SAMPLE_Contract_18540.pdf

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State of Minnesota Contract

SWIFT Contract No.: 2

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

Recitals

1. State issued a solicitation identified as SWIFT Event No. 200018540 To Purchase Seven (7) New Wick W2-H

STAGE HP PUMP END COMPLETE WITH SEALED BEARING PART # 79W2516S AND SEVEN (7) NEW PUMP MOUNTING CLAMPS PART # 79W212. SHIPPING MUST BE INCLUDED IN THE COST OF THE ITEM TO THE

LOCATION LISTED BELOW IN CONTRACT.

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

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

Accordingly, the Parties agree as follows:

Contract

Term of Contract

Effective date. August 6, 2026 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. August 5, 2027 or until all obligations have been satisfactorily fulfilled, whichever occurs first.

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

Representations and Warranties

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

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

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

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

Compensation and Conditions of Payment

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

Conditions of Payment. All duties performed by the Contractor under this Contract must be performed to the State’s satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State.

The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

Authorized Representative

State’s Authorized Representative. The State's Authorized Representative is Kyle Ballantyne, State Program Administrator, Senior (SPA Senior), 500 Lafayette Road, Saint Paul, MN 55155, or his successor or delegate, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services delivered or goods received under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is [name, title] at the following business address and telephone number: [insert business address and telephone number], or 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

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

3. State Agency With delegated authority

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

SWIFT Contract No.:

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

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

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

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Exhibit A: Contract Terms

Prompt Payment and Invoicing.

Prompt Payment. The State will pay the Contractor pursuant to Minn. Stat. § 16A.124, which requires payment within 30 days following receipt of an undisputed invoice, or merchandise or service, whichever is later.

Terms requesting payment in less than 30 days will be changed to read “Net 30 days.” Notwithstanding the foregoing, the State may pay the Contractor in advance for purchases as allowed pursuant to Minn. Stat. §16A.065.

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

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

Assignment, Amendments, Waiver, and Contract Complete.

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

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

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

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

Termination.

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

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

Termination for Insufficient Funding. The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services addressed within this Contract. Termination must be by written notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, Rev. 9/2020 Page 5 of 18 for services satisfactorily performed to the extent that dedicated funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding. This notice will be provided within a reasonable time of the State’s receiving notice.

Force Majeure.

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

Indemnification.

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

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

• Actions that give rise to strict liability; or

• Breach of contract or warranty.

The Indemnifying Party is defined to include the Contractor, Contractor’s reseller, any third party that has a business relationship with the Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law.

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

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

Governing Law, Jurisdiction, and Venue.

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

Contract Use by State Agencies.

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

Warranty.

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

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

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

Original Equipment Manufacturer (OEM Warranty).

The equipment offered must include the OEM standard warranty. The Contractor is responsible for the cost of any inspections, adjustments, warranted parts, and labor charges to repair or replace warranted parts that are a result of equipment failure(s) during the warranty period. This shall be performed promptly unless otherwise mutually agreed in writing by the Customer and the Contractor. This warranty shall commence when the unit is put into service.

OEM Extended Warranty Options. If the Contractor provides an OEM Extended Warranty Option, the Contractor must provide a copy of the applicable terms and conditions, including a detail of coverage, to the State upon request. The cost of an OEM Extended Warranty must include all associated costs.

Contractor (Add-On) Warranty Options. The Contractor may provide additional warranty options, which include, but are not limited to travel pickup, or delivery charges that are a result of equipment failure(s) prior to or during the warranty period or extended warranty period. This warranty option shall commence when the unit is put into service and is in addition to OEM warranty options stated above.

Delivery.

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

Contractor must confirm delivery locations and requirements with the ordering entity. Prior to delivery, the Contractor is responsible for confirming in writing with the ordering entity that the delivery location will accommodate unloading the equipment. Contractor must notify the receiving entity at least 72 hours before delivery to allow for inspection and compliance. No delivery can be made on a State Holiday (as defined in Minn. Stat. § 645.44, subd. 5), on Saturday or Sunday, or after 4:00 p.m. Central Time on weekdays, without prior written approval by the receiving entity.

