Sample_Contract__and__Exhibits_.pdf

State of Minnesota Contract

SWIFT Contract No.:

This Contract is between the State of Minnesota, acting through its Commissioner of the Department of Administration (“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. G0210-2000018578 on August 13, 2026 for Janitorial

Services for the Minnesota Department of Transportation (MnDOT) D1 Virginia Headquarters (“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

Term of Contract

Effective date. September 15, 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. December 31, 2026, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The contract may be extended for up to an additional 36 months, in increments as determined by the State, through a duly executed amendment.

Contract Use. This Contract is not exclusive and shall not be construed as guarantying a minimum or maximum amount of usage.

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

Representations and Warranties

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

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

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

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

Compensation and Conditions of Payment

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

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

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

Authorized Representative

The State's Authorized Representative is Erin Snaza, Acquisition Management Specialist, erin.snaza@state.mn and 651-201-3123, or her successor or delegate, and has the responsibility to monitor the Contractor’s performance.

The State's Program Representative is Drew Rasmussen, drew.rasmussen@state.mn.us and 218-725- 2728, 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.

mailto:erin.snaza@state.mn mailto:drew.rasmussen@state.mn.us

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

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price and Payment Schedule

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

3. Office of State Procurement 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:

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

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

Force Majeure.

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

Indemnification.

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

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

• Actions that give rise to strict liability; or

• Breach of contract or warranty.

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

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

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

Governing Law, Jurisdiction, and Venue.

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

Contract Use by State Agencies.

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

Risk of Loss.

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

Purchase Orders.

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

Subcontracting.

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

Data Disclosure.

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

Government Data Practices.

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

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

Intellectual Property Rights.

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

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

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

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

Ownership. The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this Contract. The Documents shall be the exclusive property of the State and all such Documents must be immediately returned to the State by the Contractor upon completion or cancellation of this Contract. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be

“works made for hire.” The Contractor assigns all right, title, and interest it may have in the Works and the Documents to the State. The Contractor must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the Works and Documents.

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

Obligations.

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

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

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

Copyright.

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

Assignment of Antitrust Rights.

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

Survivability of Orders.

In the event the term of any order or Professional/Technical Services work order (“Order”) placed under this Contract extends past the termination or expiration of this Contract, the terms and conditions of this Contract shall remain in full force and effect as it applies to such order and will continue in effect for such order until the term of that order expires or the order is cancelled or terminated in accordance with 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.

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). When this applies, Contractor will register in a free portal to help report the Tier 2 diverse spend, and the requirement continues as long as the Contract is in effect.

Publicity and Endorsement.

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

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

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

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

Contingency Fees Prohibited.

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

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

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

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

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

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

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

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

Affirmative Action Requirements The State intends to carry out its responsibility for requiring affirmative action by its contractors.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R.

5000.3420-5000.3500 and 5000.3552-5000.3559.

Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS

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

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

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

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

The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner. Such notices must state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences for the Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat.

§ 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the State may require Contractor to verify its exempt status.

Hazardous Substances.

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

These terms apply to goods supplied under this contract:

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

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

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

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

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

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.

https://www.revisor.mn.gov/statutes/cite/116.943#stat.116.943

Survival of Terms.

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

Exhibit B: Insurance Requirements

Notice to Contractor.

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

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

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

The State reserves the right to immediately terminate this Contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Contractor. All insurance policies must be open to inspection by the State, and copies of policies must be submitted to the State’s Authorized Representative upon written request.

Notice to Insurer.

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

Insurance certificate holder should be addressed as follows:

State of Minnesota 50 Sherburne Avenue, Room 112 St. Paul, MN 55155

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

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

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

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

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

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

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

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

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

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 – applying to Products/Completed Operations

The following coverages shall be included:

• Premises and Operations Bodily Injury and Property Damage

• Personal and Advertising Injury

• Blanket Contractual Liability

• Products and Completed Operations Liability

• Other; if applicable, please list__________________________________

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

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

$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.

Evidence of Subcontractor insurance shall be filed with the Contractor.

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

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

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

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

Crime Insurance:

Contractor shall maintain Crime Insurance or equivalent coverage, such as Fidelity Bond, covering third party fidelity for dishonest and fraudulent acts of employees.

A. Minimum Limits of Liability:

$10,000 – per occurrence

B. Coverage:

X Third party fidelity for Employee Theft or Forgery

Exhibit C: Specifications, Duties, and Scope of Work

A. SCOPE OF WORK: To provide janitorial and housekeeping services daily (M-F) for the Minnesota Department of Transportation (MnDOT) D1 Virginia Headquarters located at 101 Hoover Road North, Virginia, MN 55792. The Contractor will provide labor only. Cleaning shift starts at 1:30 PM, Monday through Friday.

