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MasterUtilityAgrmnt MnDOT 4-22-19S.P. 8680-173 (T.H. 94)
Design -Build Project
Master Utility Agreement Number 1033754
With the City of Monticello
Exhibits
Table of Contents
Exhibit A MUA Definitions
Exhibit B
MnDOT Design -Build Project Utility Design Sheet
Exhibit C(1)
Design Work Order
Exhibit C(2)
Construction Work Order
Exhibit D(1)
Utility Owner's Design Approval Letter
Exhibit D(2)
Contractor's Design Approval Letter
Exhibit E(1)
Utility Owner's Construction Inspection Acceptance Letter
Exhibit E(2)
Contractor's Construction Inspection Approval Letter
Exhibit E(3)
Utility Owner's Construction Inspection Approval Letter
Exhibit F Sample City Resolution
Exhibit G Partnering, Claims for Adjustment and Disputes
Exhibit H Buy America Certification
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT A
MUA Definitions
The following definitions apply to terms used in the MUA.
Accept:
To formally and conditionally determine, in writing, that a particular
matter appears to conform to the requirements of the MUA.
Acceptance:
The written document that states that a party has accepted a specific
matter.
Approval:
The written documentation that states that a party has approved a
specific matter.
Approve:
To formally and conditionally determine, in writing, that a particular
matter or item is good or satisfactory for the Project. This determination
may be based on requirements beyond those in the MUA and may
reflect specific preferences.
Applicable Laws:
All applicable federal and State laws, codes, ordinances, rules,
regulations, judgments, decrees, directives, guidelines, policy
requirements, and orders of any Governmental Person having
jurisdiction over the Project or the Site, the practices involved in the
Project or the Site, or any work or Utility Work a Utility Owner performs.
Betterment:
Any upgrade of a Utility Facility (e.g., increase in capacity) that is not
attributable to the Project construction, and that the Utility Owner elects
to perform for its sole benefit. Such an upgrade does not include a
technological improvement if its cost is equal to or less than the cost of a
"like for like" replacement or relocation. Using new materials in order to
comply with current standards when performing Utility Work is not
considered a betterment.
Calendar Day(s):
Every day shown on the calendar, beginning and ending at midnight.
Claim:
A separate demand by a Contractor or Utility Owner for either a time
extension that ^J!nDOT disputes, or a payment for damages ar lsl ng from
work that the Contractor or the Utility Owner performed under the
Contract or MUA that MnDOT disputes. Upon its resolution, including a
resolution by delivery of a Change Order or Contract amendment that all
parties have signed, the claim will cease to be a Claim.
Contractor: The Design -Build Contractor MnDOT engaged under the DB Contract to
perform work, render services, and/or provide materials, equipment, or
other property with respect to the design and construction of the Project.
DB Contract: The Design -Build Contract between MnDOT and the Contractor for the
Design -Build Project.
Dispute: A disagreement between the Utility Owner and the Contractor, and/or the
Utility Owner and MnDOT that arises under the MUA.
Facilities/Facility: A privately, publicly, or cooperatively owned line, system, and or other
utility item that produces, transmits, or distributes communications,
Exhibit A, Page 1 of 3
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
power, cable television, electricity, light, heat, gas, oil, crude products,
water, steam, waste, storm water not connected with highway drainage,
signal systems, and other products or services that serve the public,
and/or a privately owned irrigation system. Any necessary
appurtenances to each facility are considered part of it. This term
excludes storm water facilities used for drainage of the roadway.
Final Design:
The final design for all or a portion of the Utility Work.
Force Majeure:
An event that is beyond MnDOT's, the Contractor's, or the Utility Owner's
control, that due diligence and use of reasonable efforts could not have
avoided or prevented, that materially and adversely affects a party's
ability to meet its obligations under the Contract. It does not include
events due to a party's acts or omissions. This term does not include
normal weather, differing site conditions, MnDOT-directed changes, or
any other matter for which the Contract Documents specify how liability
or risk will be allocated between the parties, regardless of whether that
matter is beyond a party's control.
Governmental Person:
Any federal, State, local, or foreign government; political subdivision;
governmental, quasi -governmental, judicial, public, or statutory
instrumentality; administrative agency; authority; body; or entity. The
term includes other State agencies and subdivisions in addition to
MnDOT.
In-Place/Out-of-Service Work:
The work necessary for a Utility Owner to decommission a Facility and
its appurtenances that will not be removed. The Facility must be taken
out of use using proper Utility Owner and/or industry procedures (e.g.,
flushing, capping, filling with grout or sand) or other procedures that
MnDOT approves.
Inspect:
View or carefully observe the Utility Work.
Inspection:
The act of viewing or looking carefully at the Utility Work to verify
whether it complies with the Technical Criteria and quality requirements
in the MUA.
Interfere:
To perform any action or inaction that interrupts, delays, or damages the
Project Work.
Incidental Utility Work:
All work associated with the protection of existing Utility Facilities and In-
Place/Out-of-Service Work that the Contractor deems necessary to
accommodate the Project.
Master Utility Agreement:
An agreement among MnDOT, the Contractor, and a Utility Owner that
provides a general framework for addressing Utility conflicts associated
with the Project.
MnDOT:
Minnesota Department of Transportation
MUA:
See Master Utility Agreement
Notice & Order:
A document that is sent by the Utility Agreements and Permits Unit to all
utility owners that are required to relocate, adjust, or remove their
facilities as a result of proposed construction in accordance with
Minnesota Statutes, sections 161.45 and 161.46.
Private Utility Owner:
Any owner or operator of a Utility that is not a governmental agency.
Project:
The Project Work under State Project Number 8680-173 in the Trunk
Highway Number 94 right of way, as defined in Bookl of the Design -
Build Contract.
Exhibit A, Page 2 of 3
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Project Work:
All duties and services that the Contractor must provide pursuant to the
Design -Build Contract, to achieve MnDOT's Final Acceptance. In certain
cases, the term is also used to mean the products of the work performed
under the Project.
Protection of Existing Utilities:
Any activity undertaken to avoid damaging a Facility that does not
involve removing or relocating that Facility, (i.e., temporarily lifting power
lines without cutting them is Protection of Existing Utilities, whereas
temporarily moving power lines to another location after cutting them is a
temporary Utility Relocation.
Public Utility Owner:
A municipality, county, or other political subdivision in the State of
Minnesota that owns and operates a Utility Facility.
Representative:
An authorized individual who is responsible for administrative supervision
of the Utility Work for the Project.
Right of Way:
The real property (including all estates and interests in real property) that
is necessary to construct, operate, and maintain the highway. This term
specifically excludes utility easements and Construction Easements.
Service Line:
A Utility Facility that connects an individual service location (e.g., a single
family residence or an industrial warehouse) to another Utility Facility
that connects one or more lines to a larger system. This term also
includes any Utility Facility on public or private property that services
structures located on that property.
State:
(1) The State of Minnesota acting through its elected officials and their
authorized representatives; or (2) The State of Minnesota in the
geographic sense.
Technical Criteria:
The criteria that the MUA establishes the minimum acceptable standards
of quality, materials, and performance of the Utility Work. These criteria
will be the basis for reviews, Final Acceptance, and Final Approval.
UDS:
See Utility Design Sheet
Utility Design Sheet:
A form the Contractor prepares to document the existing Utility Facility
conditions and the final relocation recommendation to mitigate any
potential conflict. After MnDOT, the Utility Owner, and the Contractor
sign the form, the Contractor will attach it to the respective Work Order.
Utility Owner:
The public or private owner or operator of a Utility Facility.
Utility Permit:
The State's Utility Accommodation on Trunk Highway Right of Way,
Form 2525, that any Governmental Person or Utility Owner must obtain
for a Utility Relocation.
Utility Relocation:
The removal, relocation, and/or protection of an existing Utility Facility
that is necessary for the Project. Relocation includes temporary service
work.
Utility Work:
All work associated with utility relocations required by a MUA and/or a
Work Order issued under it. The Utility Owner, the Contractor, or a
subcontractor may perform this work.
Work Order:
An ordering agreement that authorizes a specific utility relocation and
provides information and terms for that relocation. MnDOT, the Utility
Owner, and the Contractor must enter into and execute a Work Order
pursuant to a MUA.
Working Day(s):
Any Calendar Day, excluding Saturdays, Sundays, and holidays.
Exhibit A, Page 3 of 3
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT B
MnDOT Design -Build Project Utility Design -Sheet
UTILITY DESIGN SHEET I Utility Owner #I Conflict #
Utility Owner: City of Monticello
® Public ❑ Private
SECTION TO BE COMPLETED PRIOR TO NEGOTIATION MEETING
Existing Condition
1. General Location:
2. Utility Type: ❑ Electric ❑ Gas ❑ Communications ❑ Water ❑ Sanitary
❑ Cable TV ❑ Other:
3. Location By: ❑ Utility Plat Maps ❑ Field Located & Surveyed: ❑ Yes ❑ No Pothole:[] Yes ❑ No
If Pothole, # From: ❑ MnDOT Work or ❑ DBC Work SUE contractor used:
Station: to Station: Dist. From CL: Rt. / Lt.
4. Utility Size & Materials:
5. Encased: ❑ No ❑ Yes, If So, Size & Material:
This Section Completed By DBC Rep.: Date:
SECTION TO BE COMPLETED AT NEGOTIATION MEETING
Pror)osed Resolution
1. DBC Recommends Utility be: ❑ Left Alone ❑ Modified ❑ Removed ❑ Relocated
❑ Upgraded ❑ Abandoned
Conflict With:
2. This Utility May Be Modified/Relocated To:
Station: to Station: Dist. from CL: Rt./Lt.
3. Utility In: ❑ MnDOT R/W ❑ Other Public R/W ❑ Easement (attach copy) ❑ Not in RNV
4. Who Will Do the Design? ❑ Utility Owner (UO) ❑ Design -Build Contractor (DBC)
5. Who Will Do Construction/Relocation? ❑ Utility Owner (UO) ❑ Design -Build Contractor (DBC)
6. UO To Perform Inspection? ❑ No ❑ Yes, If So, Conditions:
7. Number of Days Required For Prior Notification by DBC For Construction Relocation by UO: Days
8. Number of Days Required to Complete Design: Days; Construction: Days
9. Any Construction Details Unique to This Location? ❑ No ❑ Yes, Describe:
10. Utility Can Only Be Disconnected For:
11. Other Proposed Action:
12. Detailed Plan Sheet Attached
Days/Hours
This Section Completed By: MnDOT UO DBC Date:
Exhibit B, Page 1 of 1
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT C(1)
Design Work Order for a
Master Utility Agreement (MUA)
Utility Owner: City of Monticello
MUA 1033754 UDS Number
Work Order Number
Date:
Work Order Revision Number Date:
Location/Descrit)tion of Work
The UDS (Attachment A) describes the location of the Utility Design Work for this Work Order.
