solicitation). If the proposer determines
a potential conflict of interest exists, it must disclose the potential conflict to MnDOT; however, such a disclosure will not
necessarily disqualify a proposer from being awarded a Contract. To avoid any unfair "taint" of the selection process, the
disclosure form should be provided separate from the bound proposal, and it will not be provided to selection committee
members. MnDOT Contract Management personnel will review the disclosure and the appropriateness of the proposed
mitigation measures to determine if the proposer may be awarded the Contract notwithstanding the potential conflict.
MnDOT Contract Management personnel may consult with MnDOT's Project Manager and Department of
Administration personnel. By statute, resolution of conflict of interest issues is ultimately at the sole discretion of the
Commissioner of Administration.
Material Representation. Proposer is required to submit the attached disclosure form either declaring, to the best of its
knowledge and belief, either that no potential conflict exists, or identifying potential conflicts and proposing remedial
measures to ameliorate such conflict. The proposer must also update conflict information if such information changes
after the submission of the proposal. Information provided on the form will constitute a material representation as to the
award of this Contract. MnDOT reserves the right to cancel or amend the resulting Contract if the successful proposer
failed to disclose a potential conflict, which it knew or should have known about, or if the proposer provided information
on the disclosure form that is materially false or misleading.
Approach to Reviewing Potential Conflicts. MnDOT recognizes that proposer's must maintain business relations with
other public and private sector entities in order to continue as viable businesses. MnDOT will take this reality into account
as it evaluates the appropriateness of proposed measures to mitigate potential conflicts. It is not MnDOT's intent to
disqualify proposers based merely on the existence of a business relationship with another entity, but rather only when
such relationship causes a conflict that potentially impairs the proposer's ability to provide objective advice to MnDOT.
MnDOT would seek to disqualify proposers only in those cases where a potential conflict cannot be adequately mitigated.
Nevertheless, MnDOT must follow statutory guidance on Organizational Conflicts of Interest.
Statutory Guidance. Minnesota Statutes §16C.02, subdivision 10(a) places limits on state agencies ability to Contract
with entities having an "Organizational Conflict of Interest ". For purposes of this checklist and disclosure requirement,
the term "Vendor" includes "Proposer" as defined above. Pursuant to such statute, "Organizational Conflict of Interest"
means that because of existing or planned activities or because of relationships with other persons: (1) the vendor is
unable or potentially unable to render impartial assistance or advice to the state; (2) the vendor's objectivity in performing
the contract work is or might otherwise be impaired; or (3) the vendor has an unfair advantage.
Additional Guidance for Professionals Licensed by the Minnesota Board of Engineering. The Minnesota Board of
Engineering has established conflict of interest rules applicable to those professionals licensed by the Board (see
Minnesota Rules part 1805.0300) Subpart 1 of the rule provides "A licensee shall avoid accepting a commission where
duty to the client or the public would conflict with the personal interest of the licensee or the interest of another client.
Prior to accepting such employment the licensee shall disclose to a prospective client such facts as may give rise to a
conflict of interest ".
-1—
(CSS Reviewed 8/10/2011)
MnDOT Contract No. 00689
Flint Hills Ravine Joint Powers Agreement
An organizational conflict of interest may exist in any of the following cases:
❑ The proposer, or its principals, own real property in a location where there may be a positive or adverse impact on the
value of such property based on the recommendations, designs, appraisals, or other deliverables required by this
Contract.
❑ The proposer is providing services to another governmental or private entity and the proposer knows or has reason to
believe, that entity's interests are, or may be, adverse to the state's interests with respect to the specific project
covered by this Contract. Comment: the mere existence of a business relationship with another entity would not
ordinarily need to be disclosed. Rather, this focuses on the nature of services commissioned by the other entity. For
example, it would not be appropriate to propose on a MnDOT project if a local government has also retained the
proposer for the purpose of persuading MnDOT to stop or alter the project plans.
❑ The Contract is for right -of -way acquisition services or related services (e.g. geotechnical exploration) and the
proposer has an existing business relationship with a governmental or private entity that owns property to be acquired
pursuant to the Contract.
❑ The proposer is providing real estate or design services to a private entity, including but not limited to developers,
whom the proposer knows or has good reason to believe, own or are planning to purchase property affected by the
project covered by this Contract, when the value or potential uses of such property may be affected by the proposer's
performance of work pursuant to this Contract. "Property affected by the project" includes property that is in, adjacent
to, or in reasonable proximity to current or potential right -of -way for the project. The value or potential uses of the
private entity's property may be affected by the proposer's work pursuant to the Contract when such work involves
providing recommendations for right -of -way acquisition, access control and the design or location of frontage roads
and interchanges. Comment: this provision does not presume proposers know nor have a duty to inquire as to all of
the business objectives of their clients. Rather, it seeks the disclosure of information regarding cases where the
proposer has reason to believe that its performance of work under this contract may materially affect the value or
viability of a project it is performing for the other entity.