B. EQUIPMENT/SUPPLIES. MnDOT D1 Building Services will supply all the necessary equipment, including cleaning supplies, paper products for all dispensaries, soaps for all dispensaries, trash can liners, vacuum bags, deodorizers, and cleaning chemicals. The contractor will only use equipment, supplies, and chemicals that have been supplied for use. The contractor is to check equipment and will be responsible for proper care and timely reporting of any needs for repair.

C. MECHANICAL AND OTHER EQUIPMENT. The Agency will furnish brooms, brushes, mops, rags, waxes, and other janitorial supplies. All power equipment, such as floor machines, vacuum systems, and all other equipment will also be furnished by the Agency.

D. MATERIALS, TREATMENT, ETC. For treatment of various types of flooring, carpeting, etc., only materials recommended and approved by the flooring manufacturers shall be used. It will be the prime responsibility of the contractor to protect the owner’s property at all times and to use only materials and treatments that will enhance the appearance of the flooring, carpeting, etc. and preserve the surface against deterioration.

E. WORK HOURS. Cleaning services must be performed five (5) times a week after business hours, except for the Inventory Center, 2 Offices across from the Inventory Center, and the State Patrol area.

All lights in the building must be turned off at the end of each shift.

No cleaning will be required on State Designated Holidays. The following 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 Veteran’s Day Thanksgiving Day

Day after Thanksgiving Christmas Day

F. INVENTORY CENTER, 2 Offices, and State Patrol. For security and safety issues, the contractor must clean the Inventory Center 2 Offices, and State Patrol during business hours. Business hours are Monday through Friday, 7:00 a.m.

to 4:00 p.m. Further arrangements for a cleaning schedule can be approved upon mutual agreement between the agency and the contractor after contract execution.

G. PERSONNEL. All supervisors and service personnel assigned to work at the specified location must be thoroughly trained and oriented to the building areas, equipment and supplies used, and methods applied.

The contractor will be required to properly uniform all service personnel in order to present a clean and neat appearance at all times. Attire will consist of long pants and shirts with sleeves. Safety toe shoes or boots are recommended.

The State will provide written notice to the contractor of any personnel issues. Upon written request, service personnel deemed unacceptable by the State must be replaced within one (1) business day or as agreed upon by the State and the contractor. The contractor must provide a written response within one (1) business day upon receiving the State’s written request.

H. SUPERVISOR/CREW LEADER. The State requires the contractor to designate a supervisor/crew leader who will be responsible for the daily communication to the Agency for supplies and/or special needs and for quarterly or as-needed performance reviews. Once the supervisor/crew leader is familiar with the facility and the required tasks and frequencies detailed in the contract, the supervisor/crew leader will be responsible for providing leadership and training to service personnel.

I. STAFFING. The contractor must provide adequate service personnel to meet the contract requirements and perform the janitorial services as detailed in Exhibit C. All listed tasks must be completed before the end of the shift.

J. CONDUCT. The contractor is responsible for the actions and/or results of such actions of their employees under the contract. All employees of the contractor must always conduct themselves in a professional and courteous manner.

Personnel deemed unacceptable by the State Agency shall be replaced immediately or as agreed upon by the State and the contractor. The State reserves the right to reject any employee assigned under the contract.

K. BACKGROUND CHECKS. Prior to the performance of any work under this Contract and to ensure the safety and security of all employees, data, customers, and assets, the contractor shall conduct a new Background Check on all individual(s) selected for work under this contract prior to each individual working on-site. The selected individual(s) shall be required to complete and submit any required consent forms. The contractor will be responsible for the review and evaluation of Background Check results, in compliance with all State and Federal laws. Costs related to Background Checks conducted by contractor shall be the sole responsibility of contractor. At a minimum, a Background check must include:

• Criminal History Check (Including, but not limited to, County or State, State of Minnesota Bureau of Criminal Apprehension, and the National Sex Offender Registry);

• Social Security Number and Address Verification;

• FBI Identity History Summary Check; and

• Other legally required checks (drug tests, Mantoux tests, fingerprints, tax records, etc.).

In addition, the State requires that the contractor and its employees provide signed authorizations for criminal history checks as well as a photocopy of each person’s picture identification card that would work at their facility prior to the work being performed. The State reserves the right to decline any employee with an offense on their record. All costs associated with this request shall be the responsibility of the contractor.

L. SECURITY. Access key card control will be the responsibility of the contractor. The State will provide the key card. The contractor must immediately report any lost, stolen, or broken key to the State in writing.