General description of the Utility Design Work for this Work Order:
Allocation of Responsibility for Utilitv Design Work
Responsible Partv: by Contractor:
by Utility Owner:
by Other (explain):
Cost Responsibility for the Design for UDS Number
MnDOT pays $ to Utility Owner/Contractor
Utility Owner pays $ to MnDOT/Contractor
❑ Lump Sum $ OR
❑ Actual Cost not to exceed $
Exhibit C(1), Page 1 of 5
Schedule for the Desiqn for UDS Number
Start Date:
Completion Date (CD):
Review: No more than days after the CD
For MnDOT Internal Accountinq Purposes Only
MUA Encumbrance: $
S. P. 8680-173 (T. H. 94)
Agreement Number 1033754
MnDOT Costs incurred under: MUA $ and/or
DB Contract $
Total Costs to Date: MUA $ and/or
Remaining MUA Balance: $
DB Contract $
Exhibit C(1), Page 2 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
This Work Order is entered into and among MnDOT, the Utility Owner, and the Contractor to
implement part of Master Utility Agreement Number 1033754 (MUA). All MUA provisions and
attachments are incorporated into this Work Order by this reference. All Utility Work must
conform to the MUA and this Work Order. In the event of an inconsistency, this Work Order will
prevail. This Work Order, including the information on the face page(s) attached to it,
authorizes the Utility Work described herein.
I. The Utility Design Work
A. The Responsible Party will:
1. Perform the design work described on the face page of this Work Order;
and
2. Complete the design work according to the schedule on the face page of
this Work Order.
B. The Responsible Party's design:
1. Must be substantially consistent with the Preliminary Plan and the
standards and specifications attached as Exhibit A. [USER MOTE: Label
the plan pages as Exhibit A]
2. Be compatible with the Project plans; and
3. Is subject to the review and Approval of the Utility Owner and the
Contractor according to the timeframes herein.
II. Cost
A. Estimate: The Responsible Party prepared a cost estimate for the Utility Design
Work on a [USER DOTE: choose one option] lump sum or actual cost basis
attached to this work order as Exhibit B [USER NOTE: Label the cost estimate
plan pages as Exhibit B]
B. Billing and Payment: If the Contractor performs the Utility Design Work, and the
Utility Owner approves it, MnDOT will reimburse the Contractor according to the
procedure in the DB Contract. If the Utility Owner performs the Utility Design
Work, MnDOT will make reimbursement according to the terms of the MUA.
C. MnDOT's Cost Responsibility
1. The State may pay the costs of the Utility Design Work that takes place
because the Project is on Interstate Right of Way.
2. [USER NOTE: Choose one of the following three options:] The cost
of the Utility Design Work (excluding Betterments) was included in the DB
Contract price. /or/ MnDOT will pay a lump sum amount of $ to the
[USER DOTE: Choose one of two options:] Utility Owner /or/
Contractor for the Utility Design Work. /or/ MnDOT will pay the [USER
NOTE: Choose one of two options:] Utility Owner /or/ Contractor the
actual costs it incurs, in an amount not to exceed $
3. MnDOT's total obligation under this Work Order must not exceed $
D. Utility Owner's Cost Responsibility
1. The Utility Owner will reimburse [USER DOTE: Choose one of the
following two options:] MnDOT /or/ the Contractor for the costs of the
Utility Design Work.
2. [USER NOTE: Choose one of the following three options:] The cost
of the Utility Design Work (excluding Betterments) was included in the DB
Contract price. /or/ The Utility Owner will pay [USER DOTE: Choose
Exhibit C(1), Page 3 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
one of the following two options:] MnDOT /or/ the Contractor a lump
sum amount of $ for the Utility Design Work. /or/ The Utility Owner
will pay [USER NOTE: Choose one of the following two options:]
MnDOT /or/ the Contractor the actual costs it incurs, in an amount not to
exceed $
III. Betterments
A. [USER MOTE: Choose one of the following two options:] The Utility Design
Work does not include any Betterment. /or/ The Utility Design Work includes
Betterment due to with an estimated cost of $ . /or/ MnDOT and the
Utility Owner have not determined if the Utility Design Work will include
Betterment or have not determined the amount of the Betterment. MnDOT and
the Utility Owner will revise this Work Order as necessary.
B. The Utility Owner will be responsible for 100 percent of the cost of any
Betterment. The Utility Owner will credit MnDOT for the actual costs of any
Betterment and any salvage value or retirement value from the Facilities.
IV. Contractor -Noted Requirements
Exhibit C(1), Page 4 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
IN WITNESS WHEREOF, MnDOT, the Utility Owner, and the Contractor have executed this
Work Order as of the date set forth on the face page of this Work Order.
Utility Owner:
By:
Print Name:
Title:
Contractor:
By:
Print Name:
Title:
MnDOT:
Recommended for Approval:
Design -Build Project Manager
Date:
Office of Contract Management
Approved as to Form and Execution:
By:
Date:
State Encumbrance Verification
Not applicable; funds encumbered under the MUA
Date:
Date:
Approved:
In
Director, Office of Land Management
Date:
Department of Administration
In
Date:
Exhibit C(1), Page 5 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT C(2)
Construction Work Order for a
Master Utility Agreement (MUA)
Utility Owner: City of Monticello
MUA 1033754 UDS Number
Work Order Number
Date:
Work Order Revision Number Date:
Location/Description of Work
The UDS (Attachment A) describes the location of the Utility Construction Work for this Work
Order.
General description of the Utility Construction Work for this Work Order:
Allocation of Responsibility for Utility Construction Work
Responsible Partv: by Contractor:
by Utility Owner:
by Other (explain):
Cost Responsibility for the Construction for UDS Number
MnDOT pays $ to Utility Owner/Contractor
Utility Owner pays $ to MnDOT/Contractor
❑ Lump Sum $ OR
❑ Actual Cost not to exceed $
Exhibit C(2), Page 1 of 5
Schedule for the Construction for UDS Number
Start Date:
Completion Date (CD):
Review: No more than
Primary Contact:
Telephone:
Backup Contact:
Telephone:
MUA Encumbrance: $
days after the CD
MnDOT Contacts
Email:
Email:
For MnDOT Internal Accounting Purposes Only
MnDOT Costs incurred under: MUA $
DB Contract $
Total Costs to Date: MUA $
DB Contract $
Remaining MUA Balance: $
Exhibit C(2), Page 2 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
and/or
and/or
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
This Work Order is entered into and among MnDOT, the Utility Owner, and the Contractor to
implement part of Master Utility Agreement Number 1033754 (MUA). All MUA provisions and
attachments are incorporated into this Work Order by this reference. All Utility Work must
conform to the MUA and this Work Order. In the event of an inconsistency, this Work Order will
prevail. This Work Order, including the information on the face page(s) attached to it,
authorizes the Utility Work described herein.
I. The Utility Construction Work
A. The Responsible Party's construction must substantially conform to the final
Approved design plan attached to this work order as Exhibit A. [USER NOTE:
Label the plan pages as Exhibit A]
B. The Responsible Party will:
1. Notify MnDOT at least 48 hours before beginning work to allow MnDOT to
perform its construction oversight responsibilities pursuant to the MUA;
2. Perform the construction work described on the face page of this Work
Order; and
3. Complete the construction work according to the schedule on the face
page of this Work Order.
4. Obtain a "Construction Inspection Approval Letter" from the other party no
more than 7 Calendar Days after completing the construction work.
II. Cost
A. Estimate: The Responsible Party prepared a cost estimate for the Utility
Construction Work on a [USER NOTE: choose one option] lump sum or actual
cost basis attached to this work order as Exhibit B. [USER NOTE: Label the
cost estimate plan pages as Exhibit 13]
B. Billing and Payment: If the Contractor performs the Utility Construction Work,
and the Utility Owner approves it, MnDOT will reimburse the Contractor
according to the procedure in the DB Contract. If the Utility Owner performs the
Utility Construction Work, MnDOT will make reimbursement according to the
terms of the MUA.
C. MnDOT's Cost Responsibility
1. The State may pay the costs of the Utility Construction Work that takes
place because the Project is on Interstate Right of Way.
2. [USER MOTE: Choose one of the following three options:] The cost
of the Utility Construction Work (excluding Betterments) was included in
the DB Contract price. /or/ MnDOT will pay a lump sum amount of
$ to the [USER NOTE: Choose one of two options:] Utility
Owner /or/ Contractor for the Utility Construction Work. /or/ MnDOT will
pay the [USER MOTE: Choose one of two options:] Utility Owner /or/
Contractor the actual costs it incurs, in an amount not to exceed $
3. MnDOT's total obligation under this Work Order must not exceed $
D. Utility Owner's Cost Responsibility
1. The Utility Owner will reimburse [USER DOTE: Choose one of the
following two options:] MnDOT /or/ the Contractor for the costs of the
Utility Construction Work.
2. [USER MOTE: Choose one of the following three options:] The cost
of the Utility Construction Work (excluding Betterments) was included in
the DB Contract price. /or/ The Utility Owner will pay [USER DOTE:
Choose one of the following two options:] MnDOT /or/ the Contractor
a lump sum amount of $ for the Utility Construction Work. /or/ The
Exhibit C(2), Page 3 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Utility Owner will pay [USER NOTE: Choose one of the following two
options:] MnDOT /or/ the Contractor the actual costs it incurs, in an
amount not to exceed $
III. Betterments
A. [USER MOTE: Choose one of the following two options:] The Utility
Construction Work does not include any Betterment. /or/ The Utility Construction
Work includes Betterment due to with an estimated cost of $ . /or/
MnDOT and the Utility Owner have not determined if the Utility Construction
Work will include Betterment or have not determined the amount of the
Betterment. MnDOT and the Utility Owner will revise this Work Order as
necessary.
B. The Utility Owner will be responsible for 100 percent of the cost of any
Betterment. The Utility Owner will credit MnDOT for the actual costs of any
Betterment and any salvage value or retirement value from the Facilities.
IV. Contractor -Noted Requirements
Exhibit C(2), Page 4 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
IN WITNESS WHEREOF, MnDOT, the Utility Owner, and the Contractor have executed this
Work Order as of the date set forth on the face page of this Work Order.
