quickcall_for_teacher_stipends_Final.docx

State of Minnesota Department of Natural Resources

QUICK CALL FOR PROPOSALS

Swift Event ID# 2000018481 Processing Teacher Sub Stipends Date Posted: July 16, 2026

· Responses must be received not later than 2:00 PM, Central Time, July 31, 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:

Monica Hanson, Contract Officer Department of Natural Resources monica.hanson@state.mn.us Questions should be emailed to the contact by July 22, 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

All responses to this solicitation (termed an “Event” within SWIFT) must be submitted through SWIFT using the Supplier portal (https://mn.gov/supplier). Training and documentation on how to submit your response is available through the Supplier portal link above. Fax, e-mail, and printed responses will not be accepted or considered. All costs incurred in responding to this solicitation will be borne by the responder.

Late responses will not be considered. Responses received after End Date above will not be considered, even if errors or delays were caused by issues outside of responders’ control. If you need assistance, please contact the SWIFT Vendor Assistance Helpline at 651-201-8100, Option 1, and then Option 1.

By submitting a response, your company is making a binding legal offer for the period of time set forth below in Section 6, Conditions of Offer.

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 The Department of Natural Resources (DNR), Division of Forestry, requests proposals for qualified firms or individuals who have accounting, timekeeping and fund management skills to administer, process, and disburse stipend payments to participating school districts to cover the cost of a substitute teacher so that the primary teacher can attend DNR forestry education events, such as School Forest summits and conferences.

The Responder must have at least $13,500.00 in disposable cash to pay the school district. After payment is made to the school district, the Responder will invoice the DNR for the amount they paid to the schools, and the fee the Responder is applying. The Responder’s income is the fee they charge but will need to have cash on hand to pay the school district first.

The DNR will reimburse the Responder for all stipends paid.

DNR School Forest Program staff will provide the Responder with the following information:

1. Names of school staff and school districts that are eligible for stipends based on attendance at DNR forestry education events.

2. Guidance on the amount of expenses (stipends) appropriately to be reimbursed directly to the school district or school staff within 30 days after each event.

Tasks

1. Responder will receive information from the DNR School Forest Program staff, 1 and 2 listed above.

2. Responder will pay stipends to school district or school staff as identified by the School Forest Program within 30 days after receiving notification from the DNR School Forest Program. Responder will handle the processing of all reimbursements.

3. Responder will Invoice the DNR after all teacher invoices have been paid for a Division of Forestry or partner event, training, or conference. An estimated two or three forestry education events are expected per year. The initial contract will be one year, with the option to extend an additional four years. The Responder will invoice the DNR School Forest Program no more than once a month. The invoice should itemize:

a. Amount of each payment processed to each school district.

b. Fee charged to the DNR School Forest Program for each payment processed.

Deliverables

3. Payment processing completed within 30 days after receiving notification from the DNR School Forest Program.

4. Monthly reconciliation reports.

5. Year-end summary report.

6. Secure, auditable recordkeeping accessible to the agency upon request.

7. Communication protocols for error resolution or district inquiries.

Responders are encouraged to propose additional tasks or activities if they feel they will improve the results of the project. These items should be separated from the required items on the Cost Proposal.

Desired Qualifications and Skills The Responder should demonstrate it has:

· At least five years of experience in accounting, timekeeping, and funds management skills.

· Provide documentation of financial handling processes, including at least a two-person verification process when writing checks. Provide auditor’s reports if available.

· At least $13,500 available to provide substitute teacher stipends.

· Provide one to five years of organization budgets and balances, including current year.

· Comparable work of a similar capacity.

· Provide documentation of previous work that describes the scope and scale of comparable work.

Organizational Qualifications

· Demonstrated experience managing financial transactions for public-sector or educational entities.

· Proven history of administering stipend, grant, or reimbursement programs.

· Capacity to handle high-volume, time-sensitive payment processing.

Staff Qualifications

· Key personnel with experience in financial administration, accounting, or public-sector program management.

· Staff trained in government compliance requirements, especially Minnesota state financial policies and data practices.

· Clear roles and responsibilities showing qualified staff assigned to payment processing, reporting, and customer support.

· Ability to use secure financial management systems, online portals, or automated workflows.

· Strong recordkeeping and data management practices.

· Skills in generating reconcilable reports, payment logs, and audit documentation.

· Data security and privacy expertise, including secure file transfer and protection of sensitive school district information.

Responder should provide an outline of background and experience with examples of similar work done by the Responder and a list of personnel who will conduct the project, detailing their training, and work experience. Resumes or other information about project personnel should not, if possible, contain personal telephone numbers, home addresses, or home email addresses. If it is necessary to include personal contact information, please clearly indicate in the response that personal contact information is being provided.

Compliance and Risk Management Skills

· Established internal procedures for preventing errors, detecting inconsistencies, and resolving payment issues.

· Documented internal controls to ensure accurate, compliant disbursement.

Communication and Customer Support Skills

· Ability to communicate clearly with school district finance staff and agency personnel.

