Attachment_A_Sample_PT_Contract.docx

Minnesota Department of Human Services Professional Technical Contract This Contract, and all amendments and supplements to the contract (“CONTRACT”), is between the State of Minnesota, acting through its Department of Human Services, Click here to enter division name Division (“STATE”) and Click here to contractor name, an independent contractor, not an employee of the State of Minnesota, located at Click here to enter physical address (“CONTRACTOR”).

RECITALS

Under Minnesota Statutes, sections 15.061 and 256.01, subdivision 2(a)(6) Click here to enter additional authority, the STATE has authority to enter into contracts to provide services and engage in activities as necessary to carry out its mission.

STATE is in need of the following services: Click here to enter services.

CONTRACTOR represents that it is duly qualified and willing to perform the services set forth in this CONTRACT to the satisfaction of STATE.

STATE will share the following Protected Information:

STATE’s purpose for Sharing Protected Information and Expected Outcomes is:

STATE is permitted to share Protected Information with CONTRACTOR in accordance with Minnesota Statutes, section 13.46.

The parties agree as follows:

CONTRACT:

1. CONTRACT TERM AND SURVIVAL OF TERMS.

1.1. Effective date: This CONTRACT is effective on Click here to enter date, or the date that STATE obtains all required signatures under Minnesota Statutes, section 16C.05, subdivision 2, whichever is later. CONTRACTOR may not begin work under this CONTRACT, nor will any payments or reimbursements be made, until all required signatures have been obtained and CONTRACTOR is notified to begin work by STATE's Authorized Representative.

1.2. Expiration date. This CONTRACT is valid through Click here to enter date, or until all obligations set forth in this CONTRACT have been satisfactorily fulfilled, whichever occurs first.

1.3. No performance before notification by STATE. CONTRACTOR may not begin work under this CONTRACT, nor will any payments or reimbursements be made, until all required signatures have been obtained per Minn. Stat. § 16C.05, subd. 2, and CONTRACTOR is notified to begin work by STATE's Authorized Representative.

1.4. Survival of terms. CONTRACTOR shall have a continuing obligation after the expiration of CONTRACT to comply with the following provisions of CONTRACT: Indemnification; Information Privacy and Security; Intellectual Property Rights; State audits; Contractor Data Disclosure; Publicity; and Jurisdiction and Venue.

1.5. Time is of the essence. CONTRACTOR will perform its duties within the time limits established in CONTRACT unless it receives written approval from STATE. In performance of CONTRACT, time is of the essence.

2. CONTRACTOR'S DUTIES.

2.1. CONTRACTOR shall perform duties in accordance with Attachment A, Work Plan, which is attached and incorporated into this CONTRACT.

2.2. Accessibility. Any information systems, tools, content, and work products produced under this CONTRACT, including but not limited to software applications, web sites, video, learning modules, webinars, presentations, etc., whether commercial, off-the-shelf (COTS) or custom, purchased or developed, must comply with the State of Minnesota Accessibility Standard,[footnoteRef:2] as updated on June 14, 2018. This standard requires, in part, compliance with the Web Content Accessibility Guidelines (WCAG) 2.0 (Level AA) and Section 508 Subparts A-D. [2: https://mn.gov/mnit/about-mnit/accessibility/]

Information technology deliverables and services offered must comply with the State of Minnesota Accessibility Standard and any documents, reports, communications, etc. contained in an electronic format that CONTRACTOR delivers to or disseminates for the STATE must be accessible. (The relevant requirements are contained under the “Standards” tab at the link above.) Information technology deliverables or services that do not meet the required number of standards or the specific standards required may be rejected and STATE may withhold payment pursuant to clause 3.2(a) of CONTRACT.

3. CONSIDERATION AND TERMS OF PAYMENT.

3.1 Consideration. STATE will pay for all services satisfactorily provided by CONTRACTOR under this CONTRACT.

3.2. Payment.

☐ [OPTION A:] Ten percent (10%) of the total amount of each invoice submitted by CONTRACTOR for payment. The retained balance due will be paid when the STATE determines that the CONTRACTOR has satisfactorily fulfilled all the terms of this contract.