Utility Owner:
By:
Print Name:
Title:
Contractor:
By:
Print Name:
Title:
MnDOT:
Recommended for Approval:
31
Design -Build Project Manager
Date:
Office of Contract Management
Approved as to Form and Execution:
By:
Date:
State Encumbrance Verification
Not applicable; funds encumbered under the MUA
Date:
Date:
Approved:
By:
Director, Office of Land Management
Date:
Department of Administration
Date:
Exhibit C(2), Page 5 of 5
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT D(1)
Utility Owner's Design Approval Letter
THIS DESIGN APPROVAL LETTER (Letter) is for the City of Monticello's (Utility Owner's)
execution. By executing this Letter, the Utility Owner indicates its Approval of the Utility Design
Work that the Contractor performed. The table below specifically describes the Utility Design
Work to be Approved.
The Contractor performed this Utility Design Work as part of MUA 1033754, which was entered
into among MnDOT, the Utility Owner, and the Contractor.
Utility Owner: City of Monticello
MUA 1033754
UDS Number
Work Order Number Date:
Work Order Revision Number Date:
UTILITY OWNER'S APPROVAL SIGNATURE
By signing below, the Utility Owner's authorized Representative indicates that the Contractor
performed the Utility Design Work according to all applicable MUA standards and Work Order
requirements. The Utility Owner hereby Approves the Contractor's completed Utility Design
Work.
Utility Owner:
Signature:
Date:
If the Utility Owner will be performing the Construction Utility Work, then the Contractor will
issue a notice to proceed to the Utility Owner for that Construction Utility Work once the Utility
Owner signs this letter.
Exhibit D(1), Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
If the Utility Owner will not sign this letter, it must state its basis for not approving the Utility
Design Work:
cc: MnDOT
Contractor
Exhibit D(1), Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT D(2)
Contractor's Design Approval Letter
THIS DESIGN APPROVAL LETTER (Letter) is for the Contractor's execution. By executing this
Letter, the Contractor indicates its Approval of the Utility Design Work that the City of Monticello
(Utility Owner) performed. The table below specifically describes the Utility Design Work to be
Approved.
The Utility Owner performed this Utility Design Work as part of MUA 1033754, which was
entered into among MnDOT, the Utility Owner, and the Contractor.
Utility Owner: City of Monticello
MUA 1033754
UDS Number
Work Order Number Date:
Work Order Revision Number Date:
CONTRACTOR'S APPROVAL SIGNATURE
By signing below, the Contractor's authorized Representative indicates that the Utility Owner
performed the Utility Design Work according to all applicable MUA standards and Work Order
requirements. The Contractor hereby Approves the Utility Owner's completed Utility Design
Work.
Contractor:
Signature:
Date:
If the Utility Owner will be performing the Construction Utility Work, then the Contractor will
issue a notice to proceed to the Utility Owner for that Construction Utility Work once he signs
this letter.
Exhibit D(2), Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
If the Contractor will not sign this letter, it must state its basis for not approving the Utility Design
Work:
cc: MnDOT
Utility Owner
Exhibit D(2), Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT E(1)
Utility Owner's Construction Inspection Acceptance Letter
THIS CONSTRUCTION INSPECTION ACCEPTANCE LETTER (Letter) is for the City of
Monticello's (Utility Owner's) execution. By executing this Letter, the Utility Owner indicates its
Acceptance of the Utility Construction Work that the Contractor performed. The table below
specifically describes the Utility Construction Work to be Accepted.
The Contractor performed this Utility Construction Work as part of MUA 1033754, which was
entered into among MnDOT, the Utility Owner, and the Contractor.
Utility Owner: City of Monticello
MUA 1033754
UDS Number
Work Order Number Date:
Work Order Revision Number Date:
UTILITY OWNER'S APPROVAL SIGNATURE
By signing below, the Utility Owner's authorized Representative indicates that the Contractor
performed the Utility Construction Work according to all applicable MUA standards and Work
Order requirements. The Utility Owner hereby Accepts the Contractor's completed Utility
Construction Work.
Utility Owner:
Signature:
Date:
Exhibit E(1), Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
If the Utility Owner will not sign this letter, it must state its basis for not approving the Utility
Construction Work:
cc: MnDOT
Contractor
Exhibit E(1), Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT E(2)
Contractor's Construction Inspection Approval Letter
THIS CONSTRUCTION INSPECTION APPROVAL LETTER (Letter) is for the Contractor's
execution. By executing this Letter, the Contractor indicates its Approval of the Utility
Construction Work that the Utility Owner performed. The table below specifically describes the
Utility Construction Work to be Approved.
The Utility Owner performed this Utility Construction Work as part of MUA 1033754, which was
entered into among MnDOT, the Utility Owner, and the Contractor.
Utility Owner: City of Monticello
MUA 1033754
UDS Number
Work Order Number Date:
Work Order Revision Number Date:
CONTRACTOR'S APPROVAL SIGNATURE
By signing below, the Contractor's authorized Representative indicates that the Utility Owner
performed the Utility Construction Work according to all applicable MUA standards and Work
Order requirements. The Contractor hereby Approves the Utility Owner's completed Utility
Construction Work.
Contractor:
Signature:
Date:
Exhibit E(2), Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
If the Contractor will not sign this letter, it must state its basis for not approving the Utility
Construction Work:
cc: MnDOT
Utility Owner
Exhibit E(2), Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT E(3)
Utility Owner's Construction Inspection Approval Letter
THIS CONSTRUCTION INSPECTION APPROVAL LETTER (Letter) is for the City of
Monticello's (Utility Owner's) execution. By executing this Letter, the Utility Owner indicates its
Approval of the Utility Construction Work that the Contractor performed. The table below
specifically describes the Utility Construction Work to be Approved.
The Contractor performed this Utility Construction Work as part of MUA 1033754, which was
entered into among MnDOT, the Utility Owner, and the Contractor.
Utility Owner: City of Monticello
MUA 1033754
UDS Number
Work Order Number Date:
Work Order Revision Number Date:
UTILITY OWNER'S APPROVAL SIGNATURE
By signing below, the Utility Owner's authorized Representative indicates that the Contractor
performed the Utility Construction Work according to all applicable MUA standards and Work
Order requirements. The Utility Owner hereby Approves the Contractor's completed Utility
Construction Work.
Utility Owner:
Signature:
Date:
Exhibit E(3), Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
If the Utility Owner will not sign this letter, it must state its basis for not approving the Utility
Construction Work:
cc: MnDOT
Contractor
Exhibit E(3), Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT F
City of Monticello Resolution
IT, IS RESOLVED that the City of Monticello is authorized to enter into the Master Utility
Agreement (MUA), MnDOT Agreement Number 1033754, applicable to the State Project
Number 8680-173 on Trunk Highway Number 94, with the State of Minnesota, Department of
Transportation for the following purposes:
To cooperate with the Contractor to coordinate all utility relocation issues for State Project
Number 8680-173 on Trunk Highway Number 94.
IT IS FURTHER RESOLVED that the following individuals are certified to execute the MUA and
any amendments to it:
(Title)
(Title)
CERTIFICATION
I certify that the above Resolution is an accurate copy of the Resolution that the Council of the
City of Monticello adopted at an authorized meeting held on the
day of
meeting in my possession.
Subscribed and sworn to before me this
day of
Notary Public
My Commission Expires
Year
, Year, as shown by the minutes of the
(Signature)
(Type or Print Name)
(Title)
Exhibit F, Page 1 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
City of Monticello Resolution
IT IS RESOLVED that the City of Monticello enter into MnDOT Agreement Number 1033754
with the State of Minnesota, Department of Transportation for the following purposes:
To provide payment by the to the State of Minnesota, Department of Transportation
for the Betterment the City has requested. This Betterment work consists of
, along and adjacent to Trunk Highway Number 94 from
to
IT IS FURTHER RESOLVED that the City agrees
[to provide the total negotiated lump sum cost of the Betterment work to MnDOT no more than
30 calendar days after certifying this Resolution, and that]
[to provide the total estimated cost of the Betterment work to MnDOT no more than 30 calendar
days after certifying this resolution. The City also agrees to pay MnDOT any actual costs that
exceed the estimate, and that the following individuals are certified to execute the Agreement
and any amendments to it.
Title Title
CERTIFICATION
I certify that the above Resolution is an accurate copy of the Resolution that the Council of the
City of Monticello adopted at an authorized meeting held on the
day of
meeting in my possession.
Subscribed and sworn to before me this
day of ,Year
Notary Public
My Commission Expires
, Year, as shown by the minutes of the
(Signature)
(Type or Print Name)
(Title)
Exhibit F, Page 2 of 2
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
EXHIBIT G
Design -Build Contract Section 19
19 PARTNERING, CLAIMS FOR ADJUSTMENT AND DISPUTES
19.1 Partnering (Use if applicable)
The Contractor, MnDOT, and stakeholders shall enter into a procedure for Partnering as identified within
this Section 19. The use of a third party facilitator is not required.
Within seven Days after NTP1, the Contractor shall arrange a Partnering meeting between the
Contractor, MnDOT, and key stakeholders. This meeting will establish:
• Communication procedures
• A dispute resolution process, including the development of a dispute resolution ladder
• A partnering checklist to be reviewed at project meetings (if applicable). The checklist should contain
items such as quality, communication, issue resolution, team and work relationships, and schedule
The partnering process will continue as part of the regularly scheduled project meetings or at events that
require additional partnering sessions. These meetings should include primarily Project -level personnel
with frequent visits from both MnDOT and Contractor middle management. The meetings should review
the partnering checklist and identify actions that need to be escalated up the dispute resolution ladder.
All costs associated with partnering shall be incidental.
If the Contractor and MnDOT determine that a third party facilitator would enhance the Partnering
process, the Contractor shall make all arrangements to hire a Partnering facilitator and provide a suitable
meeting location for the workshops. The length of time devoted to the workshop, along with the content
for the workshop, will be determined by a cooperative effort between the Contractor and MnDOT.
MnDOT and the Contractor will mutually select the Partnering facilitator. All costs associated with the
Partnering workshops using a Partnering facilitator will be shared equally between MnDOT and the
Contractor. No additional allowance will be provided to the Contractor for the cost associated with paying
these bills and submitting the bills to MnDOT for later partial reimbursement.
19.1.1. Partnering Participants
This Contract will require a full-time partnering effort involving Executive Management, Project
Management, Project Task Force and others. Participation is required by the agencies involved.
Partnering between MnDOT and Contractor has proven to improve the probability of meeting each
party's Project goals. The parties shall attempt to resolve disputes through partnering between
appropriate representatives of MnDOT and Contractor (including, where appropriate, any Subcontractor)
at the following levels:
(a) Project Task Force Teams
1. MnDOT chief inspectors and project engineers/supervisors
2. Contractor's and subcontractors' project supervisors and technical area supervisors
3. Utilities and other third parties
4. Permitting and government agencies
(b) Project Management Team
1. MnDOT's Project Manager, deputy project managers
2. Project manager, deputy project managers and design manager
3. Utilities and other third parties
4. Permitting and government agencies
(c) Executive Management Team
1. MnDOT's Project Manager, Assistant District Engineer, and other MnDOT staff as needed.
2. Contractor and major subcontractor management
3. FHWA Division Administration
Exhibit G, Page 1 of 3
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Team members at each level will be established at the Initial Partnering Meeting. The levels listed above
are meant to be broad descriptions of the required levels needed for effective issue resolution.
