Quick_Call.docx

State of Minnesota Department of Natural Resources

QUICK CALL FOR PROPOSALS

Arrowhead State Trail Rare Plant Species Survey SWIFT EVENT No. 2000018545 Date Posted: July 29, 2026

· Responses must be received not later than 2:00 PM, Central Time, August 10, 2026

· Late responses will not be considered

· As of July 1, 2025, certain terms are unenforceable in state contracts. See Session Laws, 2025 Regular Session, Chapter 39, Article 2, Sec. 45.

Minnesota’s Commitment to Diversity and Inclusion The State of Minnesota is committed to diversity and inclusion in its public procurement process. The goal is to ensure that those providing goods and services to the State are representative of our Minnesota communities and include businesses owned by minorities, women, veterans, and those with substantial physical disabilities. Creating broader opportunities for historically under-represented groups provides for additional options and greater competition in the marketplace, creates stronger relationships and engagement within our communities, and fosters economic development and equality.

To further this commitment, the Department of Administration operates a program for Minnesota-based small businesses owned by minorities, women, veterans, and those with substantial physical disabilities. For additional information on this program, or to determine eligibility, please call 651.201.2402 or go to the Office of Equity in Procurement home page, at https://mn.gov/admin/business/vendor-info/oep/.

SPECIAL NOTICE: This is a request for proposal. It does not obligate the State of Minnesota to award a contract or complete the proposed program, and the State reserves the right to cancel this solicitation if it is considered in its best interest.

This Solicitation requires proposals to be submitted through the SWIFT Supplier Portal. Please note the security changes below that may impact responders from submitting a timely response.

SWIFT SUPPLIER PORTAL SECURITY CHANGES

There are new security measures that the Minnesota Management and Budget implemented on October 16, 2022. It is a new multi-factor authentication (MFA) to enhance the security of the State of Minnesota Supplier Portal. MFA is an authentication method that requires bidders and suppliers provide two verification factors to log into the SWIFT Supplier Portal. The goal of MFA is to create a layered defense that makes it more difficult for unauthorized system access to occur.

For information about these changes, please refer to the SWIFT Supplier Portal Multi-Factor Authentication FAQ document.

If you have not done so already, please make sure to log into the SWIFT Supplier Portal as soon as possible to get this authentication set up early so there are no issues when submitting a response to an RFP.

You are strongly encouraged to set your MFA during business hours of 8:00 A.M. to 4:00 P.M., Central Time, Monday through Friday. You may experience delay setting your MFA after hours.

TABLE OF CONTENTS

Solicitation Content

SECTION 1 – INSTRUCTIONS TO RESPONDERS

Step 1: Read the solicitation documents and ask questions, if any Step 2: Write your response Step 3: Sign and submit your response

STEP 1 – READ THE SOLICITATION DOCUMENT & ASK QUESTIONS, IF ANY

How to Ask Questions

The contact person for questions is:

Charles Schuman, Contract Officer Department of Natural Resources charles.schuman@state.mn.us Questions should be emailed to the contact by August 03, 2026.

Other personnel are not authorized to answer questions regarding this Quick Call.

STEP 2 – WRITE YOUR RESPONSE

The Quick Call starts in Section 3. Insert your response to the questions asked or provide content as requested.

By signing this response, your firm is making a legal, binding offer for a contract to provide services to the State of Minnesota.

STEP 3 –SIGN & SUBMIT YOUR RESPONSE

Where to Send Your Response

Submit your response to:

SWIFT Supplier Portal

Your response should include:

· Technical Proposal – fill out Section 3

· Cost Proposal – fill out Section 4

· Responder Certifications – fill out Section 5 and sign

SECTION 2 – QUICK CALL PROJECT INFORMATION

Description of Project This project will provide the Minnesota Department of Natural Resources (MN DNR) Parks & Trails (PAT) Division with a rare plant survey along a segment of a proposed re-route of the Arrowhead State Trail, managed by the Tower Area. The area to be surveyed is along a 6.2-mile corridor, with survey needed 50 feet from trail centerline on both sides. This location is being surveyed to determine whether any rare species exist prior to re-routing the Arrowhead State Trail along this portion and upgrading the trail surface for all-season (ATV) use. This segment includes a mixture of constructed trail/road areas, clear cut forests, clear cut re-growth and mixed deciduous/coniferous forest. Survey is only needed on State lands within/along the corridor. See attached map.