☐ [OPTION B:] Withholding payment on invoices at the beginning of the contract until the withheld amount equals ten percent (10%) of the total obligation amount. Once the withheld payments equal ten percent (10%) of the total obligation amount, future invoices related to this contract will be paid in full after the STATE’S Authorized Representative approves the work associated with each invoice. The retained balance due will be paid when the STATE determines that the CONTRACTOR has satisfactorily fulfilled all the terms of this contract.

Pass-through requirements. CONTRACTOR acknowledges that, if it is a subrecipient of federal funds under this CONTRACT, CONTRACTOR may be subject to certain compliance obligations. CONTRACTOR can view a table of these obligations in the Health and Human Services Grants Policy Statement, Exhibit 3 on page II-3, in addition to specific public policy requirements related to the federal funds here. To the degree federal funds are used in this contract, STATE and CONTRACTOR agree to comply with all pass-through requirements, including each Party’s auditing requirements as stated in 2 C.F.R. § 200.332 (Requirements for pass-through entities) and 2 C.F.R. §§ 200.501-521 (Subpart F – Audit Requirements).

1. CONTRACTOR (subrecipient) Name: Click here to enter name (Must match the name associated with the Unique Entity Identifier.)

2. CONTRACTOR Unique entity identifier (UEI). CONTRACTOR’s UEI is Click here to enter number. Effective April 4, 2022, the Unique Entity Identifier is the 12 character alphanumeric identifier established and assigned at SAM.gov to uniquely identify business entities and must match CONTRACTOR’s name.

3. Federal Award Identification Number (FAIN): Click here to enter number

4. Federal Award Date: Click here to enter date (The date of the award to the MN Dept. of Human Services.)

5. CONTRACT (Subaward) Period of Performance: Start date: See Section 1.1 above. End date: See Section 1.2 above.

6. CONTRACT (Subaward) Budget Period Start and End Date: Click here to enter date.

7. Amount of federal funds obligated to CONTRACTOR (subrecipient) in this CONTRACT: $Click here to enter amount

8. Total Amount of federal funds obligated to CONTRACTOR (subrecipient) by STATE, including the current CONTRACT: $Click here to enter amount

9. Total Amount of the Federal Award from which the funds to the CONTRACTOR (subrecipient) are drawn: $Click here to enter amount

10. Federal Award Project description: Click here to enter text

11. Name:

a. Federal Awarding Agency: Click here to enter text

b. Pass through entity: MN Dept. of Human Services (DHS)

c. Name and Contact information of DHS’s awarding official: Click here to enter name and contact information of authorized representative

12. Assistance Listings Number & Name: (formerly known as CFDA No.) Click here to enter number, Click here to enter title, Click here to enter total amount made available at time of disbursement

13. Is this federal award related to research and development?: ☐ Yes ☐ No

14. Indirect Cost Rate for this federal award is: Click here to enter rate including if the de minimis rate is charged.

3.3. Payments to subcontractors. (If applicable) As required by Minn. Stat. § 16A.1245, CONTRACTOR must pay all subcontractors, within ten (10) calendar days of CONTRACTOR’s receipt of payment from STATE for undisputed services provided by the subcontractor(s) and must pay interest at the rate of 1-1/2 percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s).

4. CONDITIONS OF PAYMENT.

All services provided by CONTRACTOR pursuant to this CONTRACT shall be performed to the satisfaction of STATE, as determined at the sole discretion of its authorized representative, and in accord with all applicable federal, state, and local laws, ordinances, rules and regulations including business registration requirements of the Office of the Secretary of State. CONTRACTOR shall not receive payment for work found by STATE to be unsatisfactory, or performed in violation of federal, state or local law, ordinance, rule or regulation.