Additional levels or specific task force teams can be added, as appropriate.
To resolve issues in a timely and effective manner, representatives of the parties shall meet regularly
and explore resolution for each issue at the lowest level possible (i.e., Project Task Force Team first,
Project Management Team next, and Executive Management Team last). If both parties determine, in
good faith, that effective resolution is not possible at the current level, then the issue will be elevated to
the next level in the partnering process. If both parties make such a determination during partnering at
the Executive Management Team level, then the dispute will be elevated in accordance with Section
19.2.
19.1.2 Partnering Workshops
19.1.2.1. Initial Partnership Meeting
The initial partnering meeting will occur within 30 Calendar Days of NTP1. This meeting will be facilitated
by the Partnering Facilitator. At this session, all representatives from each party at each level shall
attend. The participants will develop the teams at each level, develop the list of goals for the Project,
establish a dispute resolution ladder and process, and develop project goals evaluation tools.
19.1.2.2. Project Goals Evaluation
The Project Goals determined at the initial partnering meeting will be evaluated on a monthly basis. This
evaluation will be sent to participants at all levels in the Partnering Process. The evaluation will ask each
participant to rate how effective the teams are in meeting each of the project goals. The rating system will
be determined by the parties in conjunction with the Partnering Facilitator. Space will be provided on the
evaluation form to allow participants to include additional written comments and details about the
effectiveness of meeting the project goals. The evaluations will be submitted, compiled and the results
distributed by the Partnering Facilitator. The participants will determine whether the evaluations will be
anonymous at the initial partnering meeting.
19.1.2.3. Project Task Force Team Meetings
Informal partnering sessions without the facilitator will be required frequently during the duration of the
Project at the Project Task Force level. These sessions will involve members of the Project Task Force
teams and/or members of the Project Management teams. These sessions can be in the form of weekly
Project update meetings or field reviews by team members. The goal of these meetings should not only
provide an update on the Project, but include discussions on Quality, Communication, Issue Resolution,
Team and Work Relationships, and Schedule. Each meeting should review outstanding issues discussed
at previous partnering sessions.
19.1.2.4. Executive Management Team Meetings
Formal partnering sessions at the Executive Management level without the facilitator will be held monthly
during the duration of the Project. These sessions will involve members of the Executive Management
teams. The Agenda for these will be agreed upon by both parties prior to each meeting. The Agenda for
each meeting shall include discussion of issues that have been agreed to be raised from the Project
Management Team level. The goal of these meetings should not only provide an update on the Project,
but include discussions on Safety, Quality, Communication, Issue Resolution, Team and Work
Relationships, and Schedule. Each meeting will review outstanding issues discussed at previous
partnering sessions. Each meeting will also include a review and discussion of the monthly project goals
evaluations.
19.1.2.5. Quarterly Partnership Meetings
Formal facilitated partnering workshops will be conducted at quarterly intervals throughout the Project
and at the times of critical events (as agreed upon by each party). The workshops will include all Project
Task Force, Project Management and Executive Management Teams. The partnering workshops will
include the Partnering Facilitator to guide the partnering process.
Exhibit G, Page 2 of 3
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Each partnering session will review the major topics related to the Project. Topics should include:
Quality, Communication, Issue Resolution, Team and Work Relationships, Schedule and any other
topics that the teams feel are important to the success of the Project. Each meeting will also include a
review and discussion of the monthly project goals evaluations. The Partnering Facilitator will prepare
minutes of the meetings and circulate for comments, revisions, and/or approval of all parties.
Both MnDOT and the Contractor will submit agenda items to the facilitator in advance of each quarterly
partnering workshop. The agenda shall generally include the following:
(a) Opening remarks by MnDOT, FHWA and Contractor Executive Management.
(b) A description by Contractor of Work accomplished since the last meeting, current status of the
current Monthly Progress Update, schedule for future Work, potential issues and status of past
issues.
(c) Discussion by MnDOT of the Work schedule as MnDOT views it, potential issues, and status of past
issues.
(d) Review of monthly project goals evaluations.
(e) Discussion regarding the major topics on the Agenda or raised at the meeting.
(f) Setting date for next meeting.
All issues discussed during the Partnering Workshop shall be documented in the minutes. Any issue not
resolved at the Workshop shall have an agreed-upon issue resolution timeline. For each of these issues
identified for resolution, the participants from each affected party required to resolve the issue and the
schedule to resolve the issue will be determined and recorded to ensure the issue is resolved in an
effective and timely manner. These participants will report on the issue resolution at the next quarterly
partnering workshop.
19.2 Disputes
This Section 19 shall not preclude the Contractor from notifying MnDOT in writing, of issues or potential
issues as those issues come up.
19.3 Costs
See Section 19.1.
19.4 Claims for Compensation Adjustment and Disputes
If issue resolution efforts through Partnering are not successful, disputes shall be resolved through DBS -
1517 and Standard Specification 1517.
Exhibit G, Page 3 of 3
EXHIBIT H
Buy America Certificate of Compliance
MINNESOTA DEPARTMENT OF TRANSPORTATION
BUY AMERICA CERTIFICATE OF COMPLIANCE
Utility Owner: City of Monticello
Date:
SP 8680-173 (TH 94)
Agreement Number 1033754
❑ All components that we, City of Monticello, used in our utility work for SP 8680-173 are in
compliance with the "Buy America" requirements of Federal law including Title 23 U.S.C. § 313
and C.F.R. § 635.410. We will provide documents and records pertinent to Buy America to the
State of Minnesota (State) with our final invoice. We will also retain copies of these documents
for the State and/or FHWA's inspection and verification for up to _ years after we receive final
payment.
❑ The total value of foreign steel we, City of Monticello, used in our utility work on SP 8680-173
does not exceed 0.1 % of the total agreement cost or $2,500, whichever is greater.
❑ We, City of Monticello, received approval for the "Stipulation of Use of Foreign Steel" for the
steel and/or iron products we used in our utility work for SP ua.lowsp . We have attached a
copy of that approval.
By signing this document, I certify that its contents are true correct. I understand that if these contents
are later proven false, City of Monticello will defend indemnify, and hold the State harmless from any
and all claims, damages, or other consequences that may result. I also understand that if I provide
false information, Comcast Cable Communications, Incorporated may be liable under Minnesota
Statutes Chapter 15C (False Claims Against the State).
City of Monticello
By:
Its:
Date:
Exhibit H Page 1 of 1
Prepared by the
Utility Agreements and Permits Unit
(Payable)
($10,605.00)
S.P. 8680-173 (T.H. 94)
Location: From MN 24 in Clearwater to 0.3
Miles East of CSAH 39 in Monticello
Utility Owner: City of Monticello
MnDOT Agreement Number 1033754
S.P. 8680-173 (T.H. 94)
DESIGN -BUILD PROJECT
MASTER UTILITY AGREEMENT WITH
THE CITY OF MONTICELLO
THIS MASTER UTILITY AGREEMENT (MUA) is made and entered into this day of
, 2019 among the State of Minnesota, acting through its Commissioner of
Transportation, (MnDOT); the City of Monticello, acting through its City Council, and including all of its
agents, contractors, and subcontractors (Utility Owner); and , a [joint
venture] f Corporation] [partnership], including all of its agents, contractors,
and subcontractors (Contractor).
RECITALS
MnDOT has entered into a design -build contract (DB Contract) with the Contractor to design and
construct State Project Number 8680-173 on Trunk Highway Number 94 (Project). The Project is located
from MN 24 in the City of Clearwater to 0.3 Miles East of CSAH 39 in the City of Monticello. The Project
includes main line roadway reconstruction, collector road construction, bridge replacements, stormwater
basin construction and construction of auxiliary lanes.
The Utility Owner owns and operates buried water mains, sanitary sewers, and fiber optic lines, their
fixtures, and related equipment (Facilities) inside the limits of the Project. The Project may cause
changes to the Facilities. These changes may include relocation work, protection in place, removal,
replacement, reinstallation, and/or modification of the Facilities.
MnDOT will reimburse the Utility Owner for the costs of relocation work that is necessitated by the
Project and located in Interstate Right of Way.
The Utility Owner will be responsible for all other costs, including Betterments. The Utility Owner will
either perform this work or reimburse the Contractor for performing it.
State law requires a written agreement among the parties to set forth the terms and conditions for the
design, construction, and payment of the relocation work.
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
I. Master Agreement
This MUA establishes a general framework for processing the Project Utility Work, whether the
Contractor or the Utility Owner performs that work. The actual performance of the Utility Work will
be pursuant to Work Orders issued under this MUA, as described in Section VI.
A. Definitions: The definitions of the terms in Exhibit A apply when they are used in the
MUA.
B. Legal Authority: The Utility Owner and the Contractor possess the legal authority to enter
into this MUA and have taken all actions required by their procedures, by-laws, and/or
applicable law to exercise that authority, lawfully authorize their undersigned signatories to
execute this MUA, and bind the Utility Owner and the Contractor to its terms. Minnesota
Statutes, sections 161.45 and 161.46 authorize MnDOT to enter into this MUA. The
persons executing this MUA on behalf of the Utility Owner, MnDOT, and the Contractor
have full authorization to do so.
C. Delegation to the Contractor. MnDOT will perform the design and construction of the
Project by means of a DB Contract with the Contractor that MnDOT has procured in
compliance with Minnesota Statutes, sections 161.3410-.3428. MnDOT's entry into this
DB Contract may have an impact on the Project Utility Work, including, without limitation,
matters relating to scheduling and coordination. MnDOT may delegate to the Contractor
the duty to perform certain MnDOT obligations in lieu of MnDOT performing them.
MnDOT will retain its obligations to pay the Utility Owner or the Contractor, and/or collect
payment from the Utility Owner or Contractor, as applicable, for performing the required
Utility Work.
D. Term: This MUA is effective on the date MnDOT obtains all signatures required by
Minnesota Statutes, section 16C.05, subdivision 2. In no event will the term of this MUA
exceed a duration of five years. No Work Order will survive the expiration of this MUA.
This MUA will continue until the earlier of five years or when:
1. All of the Project Utility Work has been completed;
2. MnDOT makes the final payment owed to the Utility Owner, if any; and
3. The Utility Owner repays MnDOT for the Contractor's performance of any Utility
Work for which the Utility Owner was responsible for the cost.