Supporting Documentation included with RFP:

1) Shapefiles for project

2) Preliminary Wetland Boundaries

Tasks- the awarded responder will perform the following.

Rare Plant Survey A. Perform the following pre-field duties related to conducting a rare plant survey:

· Review the current list of Minnesota’s Endangered, Threatened, and Special Concern Species on the MN DNR website here: https://www.dnr.state.mn.us/ets/index.html. If needed, the contractor will be provided with the Natural Heritage Information System (NHIS), rare features information to review potential species in the project location.

· Prepare and submit a survey proposal to the project requestor that includes: Qualifications of the surveyor, their experience working with rare species, survey dates, and methodology. https://files.dnr.state.mn.us/eco/nhnrp/rare-species-survey-proposals-and-reports.pdf

· Maps and GIS shapefiles of the locations to be surveyed will be provided by the project requestor.

· Obtain or provide proof of permit to collect voucher specimens of state-listed threatened or endangered species: https://files.dnr.state.mn.us/natural_resources/ets/endangered-species-permit-scientific.pdf Permit for the Use of Endangered or Threatened Species in a Scientific Study.

B. Perform a complete and independent rare plant survey of the estimated 6.2-mile linear project area, looking for endangered, threatened, and special concern species. Follow guidance on Documenting and Collecting Rare Plants. https://files.dnr.state.mn.us/eco/nhnrp/rare-species-survey-process.pdf This includes:

· Recording data, submitting findings, and collecting any necessary samples as described by the NHIS website here: https://www.dnr.state.mn.us/nhnrp/nhis.html.

· Provide spatial GIS data to the project requestor. All spatial data must be collected using sub-meter accurate GPS equipment. Notify Regional Resource Supervisor, Cathy Handrick of any identified listed species within 3 days of survey.

C. Create a final summary report of any endangered, threatened, or special concern species found, new county records or unusual species observed, and photos used to document the survey effort. The report must include:

· A copy of the approved survey proposal

· A table with the following fields: unique record number, species name, species state and federal status, number of individuals, and type of documentation (eg., photograph or specimen)

· Photographic vouchers, if any, and a statement why a specimen was not collected

· Electronic data (GIS shapefile and spreadsheet) of state and federally listed species locations Completion dates for Rare Plant Survey: Task A and B due by September 11th, 2026 Task C due November 20th, 2026 (any NHIS submissions can be completed after everything is provided to requestor – NHIS submissions due 12/31/26) Responders are encouraged to propose additional tasks or activities if they improve the results of the project. These items should be separated from the required items on the Cost Proposal.

Desired Qualifications and Skills Provide the responder’s full company name and address, indicate a main contact person with title and phone number. The responder will submit the items below in the Vendor Response on how they meet the minimum and preferred qualifications stated below.

1. University or college degree in botany or related natural resource field

2. Demonstrated ability to complete rare species surveys resulting technical reports

3. Minimum of 3 years of previous experience with endangered, threatened, and special concern species in northern Minnesota

4. Knowledge of and experience with Northeastern Minnesota endangered, threatened, and special concern species.

Response Evaluation Responses will be evaluated in accordance with the following:

The State reserves the right, based on the scores of the proposals, to create a short-listing of responders who have received the highest scores to interview or conduct demonstrations/presentations. The State reserves the right to seek best and final offers from one or more responders.

SECTION 3 – VENDOR RESPONSE

INSTRUCTIONS: Fill in the information requested below and submit this section as your Technical Proposal.

1. Vendor Contact Information Company’s Full Legal Name:

Business Address:

Contact Person’s Name:

Telephone Number:

Email Address:

Qualifications Describe the company background. Detail the experience and qualifications of all personnel proposed to work on the project. Detail how you meet the Desired Qualifications and Skills listed above.