Risk of Loss.

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

Purchase Orders and Purchasing Cards.

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

Equipment Specifications.

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

Items Offered as New.

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

Product Changes During the Contract.

All equipment offered should be available during the initial term of the contract. The Contractor must notify the State’s Authorized Representative immediately if the manufacturer discontinues or replaces a contracted model number. A

Rev. 9/2020 Page 7 of 18 replacement model number must meet the contract specifications. The State is under no obligation to accept a replacement model. Any change to a contracted model number must be confirmed in writing by the State through a written amendment. The State reserves the right to request documentation for any requested change under this section to evaluate how the specifications of the replacement product deviates from the specifications of the replaced product.

Product Returns.

Non-Defective Conforming Product. The Customer may return an unopened, non-defective product conforming to the specifications of an order within 60 calendar days of the invoice date with no additional fees. If the non-defective conforming product is returned within 60 calendar days of the invoice date after it has been opened, the Contractor may charge the Customer a restocking fee of up to 10% of the cost of the product. Return shipping costs to return a non-defective conforming product to the Contractor is the responsibility of the Customer.

Defective or Non-conforming Product. The Customer may return any product determined by the Customer as defective or not conforming to the specifications, order, or contract, within 60 calendar days of receipt with no restocking or return shipping fee.

The Contractor should provide the Customer with a Return Merchandise Authorization number (RMA) and must arrange for a “call tag” to be issued via a “carrier” to order pick up of the defective or non-conforming product from the Customer. The “carrier” must pick up the defective or non-conforming product at the address to which the product was shipped.

Replacement of Defective or Non-conforming Product. The Customer may request the Contractor provide a replacement product or cancel the order. If the Customer choses to have the defective or non-conforming product replaced, the Contractor must replace a defective or non-conforming product at no cost to the Customer.

Return of Defective or Non-conforming Product (without replacement). The Customer’s account must be credited within fourteen (14) calendar days of arrival of the returned product at the Contractor’s location.

The amount to be credited must be the equal of the price of the product plus all freight, shipping, handling, or ancillary charges associated with shipment of the product from and return to the shipping location. If, after inspection, the Contractor determines that the product is not defective or non-conforming, the Contractor may bill the Customer for the return shipping charges.

Subcontracting.

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

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 Contract Administrator can be used for this Contract.

After the effective date of the Contract, the Contractor shall not, without prior written approval of the Contract Administrator, 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 Contract Administrator, the Contractor will receive written notification that the subcontractor can no longer be used for this Contract.

The provisions of the Contract shall 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.

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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.

Assignment of Antitrust Rights.

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

Contractor’s Documents.

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

State Audits.

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

Publicity and Endorsement.

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

Rev. 9/2020 Page 9 of 18 individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

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

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

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

Compliance with Federal Requirements. Federal money will be used or may potentially be used to pay for all or part of the goods, construction or services under the Contract. The Contractor is responsible for compliance with all federal requirements imposed on the funds and accepts full financial responsibility for any requirements imposed by the Contractor’s failure to comply with federal requirements.

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

Contingency Fees Prohibited.

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

Hazardous Substances.

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

These terms apply to goods supplied under this contract:

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

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

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

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

Uniforms.

Contractors and their subcontractors shall be properly uniformed prior to entering any facility. The Contractor’s or their subcontractor’s company name must be identifiable on the uniform.

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Survival of Terms.

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

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Exhibit B: Insurance Requirements

This Contract does not have any insurance requirements

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Exhibit C: Specifications, Duties, and Scope of Work

1. GENERAL SPECIFICATION NOTES

1.1 Responders are required to comply with all specifications for this request

1.2 Vendors must be an authorized dealer or reseller(s) for the product requested.

2. EQUIPMENT WARRANTY, RECALLS, AND SERVICE UPDATES

2.1 The Contract Vendor shall be responsible for the cost of any inspections, adjustments, parts, labor, travel, pickup and/or delivery charges that are a result of equipment failure(s) prior to or during the warranty period.