E. Cancellation: MnDOT may terminate this MUA at any time, with or without cause, on 30
Calendar Days written notice to the Contractor and the Utility Owner. The termination of
this MUA does not relieve the Utility Owner of any obligations under the Notice and Order.
Page 2 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
1. Cancellation Without Cause: MnDOT may cancel this MUA at any time if it
determines that doing so is in MnDOT's or the public's best interest. Upon
termination, all finished and unfinished documents, data, studies, surveys,
drawings, maps, models, photographs, reports, and other material that the Utility
Owner and the Contractor prepared under this MUA will become MnDOT's
property at MnDOT's discretion. The Contractor and Utility Owner will be entitled
to payment, on a pro rata basis, for satisfactorily performed services.
2. Cancellation or Suspension for Insufficient Funding: MnDOT may cancel or
suspend this MUA if the Minnesota Legislature, or another funding source, does
not provide all of the funds or sufficient funds to pay for the Utility Work. In the
event of this termination or suspension, the Contractor and Utility Owner will be
entitled to payment, on a pro rata basis, for satisfactorily performed services to the
extent funds are available.
3. Cancellation for Cause or Default: If the Utility Owner or the Contractor fail to fulfill
their obligations under this MUA in a timely and proper manner, or if either party
otherwise breaches this MUA, MnDOT has the right to terminate this MUA for
cause upon giving the Utility Owner and the Contractor written notice and a 30 -
Calendar -Day opportunity for the defaulting party to cure the default or show cause
why the termination is inappropriate. Such termination will be at MnDOT's sole
discretion and will not limit any other available remedy. Upon termination, all
finished and unfinished documents, data, studies, surveys, drawings, maps,
models, photographs, reports, and other material that the Utility Owner and the
Contractor prepared under this MUA will become MnDOT's property at MnDOT's
discretion. The Contractor and Utility Owner will be entitled to payment, on a pro
rata basis, for satisfactorily performed services.
a. Notwithstanding the above, the Utility Owner and the Contractor will not be
relieved of liability to MnDOT for any damages MnDOT sustains due to any
breach of this MUA. MnDOT may withhold any payment to the Utility
Owner or the Contractor to mitigate its damages until the exact amount of
damages due to MnDOT from the Utility Owner or the Contractor is
determined.
b. If it is determined for any reason after cancellation that the Contractor or
Utility Owner was not in default, or that the Utility Owner's or the
Contractor's action or inaction was excusable, the cancellation will be
treated as a cancellation without cause, and the rights and obligations of
MnDOT and the Utility Owner or Contractor (whichever is applicable) will
be the same as if MnDOT had canceled the MUA without cause, as
described in Article I.E.1.
Page 3 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
F. Data Practices: All parties must comply with the Minnesota Government Data Practices
Act (Minnesota Statutes, chapter 13), as it applies to any data received, collected, stored,
or disseminated by a party to this MUA or the work performed under it. The Act provides
for civil liability for failure to comply with its requirements.
G. Conflict: In the event of a conflict between this MUA, its incorporated material, or its
exhibits and attachments, the parties will resolve that conflict or inconsistency in favor of
the most restrictive provision, as MnDOT determines at its discretion.
II. Technical Criteria/Standards/Requirements
A. Federal and State Requirements: The Contractor and Utility Owner must comply with all
applicable federal and State laws, rules, and regulations, including all environmental laws
and regulations on the Project. The Contractor and the Utility Owner must require
compliance with these laws and regulations in all subcontracts entered into under this
MUA.
B. Standard Conditions: The standards, procedures, and terms in this MUA, any subsequent
Work Orders, and all MnDOT Utility Permits will govern the performance of the Utility
Work and any related payment (if applicable). The following provisions are incorporated
herein as terms and conditions of this MUA:
Title 23, Code of Federal Regulations, Part 645, and the edition of the FHWA
Program Guide: Utility Adjustments and Accommodation on Federal Aid Highway
Projects (Federal Regulation), in effect at the execution of this MUA, and any
subsequent amendments and replacements;
2. MnDOT's Policy for Accommodation of Utilities on Highway Right of Way;
3. The Notice and Order; and
4. All exhibits and policies referenced herein.
C. General Criteria and Standards: All Utility Work must be consistent with this MUA and the
Utility Owner's current, reasonable, written specifications; standards of practice;
construction methods; and any applicable Utility Permit requirements.
If the Contractor is performing the design, the Utility Owner must provide the
necessary written specifications, standards of practice, and construction methods
to MnDOT and the Contractor no later than the beginning of the design. If the
Page 4 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Utility Owner does not provide these documents, the Contractor will be under no
obligation to follow them.
2. If the Utility Owner is performing the design, it must provide all current written
specifications, standards of practice, and construction methods to MnDOT and the
Contractor no later than the date the Work Order for the Utility Work is signed.
D. Plans: The plans for the design of the Utility Work must show at least the existing
topography, Right of Way, lanes of travel, the x and y coordinates of the Facilities'
location, and the z coordinate of the Facilities' location, if applicable.
The most recent plans and specifications will govern the scope of the Utility Work.
When the final plans are completed they will supplement or replace any previous
plans or specifications, as applicable.
III. Quality Management
The Utility Owner will be responsible for the quality control of all Utility Work, regardless of which
party performs it. Any quality control that the Contractor elects to provide for the Utility Work will
be in addition to, not in lieu of, the Utility Owner's quality control. The Utility Owner will operate all
valves and supervise all shut -offs and disconnections for the construction of the Utility Work. The
Utility Owner must notify MnDOT in writing of all cases of a performing party's noncompliance no
more than fourteen Calendar Days after the Utility Owner knew or should have known of the
noncompliance.
IV. Coordination
The Utility Owner, MnDOT, and the Contractor will coordinate their efforts and cooperate with
each other to ensure that the party performing any work does so promptly and without
disturbance to other Project Work, minimizes delay and uncertainty, and eliminates excess cost.
Coordination will include the following tasks.
A. Initial Coordination Meeting: When the party preparing the plans achieves a level of
design where utility conflicts can be determined, the Contractor and the Utility Owner will
conduct an initial coordination meeting before beginning the Work Order process. At this
meeting, the Contractor and the Utility Owner will address pertinent information for the
Utility Design Sheets (UDSs) and discuss potential conflicts. Once the Contractor has the
UDS information, a preliminary level of design, and estimated costs, it will schedule a
meeting with MnDOT and the Utility Owner to:
Page 5 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Review the Final Design and construction schedules for the work at each UDS
location;
2. Review proposed conflict resolutions;
3. Coordinate the performance of the Project Work with the Utility Work at each UDS
location; and
4. Negotiate the Work Orders.
B. Coordination of Relocations: The Contractor will avoid relocating the Utility Owner's
Facilities to the extent practicable. If the Contractor and the Utility Owner cannot agree
whether a relocation can be avoided, MnDOT will determine the appropriate course of
action at its discretion. When practicable, the Facilities will be left in-place and protected.
When physical relocation of the Facilities is not reasonably avoidable, the Utility Owner
will relocate (or allow the Contractor to relocate) those Facilities. The Utility Owner must
use its best efforts to cooperate with MnDOT and the Contractor to identify any joint users
of the Facilities and to assist in the Utility Work.
C. Change in Contractor's Design: If the Contractor changes the design of a relocation to
which the Utility Owner has agreed, and one of the parties has commenced the design or
physical construction of that relocation, the Contractor and the Utility Owner must
coordinate to change the design and/or relocation of those Facilities. Article VIII.B of this
MUA describes the payment process for additional design and/or relocation changes.
D. Ongoing Coordination
1. MnDOT, the Utility Owner, and the Contractor will meet as each party reasonably
requests to review and coordinate time schedules and track Utility Work progress.
2. The Utility Owner will not Interfere with the Project Work.
V. The Utility Design Sheet
The Contractor will prepare a UDS, in substantially the same form as Exhibit B, to describe the
Project Utility Work at each specific location.
VI. Work Orders
A party to this MUA will commence Utility Work only after all the parties to this MUA have
executed a Work Order and MnDOT has issued any necessary Utility Permits.
Page 6 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
A. Form: The Work Orders will be in substantially the same form as Exhibits C(1) and C(2).
B. Contents/Amendment: The Work Order, and any agreements or documents executed or
prepared pursuant to it:
1. Will include:
a. The design plans;
b. Any available, applicable design details;
C. Any Right of Way/easement documents at the UDS location;
d. The scope of the Utility Work;
e. The party responsible for performing the Utility Work;
f. The lump sum or estimated amount of the Utility Work, as applicable;
g. The Utility Work schedule;
h. The Utility Owner's special scheduling considerations (e.g., winter gas
loads and summer electric loads):
i. The Utility Owner's Inspection fees; and
j. Any other conditions applicable to the Work Order that this MUA does not
already address.
2. May also amend the terms and conditions of this MUA upon inclusion of
appropriate language describing the change.
C. Negotiation: MnDOT, the Utility Owner, and the Contractor must promptly meet and
confer to resolve any comments or disagreements regarding the Work Order through
good faith negotiation. The Contractor will prepare the Work Order after the parties
resolve the comments or disagreements.
D. Submission/Response/Execution: The Contractor will provide notice of the Utility Work
and its schedule in a Work Order to the Utility Owner. The Utility Owner will respond (by
executing or commenting on problems) to all Work Orders no more than 14 Calendar
Days after receiving them. The Contractor shall submit four originals of each Work Order
(including any exhibits) to MnDOT for Approval upon execution by the Utility and
Contractor. MnDOT will respond with comments no later than 10 Working Days after
receipt. Failure to execute a Work Order will not excuse any party's failure to perform any
legal obligation.
E. Standards: All standards, procedures, terms, and conditions set forth in this MUA, and in
all MnDOT Utility Permits issued subsequent to the execution of the Work Orders, will be
incorporated into each Work Order. Failure to execute a Work Order will not excuse any
party's failure to perform any legal obligation.
Page 7 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
F. Reimbursement/Payment
1. Payment for Utility Work under a Work Order will follow the reimbursement
process in Article IX of this MUA. The Utility Owner will deal directly with MnDOT
when making or receiving payment. Unless a Work Order expressly obligates
MnDOT to pay for certain tasks, MnDOT has no financial obligation to pay for any
work described in it. MnDOT's financial obligation, if any, will be limited to the
amount expressly stated in the Work Order.
2. The amount MnDOT pays the Utility Owner for its relocation costs will not exceed
the amount on which the federal government bases its reimbursement for Federal -
Aid Highway Projects.
G. Work Order Effective Date: A Work Order and the obligations therein will be effective on
the date MnDOT obtains all required signatures under Minnesota Statutes, section
16C.05, subdivision 2.
