2027-167_Sample_Contract_and_Exhibits.pdf

State of Minnesota Contract

SWIFT Contract Number: XXXXXXXX

This Contract is between the State of Minnesota, acting through its Commissioner of Natural Resources (“State”) and [Contractor] whose designated business address is [Contractor’s business address] (“Contractor”). State and Contractor may be referred to jointly as “Parties”.

Recitals

1. State issued a solicitation identified as 2027-167 Split Rock Lighthouse State Park Septic Tanks and Vault Toilets Pumping REBID, SWIFT Event No: 2000018675 on September 18, 2026 for the labor, equipment, materials, tools, license, transportation, and incidentals necessary to pump septic tanks, lift station, and vault toilets and maintain sanitation standards for Split Rock Lighthouse State Park (“Solicitation”);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract

Term of Contract

Effective date. Notice to Proceed, or the date the State obtains all required signatures under Minn.

Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Contract until this Contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin the work.

Expiration date. June 30, 2028, or until all obligations have been satisfactorily fulfilled, whichever occurs first.

Contractor’s Duties The Contractor shall perform all duties described in this Contract to the satisfaction of the State.

Representations and Warranties

Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of the State.

Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms.

Time

The Contractor must comply with all the time requirements described in this Contract. In the performance of this Contract, time is of the essence.

Compensation and Conditions of Payment

Compensation. The State will pay for performance by the Contractor under this Contract in accordance with the breakdown of costs as set forth in Exhibit D which is attached and incorporated into this Contract.

Conditions of Payment. All duties performed by the Contractor under this Contract must be performed to the State’s satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State. The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

Authorized Representative

State’s Authorized Representative. The State's Authorized Representative is Heather Taylor, Assistant Park Manager, Split Rock Lighthouse State Park, 3755 Split Rock Lighthouse Rd, Two Harbors, MN 55616, Phone 218-595-7621, or their successor or delegate, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services delivered or goods received under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is [name, title] at the following business address and telephone number: [insert business address and telephone number], or their successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price and Payment Schedule Exhibit E: Attached Documents: Map–Locations of Septic Tanks and Vault Toilets

1. State Encumbrance Verification Individual certifies that funds have been encumbered as required by Minn. Stat. §§ 16A.15 and 16C.05

3. Department of Natural Resources With delegated authority

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

SWIFT Contract No.:

2. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.

4. Commissioner of Administration As delegated by The Office of State Procurement

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

Exhibit A: Contract Terms

Prompt Payment and Invoicing.

Prompt Payment. The State will pay the Contractor pursuant to Minn. Stat. § 16A.124, which requires payment within 30 days following receipt of an undisputed invoice, or merchandise or service, whichever is later. Terms requesting payment in less than 30 days will be changed to read “Net 30 days.”

Notwithstanding the foregoing, the State may pay the Contractor in advance for purchases as allowed pursuant to Minn. Stat. §16A.065.

The payment for each order will only be made for goods received or services actually performed that have been accepted by the ordering entity, and meet all terms, conditions, and specifications of the Contract and the ordering document.

Invoicing. At a minimum the invoice must meet the requirements found on Exhibit D which provides a list of minimum invoice requirements.

Assignment, Amendments, Waiver, and Contract Complete.

Assignment. The Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of the State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.

Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the authorized parties or their successors.

Waiver. If the State fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it.

Contract Complete. This Contract contains all negotiations and agreements between the State and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

Termination.

Termination for Convenience. The State or Commissioner of Administration may cancel this Contract at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination for convenience, the Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered.

Termination for Breach. If the Contractor fails to perform according to the contract terms and conditions, the State is authorized to immediately cancel the Contract or purchase order, or any portion of it, and may obtain replacement goods or services and charge the difference of costs to the defaulting Contractor. In the event of default, the State reserves the right to pursue any other remedy available by law. A Contractor may be removed from the vendors list, suspended or debarred from receiving a Contract for failure to comply with terms and conditions of the Contract, or for failure to pay the State for the cost incurred on the defaulted Contract.

Termination for Insufficient Funding. The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services addressed within this Contract. Termination must be by written notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that dedicated funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding. This notice will be provided within a reasonable time of the State’s receiving notice.