2.2 The contract vendor shall be the single contact through which Customers arrange warranty work.

2.3 All warranty work must be done with the state of Minnesota unless mutually agreed by the Customer and the

Contract Vendor.

2.4 The warranty work shall be performed as soon as possible within a reasonable amount of time.

2.5 This warranty shall commence when the unit has been fully inspected upon delivery at the DNR and payment is approved.

DELIVERY LOCATION AND REQUESTED DATE: MN DNR 1201 E HWY 2 Grand Rapids MN 55744, September 30, 2026 delivery if applicable, Optional delivery date will not be a factor in the award. Bid must also include Tariffs and Freight charges to location listed above in Bid Cost.

4. Specifications for New WICK W2-H 2 STAGE HP PUMP END-COMPLETE SEALED BEARING PART # 79W2516S or DNR

Approved equal (This is line number 1 in SWIFT )

5. Specifications for New WICK PUMP MOUNTING CLAMP PART # 79W212 or DNR Approved equal (This is line number 2 in SWIFT )

Exhibit D: Pricing

Contract Pricing. [Instruction: add, delete, or modify sections as required by solicitation or industry.]

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

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Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract. Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract.

[Optional. Instruction: Use when pricing is captured through each SWIFT line included in the solicitation. Transfer the pricing as displayed in the example below.]

SWIFT Line Description Unit Price

1 AND 2 WICKS W2-H 2 STAGE HP PUMP END COMPLETE SEALED BEARING AND MOUNTING

CLAMP TOTAL 11000.00

Discount-off List Pricing. Prices offered for equipment are a percent (%) discount from the Manufacturer’s (Original Equipment Manufacturer – OEM) List Price or Dealer’s List Price. The discount offered must remain firm, and may be increased, during the life of the Contract. After the initial term of the Contract, the manufacturer’s or dealer’s price list may be updated upon mutual agreement by the State and the Contractor through a fully executed amendment.

Product Vendor Cost from

Supplier Discount-off List Offered

Computation State

Contract Price

XYZ Tablet $300.00 3.5% $300.00 – (300 x 0.035) =

$289.50 $289.50

Cost-Plus Pricing. Cost is defined as the actual cost the Contractor pays the supplier for goods or services the State orders, minus any applicable taxes. Only costs specifically detailed in the billing statement, quote, or invoice from the supplier will be subject to the cost-plus percentage detailed on Contract. If a quote is issued, the invoice price cannot exceed the quoted price.

The product purchase price from the supplier must be verifiable with a quote, billing statement, or invoice upon request from the State or Ordering Entity.

The cost-plus pricing must be computed in the same manner as shown in the example below:

Product Vendor Cost from

Supplier Cost Plus %

Offered Computation

State Contract Price

XYZ Tablet $300.00 3.5% $300.00 x 1.035 = $310.50 $310.50

Hourly Rate Pricing. This is the rate(s) detailed in the Contract for each service or category of service provided by Contractor. State will not pay for travel-related expenses, travel time, meals, lodging, or idle time.

Installation Services.

The Contractor must not charge a separate fee for an installation or mounting service. The price for equipment, attachments, or options includes all installation and mounting costs.

The Contractor must apply a charge as a separate line item for installation or mounting services if such service is requested in writing by the ordering entity. The price for equipment, attachments, or options does not include installation or mounting costs unless otherwise indicated in the Contract or Price Schedule.

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Prompt Payment Terms.

Invoice Requirements.

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

• Customer name

• State Contract number field

• Item/service description

• Item quantity or service hours

• List price [Cost]

• Contract discount [Contract percentage markup]

• Price after discount [Price after cost plus markup]

[Modify or delete the following pricing clauses for construction solicitations as needed to fit the scope of the solicitation.

Discuss with your supervisor if you need to specify the difference between consumable supplies and unique materials for cost-plus.]

Contract Pricing. [Pricing for use with Construction]

[Option 1 – Pricing for use when awarding a one-time construction project as lump sum bid] Contract prices must take into consideration all inherent costs of providing the requested goods or services. The Contractor agrees to pay any and all fees, including, but not limited to: government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments, licenses, and registrations. The State will not pay any additional charges beyond the price(s) listed in the Contract, unless otherwise provided for by law or expressly allowed by the terms of the Contract.