Responder will submit proof of:

· University or College degree

· Examples that demonstrate the ability to complete rare species surveys and resulting technical reports

· 3 years’ experience with endangered, threatened, and special concern species

· Demonstrated experience with Northern Minnesota rare plants.

Approach to Project Describe your overall approach to the work. How will you accomplish the sample tasks and goals of the project? Who will do the work? What are the timelines and final deliverables?

Alterations or Additions to the State’s Contract Terms & Conditions Check the appropriate box below.

I have read and am aware of the State’s contract terms and conditions in the sample contract at https://osp.admin.mn.gov/sites/osp/files/2023-07/ptsamplecontractandexhibits_0.pdf.

SECTION 4 – COST PROPOSAL

INSTRUCTIONS: Fill in the information requested below and submit this section as your Cost Proposal.

Responder must submit a cost proposal that details a list of all deliverables and a corresponding cost for the performance of each deliverable. Detail the number of hours estimated to complete each deliverable and all hourly rates utilized and calculate the total of each deliverable. The hourly rates must include all costs, including but not limited to: travel, direct and indirect costs, fees, commissions, compensation, equipment, supplies and other charges.

• Pre-field duties listed above

• Completed survey to the species level and GIS shapefile

• Final Map and spreadsheet

• Final Report and submit records to NHIS

TOTALS

SECTION 5 – RESPONDER CERTIFICATIONS

INSTRUCTIONS: Responder must check each box to certify to the conditions required under this Quick Call. Please note that some certifications may require the submission of additional information. Sign below to finalize response. Submit this section with your Technical and Cost Proposals.

1. Required

1. If Applicable

By signing here, I warrant that the information provided in this proposal is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from contract award and may subject me/my company to suspension or debarment proceedings, as well as other remedies available to the State, by law.

Signature Title Date

Attachment A - Quick Call Terms & Conditions

If you take exception to any of the following, state those exceptions in your proposal. Certain exceptions may result in your proposal being disqualified from further review and evaluation. Only those exceptions indicated in your response to the Quick Call will be available for discussion or negotiation.

1. Unenforceable terms.

(a) A contract entered into by the state shall not contain a term that:

(b) If a contract is entered into that contains a term prohibited in paragraph (a), that term shall be void and the contract is enforceable as if it did not contain that term.

1. Disposition of Responses All materials submitted in response to this Quick Call will become public record after the evaluation process is completed. The State will not consider the prices submitted by the responder to be proprietary or trade secret materials.

Noncollusion Affirmation To affirm noncollusion in this proposal process, Responders must certify to the following:

1. That I am the Responder (if the Responder is an individual), a partner in the company (if the Responder is a partnership), or an officer or employee of the responding corporation having authority to sign on its behalf (if the Responder is a corporation).

2. That the attached proposal submitted in response to the Quick Call has been arrived at by the Responder independently and has been submitted without collusion with and without any agreement, understanding or planned common course of action with, any other Responder of materials, supplies, equipment, or services described in the Quick Call, designed to limit fair and open competition.

3. That the contents of the proposal have not been communicated by the Responder or its employees or agents to any person not an employee or agent of the Responder and will not be communicated to any such persons prior to the official opening of the proposals.

4. That I am fully informed regarding the accuracy of the statements made in the proposal.

Conflicts of Interest Responder must provide a list of all entities with which it has relationships that create, or appear to create, a conflict of interest with the work that is contemplated in this Quick Call. The list should indicate the name of the entity, the relationship, and a discussion of the conflict.

Sample Contract Responders should be aware of the State’s standard contract terms and conditions when preparing their proposal. Responders may view a sample of the Professional/Technical contract attached below. Much of the language reflected in the contract template is required by statute. However, if a responder does take exception to any of the terms, conditions or language in the contract template, they must indicate those exceptions in their proposal. Responders should note that certain exceptions may result in your proposal being disqualified from further review and evaluation. Only those exceptions indicated in the proposal will be available for discussion or negotiation.