H. Notice of Completion: Upon completion of the Utility Work, the party who performed it will
provide a notice of completion to the other party.
VII. Performance of the Utility Work
All Utility Work must follow the terms of the Notice and Order and the Work Order. The
Contractor and the Utility Owner may split the responsibilities for the design and construction
elements of the Utility Work at any particular UDS location, or perform one or both of the
elements itself, according to this section.
A. Responsible Party: The Work Orders (Exhibits C(1) and C(2)) indicate which party will be
responsible for designing and constructing the Utility Work at a particular UDS location.
That party must complete all Utility Work pursuant to the Notice and Order.
B. Time of Essence: Time is of the essence in the performance of any Utility Work.
C. Design
Contractor Design: The Contractor may design the Utility Work along with the
Project Work if the Utility Owner so authorizes in a Work Order. The Contractor
must complete the design according to the schedule in the Work Order. The
design will be subject to the Utility Owner's Approval by execution of a Design
Approval Letter (Exhibit D(1)). The Utility Owner will not unreasonably withhold
this Approval.
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2. Utility Owner Design: The Utility Owner may design the Utility Work according to a
Work Order. The Utility Owner must complete the design according to the
schedule in the Work Order. The design will be subject to the Contractor's
Approval by execution of a Design Approval Letter (Exhibit (D(2)). The Contractor
will not unreasonably withhold this Approval.
D. Construction
1. Contractor Construction: The Contractor may construct the Utility Work along with
the Project Work if the Utility Owner so authorizes in a Work Order. The
Contractor must complete the construction according to the schedule in the Work
Order. The construction will be subject to the Utility Owner's Inspection and
Approval by execution of a Construction Inspection Acceptance Letter (Exhibit
E(1)). The Contractor must provide as -built plans of the Facilities to MnDOT and
the Utility Owner no more than 90 Calendar Days after receiving the Construction
Approval Letter (Exhibit E(3)). Notwithstanding anything in this MUA or Minnesota
Rules, part 8810.330 to the contrary, the Utility Owner will not be liable for
damages that result from the Contractor's failure to perform the Utility Work.
2. Utility Owner Construction: The Utility Owner may construct the Utility Work
according to a Work Order. The Utility Owner must complete the construction
according to the schedule in the Work Order. Construction will be subject to the
Contractor's Inspection and Approval by execution of a Construction Inspection
Approval Letter (Exhibit E(2)). The Utility Owner must provide as -built plans of the
Facilities to MnDOT no more than 90 Calendar Days after receiving the
Construction Approval Letter (Exhibit E(2)).
3. Traffic Control: The Contractor will, at its own cost, provide traffic control for any
Utility Work, regardless of which party performs that Utility Work.
4. Utility Owner to Perform Inspection: The Utility Owner will Inspect any Utility Work
that the Contractor constructs. The Utility Owner will coordinate Inspections with
the Contractor.
a. The Utility Owner will Inspect the Contractor's construction Utility Work no
more than 7 Calendar Days after the Contractor has completed it. If the
Utility Owner determines that the completed Utility Work is consistent with
the Technical Criteria/Standards/Requirements in Article ll, it will provide
the Contractor with a signed Construction Inspection Acceptance Letter
(Exhibit E(1)) for the work no more than 14 Calendar Days after its
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completion. The Utility Owner will have the right to reject Utility Work that
does not meet the Technical Criteria/Standards/Requirements. If the Utility
Owner rejects any of the Utility Work, it must notify the Contractor, in
writing, of its grounds for rejection and provide suggestions for correcting
any problems. The Utility Owner will review the revised Utility Work no
more than 7 Calendar Days after receiving notice of its completion, unless
the Work Order requires a different time period. As part of the Inspection,
the Contractor must provide the Utility Owner with a certification by a
Minnesota -licensed Professional Engineer indicating that the Utility Work
was constructed according to the Approved design and the Work Order
requirements.
b. The Utility Owner's Inspection, Acceptance, and Approval of the Utility
Work will not be construed as the Utility Owner's waiver of any Claim it may
have under applicable law.
E. Permits: The party responsible for constructing the Utility Work at a particular UDS
location will be responsible for obtaining all necessary permits. These permits include the
MnDOT Utility Permits and those from local authorities with jurisdiction over the Right of
Way used for Utility Work outside the Project limits. All parties must cooperate in that
process as needed. When the Contractor is responsible for the Utility Work, the Utility
Owner and the Contractor agree to coordinate to prepare and submit the MnDOT
Application for Utility Accommodation on Trunk Highway Right of Way, Form 2525
(Permit), as necessary. To the extent practicable, all utility Permits will be issued
subsequent to the Final Design of the Utility Work for the respective Work Order.
F. Incidental Utility Work: Regardless of which party is responsible for performing the Utility
Work, the Contractor will be solely responsible for performing any Incidental Utility Work.
Incidental Utility Work includes all In-Place/Out-of-Service Work and Protection In -Place of
Facilities.
G. Prequalified Subcontractors/Subconsultants: If the Contractor is responsible for designing
and/or constructing the Utility Work, it must use a subcontractor or subconsultant that the
Utility Owner has pre -qualified to perform that work or become prequalified itself. The
Utility Owner will prepare and provide the Pre -Qualified Consultants and Contractors List
to MnDOT and the Contractor no more than seven Calendar Days after this MUA's
execution. The Utility Owner will provide updates to the list as needed to MnDOT and the
Contractor. If the Utility Owner does not provide a list, the Contractor may use other
subcontractors or subconsultants. If the subcontractors or subconsultants on the list are
not reasonably available, the Contractor may use other subcontractors or subconsultants
upon receiving the Utility Owner's Approval.
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VIII. Responsibility for Cost
A. General: Applicable Laws of the State of Minnesota, including Minnesota Statutes,
section 161.45 and 161.46, and Minnesota Rules, part 8810.3300, subpart 3 will
determine cost responsibility between MnDOT and the Utility Owner.
B. Change in Contractor's Design: Regardless of the initial cost responsibility, if the
Contractor changes the design of a relocation to which the Utility Owner has agreed, and
one of the parties has commenced that relocation, the Contractor will be responsible for
paying the resulting cost. Where MnDOT is responsible, the Contractor agrees to assume
MnDOT's statutory responsibility for the payment of such design or additional relocation.
This provision does not alter MnDOT's statutory requirements for reimbursement to the
Utility Owner, or the Utility Owner's ability to file a Claim for reimbursement for such costs
with MnDOT.
C. Dispute Resolution: If there is a Dispute concerning cost responsibility, the parties will
attempt to resolve that Dispute according to the provisions of Article XVIII below. If a
good faith Dispute continues after that attempt, and if MnDOT consents in writing, the
parties will proceed with the Utility Work at MnDOT's cost, subject to MnDOT reserving all
applicable legal and equitable rights to later pursue reimbursement, plus interest and
costs, expenses, and damages, from the Utility Owner or the Contractor.
D. Depreciation: Depreciation credit will only be allowed to MnDOT or the Contractor to the
extent authorized by 23 CFR 645.117 (h)(2) for the depreciation or deterioration of
replaced or altered Facilities.
E. Salvage
1. When the Utility Owner is responsible for performing the Utility Work under a Work
Order and MnDOT is responsible for its cost, the Utility Owner must give credit to
MnDOT for the salvage value of that work, as explained in 23 CFR 645.117 (h),
and in the applicable Work Order.
2. If the Contractor recovers materials when performing the Utility Work that no party
will reuse, those materials will become the Contractor's property.
F. Betterments: The Utility Owner is responsible for the cost of any Betterments to its
Facilities.
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IX. Payment
A. Maximum MUA Amount: MnDOT has encumbered $10,605.00 under this MUA
(Maximum MUA Amount). A Work Order will provide, the cost of the Utility Work at each
location. The total cumulative costs of all Utility Work performed pursuant to this MUA
and its subsequent Work Orders must not exceed this Maximum MUA Amount unless the
Utility Owner, the Contractor, and MnDOT officials have fully executed an amendment to
the MUA as Minnesota Statutes, section 16C.05 requires.
B. Reimbursement Requirements: This MUA governs the payment for all reimbursable Utility
Work performed under it to the fullest extent consistent with applicable law.
If the party responsible for performing the Utility Work at a UDS location is not the
party responsible for the cost, the performing party must provide a notice of
completion and either a final lump sum statement or an itemized invoice of actual
incurred costs to the other party upon completion.
2. All plans, specifications, estimates, and billings that the Contractor or Utility Owner
submit to MnDOT to receive reimbursement must comply with:
a. All applicable federal and MnDOT requirements, including its special
provisions, technical memoranda, Policy for Accommodation of Utilities on
Highway Right of Way, and basic clearances for the installation of electric
supply and communication lines;
b. State statutes and rules;
C. Federal statutes and regulations;
d. The Notice and Order; and
e. Any other requirements set forth in the Work Order.
3. To receive reimbursement, the responsible party must submit the following
documents to MnDOT under each Work Order:
a. Any necessary conveyance documents executed by authorized officials of
the Utility Owner, if applicable;
b. The signed Design Approval Letter (Exhibit D(1) or D(2)) or the signed
Construction Inspection Approval Letter (Exhibit E(1) or E(2)); whichever is
applicable; and
C. One original invoice signed by an authorized representative of the Utility
Owner. The responsible party must submit this invoice no more than 120
Calendar Days after formal Approval of the Utility Work. If the Utility Work
was performed on an actual cost basis, the invoice must include supporting
documentation of approved costs.
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4. Payment will be contingent upon the non-performing party's final Inspection of the
Utility Work. All invoices will be subject to post -audit adjustment.
C. Lump Sum Basis: If the parties can agree on a lump sum amount, the costs of the Utility
Work may be reimbursed on a lump sum basis according to the Work Order. Pursuant to
Minnesota Statutes, section 161.46, subdivision 3, if MnDOT is responsible for the cost of
the Utility Work and the parties agree to a lump sum payment for the Utility Work covered
by a particular Work Order, then the total cost under that particular Work Order must not
exceed $100,000.00.
D. Actual Cost Basis: Subject to the standards in 23 CFR 645.117 and any other applicable
regulations, the costs of the Utility Work may be reimbursed on an actual cost basis for
the costs actually incurred performing the Utility Work. If the parties use an actual cost
basis, the party responsible for performing the Utility Work must develop and record the
costs of the Utility Work according to 23 CFR 645.117 and any other applicable
regulations or procedures. The performing party will provide the other party with all
information and reports that State and federal statutes or regulations require.