Force Majeure.

Neither party shall be responsible to the other or considered in default of its obligations within this Contract to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party relying on this provision to excuse performance must provide the other party prompt written notice of the inability to perform and take all necessary steps to bring about performance as soon as practicable.

Indemnification.

In the performance of this Contract, the Indemnifying Party must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the State, to the extent caused by Indemnifying Party’s:

• Intentional, willful, or negligent acts or omissions; or

• Actions that give rise to strict liability; or

• Breach of contract or warranty.

The Indemnifying Party is defined to include the Contractor, Contractor’s reseller, any third party that has a business relationship with the Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law. The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the State’s sole negligence. This clause will not be construed to bar any legal remedies the Indemnifying Party may have for the State’s failure to fulfill its obligation under this Contract.

Nothing within this Contract, whether express or implied, shall be deemed to create an obligation on the part of the State to indemnify, defend, hold harmless or release the Indemnifying Party. This shall extend to all agreements related to the subject matter of this Contract, and to all terms subsequently added, without regard to order of precedence.

Governing Law, Jurisdiction, and Venue.

Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

Contract Use by State Agencies.

To the extent applicable, the Contract does not prohibit state agencies from using their delegated purchasing authority to procure similar goods and services from other sources.

Warranty.

The Contractor warrants to the ordering entity that materials and equipment furnished under the Contract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the requirements of the contract. Work not conforming to these requirements, including substitutions not properly approved and authorized in writing may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If requested, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment used.

All installation materials and labor shall be guaranteed for a period of one (1) year following the date of final acceptance.

During the first year following acceptance, the Contractor shall, upon notification by the ordering entity of any malfunctions, make necessary repairs, including labor, travel, and materials, at the Contractor’s expense.

Delivery.

Contractor is obligated to deliver within the quoted lead times. If delivery is not made within that time frame, the State reserves the right to deem the Contractor in default.

Risk of Loss.

The State is relieved of all risks of loss or damage to the goods and equipment during periods of transportation, installation by the Contractor, or while in the possession of the Contractor or its agent.

Purchase Orders.

The parties agree that there is no minimum order requirements or charges to process an individual purchase order unless otherwise stated in the Contract. The Purchase Order number must appear on all documents (e.g., invoices, packing slips, etc.).

Equipment Specifications.

All equipment must meet the contract specifications and all federal and State safety codes and regulations in effect at the date of manufacture. All equipment must be Original Equipment Manufacturer (OEM) equipment unless otherwise stated in the contract.

Items Offered as New.

All products, materials, supplies, replacement parts, and equipment offered and furnished must be new, of current manufacturer production, and must have been formally announced by the manufacturer as being commercially available, unless otherwise stated in this Contract.

Subcontracting.

This Contract may not be subcontracted in whole or in part.

Data Disclosure.

Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and Minnesota tax identification number, already provided to the State, to federal and state agencies, and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

Government Data Practices.

The Contractor and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (or, if the State contracting party is part of the Judicial Branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the State under this Contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor under this Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. Ch. 13, by either the Contractor or the State.

If the Contractor receives a request to release the data referred to in this clause, the Contractor must immediately notify and consult with the State’s Authorized Representative as to how the Contractor should respond to the request. The Contractor’s response to the request shall comply with applicable law.

Intellectual Property Rights.

Definitions. For the purpose of this Section, the following words and phrases have the assigned definitions:

“Documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Contractor, its employees, agents, or subcontractors, in the performance of this Contract.

“Pre-Existing Intellectual Property” means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

“Works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the Contractor, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Contract. “Works” includes Documents.

Ownership. The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this Contract. The Documents shall be the exclusive property of the State and all such Documents must be immediately returned to the State by the Contractor upon completion or cancellation of this Contract. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Contractor assigns all right, title, and interest it may have in the Works and the Documents to the State. The Contractor must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the Works and Documents.

Pre-existing Intellectual Property. Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

Obligations.

Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by the Contractor, including its employees and subcontractors, in the performance of this Contract, the Contractor will immediately give the State’s Authorized Representative written notice thereof, and must promptly furnish the State’s Authorized Representative with complete information and/or disclosure thereon.