5. AUTHORIZED REPRESENTATIVES AND RESPONSIBLE AUTHORITY.

5.1. STATE. STATE's authorized representative for the purposes of administration of this CONTRACT is Click here to enter name or successor. Phone and email: Click here to enter text. This representative shall have final authority for acceptance of CONTRACTOR's services and if such services are accepted as satisfactory, shall so certify on each invoice submitted pursuant to clause 3.2.a.

5.2. CONTRACTOR. CONTRACTOR’s Authorized Representative is Click here to enter name or successor. Phone and email: Click here to enter text If CONTRACTOR’s Authorized Representative changes at any time during this CONTRACT, CONTRACTOR must immediately notify STATE.

5.3. Information Privacy and Security. (If applicable) CONTRACTOR’s responsible authority for the purposes of complying with data privacy and security for this CONTRACT is Click here to enter name or successor. Phone and email: Click here to enter text.

6. CANCELLATION.

6.1. For cause or convenience. This CONTRACT may be canceled by the STATE or the Minnesota Commissioner of Administration at any time, with or without cause, upon thirty (30) days written notice to the CONTRACTOR. In the event of such a cancellation, CONTRACTOR will be entitled to payment, determined on a pro rata basis, for work or services satisfactorily performed.

6.2. Insufficient funds. 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 covered here. Termination will be by written notice to CONTRACTOR. STATE is not obligated to pay for any services that are provided after the effective date of termination. CONTRACTOR will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. 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. STATE must provide CONTRACTOR notice of the lack of funding within a reasonable time of STATE’s receiving that notice.

6.3. Breach. Notwithstanding clause 6.1, upon STATE’s knowledge of a curable material breach of the CONTRACT by CONTRACTOR, STATE shall provide CONTRACTOR written notice of the breach and ten (10) days to cure the breach. If CONTRACTOR does not cure the breach within the time allowed, CONTRACTOR will be in default of this CONTRACT and STATE may cancel the CONTRACT immediately thereafter. If CONTRACTOR has breached a material term of this CONTRACT and cure is not possible, STATE may immediately terminate this CONTRACT.

7. INDEMNIFICATION.

In the performance of this CONTRACT by CONTRACTOR, or CONTRACTOR’s agents or employees, CONTRACTOR 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 STATE, to the extent they are caused by CONTRACTOR’s:

a. Intentional, willful, or negligent acts or omissions;

b. Actions that give rise to strict liability; or

c. Breach of contract or warranty.

The indemnification obligations of this clause do not apply in the event the claim or cause of action is the result of STATE’s sole negligence. This clause will not be construed to bar any legal remedies CONTRACTOR may have for STATE’s failure to fulfill its obligation under this CONTRACT.

8. [OPTION 1] INFORMATION PRIVACY AND SECURITY.

a. It is expressly agreed that STATE will not be disclosing or providing information protected under the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (the “Data Practices Act”) as “not public data” on individuals to CONTRACTOR under this Contract. “Not public data” means any data that is classified as confidential, private, nonpublic, or protected nonpublic by statute, federal law or temporary classification. Minn. Stat. § 13.02, subd. 8a.

b. It is expressly agreed that CONTRACTOR will not create, receive, maintain, or transmit "protected health information", as defined in the Health Insurance Portability Accountability Act (“HIPAA”), 45 C.F.R. § 160.103, on behalf of STATE for a function or activity regulated by 45 C.F.R. 160 or 164. Accordingly, CONTRACTOR is not a "business associate" of STATE, as defined in HIPAA, 45 C.F.R. § 160.103 as a result of, or in connection with, this CONTRACT. Therefore, CONTRACTOR is not required to comply with the privacy provisions of HIPAA as a result of, or for purposes of, performing under this CONTRACT. If CONTRACTOR has responsibilities to comply with the Data Practices Act or HIPAA for reasons other than this CONTRACT, CONTRACTOR will be responsible for its own compliance.

