27914 Append F T_cs

APPENDIX F: GENERAL TERMS AND CONDITIONS For City of Saint Paul/Ramsey County Master Contracts 1. Commencement of Work. Contractor shall not perform any work pursuant to this contract without the specific prior agreement of the designated representative of the City of Saint Paul or Ramsey County. No claim for services or products provided by the Contractor not specifically provided for in this contract, or not specifically agreed to in advance will be honored by Saint Paul or Ramsey County. 2. Billings and Payment. Contractor shall submit invoices in triplicate to the City or County department making the purchase clearly itemizing all goods and/or services provided. The City of Saint Paul or Ramsey County will make payment in accordance with Chapter 471.425. Such payment may be made using a pay voucher, purchase order, or authorized procurement card, or department shall notify Contractor of any problems, omissions, or defects in the goods and/or services received. 3. Records, Dissemination of Information. Until the expiration of six (6) years after the furnishing of goods, supplies or services pursuant to this contract, upon written request, the Contractor shall make available the books, documents, records, and accounting procedures at its offices at all reasonable times for inspection or audit the City, Ramsey County, the State Auditor, or other duly authorized representative. Contractor agrees to abide strictly by the statutes, rules and regulations of the Minnesota Government Data Practices Act, Statute Ch. 13, as well as any other applicable state or federal statutes, rules or regulations. 4. Human Rights/Affirmative Action/Workplace Violence. A) Contractors must comply with the City of Saint Paul's Human Rights Department's Affirmative Action Requirements in Employment pursuant to Section 183.04 of the Saint Paul Legislative Code , the Rules Governing Affirmative Requirements in Employment, and Chapter A-17 of the Saint Paul Administrative Code governing racial harassment. The Contractor agrees to comply with all federal, state and local laws, resolutions, ordinances, rules, regulations and executive orders pertaining to unlawful discrimination on account of race, color, creed, religion, national origin, sex, martial status, status with regard to public assistance, sexual preference, disability, or age. When required by law or requested by Ramsey County, the Contractor shall furnish a written Affirmative Action Plan. B) The Contractor shall make all reasonable efforts to ensure that Contractor's employees, officials and subcontractors do not engage in violence while performing under this Contract. Violence, as defined by the Ramsey County Workplace Violence Policy, is any action that is the use of physical force, harassment, or intimidation or abuse of power or authority where the impact is to control by causing pain, fear or hurt. C) Contractor shall make good faith efforts throughout the terms of this Contract, and any extensions thereof, to employ persons of color for all classifications of work under this Contract, and shall, when requested by Ramsey County, submit a written report to the County regarding the efforts and results of such efforts, including employment by job classification. 5. Compliance With Applicable Law. The Contractor agrees to comply with all federal, state and local laws or ordinances, and all applicable rules, regulations and standards established by any agency of such governmental units, which are now or hereafter promulgated insofar as they relate to the Contractor's performance of the provisions of this Contract. It shall be the obligation of the Contractor to apply for, pay for and obtain all permits and/or licenses required. 6. Conflict of Interest. Vendor's acceptance of this agreement indicates compliance with Chapter 24.03, City of Saint Paul Administrative Code: "Except as permitted by law, no city official or employee shall be a party to or have a direct financial interest in any sale, lease, or contract with the City. The contractor also affirms, that to