Organizational Conflicts of Interest The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons, a vendor is unable or potentially unable to render impartial assistance or advice to the State, or the vendor’s objectivity in performing the contract work is or might be otherwise impaired, or the vendor has an unfair competitive advantage. The responder agrees that, if after award, an organizational conflict of interest is discovered, an immediate and full disclosure in writing must be made to the Director of the Department of Administration’s Office of State Procurement which must include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organization conflict of interest is determined to exist, the State may, at its discretion, cancel the contract. In the event the responder was aware of an organizational conflict of interest prior to the award of the contract and did not disclose the conflict to the contracting officer, the State may terminate the contract for default. The provisions of this clause must be included in all subcontracts for work to be performed similar to the service provided by the prime contractor, and the terms “contract,” “contractor,” and “contracting officer” modified appropriately to preserve the State’s rights.

Preference to Targeted Group and Economically Disadvantaged Business and Individuals In accordance with Minnesota Rules, part 1230.1810, subpart B and Minnesota Rules, part 1230.1830, certified Targeted Group Businesses and individuals submitting proposals as prime contractors will receive a twelve percent preference in the evaluation of their proposal, and certified Economically Disadvantaged Businesses and individuals submitting proposals as prime contractors will receive a twelve percent preference in the evaluation of their proposal. Eligible TG businesses must be currently certified by the Office of State Procurement prior to the solicitation opening date and time. For information regarding certification, contact the Office of State Procurement Helpline at 651.296.2600, or you may reach the Helpline by email at osphelp.line@state.mn.us. For TTY/TDD communications, contact the Helpline through the Minnesota Relay Services at 1.800.627.3529.

Veteran-Owned Preference In accordance with Minn. Stat. § 16C.16, subd. 6a, (a) Except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a twelve percent preference on state procurement to certified small businesses that are majority-owned and operated by veterans.

In accordance with Minn. Stat. § 16C.19 (d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the US Small Business Administration as being either a veteran-owned small business or a service-disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 13, part 128.

To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time.

If you are claiming the veteran-owned preference, check the correlating box on the Responder Certifications page of the Quick Call. Only eligible veteran-owned small businesses that meet the statutory requirements and indicate this on their Quick Call response will be given the preference.

Resident Vendor In accordance with Laws of Minnesota 2013, Chapter 142, Article 3, Section 16, amending Minn. Stat. § 16C.02, subd. 13, a “Resident Vendor” means a person, firm, or corporation that:

1. is authorized to conduct business in the state of Minnesota on the date a solicitation for a contract is first advertised or announced. It includes a foreign corporation duly authorized to engage in business in Minnesota;

1. has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought;

1. has a business address in the state; and

1. has affirmatively claimed that status in the bid or proposal submission.

To receive recognition as a Minnesota Resident Vendor (“Resident Vendor”), your company must meet each element of the statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status, you should do so by checking the correlating box on the Responder Certifications page of the Quick Call.

Resident Vendor status may be considered for purposes of resolving tied low bids or the application of a reciprocal preference.

Foreign Outsourcing of Work Prohibited All services under this contract shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision also applies to work performed by subcontractors at all tiers.

Insurance Requirements A. Contractor shall not commence work under the contract until they have obtained all the insurance described below and the State of Minnesota has approved such insurance. Contractor shall maintain such insurance in force and effect throughout the term of the contract.

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

1. Workers’ Compensation Insurance: 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 of Minnesota, 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 Minnesota Statute 176.041 exempts Contractor from Workers’ Compensation insurance or if the 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.

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 of Minnesota with a certificate of insurance.

1. 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:

$2,000,000 – per occurrence $2,000,000 – annual aggregate $2,000,000 – annual aggregate – 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

· Other; if applicable, please list__________________________________

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

1. 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:

$2,000,000 – 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

C. Additional Insurance Conditions:

· Contractor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to the State of Minnesota 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 of Minnesota 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 of Minnesota;

· 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 liability policy limits, with the exception of B.4 above;

· Contractor shall obtain insurance policy(ies) from insurance company(ies) having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota; and

· 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.