Representation. The Contractor must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of the State, and that neither Contractor nor its employees, agents, or subcontractors retain any interest in and to the Works and Documents. The Contractor represents and warrants that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities.

Indemnification. Notwithstanding any other indemnification obligations addressed within this Contract, the Contractor will indemnify; defend, to the extent permitted by the Attorney General;

and hold harmless the State, at the Contractor’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.

Copyright.

The Contractor shall save and hold harmless the State of Minnesota, its officers, agents, servants and employees, from liability of any kind or nature, arising from the use of any copyrighted or noncopyrighted compositions, secret process, patented or nonpatented invention, article or appliance furnished or used in the performance of the Contract.

Assignment of Antitrust Rights.

Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.

Contractor’s Documents.

Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click-through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

State Audits.

Under Minn. Stat. § 16C.05, subd. 5, the Contractor’s books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by the State, the State Auditor, or Legislative Auditor, as appropriate, for a minimum of six years from the expiration or termination of this Contract.

Publicity and Endorsement.

Publicity. Any publicity regarding the subject matter of this Contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, information posted on corporate or other websites, research, reports, signs, and similar public notices prepared by or for the Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

Endorsement. The Contractor must not claim that the State endorses its products or services.

Debarment by State, its Departments, Commissions, Agencies, or Political Subdivisions.

Contractor certifies that neither it nor its principals is presently debarred or suspended by the Federal government, the State, or any of the State’s departments, commissions, agencies, or political subdivisions. Contractor’s certification is a material representation upon which the Contract award was based. Contractor shall provide immediate written notice to the State’s Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.

Contingency Fees Prohibited.

Pursuant to Minn. Stat. § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

Non-discrimination (in accordance with Minn. Stat. § 181.59).

The Contractor will comply with the provisions of Minn. Stat. § 181.59.

E-Verify Certification (in accordance with Minn. Stat. § 16C.075).

For services valued in excess of $50,000, Contractor certifies that as of the date of services performed on behalf of the State, Contractor and all its subcontractors will have implemented or be in the process of implementing the federal E- Verify Program for all newly hired employees in the United States who will perform work on behalf of the State.

Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request.

Hazardous Substances.

To the extent that the goods to be supplied to the State by the Contractor contain or may create hazardous substances, harmful physical agents, or infectious agents, as set forth in applicable State and federal laws and regulations, the Contractor must provide the State with Material Safety Data Sheets regarding those substances. A copy must be provided upon request. Goods and containers supplied to the State must be labeled in compliance with state and federal laws, rules, and regulations.

These terms apply to goods supplied under this contract:

Products Containing Triclosan Banned. The Contractor must comply with Minn. Stat. § 145.945.

Products Containing Certain Types of Polybrominated Diphenyl Ether Banned. The Contractor must comply with Minn. Stat. § 325E.385-325E.388).

Coal Tar Sealant Use and Sale Prohibited. The Contractor must comply with Minn. Stat. § 116.202.

Products Containing Mercury. The Contractor must comply with Minn. Stat. 116.92.

Products containing PFAS. The Contractor must comply with Amara's Law (Minn. Stat. § 116.943), which took effect in Minnesota January 1, 2025. The law applies all products sold or distributed under the contract and prohibits the sale or distribution of some products with intentionally added PFAS within Minnesota.

https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fosp.admin.mn.gov%2Fsites%2Fosp%2Ffiles%2Fpdf%2Feverifysubcertform.doc&wdOrigin=BROWSELINK https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fosp.admin.mn.gov%2Fsites%2Fosp%2Ffiles%2Fpdf%2Feverifysubcertform.doc&wdOrigin=BROWSELINK https://www.revisor.mn.gov/statutes/cite/116.943#stat.116.943

Survival of Terms.

The following clauses survive the expiration or cancellation of this Contract: Indemnification; State Audits; Government Data Practices; Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that expressly states or by its nature shall survive, shall survive.

Exhibit B: Insurance Requirements

Notice to Contractor.

The Contractor is required to submit Certificates of Insurance acceptable to the State as evidence of insurance coverage requirements prior to commencing work under this Contract.