1. If the Utility Owner wishes to subcontract any Utility Work, it must first obtain prior
written Approval from the Utilities Engineer before awarding the contract for that
work. MnDOT will not unreasonably withhold this Approval. All bidding and
contracting must be conducted according to all federal and State laws and
regulations applicable to the Utility Owner and the Project. If the subcontracted
work costs $10,000 or more, the Utility Owner must:
a. Enter into a written contract with the subcontractor for that work. The
contract, and any subsequent contracts, must include or incorporate the
"Audits," "Insurance," and "Indemnification" clauses in substantially the
same form as they appear in this MUA; provide a detailed breakdown of
the basis for compensation; and state that there will be no "penalty" or
"winding up" charges for contract termination.
b. Provide copies of the contract to MnDOT prior to its execution or before
commencing work under an already executed "retainer -type" contract.
2. For each UDS location where the parties agree to base reimbursement on an
actual cost basis, the party responsible for performing the Utility Work at that
location will prepare an itemized estimate of the relocation cost according to its
standard practice. The responsible party must submit the estimate to the other
party for Approval with the preliminary plans according to all scheduling
requirements.
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3. For any actual cost payments due to the Utility Owner, MnDOT will retain five
percent of the amount invoiced until it has conducted a final audit. MnDOT will use
its best efforts to complete audits no more than two years after completion of the
Utility Work and final receipt of all backup documentation supporting the time and
materials associated with that work. This two-year audit clause will not supersede
or negate the Audit clause in Article XX of this MUA.
4. Limitation on Payment
a. If the responsible party deems it necessary to perform additional Utility
Work not covered in a Work Order, or anticipates that costs will exceed the
amount in Article IX.A, then the performing party must promptly notify the
Utilities Engineer, in writing, of the nature and cause of the additional work
or costs prior to performing or incurring them. Notification must include the
amount of additional funds requested and reason(s) to support the request.
The Utilities Engineer may approve the request subject to the availability
and encumbrance of necessary funds. If the responsible party incurs
additional costs for which the State has not previously encumbered funds,
MnDOT will not be obligated to pay those additional costs.
b. If the total amount of the Utility Work will exceed the Maximum MUA
Amount, the performing party must bet Approval to do so from the Utilities
Engineer. Subsequent to the Utilities Engineer's Approval of the request to
incur additional costs, the parties must amend this MUA to reflect the new
Maximum MUA Amount before MnDOT will not be responsible for paying
the additional cost.
E. Payments: The Utility Owner will deal directly with MnDOT when making or receiving
payment(s) for the performance of Utility Work, or making payments for Betterments. If
the Utility Owner performs the reimbursable Utility Work, MnDOT will make payments
pursuant to the Work Order.
1. An actual cost or lump sum payment constitutes payment in full for all Utility Work
performed under a particular Work Order and for any and all damages, claims, or
causes of action of any kind the party performing the work accrues because of the
relocation.
2. The actual cost or lump sum payment will not include Betterment, salvage, and/or
retirement value or any combination thereof.
F. No Offsets: The Utility Work performed under each Work Order will be treated as a
separate job with separate billing. There will be no offsets between the amounts one
party owes the other, whether for the same Work Order or for different Work Orders,
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except for the Betterment, salvage, and/or retirement value credits, or any combination
thereof described in this MUA.
X. Betterment
A. As MnDOT determines at its discretion, Betterment work may be eligible to be performed
if:
It is compatible with the Project Work;
2. It would not Interfere with the Project Schedule; or
3. Separating the Betterment work from any related Utility Work that the Contractor is
responsible for performing is feasible.
B. The Utility Owner will be responsible for the cost of any Betterments. If the Utility Owner
wishes to include eligible Betterment work at a location where the Contractor is
responsible for performing the Utility Work, the Utility Owner will negotiate the cost (on a
lump sum or actual cost basis) for that Betterment work directly with the Contractor. The
Utility Owner must provide a copy of that lump sum amount or actual cost estimate to
MnDOT.
If the Utility Owner authorizes the Contractor to do the Betterment work, MnDOT,
the Utility Owner, and the Contractor must execute a Work Order describing the
terms and conditions of that work. Upon the execution of the Work Order, the
Utility Owner will pay the negotiated price of the Betterment work to MnDOT.
MnDOT will then add the Betterment work to the DB Contract with the Contractor.
2. If the parties cannot agree to a lump sum cost for the Betterment work, the
Contractor will perform the work on a time and materials basis pursuant to the DB
Contract. The Utility Owner will pay MnDOT the total, actually incurred cost on
that basis.
a. If the Contractor performs the work on an estimated time and materials
basis, and the actual costs for the work exceed the estimated amount, the
Utility Owner will pay those excess costs to MnDOT.
b. If the Contractor performs the work on an estimated time and materials
basis, and the actual costs for the work are less than the estimated
amount, MnDOT will promptly refund the remaining amount to the Utility
Owner. MnDOT will make that refund no more than 30 Calendar Days
after receiving an invoice and supporting documentation for that work.
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3. If the Utility Owner does not accept the Contractor's offered price for the
Betterment work, the Utility Owner may reject that price. The Utility Owner may
then select a different contractor to perform the Betterment work, provided that the
performance complies with the Contractor's Project schedule. MnDOT, the Utility
Owner, and the Contractor will execute a Work Order to describe the terms and
conditions of that Betterment work. The Utility Owner will, according to Minnesota
Rules part 8810.3300, be responsible for claims and damages arising from the
Utility Owner's failure to meet the deadline established in an applicable Notice and
Order.
XI. Scheduling
A. The performing party will complete any design, construction, and/or Inspection of Utility
Work according to a schedule described in the Work Order. The parties agree to
negotiate the use of acceleration methods (e.g., imposing overtime work or importing
contractors from outside the local area) in good faith if necessary to meet the Contractor's
scheduling requirements. This clause will not be construed as giving a party unilateral
authority to order acceleration, except that this clause will not remove MnDOT's authority
(if any) under the Design -Build Contract to direct acceleration by the Contractor.
B. Where the Utility Owner designs the Utility Work, the Contractor will review that design
and respond no more than 14 Calendar Days after receiving it, unless the Work Order
requires a different time period. If the design is consistent with the performance standards
described herein, the Contractor must Approve it and notify MnDOT and the Utility Owner
of the Approval within this time period. If the design does not meet performance
standards, the Contractor must submit its comments to the Utility Owner and notify
MnDOT within this time period.
C. The Utility Owner will have the right to reject any design work that does not meet the
Technical Criteria/ Standards/Requirements described in Section II. If it rejects any
design work, the Utility Owner must immediately notify MnDOT and the Contractor, in
writing, of its grounds for rejection and suggestions for correcting the problem. The Utility
Owner will review the revised design work no more than 7 Calendar Days after receiving
it, unless the Work Order requires a different time period.
D. If the Utility Owner is constructing the Utility Work, it may not begin until it receives the
executed Work Order. The Utility Owner must notify the Contractor when it will begin
construction according to the time period in the Work Order.
E. Where the Contractor performs the design for the Utility Work, the Utility Owner will review
the Contractor's design no more than 14 Calendar Days after receiving it, unless the Work
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Agreement Number 1033754
Order requires a different time period. If the design is consistent with the performance
standards described herein, the Utility Owner must Approve it and notify MnDOT and the
Contractor of the Approval within this time period. If the design does not meet
performance standards, the Utility Owner must submit its comments to the Contractor and
notify MnDOT within this time period. The Contractor may not begin construction of the
Utility Work until it receives an executed Work Order.
XII. Deadlines and Delays
A. No party will be liable for any delay or failure to meet any obligation in this MUA if that
delay or failure is caused by "Force Majeure." Any delay or failure due to a Force Majeure
will not constitute default.
B. If the Utility Owner fails to meet a deadline, and that failure is not due to Force Majeure,
the Utility Owner must pay MnDOT the actual documented costs and damages MnDOT
incurs. The Utility Owner must also pay the Contractor the actual documented costs and
damages the Contractor incurs because of the Utility Owner's delay. If the following
conditions are satisfied, the Contractor will bear 100 percent of the risk of utility delays, up
to an aggregate amount of 4 Calendar Days for the Project (regardless of how many of
the Utility Owner's Facilities the Project affects):
The Utility Owner has provided satisfactory evidence to MnDOT that it has fulfilled
its obligation to coordinate with the Contractor to prevent such delays;
2. The Utility Owner has attempted to negotiate a reasonable solution to the utility
delay pursuant to Paragraph XI.A., if applicable; and
3. The Utility Owner has obtained, or is in a position to timely obtain, all applicable
Approvals, authorizations, certifications, consents, exemptions, filings, leases,
licenses, permits, registrations, options, and/or required rulings that are its
responsibility to obtain.
C. If any party fails to meet deadlines set in a Work Order, then any affected time deadlines
for any other party's design, construction, and/or Inspection of the Utility Work will be
revised accordingly.
XIII. Approvals and Acceptances
Any Acceptance, Approval, or other similar action (Approval) pursuant to the MUA:
A. Must be in writing to be effective (unless deemed granted pursuant to Article XIII.C.).
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Agreement Number 1033754
B. Will not be unreasonably withheld, conditioned, or delayed. If Approval is withheld, the
approving party must, in writing, specifically state the reason for withholding or delaying
Approval, and must identify, with as much detail as possible, what changes are required to
the request for Acceptance or Approval.
C. Approval between the Contractor and the Utility Owner will be deemed granted if the
requesting party does not receive a response 14 Calendar Days after submitting the
request, except where the DB Contract documents provide otherwise. The requesting
party must send out requests for Approval according to Section XIV.
XIV. Authorized Agents and Notices
A. Authorized Agents: The individuals below are authorized agents of MnDOT, the Utility
Owner, and the Contractor. If a party wishes to designate a new or substitute
Representative, it may do so in writing at any time.
For MnDOT:
Number 1
Name:
Anthony Hughes
Title:
Resident Engineer
Address:
7694 Industrial Park Road
Baxter, MN 56425-8096
Email:
Tonv.Huahes(cDstate.mn.us
Phone:
(218) 828-5735
Mobile:
(218) 232-6744
Fax:
(218) 828-5814
Number 2
Name:
Tim Paul
Title:
Construction Project Manager
Address:
372512 th Street North
St. Cloud, MN 56303-2107
Email:
Timothv.G.Paul(abstate.mn.us
Phone:
(320) 223-6546
Mobile:
(320) 293-9417
Fax:
(320) 223-6580
Page 18 of 26
For the Utility Owner:
Number 1
Name:
Ryan Melhouse
Title:
Engineering Technician
Address:
505 Walnut Avenue, Suite 1
Monticello, MN 55362-8822
Email:
roan.melhouseCa�ci.monticello.mn.us
Phone:
(763) 271-3227
Fax:
(763) 295-4404
Number 2
Name:
Title:
Address:
Email:
Phone:
Fax:
For the Contractor:
Number 1
Name:
Title:
Address:
Email:
Phone:
Fax:
Number 2
Name:
Title:
Address:
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S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Email:
Phone:
Fax:
B. Authority: The individuals listed above will have the authority to sign/Approve Work
Orders, inspect and reject services, Approve invoices for payment, and act otherwise for
MnDOT, the Utility Owner, and the Contractor.