c. Notwithstanding paragraph a. and b., in its capacity as CONTRACTOR under this CONTRACT, CONTRACTOR must comply with the provisions of the Data Practices Act as though it were a governmental entity as defined by the Data Practices Act. CONTRACTOR will be performing functions of a government entity under Minn. Stat. § 13.05, subd. 11, and thus any data created, collected, received, stored, used, maintained or disseminated by CONTRACTOR in performing its duties under this contract is subject to the protections of the Data Practices Act. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Data Practices Act, Minn. Stat., ch. 13, by either CONTRACTOR or STATE.

d. In its capacity as CONTRACTOR under this contract, CONTRACTOR is being made an agent of the “welfare system” as defined in Minn. Stat. § 13.46, subd. 1, and any data collected, created, received, stored, used, maintained or disseminated by CONTRACTOR in performing its duties under this Contract is explicitly subject to the protections of Minn. Stat. § 13.46.

e. If CONTRACTOR receives a request to release data created, collected, received, stored, used, maintained or disseminated by CONTRACTOR in performing its duties under this CONTRACT, CONTRACTOR must immediately notify and consult with STATE’s Authorized Representative as to how CONTRACTOR should respond to the request.

f. Under this CONTRACT, CONTRACTOR is performing the functions of a government entity including, but not limited to, responding appropriately pursuant to Minn. Stat. §§ 13.03 and 13.04 to requests for data created, collected, received, stored, used, maintained, or disseminated by CONTRACTOR in performing its duties under this CONTRACT.

g. CONTRACTOR’s obligations while performing the functions of a government entity include, but are not limited to, complying with Minn. Stat. § 13.05, subd. 5 to establish appropriate security safeguards for all records containing data on individuals.

h. CONTRACTOR must comply with Minn. Stat. § 13.055 to investigate and appropriately report or notify regarding any potential unauthorized acquisition of data created, collected, received, stored, used, maintained, or disseminated by CONTRACTOR in performing its duties under this CONTRACT.

8. [OPTION 2] INFORMATION PRIVACY AND SECURITY.

Information privacy and security shall be governed by the “Data Sharing Agreement Terms and Conditions”, which is attached and incorporated into this Contract as Attachment Click here to enter letter, except that the parties further agree to comply with any agreed-upon amendments to the Data Sharing Agreement.

8. [OPTION 3] INFORMATION PRIVACY AND SECURITY.

Information privacy and security shall be governed by the “Data Sharing Agreement and Business Associate Agreement Terms and Conditions” which is attached and incorporated into this CONTRACT as Attachment Click here to enter letter, except that the parties further agree to comply with any agreed-upon amendments to the Data Sharing Agreement and Business Associate Agreement.

9. INTELLECTUAL PROPERTY RIGHTS.

9.1. Definitions.

9.2. Ownership. STATE owns all rights, title, and interest in all of the intellectual property, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this CONTRACT. The Works and Documents will be the exclusive property of STATE and all such Works and Documents must be immediately returned to STATE by 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.” 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. If using STATE data, CONTRACTOR must cite the data, or make clear by referencing that STATE is the source.

9.3. 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.

9.4 Responsibilities.

10. INSURANCE REQUIREMENTS.

CONTRACTOR shall not begin work under the CONTRACT until it has obtained all the insurance described below and STATE has approved such insurance. CONTRACTOR shall maintain the insurance in force and effect throughout the term of the contract. CONTRACTOR is required to maintain and furnish satisfactory evidence of the following insurance policies.

10.1. Workers’ Compensation. The CONTRACTOR certifies that it is in compliance with Minn. Stat.

§ 176.181, subd. 2, pertaining to workers’ compensation insurance coverage. The CONTRACTOR’s employees and agents will not be considered employees of the STATE. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way the STATE’s obligation or responsibility. CONTRACTOR’s employees and agents will not be considered employees of STATE. Minimum insurance 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 mandates, including if CONTRACTOR has no employees in the State of Minnesota, CONTRACTOR must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes CONTRACTOR from the Minnesota Workers’ Compensation requirements.