The Contractor shall not commence work under the contract until they have obtained all the insurance described below and the State has approved such insurance. Contractor shall maintain such insurance in force and effect throughout the term of this Contract, unless otherwise specified in this Contract

The failure of the Contractor to provide a Certificate of Insurance, for the policies required under this Contract or renewals thereof, or failure of the insurance company to notify the State of the cancellation of policies required under this Contract shall not constitute a waiver by the State to the Contractor to provide such insurance.

The State reserves the right to immediately terminate this Contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Contractor.

All insurance policies must be open to inspection by the State, and copies of policies must be submitted to the State’s Authorized Representative upon written request.

Notice to Insurer.

The Contractor’s insurance company(ies) waives its right to assert the immunity of the State as a defense to any claims made under said insurance.

Insurance certificate holder should be addressed as follows:

State of Minnesota Department of Natural Resources 500 Lafayette Road St. Paul, MN 55155

Additional Insurance Conditions. The following apply to the Contractor, or the Contractor’s subcontractor:

Contractor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to the State with respect to any claim arising out of Contractor’s performance under this Contract.

If Contractor receives a cancellation notice from an insurance carrier affording coverage herein, Contractor agrees to notify the State within five (5) business days with a copy of the cancellation notice, unless Contractor’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) days advance written notice to the State;

Contractor is responsible for payment of Contract related insurance premiums and deductibles;

If Contractor is self-insured, a Certificate of Self-Insurance must be attached;

Contractor’s policy(ies) shall include legal defense fees in addition to its policy limits with the exception of professional liability.

Contractor’s insurance companies must either (1) have an AM Best rating of A- (minus) and a Financial Size Category of VII or better, and be authorized to do business in the State of Minnesota or (2) be domiciled in the State of Minnesota and have a Certificate of Authority/Compliance from the Minnesota Department of Commerce if they are not rated by AM Best.

An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits to satisfy the full policy limits required by the Contract.

Coverages. Contractor is required to maintain and furnish satisfactory evidence of the following insurance policies: Coverages.

Commercial General Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Contractor or by a subcontractor or by anyone directly or indirectly employed by the Contractor under the contract. Insurance minimum limits are as follows:

$1,000,000 – per occurrence $1,000,000 – annual aggregate $1,000,000 – annual aggregate – applying to Products/Completed Operations

The following coverages shall be included:

• Premises and Operations Bodily Injury and Property Damage

• Personal and Advertising Injury

• Blanket Contractual Liability

• Products and Completed Operations Liability

• State of Minnesota named as an Additional Insured, to the extent permitted by law

Commercial Automobile Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned, hired, and non-owned autos which may arise from operations under this contract, and in case any work is subcontracted the contractor will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows:

$1,000,000 – per occurrence Combined Single limit for Bodily Injury and Property Damage

In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile.

Evidence of Subcontractor insurance shall be filed with the Contractor.

Workers’ Compensation Insurance. Statutory Compensation Coverage. Except as provided below, Contractor must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, Contractor will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of the State, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:

$100,000 – Bodily Injury by Disease per employee $500,000 – Bodily Injury by Disease aggregate $100,000 – Bodily Injury by Accident

If Minn. Stat. § 176.041 exempts Contractor from Workers’ Compensation insurance or if the Contractor has no employees in the State, Contractor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Contractor from the Minnesota Workers’ Compensation requirements.

If during the course of the contract the Contractor becomes eligible for Workers’ Compensation, the Contractor must comply with the Workers’ Compensation Insurance requirements herein and provide the State with a certificate of insurance.

4.4 Pollution Liability Insurance. – Pollution Liability Insurance has been waived for this project.

Exhibit C: Specifications, Duties, and Scope of Work

1. PURPOSE

The purpose of this project is to ensure timely pumping and effective waste management for all septic tanks, lift station, and vault toilets throughout Split Rock Lighthouse State Park. The work supports sanitary and environmentally responsible park operations by providing reliable on-call pumping services and proper waste disposable in compliance with all Minnesota Pollution Control Agency (MPCA) and local rules and regulations through June 30, 2028.