· Demonstrated responsiveness in handling inquiries, providing status updates, and resolving discrepancies.

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 and Skills Describe the company background. Detail the experience and qualifications of all personnel proposed to work on the project.

Description of experience handling educational or government financial processes.

Detail how you meet the Desired Qualifications and Skills listed above.

Responder should provide an outline of background and experience with examples of similar work done by the Responder and a list of personnel who will conduct the project, detailing their training, and work experience. Resumes or other information about project personnel should not, if possible, contain personal telephone numbers, home addresses, or home email addresses. If it is necessary to include personal contact information, please clearly indicate in the response that personal contact information is being provided.

Approach to Project Describe your overall approach to the work. How will you accomplish the 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 the maximum hourly rates of all proposed personnel anticipated to engage in the performance of this project. 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.

Processing Fee per Stipend: __________________________

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 on the Materials Management website at https://osp.admin.mn.gov/sites/osp/files/2023-07/ptsamplecontractandexhibits_0.pdf. 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 Responder 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 Responder, and the terms “contract,” “Responder,” 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 Responders will receive a twelve percent preference in the evaluation of their proposal and certified Economically Disadvantaged Businesses and individuals submitting proposals as prime Responders 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 subResponders at all tiers.

Insurance Requirements A. Responder 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. Responder shall maintain such insurance in force and effect throughout the term of the contract.

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

1. Workers’ Compensation Insurance: Except as provided below, Responder must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, Responder will require the subResponder 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 Responder from Workers’ Compensation insurance or if the Responder has no employees in the State of Minnesota, Responder must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Responder from the Minnesota Workers’ Compensation requirements.

If during the course of the contract the Responder becomes eligible for Workers’ Compensation, the Responder 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: Responder 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 Responder or by a subResponder or by anyone directly or indirectly employed by the Responder 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: Responder 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 Responder will require the subResponder 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

1. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability Insurance This policy will provide coverage for all claims the Responder may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Responder’s professional services required under the contract.

Responder is required to carry the following minimum limits:

$2,000,000 – per claim or event $2,000,000 – annual aggregate

Any deductible will be the sole responsibility of the Responder and may not exceed $50,000 without the written approval of the State. If the Responder desires authority from the State to have a deductible in a higher amount, the Responder shall 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 Responder 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 Responder 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 Responder to fulfill this requirement.

C. Additional Insurance Conditions:

· Responder’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 Responder’s performance under this contract;

· If Responder receives a cancellation notice from an insurance carrier affording coverage herein, Responder agrees to notify the State of Minnesota within five (5) business days with a copy of the cancellation notice, unless Responder’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;

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

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

· Responder’s policy(ies) shall include legal defense fees in addition to its liability policy limits, with the exception of B.4 above;

· Responder 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 Responder’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 Responder is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Responder. 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 Responder Inc. whose designated business address is XXXXXXX (“Responder”). State and Responder may be referred to jointly as “Parties.”

Recitals

1. State issued a Request for Proposal (“Solicitation”);

2. Responder 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 Responder must not begin work under this Contract until this Contract is fully executed and the Responder 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.

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

The Responder, 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.

Responder 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 Responder’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of the State.

Responder 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 Responder to its terms.

Time The Responder 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 Responder under this Contract as follows:

Compensation. The Responder will be paid: XXX .

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

Invoices. The State will promptly pay the Responder after the Responder 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 Responder has satisfactorily fulfilled all the terms of this Contract.

Conditions of payment. All services delivered by the Responder 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 Responder 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 Responder’s performance.

Responder’s Authorized Representative. The Responder's Authorized Representative is XXX at the following business address and telephone number: XXXX, or his/her successor. If the Responder’s Authorized Representative changes at any time during this Contract, the Responder 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. Responder The Responder certifies that the appropriate person has executed the Contract on behalf of the Responder 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 Responder 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 Responder 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 Responder 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 Responder. 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 Responder. Upon termination for convenience, the Responder 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 Responder 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 Responder. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Responder 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 Responder 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 Responder, Responder’s reseller, any third party that has a business relationship with the Responder, or Responder’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 subResponders.

Subcontracting and Subcontract Payment.

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

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

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

SubResponder Payment. Responder must pay any subResponder in accordance with Minn. Stat. § 16A.1245.

Data Disclosure.

Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the Responder 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 Responder to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

Government Data Practices.

The Responder 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 Responder 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 Responder or the State.

If the Responder receives a request to release the data referred to in this clause, the Responder must immediately notify and consult with the State’s Authorized Representative as to how the Responder should respond to the request. The Responder’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 Responder, its employees, agents, or subResponders, 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 Responder, its employees, agents, and subResponders, 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 Responder 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 Responder assigns all right, title, and interest it may have in the Works and the Documents to the State. The Responder 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 Responder grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Responder’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 Responder, including its employees and subResponders, in the performance of this Contract, the Responder 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 Responder 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 Responder nor its employees, agents, or subResponders retain any interest in and to the Works and Documents. The Responder 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 Responder will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Responder’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.