1. The State reserves the right to immediately terminate the 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.

E. The successful responder is required to submit Certificates of Insurance acceptable to the State of MN as evidence of insurance coverage requirements prior to commencing work under the contract.

Attachment B – P/T Sample Contract and Exhibits

Professional and Technical Services Contract

SWIFT Contract Number:

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“State”) and Contractor Inc. whose designated business address is XXXXXXX (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. State issued a Request for Proposal (“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 and negotiation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract

1. Term of Contract Effective date. XXXX, 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. XXXX, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The contract may be extended for up to an additional increments as determined by the State, through a duly executed amendment.

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

The Contractor, who is not a State employee, shall: XXX 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.

Consideration and Payment

Consideration. The State will pay for performance by the Contractor under this Contract as follows:

Compensation. The Contractor will be paid: XXX .

Total obligation. The total obligation of the State for all compensation and reimbursements to the Contractor under this Contract will not exceed $ XXX Payment.

Invoices. The State will promptly pay the Contractor after the Contractor presents an itemized invoice for the goods received or services actually performed, and the State's Authorized Representative accepts the invoiced goods or services. Invoices must be submitted timely and according to the following schedule: XXX Retainage. Under Minn. Stat. § 16C.08, subd. 2 (10), no more than 90 percent of the amount due under this Contract may be paid until the final product of this Contract has been reviewed by the State. The balance due will be paid when the State determines that the Contractor has satisfactorily fulfilled all the terms of this Contract.

Conditions of payment. All services delivered 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 The State's Authorized Representative is XXX or his/her successor or delegate, and has the responsibility to monitor the Contractor’s performance.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is XXX at the following business address and telephone number: XXXX, or his/her 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 Terms Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price and Payment Schedule Exhibit E: [optional, if needed]

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

Signature:

Title: Date:

SWIFT Contract No.

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

Print Name:

Signature:

Title: Date:

3.

State Agency With delegated authority Print Name:

Signature:

Title: Date:

4. Commissioner of Administration As delegated to The Office of State Procurement Print Name:

Signature:

Title: Date:

Admin ID:

Exhibit A: Contract Terms

1. 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. The invoice must be in the same format as the sample invoice form approved as Exhibit D, Supplement 1 with the Contract, unless an alternative format is approved in writing by the State Authorized Representative, or delegate. See Exhibit D, Supplement 1 for 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. The State may terminate this Contract, with cause, upon 30 days’ written notice to Contractor of the alleged breach and opportunity to cure. If after 30 days, the alleged breach has not been remedied, the State may immediately terminate the 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.

Foreign Outsourcing of Work Prohibited.

All services under this contract shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision also applies to work performed by all subcontractors.

Subcontracting and Subcontract Payment.

Subcontracting Allowed. A subcontractor is a person or company that has been awarded a portion of the Contract by Contractor. Only subcontractors that have been approved by the State's Authorized Representative can be used for this Contract.

After the effective date of the Contract, the Contractor shall not, without prior written approval of the State's Authorized Representative, subcontract for the performance of any of the Contractor’s obligations that were not already approved for subcontracting when the Contract was awarded. During this Contract, if an approved subcontractor is determined to be performing unsatisfactorily by the State's Authorized Representative, the Contractor will receive written notification that the subcontractor can no longer be used for this Contract.

Contractor will require that the provisions of this Contract apply with equal force and effect to all approved subcontractors engaged by the Contractor. Notwithstanding approval by the State, no subcontract shall serve to terminate or in any way affect the primary legal responsibility of the Contractor for timely and satisfactory performances of the obligations contemplated by the Contract.

Subcontractor Payment. Contractor must pay any subcontractor in accordance with Minn. Stat. § 16A.1245.

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.

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.

Diverse Spend Reporting.

If the total value of the Contract may exceed $500,000, including all extension options, Contractor must track and report, on a quarterly basis, the amount paid to 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).