2. LOCATION OF WORK

The location of the project is: 3755 Split Rock Lighthouse Rd, Two Harbors, MN 55616

3. PUMPING OVERVIEW

Septic Tank Locations Tank Size / Gallons Trail Center 2,500 Cart-in Campground Sanitation Building 2,500 Estimated total gallons to pump during the contract 5,000

Lift Station Location Tank Size / Gallons Cart-in Campground 500

Estimated total gallons to pump during the contract 500

ADA Vault Toilet Locations Pumping Schedule Cart-in Campground site #5 2 Pebble Beach 2 Near campsite 108 2 Near campsite 116 2 Near campsite 201 2 Near campsite 308 2 Near campsite 317 2 Near campsite 320 2 Mountain Bike/Overflow lot 1 Estimated total pumping schedule for ADA Unit during the contract 17

Standard Vault Toilet Locations Pumping Schedule Divers/Gold Rock Point lot 1 Cart-in Campground site #15 2 Estimated total pumping schedule for Standard Unit during the contract 3

The pumping schedules above are on-call based and estimates only and do not guarantee any frequencies or volumes. Additional pumping may be requested by the Project Supervisor and will be billed at the same contract rate.

4. OWNER

The work is to be performed on property owned by the State of Minnesota, Department of Natural Resources. All inquiries, information, and coordination with the Project Supervisor relating to the scheduling of work, use of site and similar matters shall be directed to:

Heather Taylor/Project Supervisor Assistant Park Manager 3755 Split Rock Lighthouse Rd Two Harbors, MN 55616 Telephone: 218-595-7621 E-mail: heather.taylor@state.mn.us

EXAMINATION OF SITE

Before submitting a proposal on the work contained in these specifications, each bidder is highly encouraged to visit the site, examine the premise, and thoroughly familiarize themselves with all existing conditions and limitations pertaining to the work involved. No extras will be allowed because of the Contractor’s misunderstanding as to the amount of work entailed, or lack of knowledge of existing conditions.

To arrange a site visit prior to the bid, contact Project Supervisor (listed above) or Site Contact, Matthew Mutchler, phone: 218-595-7627, email: matthew.mutchler@state.mn.us

SCHEDULE / TIME OF COMPLETION

Work cannot commence before receipt of Notice to Proceed.

Final Completion of the work shall be on or before June 30, 2028.

DELAYS

The Contractor shall notify the project supervisor immediately of any prospective delays in the completion of the project. Such notice shall be given in writing as soon as the contractor recognizes the prospect of delay. The ordering entity must approve all such requests.

USE OF PREMISES

The Contractor shall cooperate with the Owner in the scheduling and execution of the Work and use of the site and shall notify the Owner as far as possible in advance of the commencement of any work or operation which would interfere with the use of the existing facility.

AWARD

Contract will be awarded to one responsible bidder with the lowest total bid.

CHANGE ORDERS

The State may require or the Contractor may make a written request (describing the nature of the proposed change) for certain changes in the scope of work. Change Orders will only be considered if they are based on materially different work conditions that could not have been expected from mailto:heather.taylor@state.mn.us mailto:matthew.mutchler@state.mn.us available information at the time the Contract was issued. If the project completion date must be extended it will be done by a Change Order. The Contractor can only proceed with work beyond what is authorized in the Contract, if the State has approved the change and a Change Order is issued.

TEMPORARY FACILITIES

The existing electrical service and distribution system may be used to provide temporary power and, if necessary, light for construction purposes. The cost of all electrical energy used will be paid by the Owner. The Contractor shall be responsible for the cost of the installation and the removal of all temporary connections to the existing distribution system. Should any Contractor frequently overload the existing service or distribution system, arrangements shall be made to provide a separate temporary service for their own use and shall pay all energy and other costs incurred.

The existing water supply system may be used for construction purposes. The cost of such water will be paid by the Owner. Each Contractor shall provide their own hoses and other temporary extensions and connections. Temporary connections shall be removed by the party installing them when no longer required.

Existing sanitary facilities will be made available for use by all construction personnel on the Project.

No other facilities shall be used.

SPECIAL SITE CONDITIONS

Special care shall be taken to prevent damage to any part of the existing building, walks, plantings, etc. in the course of the work. Coordinate placement of equipment with the Owner and determine acceptable location and loading capacity. It shall be the Contractor’s responsibility to restore anything damaged in the course of the Contract Work to its original condition.