❑ The proposer has a business arrangement with a current MnDOT employee or immediate family member of such
employee, including promised future employment of such person, or a subcontracting arrangement with such person,
when such arrangement is contingent on the proposer being awarded this Contract. This item does not apply to pre-
existing employment of current or former MnDOT employees, or their immediate family members. Comment: this
provision is not intended to supercede any MnDOT policies applicable to its own employees accepting outside
employment. This provision is intended to focus on identifying situations where promises of employment have been
made contingent on the outcome of this particular procurement. It is intended to avoid a situation where a proposer
may have unfair access to "inside" information.
❑ The proposer has, in previous work for the state, been given access to "data" relevant to this procurement or this
project that is classified as "private" or "nonpublic" under the Minnesota Government Data Practices Act, and such
data potentially provides the proposer with an unfair advantage in preparing a proposal for this project. Comment:
this provision will not, for example, necessarily disqualify a proposer who performed some preliminary work from
obtaining a final design Contract, especially when the results of such previous work are public data available to all
other proposers. Rather, it attempts to avoid an "unfair advantage" when such information cannot be provided to other
potential proposers. Definitions of "government data ", "public data ", "non- public data" and "private data" can be
found in Minnesota Statutes Chapter 13.
❑ The proposer has, in previous work for the state, helped create the "ground rules" for this solicitation by performing
work such as: writing this solicitation, or preparing evaluation criteria or evaluation guides for this solicitation.
❑ The proposer, or any of its principals, because of any current or planned business arrangement, investment interest, or
ownership interest in any other business, may be unable to provide objective advice to the state.
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(CSS Reviewed 8/10/2011)
MnDOT Contract No. 00689
Flint Hills Ravine Joint Powers Agreement
DISCLOSURE OF POTENTIAL CONFLICT OF INTEREST
Having had the opportunity to review the Organizational Conflict of Interest Checklist, the proposer hereby indicates that
it has, to the best of its knowledge and belief:
Determined that no potential organizational conflict of interest exists.
Determined a potential organizational conflict of interest as follows:
Describe nature of potential conflict:
Describe measures proposed to mitigate the potential conflict:
Signature Date
If a potential conflict has been identified, please provide name and phone number for a contact person authorized to
discuss this disclosure form with MnDOT contract personnel.
Name Phone
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(CSS Reviewed 8/10/2011)
MnDOT Contract No: 00869
STATE OF MINNESOTA
JOINT POWERS AGREEMENT for NON-PROFESSIONAL/TECHNICAL SERVICES
This agreement is between the State of Minnesota, acting through its Commissioner of Transportation ( "State ")
and City of Rosemount acting through its City Council. ( "City").
Recitals
1. Minnesota Statute §471.59, subd. 10 and 174.03, subd. 6, authorize the parties to enter into this
Agreement.
2. The State and City of Rosemount have agreed to repair and restore an eroded ravine, located on the
property of Flint Hills. The ravine is eroded, allegedly due to run off from T.H. 52 right of way. It is
necessary to correct the situation to avoid on -going environmental damage.
3. City will act as lead agency and will provide day to day project management for this Agreement.
State will provide a lump sum, of $45,000.00 to the City to manage the construction and
restoration portion of this project.
4. City, Dakota County and Vermillion River Watershed Joint Powers Organization (VRWJPO ) have each
committed funding toward the cost of this work. The City will enter into separate agreements with those
parties.
5. City represents that it is duly qualified and agrees to perform all services described in this Agreement to
the satisfaction of State.
Agreement
1. Term of Agreement; Survival of Terms; Incorporation of Exhibits
1.1 Effective date: This Agreement will be effective on the date the State obtains all signatures
required by Minnesota Statutes § 16C.05, subdivision 2.
1.2 Expiration date: This Agreement will expire on March 31, 2013 or when all obligations have
been satisfactorily fulfilled, whichever 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 Agreement, including, without limitation, the following clauses: 6. Indemnification; 7. State
Audits; 8. Govemment Data Practices; 9. Governing Law; Jurisdiction; Venue; and 11. Force
Majeure.
1.4 Exhibits. Exhibit A is attached and incorporated into this Agreement.
2. Agreement between the Parties
2.1 City will let and award a contract for construction to repair and restore an eroded ravine,
located on the property of Flint Hills. State's Project Manager will review and approve plan and
special provisions prior to letting. Such contract or contracts will be awarded in accordance with
applicable laws. The City will oversee and administer such construction contract(s) and will
require work will be performed in accordance with plans and specifications developed by the City
and made a part of such contract. The City will ensure that payment is made in accordance with
applicable laws, and only for work performed in an acceptable manner.
3. Payment
3.1 State will pay a onetime lump sum payment of $45,000.00 to City to be used for construction and
restoration of the eroded ravine. The State will not pay more than $45,000.00, upon invoicing
from the City, regardless of the actual costs to construct the project and to oversee such
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MnDOT Contract No: 00869
construction. City will invoice State upon execution of City's construction project to repair the
Flint Hills Ravine.
The total obligation of the State under this Agreement will be $45,000.00.