10.2. General Commercial Liability Insurance. CONTRACTOR agrees that it will at all times during the term of the contract keep in force a commercial general liability insurance policy with the following minimum insurance limits:

· $2,000,000 per occurrence

· $2,000,000 annual aggregate Such insurance will protect 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 CONTRACTOR or by a subcontractor or by anyone directly or indirectly employed by CONTRACTOR under the CONTRACT. STATE will be named as both an additional insured and a certificate holder on the general commercial liability policy.

10.3. 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. In the case that any work is subcontracted, CONTRACTOR will require the subcontractor to maintain Commercial Automobile Liability Insurance that conforms to this section. Minimum insurance limits are as follows:

· $2,000,000 per occurrence Combined Single limit for Bodily Injury and Property Damage.

· In addition, Owned, Hired, and Non-owned Automobile coverage should be included.

10.4. Professional Liability Insurance.

This policy will provide coverage for all claims the CONTRACTOR may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to CONTRACTOR’s professional services required under the CONTRACT. CONTRACTOR is required to carry the following minimum insurance limits:

· $2,000,000 – per claim or event

· $2,000,000 – annual aggregate Any deductible will be the sole responsibility of the CONTRACTOR and may not exceed $50,000 without the written approval of the STATE. If the CONTRACTOR desires authority from the STATE to have a deductible in a higher amount, the CONTRACTOR shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the STATE can ascertain the ability of the CONTRACTOR to cover the deductible from its own resources.

The retroactive or prior acts date of such coverage shall not be after the effective date of this CONTRACT and CONTRACTOR shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by CONTRACTOR to fulfill this requirement.

10.5. Additional Insurance Conditions:

a. CONTRACTOR’s policies shall be primary insurance to any other valid and collectible insurance available to STATE with respect to any claim arising out of CONTRACTOR’s performance under this Contract.

b. If CONTRACTOR receives a cancellation notice from an insurance carrier providing coverage, CONTRACTOR agrees to notify STATE within five (5) business days with a copy of the cancellation notice, unless CONTRACTOR’s policies contain a provision that coverage afforded under the policies will not be cancelled without at least thirty (30) days advance written notice to STATE.

c. CONTRACTOR is responsible for payment of CONTRACT related insurance premiums and deductibles.

d. If CONTRACTOR is self-insured, a Certificate of Self-insurance must be provided to STATE.

e. STATE shall be named as a certificate holder on applicable policies.

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

g. 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.

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

11. HUMAN RIGHTS COMPLIANCE.

11.1. Affirmative Action requirements for Contractors with more than 40 full-time employees and contract in excess of $100,000. (If this contract, including all amendments, does not exceed $100,000, this provision does not apply). If CONTRACT exceeds $100,000 and CONTRACTOR employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then CONTRACTOR must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400-5000.3600. A CONTRACTOR covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.

11.2. Minn. Stat. § 363A.36. Minn. Stat. § 363A.36 requires CONTRACTOR to have an affirmative action plan for the employment of minority persons, women, and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights (“Commissioner”) as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A contract awarded without a certificate of compliance may be voided.

11.3. Minn. R. parts 5000.3400-5000.3600.

1. CONTRACTOR must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The CONTRACTOR agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

2. CONTRACTOR agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

3. In the event of CONTRACTOR'S noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

4. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the CONTRACTOR'S obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

12. AUDIT REQUIREMENTS AND CONTRACTOR DEBARMENT INFORMATION.

12.1. State audits.

Under Minn. Stat. § 16C.05, subd. 5, the books, records, documents, and accounting procedures and practices of CONTRACTOR and its employees, agents, or subcontractors relevant to this CONTRACT are subject to examination by STATE and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six years from the CONTRACT end date.

12.2. Independent audit. If CONTRACTOR conducts or undergoes an independent audit during the term of this CONTRACT, a copy of the audit must be submitted to STATE within thirty (30) days of the audit’s completion.