the best of the Contractor's knowledge, their involvement in this contract does not result in a conflict of interest with any part or entity which may be affected by the terms of this contract. The Contractor agrees that should any conflict or potential conflict of interest become known to the contractor, they will immediately notify the Purchasing Systems Manager of the situation so that a determination can be made about Contractor’s ability to continue performing services under this contract. 7. Hold Harmless. The Contractor shall indemnify, save and hold harmless, the City of Saint Paul and Ramsey County, their officers, agents, and employees from all claims, actions, or suits of any character brought for or on account of any claimed or alleged injuries or damages received by any person or property, resulting from any act or omission by the contractor or any person employed by Contractor in carrying out the terms of this Contract. 8. Assignment. The City, Ramsey County, and Contractor each binds itself and its successors, legal representatives, and assigns of such other party, with respect to all covenants of this Contract; and neither the City, Ramsey County nor the contractor will assign or transfer their interest in this Contract without the written consent of the other. 9. Termination. This contract may be terminated for any reason by a thirty (30) day written notice by either party to the contract. With cause, the Purchasing Systems Manager or designee may cancel as may be in the City’s or County's best interest. 10. Renewal. City of Saint Paul and Ramsey County at its sole discretion may select the desired term of the contract. The projected contract duration options include five (5) years, ten (10), fifteen (15), and twenty (20 years. The contract may be extended for optional five (5) year extensions, if agreeable to both parties and all terms and conditions including pricing are at least equal to original terms of contract. 11. Amendments or Changes. Any alteration, variation, modification or waiver of the provisions of the specifications that may have occurred during the bidding process or amendments to this Contract shall be valid only when reduced to writing and duly signed by the Contractor and the Purchasing Systems Manager or designee. 12. Interpretation of Agreement, Venue. This Contract shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this agreement shall be venued in the District Court of the County of Ramsey, Second Judicial District, State of Minnesota. 13. Other Governments. The Contract and Analysis Services Office has the authority to establish contracts for the City of Saint Paul and Ramsey County, and this Contract may be used by staff from either government. Individuals from other governmental units may purchase under the authority of this Contract only if the other government has executed a Joint Powers Agreement and a contractual agreement with the City of Saint Paul or Ramsey County. Where Joint Powers Agreements 1and a contractual agreement are in place, other governments may make purchases based on this agreement, using their own purchase orders. Neither the City of Saint Paul nor Ramsey County is responsible for any such Joint Powers transactions. 14. Audit Requirements: Pursuant to Chapter 6.551 of the Minnesota Statutes, the successful bidder or proposer agrees to maintain all books, documents, papers, account records, and other evidences (whether in writing or electronic form) pertaining to work performed under a Saint Paul or Ramsey County Agreement in such a manner as will readily conform to the terms of the Agreement and to make such material available at its office at all reasonable times during the Agreement and thereafter up to six (6) years for audit or inspection by the City, County, the Legislative Auditor or State Auditor.

15. Ordering Quantities/Scope of Work: No specific quantities or dollar amounts are guaranteed by this Agreement. The City and County reserve the right to establish additional Master Contracts and/or do competitive solicitations for needed products or services deemed to be in their interest. 16. Entire Agreement. The specifications and other solicitation materials associated with this Contract and these General Terms and Conditions shall constitute the entire Agreement between the parties and shall supersede all prior oral or written negotiations. 17. Additions. During the contract period, the City reserves the right to request pricing for and add to the contract a limited number of like items to accommodate the need for any parts that may have been inadvertently omitted from the lists included in this request for bid Additional Terms and Conditions Where the Contract Includes Labor 18. Subcontractor Payment. Prime contractors are required to pay any subcontractor within ten days of the prime contractor's receipt of payment from the municipality for undisputed services provided by the subcontractor. The prime contractor will be required to pay interest of 1.5 percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10.00. For an unpaid balance of less than $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. Ref: Minnesota Statues 1995, amending Section 471.425, effective 8-1-95. 19. Special Requirements When Labor is Included A) A certified affidavit stating that all claims for all work, labor performed, and materials furnished have been fully paid will be required before final payment. B) An affidavit of payment of withholding of income taxes is required in accordance with Minnesota Statutes, 1986, Chapter 290. Forms for this purpose are available at the State Department of Taxation, Income Tax Division, and must be completed by all contractors and subcontractors before final payment is made. A certificate by the Commissioner of Taxation shall satisfy this requirement. Section 290.97 also reads, "No department of the State of Minnesota, nor any political or government subdivision of the state shall make final settlement with any contractor under a contract requiring the employment of employees for wages by said contractor and by subcontractors until satisfactory showing is made that said contractor or subcontractor has complied with the provisions of Section 290.92." C) Ramsey County: "All contractors and subcontractors shall conform to the labor laws of the State of Minnesota, and all other laws, ordinances, and legal requirements affecting the work in Ramsey County and State of Minnesota. The minimum wage rate per hour to be paid for each classification of work shall be unit wage rate in the locality of the project for those classifications over which the unions have jurisdiction and the local prevailing rates for the classifications of work in localities over which the unions do not have jurisdiction." D) City of Saint Paul Administrative Code 82.07: "All contracts in the amount of $10,000 or more hereinafter entered into for the purpose of performing any work for the City of Saint Paul involving either new construction work or repair work on any roads, bridges, sewers, streets, alleys, parks, parkways, building or any other public works involving the improvement of public property, including the removal of public nuisances, shall be made upon the basis that the wages paid to the occupational groups utilized in such works shall not be less than the wages and fringes paid to comparable positions in the classified Civil Service systems.