PROTECTION AND BARRICADES

During the removal and repair operation, the Contractor shall erect temporary enclosures, barricades, fences, or such protective structures as required to enclose the space or construction area and to provide protection to the public and staff. Such enclosures shall be constructed in a manner to preclude normal access to the construction area by unauthorized persons. After completion of the project, the Contractor shall remove the temporary barricades and repair any damage caused by the erection of the barricades.

ORAL STATEMENTS

No oral statements made by any person shall be allowed in any manner or degree to modify or otherwise affect the terms, conditions, and specifications of the Solicitation, or the resulting purchase order.

INTERRUPTION OF SERVICES

The Contractor shall not interrupt, cut, or alter in any way any of the existing services and utilities of the Owner without the express written notice and permission of the Owner. If the contractor must interrupt electrical, mechanical or telephone service, they shall notify the owner of such need at least 7 days prior to altering such service and shall receive written permission to conduct such alteration before commencing such work.

DAMAGE BY CONTRACTOR

The Contractor shall be responsible to repair or replace any items that are damaged by the Contractor’s operations at no additional expense to the DNR. The DNR shall determine whether the items are repaired or replaced.

EMPLOYEE HEALTH AND SAFETY

The Contractor shall be strictly responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. Conditions at the work site that the Project Supervisor suspects are in violation of safety laws and regulations may be reported to the appropriate enforcement authorities.

MEASUREMENT AND PAYMENT

Unless amended by written supplemental agreement, the bid amount shall be full compensation for a complete project as described in the specifications. No extras will be allowed due to the Contractor's lack of knowledge and understanding of existing conditions.

Payment will be made at the end of each month for that month’s service, based on project completion according to specifications and acceptance by the Project Supervisor in accordance with terms of the contract. The state can only pay for service after the service has been received.

Quantities shown in specifications are based on field calculations and are not certified to be complete or accurate, but to give the general scope of the project. The Contractor is encouraged to visit the site and verify the amount of work involved in the contract.

Work done contrary to instructions of the Project Supervisor and any work done beyond that which is specified or ordered, will be considered as Unauthorized Work and will not be paid for under the provisions of the Contract unless the Contractor has been pre-approved by the Project Supervisor through a fully executed change order.

Unauthorized work shall be removed by the Contractor at his expense upon receipt of a written order from the Project Supervisor.

POLLINATOR BEST MANAGEMENT PRACTICES

Habitat restorations and enhancements conducted on DNR lands and prairie restorations on state lands or on any lands using state funds are subject to pollinator best management practices and habitat restoration guidelines pursuant to Minnesota Statutes, section 84.973, found at https://www.revisor.mn.gov/statutes/?id=84.973. Practices and guidelines ensure an appropriate diversity of native species to provide habitat for pollinators through the growing season. Current specific practices and guidelines to be followed for contract and grant work can be found here:

http://files.dnr.state.mn.us/natural_resources/npc/bmp_contract_language.pdf.

INVASIVE SPECIES PREVENTION

The Minnesota DNR requires active steps to prevent or limit the introduction, establishment, and spread of invasive species during contracted work. The contractor shall prevent invasive species from entering into or spreading within a project site by cleaning equipment prior to arriving at the project site.

https://www.revisor.mn.gov/statutes/?id=84.973 http://files.dnr.state.mn.us/natural_resources/npc/bmp_contract_language.pdf

If the equipment, vehicles, gear, or clothing arrives at the project site with soil, aggregate material, mulch, vegetation (including seeds) or animals, it shall be cleaned by contractor furnished tool or equipment (brush/broom, compressed air or pressure washer) at the staging area. The contractor shall dispose of material cleaned from equipment and clothing at a location determined by the DNR Contract Administrator. If the material cannot be disposed of onsite, secure material prior to transport (sealed container, covered truck, or wrap with tarp) and legally dispose of offsite.

The DNR shall be responsible for identifying the location of any known infestations of terrestrial pests and sharing the information with the Contractor. The Contractors shall be responsible for communicating any precautions needed to his staff and sub-Contractors. Parking and staging areas, and travel routes shall not be within known infestations. The Contractor shall clean equipment and clothing and dispose of material as noted above, prior to leaving the project limits.