12.3. Federal audit requirements. CONTRACTOR certifies it will comply with 2 C.F.R § 200.501 et seq., as applicable. To the extent federal funds are used for this CONTRACT, CONTRACTOR acknowledges that CONTRACTOR and STATE shall comply with the requirements of 2 C.F.R. § 200.331. Non-Federal entities receiving $750,000 or more of federal funding in a fiscal year must obtain a single or program-specific audit conducted for that year in accordance with 2 C.F.R. § 200.501. Failure to comply with these requirements could result in forfeiture of federal funds.

12.4. Debarment by STATE, its departments, commissions, agencies or political subdivisions.

CONTRACTOR certifies that neither it nor its principles are presently debarred or suspended by the State of Minnesota, or any of its departments, commissions, agencies, or political subdivisions: https://mn.gov/admin/osp/government/suspended-debarred/. CONTRACTOR’s certification is a material representation upon which the CONTRACT award was based. CONTRACTOR shall provide immediate written notice to 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.

12.5. Certification regarding debarment, suspension, ineligibility, and voluntary exclusion.

Federal money will be used or may potentially be used to pay for all or part of the work under the contract, therefore CONTRACTOR certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. CONTRACTOR’S certification is a material representation upon which the contract award was based.

13. CONTRACTOR DATA DISCLOSURE.

Consistent with Minn. Stat. §§ 270B.09, 270C.65, subd. 3, and 270C.66, and other applicable law, CONTRACTOR understands that disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the STATE, may be provided to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring CONTRACTOR to file state tax returns and pay delinquent state tax liabilities, if any.

14. PUBLICITY.

14.1 General publicity. Any publicity regarding the subject matter of this CONTRACT must identify 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, research, reports, signs, websites, social media, and similar public notices prepared by or for CONTRACTOR individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this CONTRACT.

14.2 Endorsement. CONTRACTOR must not claim that STATE endorses its products or services.

15. JURISDICTION AND VENUE.

This CONTRACT, and amendments and supplements, are governed by the laws of the State of Minnesota. Venue for all legal proceedings arising out of this CONTRACT, or breach of the CONTRACT, shall be in the state or federal court with competent jurisdiction in Ramsey County, Minnesota.

16. CLERICAL ERRORS AND NON-WAIVER.

16.1. Clerical error. Notwithstanding clause 17.2, STATE reserves the right to unilaterally fix clerical errors contained in CONTRACT without executing an amendment. CONTRACTOR will be informed of errors that have been fixed pursuant to this paragraph.

16.2. Non-waiver. If STATE fails to enforce any provision of this CONTRACT, that failure does not waive the provision or STATE’s right to enforce it.

17. ASSIGNMENT, AMENDMENT, SEVERABILITY, ENTIRE AGREEMENT, AND DRAFTING PARTY.

17.1. Assignment. CONTRACTOR shall neither assign nor transfer any rights or obligations under this CONTRACT without the prior written consent of STATE and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.

17.2. Amendments. Any amendments to this CONTRACT shall be in writing and shall be executed by the same parties who executed the original CONTRACT, or their successors in office.

17.3. Severability. If any provision of this CONTRACT is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this CONTRACT shall not in any way be affected or impaired. The parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and will incorporate the substitute provision in this CONTRACT according to clause 17.2.

17.4. Entire Agreement. This CONTRACT contains all negotiations and agreements between STATE and CONTRACTOR. No other understanding regarding this CONTRACT, whether written or oral may be used to bind either party.

17.5 Drafting party. The parties agree that both parties have had an opportunity to negotiate and draft CONTRACT, and that, in the event of a dispute, the CONTRACT shall not be construed against either party.

18. PROHIBITION ON WEAPONS. CONTRACTOR agrees to comply with all terms of the Department of Human Services' policy prohibiting carrying or possessing weapons wherever and whenever the CONTRACTOR is performing services within the scope of this contract. This policy, which is located at the business location of the STATE and is available to CONTRACTOR upon request, is incorporated by reference into this contract. Any violations of this policy by CONTRACTOR or CONTRACTOR'S employees may be grounds for immediate suspension or termination of the contract.