20. Insurance. A) Contractor shall be required to carry insurance of the kind and in the amounts shown below for the life of the contract. Insurance certificates For General Liability should state that the City of Saint Paul, County of Ramsey, its officials, employees, agents and representatives are named as Additional Insureds. 1. Public Liability Insurance $1,500,000 per occurrence $2,000,000 aggregate per project $2,000,000 products/completed operations total limit $1,500,000 personal injury and advertising Policy must include an “all services, products, or completed operations” endorsement. 2. Automobile Insurance a) Bodily Injury b)

$ 750,000 $ 1,000,000 Property damage not less than $ 50,000

per person per accident per accident

3. Workers Compensation and Employer’s Liability a) Worker’s Compensation per Minnesota Statute b) Employer’s Liability shall have minimum limits of $500,000 per accident; $500,000 per employee; $500,000 per disease policy limit. c) Contractors (Providers) with 10 or fewer employees who do not have Worker’s Compensation coverage are required to provide the City with a letter verifying their number of employees. 4. General Insurance Requirements a) The policy is to be written on an occurrence basis or as acceptable to the City. Certificate of insurance must indicate if the policy is issued on a claims-made or occurrence basis. All certificates of insurance shall provide that the City’s Division of Contract and Analysis Services be given not less than thirty (30) days prior written notice of cancellation, non-renewal or any material changes in the policy, including, but not limited to, coverage amounts. Agent must state on the certificate if policy includes errors and omissions coverage. b)

The Contractor shall not commence work until a Certificate of Insurance covering all of the insurance required for this project is approved and the project manager has issued a notice to proceed. Insurance must remain in place for the duration of the original contract and any extensions periods.

c)

The City reserves the right to review Contractor’s insurance policies at any time, to verify that City requirements have been met.

d)

Nothing shall preclude the City from requiring Contractor to purchase and provide evidence of additional insurance.

e)

Satisfaction of policy and endorsement requirements for General Liability and Auto Insurance, of “each occurrence” and “aggregate” limits, can be met with an umbrella or excess policy with the same minimum monetary limits written on an occurrence basis, providing it is written by the same insurance carrier.

21. Payment/Performance Bonds. A) Upon final approval to proceed with CFN implementation, selected Contractor shall be required to furnish City of Saint Paul and Ramsey County with a performance and labor and materials bond in the form required by law, in the full amount of the first two years of the contract or the anticipated quantities and unit prices as determined by City of Saint Paul and Ramsey County. This bond shall guarantee the proper execution and completion of the work, and shall further guarantee the prompt payment of all persons or firms furnishing labor, tools, materials, and supplies for the work. B) These bonds shall indemnify the City of Saint Paul and Ramsey County for loss sustained on account of or by reason of the acts of the Contract or the acts of anyone directly or indirectly employed by the Contractor in the prosecution of the work. Each bond should include the names and addresses of the Contractor and the Surety. C) The bond shall make the Contractor’s sureties responsible for the satisfaction of the work against faulty workmanship or defective materials. Final contract payment shall not relieve the sureties of responsibilities for the work through collusion, faulty workmanship, or inferior materials for a period of one (1) year after the final contract payment has been made by City of Saint Paul and Ramsey County.