The Contractor is to include in the response price all applicable State or Federal sales, excise or use tax on all materials, supplies, and equipment that are to be utilized on this project.

The total cost for all labor, materials, equipment, and transportation necessary for [insert name of project]: $[insert the responders total bid price]

[Option 2 – Pricing for use with longer term construction contracts that include multiple price items such as labor, materials, mobilization, or mileage.] Contract prices must take into consideration all inherent costs of providing the requested goods and/or services. The Contractor agrees to pay any and all fees, including: government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments, licenses and registrations. The State will not pay any additional charges beyond the price(s) listed in the contract, unless otherwise provided for by law or expressly allowed by the terms of this contract.

Labor. The Contractor’s hourly price shall include, but is not limited to, prevailing wage reporting requirements, equipment and tools normally associated with [ ], etc. The certified prevailing wage rates in effect at the time the solicitation is advertised apply for the duration of the contract.

Permits. Permits required by local authorities shall be secured and paid for by the Contractor. The Contractor will be reimbursed for the actual cost of such permits if the cost is itemized and evidence of the permit and its cost is attached to the invoice to the ordering entity.

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Materials. Materials purchased through this Contract must be for furnish and installation. Materials will be furnished on a cost-plus percentage markup basis. Cost is defined as the actual cost the Contractor pays the manufacturer/supplier for the goods/services, less any applicable taxes. Only costs specifically detailed in the billing statement, quote, and/or invoice from the supplier will be subject to the cost plus percentage mark-up detailed on Contract. Copies of the supplier’s invoice must be attached to the invoice to the ordering entity.

Contractor pays all freight and adds freight charges to quote/invoice as a separate line item. Freight must be quoted/invoiced as a direct pass through cost. No markup is allowed on freight. Freight charges invoiced may not exceed the quoted price. Upon request by the ordering entity, the Contractor must furnish third party freight quote and/or invoice.

Competitive Pricing. The State reserves the right to require Contractors to secure competitive bids for materials being furnished, or if there are multiple Contractors assigned to a county, the State reserves the right to obtain a written price quote from multiple Contractors. If the Contractor is required to secure competitive bids for materials, the State may request to review documentation to verify that competitive procurement practices have been used.

[Verify the tax requirements that are applicable to the solicitation scope of work, as tax requirements may vary depending on the tasks/trades used to perform the work.]

Taxes.

• Furnishing Product Only. DO NOT add sales tax to the prices being offered. Effective July 1, 1995, State

Agencies use a Direct Pay Authorization to pay the applicable sales and use tax directly to the Department of

Revenue under Minnesota Tax ID 4405717. Although it is not required by the Department of Revenue, State

Agencies will complete and submit the ST3 Form to the vendor upon request. See http://www.revenue.state.mn.us.

• Furnishing and Installing Product. The State’s Direct Pay permit will not apply for orders against a contract awarded through this solicitation. The Responder must include in their response prices any applicable State or Federal sales, excise, or use tax on all materials, supplies, and equipment that are to be utilized. If orders are issued by CPV members, the Contractor should confirm all of the tax requirements with the ordering entity.

[Tailor the following mileage/mobilization/travel terms to your specific solicitation. Your scope of work may require just one of these terms below or a combination. Review with your supervisor if you have questions on which term is appropriate for your solicitation.]

[Option 1]

Mileage. The State will pay mileage when travel to and from the job site exceeds 100 miles round trip per day (i.e. accumulated mileage). Each mile exceeding 100 accumulated miles per day may be charged the per mile rate.

The accumulated mileage will be determined using the Contractor's closest dispatch center/service location to the job site. The State reserves the right to use Google Maps™ to determine mileage. The State will not pay mileage, labor costs, or any overtime labor associated with travel to pick up materials.

The Responder will provide a mileage rate multiplier that will be used to calculate the Contractor’s total reimbursable mileage rate for this contract.