19. 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.[footnoteRef:3] All subcontractor certifications must be kept on file with CONTRACTOR and made available to the STATE upon request. [3: http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc ]

20. CERTIFICATION OF NONDISCRIMINATION.

In accordance with Minn. Stat. § 16C.053, any contract for which the value, including all extensions, is $50,000, CONTRACTOR certifies it does not engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the CONTRACTOR'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.

21. SUBCONTRACTOR DIVERSE SPEND REPORTING.

If the total value of this contract may exceed $500,000, including all extension options, CONTRACTOR must track and report, on a quarterly basis, the amount spent with diverse businesses both: 1) directly to subcontractors performing under the CONTRACT, and 2) indirectly to diverse businesses that provide supplies/services to your company (in proportion to the revenue from this CONTRACT compared to CONTRACTOR’S overall revenue). When this applies, CONTRACTOR will be provided free access to a portal for this purpose, and the requirement will continue as long as the contract is in effect.

22. LEGAL COMPLIANCE.

22.1 General compliance. All performance under this CONTRACT must be in compliance with state and federal law and regulations, and local ordinances. Allegations that STATE deems reasonable, in its sole discretion, of violations of state or federal law or regulations, or of local ordinances, may result in CONTRACT cancellation or termination and/or reporting to local authorities by STATE.

22.2 Nondiscrimination. Pursuant to Minn. Stat. § 181.59 and other applicable law and policy, CONTRACTOR will not discriminate against any person on the basis of the person’s race, color, creed, religion, national origin, sex, marital status, gender identity, disability, public assistance status, sexual orientation, age, familial status, membership or activity in a local commission, or status as a member of the uniformed services. CONTRACTOR must refrain from such discrimination as a matter of its contract with STATE. “Person” includes, without limitation, a STATE employee, CONTRACTOR’s employee, a program participant, and a member of the public. “Discriminate” means, without limitation, to fail or refuse to hire, discharge, or otherwise discriminate against any person with respect to the compensation, terms, conditions, or privileges of employment, or; exclude from participation in, deny the benefits of, or subject to discrimination under any CONTRACTOR program or activity.

CONTRACTOR will ensure that all of its employees and agents comply with Minnesota Management and Budget Policy #1329 (Sexual Harassment Prohibited) and #1436 (Harassment and Discrimination Prohibited).

23. 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.

24. CRIMINAL BACKGROUND CHECK REQUIRED.

CONTRACTOR and CONTRACTOR’s employees, agents, independent contractors, or subcontractors performing services under this Contract shall execute and submit an informed consent form allowing STATE to conduct a criminal background check using a computerized criminal history system operated by the Minnesota Department of Public Safety’s Bureau of Criminal Apprehension (“CCH Background Check”) before work can begin under this Contract. Alternatively, if directed by STATE, CONTRACTOR and CONTRACTOR’s employees, agents, independent contractors, or subcontractors performing services under this Contract shall cooperate with a criminal background check conducted by a third party.

STATE may, in its discretion, immediately terminate this CONTRACT in accordance with clause 6.1 upon STATE’S determination that the results of the CCH Background Check constitutes a disqualifying crime or conduct under Minn. Stat. §§ 245C.14 and 245C.15.

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Signature Page Follows

P/T Contract (PT302) Rev. 4.4.2023 By signing below, the parties agree to the terms and conditions contained in this CONTRACT.

APPROVED:

Document Name 1

1. STATE ENCUMBRANCE VERIFICATION Individual certifies that funds have been encumbered as required by Minnesota Statutes, chapter 16A and section 16C.05 or Department of Administration Policy 21-01.

By: ___________________________ Date: _________________________ Contract No: _____________________

2. CONTRACTOR

Contractor certifies that the appropriate person(s) have executed the contract on behalf of the CONTRACTOR as required by applicable articles, by-laws resolutions or ordinances.

By: _______________________ Title: _____________________ Date: _____________________

By:…