C. Notices: Any notices that MnDOT, the Utility Owner, and the Contractor provide under
this MUA may be e-mailed, faxed, hand delivered, or given by certified or registered mail
to the individuals at the addresses set forth above. Paper copies must promptly follow up
any e-mailed notices. The sender will have the burden of confirmation of delivery of any
faxed notices.
XV. Utility Ownership, Operation, and Maintenance
A. The Utility Owner will be the owner of the Utility Work once construction has been
completed and Approved.
B. The Utility Owner will be solely responsible for operating and maintaining its Facilities.
C. Once the Utility Work is complete, the Utility Owner must maintain the Facilities at its own
expense. The Utility Owner must follow the terms of the Utility Permit when it performs
any service or maintenance work. The Utility Owner may only open and disturb the trunk
highway Right of Way without a Utility Permit in the case of an emergency that is
dangerous to the public and requires immediate attention. Upon learning of an
emergency, the Utility Owner must immediately notify the State Patrol. The Utility Owner
must take all necessary and reasonable safety measures to protect the public and must
cooperate fully with the State Patrol. In this event, the Utility Owner must request a permit
from the proper authority no later than the following Working Day.
D. All terms and conditions in the Utility Permits that MnDOT has already issued for the
Facilities will continue to apply unless subsequent MnDOT Utility Permits supersede them.
If the Utility Owner has Facilities located in the Right of Way of the Project without a
current Utility Permit, it must promptly apply for that Utility Permit. MnDOT may, in its
reasonable discretion, issue a Utility Permit to the Utility Owner or require the Utility
Owner to relocate the Facilities off of MnDOT Right of Way, unless the Facilities pre-
existed MnDOT's construction of the highway. If the Utility Owner must relocate off the
Right of Way, it will do so at its own cost.
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XVI. Continuity of Service
A. All Facilities must remain fully operational during all phases of construction, except as the
Utility Owner specifically allows or Approves in writing.
B. To the greatest extent practicable, the Contractor must take measures to ensure that all of
the Facilities remain operational at all times. The Work Order must describe any
necessary interruptions of service, including shut downs and temporary diversions that the
Utility Owner has Approved. If the Contractor is responsible for performing the Utility
Work, the Contractor, at its own cost, must do the following to maintain continuity:
1. Coordinate the schedule, design, construction, and Inspection of the Utility Work
with the Utility Owner;
2. Keep the Utility Owner fully informed about changes that may affect the Facilities;
3. Include the Utility Owner when making decisions that affect the Facilities so that
the Utility Owner can make arrangements to provide uninterrupted or minimally
interrupted service to its customers; and
4. Comply with any additional, reasonable service continuity conditions described in
the applicable Work Orders.
XVII. Damage to Facilities and Other Property
The Contractor and the Utility Owner must exercise due caution and care to avoid causing
damage to the Facilities or the Project. The Contractor will be responsible for any damages it
causes to the Utility Owner's property, Facilities, structures, or persons. The Utility Owner will be
responsible for any damages it causes to the Contractor's property, facilities, structures, or
persons. The damaging party must immediately notify the other party if any damage occurs and
will be responsible for the repair or cost of that damage, at its own expense, to the other party's
reasonable satisfaction.
XVIII. Partnering
The DB Contract includes a section establishing a "partnering" process. That section is attached
hereto as Exhibit G. Except where the terms of this MUA expressly exempt it, every
disagreement between the Utility Owner and the Contractor, and/or between the Utility Owner
and MnDOT (Dispute) arising under this MUA, is a Dispute subject to the terms of this section.
When a Dispute arises, the Utility Owner and the other party(ies) to the Dispute must first attempt
to informally resolve it.
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A. If the Dispute is between the Utility Owner and the Contractor, and the parties are unable
to reach a mutually satisfactory resolution, either party may escalate the Dispute to the
MnDOT project manager. If the MnDOT project manager is unable to resolve the Dispute
to the parties' mutual satisfaction, the Utility Owner and the Contractor will attempt to
resolve the matter through the partnering process.
B. If the Dispute is between the Utility Owner and MnDOT, the Utility Owner and the MnDOT
project manager must first attempt to informally resolve the Dispute. If the Utility Owner
and the MnDOT project manager are unable to reach a mutually satisfactory resolution,
the parties will attempt to resolve the matter through the partnering process.
XIX. Indemnification
A. Indemnification: In its performance under this MUA or any subsequent Work Orders, the
Utility Owner, its agent, and employees must indemnify, save, and hold MnDOT, its
agents, and employees harmless from any claims or causes of action, including MnDOT's
attorney's fees to the extent caused by the Utility Owner's:
1. Intentional, willful, or negligent acts or omissions;
2. Actions that give rise to strict liability; or
3. Breach of contract or warranty.
The indemnification obligations of this section do not apply if the claim or cause of action
is the result of MnDOT's sole negligence. This clause will not be construed to bar any
legal remedies the Utility Owner may have for MnDOT's failure to fulfill its obligation under
this MUA.
XX. Audits and Retention of Records
Pursuant to Minnesota Statutes, section 16C.05, subdivision 5, all parties must keep and
maintain all books, papers, records, accounting records, documents, procedures, practices, and
other material relevant to the Utility Work, including detailed records to support all bills it submits,
for six years after the date of Acceptance of the completed Utility Work. These items are subject
to a legislative or State audit. Each party, the Federal Highway Administration (FHWA), and any
other agency that provides funding to MnDOT (including each agency's respective auditors) will
have access and be entitled to audit all of these items during normal business hours upon
reasonable notice to the party maintaining the records. MnDOT, the Contractor, and the Utility
Owner must insert these requirements into any contracts they enter into for the Utility Work.
Such contracts must also include a clause requiring their contractors to include these
requirements in any subcontracts or purchase orders. MnDOT, the Contractor, and the Utility
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Agreement Number 1033754
Owner must mutually agree upon any financial adjustments any audit finds necessary. If
MnDOT, the Contractor, and the Utility Owner are unable to agree upon an adjustment, the
parties must follow the process in Artilce XVIII of this MUA to resolve that adjustment.
XXI. Nondiscrimination
A. The Utility Owner will comply with the United States Department of Transportation's
nondiscrimination regulations. These regulations are in the current version of the Code of
Federal Regulations, title 49, part 21. The Utility Owner must incorporate these
regulations by reference in all contracts.
B. Minnesota Statutes, section 181.59 and any applicable local ordinances pertaining to civil
rights and nondiscrimination are considered part of this MUA.
XXII. Buy America Requirements
A. All Utility Work must comply with the "Buy America" provisions in 23 U.S.C. 313 and
23 CFR 635.410. If the utility owner uses steel or iron as part of its work, and the cost
of that steel or iron is more than 0.1 percent of the total relocation cost or $2,500
(whichever is greater), it must use steel or iron melted or manufactured in the United
States. Materials that have been removed from the United States for any process
(e.g., change of chemical content, shape, size, or finish) are not considered domestic
materials.
B. If the Utility Owner wishes to use foreign steel or iron, and the cost of that steel or iron
exceeds the limits above, it must submit the "Stipulation for Use of Foreign Steel" to
the Utilities Engineer and receive approval.
C. Before completing its work, the Utility Owner must submit the Buy America Certificate
of Compliance (Certificate), Exhibit H, stating that all iron and steel items are
domestic. If any of the iron or steel is foreign, the Certificate must include the waiver
the Utility Owner received.
XXIII. Governing Terms
A. Third -Party Beneficiary: There are no third -party beneficiaries to this MUA.
B. Waiver: A party's failure to enforce a provision of this MUA does not waive the provision,
or the party's right to subsequently enforce it.
Page 23 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
C. Merger: This MUA contains all negotiations and agreements between MnDOT, the Utility
Owner, and the Contractor. No prior oral or written communications, understandings, or
agreements may be used to bind either party.
D. Amendments: Any amendment to this Agreement or any subsequent Work Orders must
be in writing. An amendment will not be effective until the same parties who signed and
Approved this MUA, or their successors in office, sign and approve the amendment.
E. No Liens: The Contractor will keep the relocated Facilities free from any statutory or
common law lien arising out of any utility work it performs, materials it furnishes, or
obligations it incurs. The Utility Owner will keep the relocated Facilities, the Project, and
the Right of Way free from any statutory or common law lien arising out of any Utility Work
it performs, materials it furnishes, or obligations it incurs.
F. Governing Law, Jurisdiction, and Venue: Minnesota Law, without regard to its choice -of -
law provisions, governs the validity, interpretation, and enforcement of this MUA. Venue
for legal proceedings arising out of this MUA, or its breach, must be in the appropriate
state or federal court with competent jurisdiction in Ramsey County, Minnesota.
G. Incorporation of Exhibits: Exhibits A through H, which are attached to this MUA, are
incorporated into this MUA.
H. Survival of Terms: All clauses that impose obligations that are continuing in nature and
that must survive in order to give effect to their meaning will survive the expiration or
termination of this MUA. These clauses requiring survival include, but are not limited to:
(I.F.) Data Practices; (XV) Utility Ownership, Operation, and Maintenance; (XIX)
Indemnification/Insurance; (XX) Audits and Retention of Records; and (XXIII.F) Governing
Law, Jurisdiction, and Venue.
The remainder of this page was left blank intentionally.
Page 24 of 26
S. P. 8680-173 (T. H. 94)
Agreement Number 1033754
IN TESTIMONY WHEREOF, the parties have duly executed this Agreement by their duly authorized
officers and caused their respective seals to be hereunto affixed.
CITY OF MONTICELLO
By: ,-
Mayor
Date: !
B
Y Ci r
Date: �Z
Page 25 of 26
S.P. 8680-173 (T.H. 94)
Agreement Number 1033754
Utility Owner: City of Monticello
STATE OF MINNESOTA
DEPARTMENT OF TRANSPORTATION
State Encumbrance Verification
Individual certifies that funds have been encumbered as
Required by Minnesota Statutes §§ 16A.15 and 16C.05.
By:
Date:
Department of Transportation
Recommended for Approval:
District Engineer
Date:
Office of Contract Management
Approved as to Form and Execution:
By:
Date:
By:
Its:
Date:
Contract Number:
Order Number:
Approved:
Director, Office of Land Management
Date:
Department of Administration
By:
Date:
CONTRACTOR
Page 26 of 26
QD