4. Authorized Representatives.
Each party's Authorized Representative is responsible for administering this Agreement and is authorized to
give and receive any notice or demand required or permitted by this Agreement.
4.1 For the State. The State's Authorized Representative is Jennifer Faricy, Consultant
Administrator, Minnesota Department of Transportation, Waters Edge Building, 1500 West
County Road B2, Roseville, MN 55113, or her successor.
4.2 For the City. The City's Authorized Representative is Andrew Brotzler, City Engineer, City of
Rosemount, 2875 145 Street West, Rosemount, MN 55068 -7997, or his successor.
5. Assignment, Amendments, Waiver, and Contract Complete
5.1 Assignment. Neither party may assign or transfer any rights or obligations under this Agreement
without the prior consent of the other party and a written assignment agreement, executed and
approved by the same parties who executed and approved this Agreement, or their successors in
office.
5.2 Amendments. Any amendment to this Agreement 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 Agreement, or their successors in office.
5.3 Waiver. If a party fails to enforce any provision of this Agreement, that failure does not waive the
provision or the party's right to subsequently enforce it.
5.4 Contract Complete. This Agreement contains all prior negotiations and agreements between the
State and the City. No other understanding regarding this Agreement, whether written or oral,
may be used to bind either party.
6. Indemnification
In the performance of this contract by the Government Unit, or the Government Unit's agents or
employees, the Government Unit must indemnify, save, and hold harmless the State, its agents, and
employees, from any claims or causes of action, including attorney's fees incurred by the state, to the
extent caused by the Government Unit's:
1) Intentional, willful, or negligent acts or omissions; or
2) Actions that give rise to strict liability; or
3) Breach of contract or warranty.
•
The indemnification obligations of this section do not apply in the event the claim or cause of action is the
result of the State's sole negligence. This clause will not be construed to bar any legal remedies the
Government Unit may have for the State's failure to fulfill its obligation under this contract.
7. State Audits
Under Minnesota Statutes § 16C.05, subd. 5, the City's books, records, documents, and accounting
procedures and practices relevant to this Agreement are subject to examination by the State and the State
Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this
Agreement.
8. Government Data Practices
The City and State must comply with the Minnesota Government Data Practices Act, Minnesota Statutes
Chapter 13, as it applies to all data provided by the State under this Agreement, and as it applies to all
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MnDOT Contract No: 00869
data created, collected, received, stored, used, maintained, or disseminated by the City under this
Agreement. The civil remedies of Minnesota Statutes §13.08 apply to the release of the data referred to in
this clause by either the City or the State.
9. Governing Law; Jurisdiction; Venue
Minnesota law governs the validity, interpretation and enforcement of this Agreement. Venue for all legal
proceedings arising out of this agreement, or its breach, must be in the appropriate state or federal court
with competent jurisdiction in Ramsey County, Minnesota.
10. Termination; Suspension
10.1 Termination for Convenience. This Agreement may be terminated only by agreement of the
parties, except as provided in Article 10.2.
10.2 Termination for Insufficient Funding. The State may immediately terminate this Agreement if it
does not obtain funding from the Minnesota Legislature, or other funding source; or if funding
cannot be continued at a level sufficient to allow for the payment of the services covered here.
Termination must be by written or fax notice to the City. The State is not obligated to pay for any
services that are provided after notice and effective date of termination. However the City will be
entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the
extent that funds are available. The State will not be assessed any penalty if this Agreement is
terminated because of the decision of the Minnesota Legislature, or other funding source, not to
appropriate funds. The State must provide the City notice of the lack of funding within a
reasonable time of the State's receiving that notice.
10.3 Suspension. The State may immediately suspend this Agreement in the event of a partial or total
government shutdown due to failure to have a budget approved by the legal deadline. Work
performed by the City during such a suspension will be considered unauthorized and will be
undertaken at risk of non - payment.
11. Force Majeure.
Neither party will be responsible to the other for a failure to perform under this Agreement (or a delay in
performance), if such failure or delay is due to a force majeure event. A force majeure event is an event
beyond a party's reasonable control, including but not limited to, unusually severe weather, fire, floods,
other acts of God, labor disputes, acts of war or terrorism, or public health emergencies.
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MnDOT Contract No: 00869
STATE ENCUMBRANCE VERIFICATION DEPARTMENT OF TRANSPORTATION
Individual certifies that funds have been encumbered
as required by Minnesota Statutes § 16A.15 and
16C.05.
Signed: By:
(With delegated authority)
Date: Title:
SWIFT Purchase Date:
Order No.
CITY OF ROSEMOUNT COMMISSIONER OF ADMINISTRATION
The undersigned certify that they have lawfully
executed this contract on behalf of the City as
required by applicable charter provisions, resolutions
or ordinances. By:
(With delegated authority)
By: Date:
Title:
Date:
By:
Title:
Date:
INCLUDE COPY OF RESOULUTION APPROVING THE AGREEMENT AND AUTHORIZING ITS
EXECUTION.
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