Formula used to calculate total reimbursable mileage rate:

(Current Mileage Rate) x (Mileage Rate Multiplier) = (Reimbursable Contract Mileage Rate) http://www.revenue.state.mn.us/

Rev. 9/2020 Page 16 of 18

Example: $[enter current mileage rate, see link below] x $[ ]= $[ ] is the reimbursable mileage rate

The current mileage rate can be found on the State of Minnesota Nonrepresented Employees Compensation Plan, posted on the Office of State Procurement (OSP) website: Nonrepresented Employees Compensation Plan / Minnesota Management and Budget (MMB).

State of Minnesota Nonrepresented Employees Compensation Plan mileage rate will be adjusted annually, but the mileage rate multiplier will not be allowed to increase over the life of the Contract. However, if the Contractor wishes to decrease the multiplier, the State will accept this by executing a Contract Amendment and the decrease must be offered to all users of the Contract.

[Option 2]

Mobilization. The mobilization rate provided on the Price Schedule includes costs to mobilize personnel and equipment to the project site including set-up and tear-down. The State will pay only one mobilization charge per project.

Any mobilization or mileage costs exceeding the quote amount agreed upon must be approved in writing by the ordering entity before being charged.

[Option 3]

Travel. Only expenses detailed on the Price Schedule or per the State of Minnesota Nonrepresented Employees Compensation Plan will be allowed under the Contract. Any agreed upon charges for travel mileage rates, lodging, and meal expenses are per the current State of Minnesota Nonrepresented Employees Compensation Plan, posted to the Office of State Procurement (OSP) website: Nonrepresented Employees Compensation Plan / Minnesota Management and Budget (MMB).

Per Diem costs for meals may be charged for a project but require prior written approval from the ordering entity.

Per Diem for meals must be estimated and included as part of the quote. The State is to be billed at the actual cost or the maximum reimbursement amount, whichever is less. The State may require receipts for any meal reimbursement requested by the Contractor under the provisions of the Contract.

The State will pay mileage to and from the work site from the Contractor’s closest dispatch center/service location.

The State reserves the right to use Google Maps™ to determine mileage. The State will not pay any mileage, labor costs, or any overtime associated with travel to pick up materials.

Alternative to mileage costs, the State will pay for lodging costs at hotel and motel accommodations that are reasonable and consistent with the lodging facilities available in the area of the project. A lodging cost may not be charged on the same day mileage costs are charged. The decision to apply a mileage cost or lodging cost on a particular day of the project must be made at the time of issuing a quote and agreed upon by the ordering entity.

Any mileage or lodging costs exceeding the quote amount agreed upon must be approved in writing by the ordering entity before being charged.

Definitions for Use when Providing Pricing. All times listed are Central Time.

A. Regular Time

• Monday through Friday: [ ] a.m. through [ ] p.m.

B. Non-Regular Time

• Monday through Thursday: [ ] p.m. through [ ] a.m.

https://mn.gov/mmb/employee-relations/labor-relations/labor/nonrepresented-employees-compensation-plan.jsp https://mn.gov/mmb/employee-relations/labor-relations/labor/nonrepresented-employees-compensation-plan.jsp https://mn.gov/mmb/employee-relations/labor-relations/labor/nonrepresented-employees-compensation-plan.jsp https://mn.gov/mmb/employee-relations/labor-relations/labor/nonrepresented-employees-compensation-plan.jsp

Rev. 9/2020 Page 17 of 18

• [ ] p.m. (Friday) through [ ] a.m. (Monday) and State Designated Holidays.

• The following days are defined as State Designated Holidays:

New Year’s Day Martin Luther King Jr. Day President’s Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Day Day after Thanksgiving Christmas Day

Rev. 9/2020 Page 18 of 18

Exhibit E

[Placeholder to attach any additional contract exhibits. Use Option 1 when attaching the actual document to the contract. Use Option 2 when incorporating a document through a hyperlink or reference, use this option if the document is too large or you are unable to attach the actual document.]

[Option 1] The following documents are attached and incorporated into the Contract:

[Option 2] The following documents are incorporated by reference into the Contract: