3.11 Master Partnership Contract with MnDOT

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MnDOT Contract Number: 1050325 executed.The terms of this MPC will apply to all work orders contracts issued, unless specifically varied in the work order.The Other Party understands that this MPC is not a guarantee of any payments or work order assignments,and that payments will only be issued for work actually performed under fully-executed work orders. 1.5. Survival of Terms.The following clauses survive the expiration or cancellation of this master contract and all work order contracts: 12. Liability; 13.State Audits; 14.Government Data Practices and Intellectual Property; 17. Publicity; 18. Governing Law,Jurisdiction,and Venue;and 22. Data Disclosure.All terms of this MPC will survive with respect to any work order contract issued prior to the expiration date of the MPC. 1.6. Sample Work Order.A sample work order contract is available upon request from the State. 1.7. Definition of"Providing Party"and"Requesting Party". For the purpose of assigning certain duties and obligations in the MPC to work order contracts,the following definitions will apply throughout the MPC. "Requesting Party"is defined as the party requesting the other party to perform work under a work order contract."Providing Party" is defined as the party performing the scope of work under a work order contract. 2. Technical Services 2.1. Technical Services include repetitive low-cost services routinely performed by the State for the Other Party. If requested and authorized by the Other Party,these services may be performed by the State for the Other Party without the execution of a work order,as these services are provided in accordance with standardized practices and processes and do not require a detailed scope of work. Exhibit A—Table of Technical Services is attached. 2.1.1. Every other service not falling under the services listed in Exhibit A will require a work order contract (If you have questions regarding whether a service is covered under 2.1.1, please contact Contract Management). 2.2. The Other Party may request the State to perform Technical Services in an informal manner,such as by the use of email, a purchase order,or by delivering materials to a State lab and requesting testing.A request may be made via telephone, but will not be considered accepted unless acknowledged in writing by the State. 2.3. The State will promptly inform the Other Party if the State will be unable to perform the requested Technical Services.Otherwise,the State will perform the Technical Services in accordance with the State's normal processes and practices, including scheduling practices taking into account the availability of State staff and equipment. 2.4. Payment Basis. Unless otherwise agreed to by the parties prior to performance of the services,the State will charge the Other Party the State's then-current rate for performing the Technical Services.The then-current rate may include the State's normal and customary additives.The State will invoice the Other Party upon completion of the services,or at regular intervals not more than once monthly as agreed upon by the parties.The invoice will provide a summary of the Technical Services provided by the State during the invoice period. 3. Services Requiring a Work Order Contract 3.1. Work Order Contracts:A party may request the other party to perform any of the following services under individual work order contracts. 3.2. Professional and Technical Services.A party may provide professional and technical services upon the request of the other party.As defined by Minn.Stat. §16C.08,subd. 1, professional/technical services "means services that are intellectual in character,including consultation,analysis,evaluation, prediction, planning, programming,or recommendation;and result in the production of a report or completion of a task." Professional and technical services do not include providing supplies or materials except as incidental to performing such services. Professional and technical services include(by way of example and without limitation)cultural resources,engineering services,surveying,foundation recommendations and reports, environmental documentation, right-of-way assistance(such as performing appraisals or providing 2