Where there are multiple sites and at least one contains invasive species, the intent is to start work at the site with the fewest number of invasive plants, leaving the most heavily infested sites to last.

The Contractor shall make every effort to schedule operations and site visits to avoid the spread of weed seed. When planning to travel between multiple sites in one day, the Contractor shall submit the last site visited and the schedule to the DNR Contract Administrator for review and either acceptance or rejection.

If the project is inactive for longer than one month of the growing season, the Contractor shall close, obstruct or gate all access routes, when directed by Project Manager, until the project resumes.

If the DNR Contract Administrator, Contractor or subcontractor discovers additional invasive species infestation areas during the project, the Contractor is to report the newly discovered infested areas to the DNR Contract Administrator.

Upon completion of the project, close, obstruct or gate all temporary access routes as directed by the DNR Contract Administrator.

CONTRACTOR’S DUTIES

1. Have a current Subsurface Sewage Treatment Systems (SSTS) License through the

Minnesota Pollution Control Agency to perform this service. The successful vendor shall provide proof of a valid MPCA License as per MPCA Chapter 7080 before Notice to Proceed is issued.

2. Have adequate facilities, space, equipment, and experienced personnel to perform services required by this contract in a manner satisfactory to the State.

3. Provide all labor, equipment, transportation any applicable taxes and all else necessary to perform the requirements of this contract.

4. All equipment used shall be leak proof and in compliance with all Minnesota Pollution Control Agency (MPCA) and local rules and regulations relating to providing this service.

5. Pumping and disposal of all waste shall be in accordance with all applicable (MPCA) rules and regulations, whether material is land applied to an MPCA approved site or delivered to an MPCA permitted treatment facility.

6. Break up any scum layer present with power mixing method of some type.

7. Pumping vault toilets service shall not be performed before 8:00 am or after 8:00 pm and shall be accomplished in such a way to be least disruptive to the operations of camping and rest area facilities.

8. Dispose of any cans, bottles, and garbage removed, to facilitate pumping of vaults, in garbage dumpster designated by Park Manager.

9. Pick up cans, bottles, and garbage, in and/or adjacent to vault toilets, and dispose of in garbage dumpster designated by Park Manager.

10. Pump vault toilets within 48 hours of request for service.

11. Pump vault toilets within 24 hours of emergency request for service.

12. Contractor will obey all State Park rules and regulations and drivers must stop at all stop signs and obey all speed limits.

STATE’S RESPONSIBILITIES

1. Track and monitor use at each vault toilet and communicate need to the contractor in a timely manner to allow flexibility in scheduling. Ensure adequate ingress/egress for contractor.

Exhibit D: Pricing

1. Contract Pricing.

In General. Prices listed take into consideration all inherent costs of providing the requested goods and services. The Contractor agrees to pay any and all fees, including, but not limited to: duties, custom fees, permits, brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments. The State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or expressly allowed by the Contract. Prices listed within Exhibit D are maximum prices. These maximum prices shall remain firm for the initial term of the Contract. The Price List may not include any additional terms or conditions. A unit price and a total for the quantity must be stated for each item quoted. Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract.

Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract.

2. Prompt Payment Terms.

Contractor’s payment terms are to be completed based on response to the solicitation.

3. Taxes.

Contract price and quoted price must include taxes.

4. Invoice Requirements.

Contractor hereby waives the right to enforce any term which contradicts or modifies any term of the solicitation or any Contract that may result, including subsequent amendments to the Contract, or would result in an unencumbered expense if enforced against the state. Contract quote and invoice must contain, at a minimum:

• Customer Name and Payment Remittance Address

• Invoice Date and Service Dates

• Solicitation No. (2027-167)

• List of serviced septic tank locations, including the total gallons per tank

• List of serviced vault toilet locations

• amount of payment request.

Invoices shall be sent at the end of the month for that month’s service via email to:

heather.taylor@state.mn.us and matthew.mutchler@state.mn.us mailto:heather.taylor@state.mn.us mailto:matthew.mutchler@state.mn.us

Exhibit E The…