The contractor is responsible for ensuring all entries and exits to work areas and/or facilities are secure during the discharge of duties (e.g. doors must not be propped open). Each exit door must be checked at the end of each shift.

The contractor will only give access to authorized service personnel employed by the contractor. The contractor does not have the authority and will not grant access to any other person requesting entry into the building or a specific work area and must deny all requests for entry.

M. SAFETY. All individuals working with State buildings or grounds are required to adhere to all current safety rules and policies. This includes, but is not limited to, OSHA, Agency, and other State or Local policies and/or regulations.

The contractor is required to have its service personnel review Agency safety and health guidelines.

N. RESPONSIBILITIES. It is the responsibility of the contractor to familiarize itself and its service personnel to the requirements of the contract and to perform the required tasks in an acceptable and timely manner. It is not the responsibility of The Agency to remind the contractor of the service requirements and responsibilities.

O. NON-COMPLIANCE. If any of the requirements of the contract (such as insurance, personnel, supervisory role, staffing, etc.) are not met, the State will notify the contractor in writing of the non-compliance. Upon receipt of the State’s written notice of non-compliance, the contractor must provide a response within one (1) business day addressing the necessary corrective actions to bring the contractor’s performance into compliance. The State may suspend work until the contractor takes corrective action(s).

P. GENERAL. The detailed specifications of this solicitation are intended to cover the cleaning services in a general manner, but may not be complete in all details. Any items that have been omitted that should be included in services rendered should be brought to the attention of the Physical Plant Supervisor (building maintenance supervisor). All cleaning materials used must be of a type that will not have an immediate or extended detrimental effect on any of the surfaces being cleaned. Any foreign matter, spills, marks, or residue of any nature on any surface must be removed during the regular cleaning operation.

Cleaning service personnel must:

• Follow the activity schedule detailed in the task list, outlining the tasks and frequencies.

• Operate mechanical or other equipment cleaning operations in a manner as to not cause danger to any person or damage to the building structure, fixtures, furnishings, etc. Any injuries or damages must be reported to the facilities office onsite.

• Provide a report to the building maintenance supervisor for any building irregularities including, but not limited to, facilities equipment, fixtures, and/or furnishings in need of repair or replacement and vandalism.

• Immediately turn over any articles or items of apparent value found by the cleaning service personnel in areas of the building or site to the Physical Plant Supervisor (building maintenance supervisor).

Q. JANITORIAL TASKS AND REQUIREMENTS. It is the contractor’s responsibility to perform the required tasks, requirements, and frequencies. If the tasks are not performed according to the contract, the contractor will not be paid for services.

The contractor may be required to date a checklist furnished by the agency when certain cleaning tasks are completed.

R. PERFORMANCE REVIEWS. The scope of the contract will be reviewed on a quarterly or as-needed basis by the Agency and the contractor’s assigned supervisor and/or crew leader to ensure all tasks and frequencies are being adhered to, such activities may include, but are not limited to, building inspection and review of contract specifications.

Tasks and Frequency Schedule Janitorial Services: MnDOT D1 Virginia Headquarters

TASKS/FREQUENCIES

Key: 1X = 1 time; 2X = 2 times; 5X = 5 times

Location Frequency

Minnesota State Patrol Office, Inventory, 2 offices by Inventory (before 4pm) Weekly Monthly Yearly 1 Empty all wastebaskets and other receptacles. 5X 2 Bag all recyclables (glass, paper, cans) and place in a central location. 5X 3 Clean glass in all interior doors. 5X 4 Dust all office furniture & equipment (phones, files, counters, etc.) Excluded: desk tops and office machinery.

1X

5 Dust all building surfaces within easy reach (ledges, partitions, bookshelves, etc.)

Excluded: desk tops and office machinery.

6 Dust all high partitions, vents, and moldings. 1X 7 Dust all blinds. 2X 8 Remove fingerprints from woodwork, walls, and partitions. 1X 9 Sweep and/or dust mop all floor surfaces & corners. 5X

10 Wet-mop all traffic lanes, entries, halls, etc. Water needs to be changed when it is no longer transparent.

5X

11 Vacuum all carpeting and around the edges. 2X 12 Spot clean all carpeting to remove small soiled areas as needed. 1X 13 Wash all waste receptacles in offices or more often if needed. 2X 14 Wash all waste receptacles in common areas or more often if needed. 2X 15 Damp mop desk chair mats or more if needed. 1X 16 Dust light fixtures. 2X 17 Completely wipe down and dust main entryway and furniture. 1X

All Restrooms (After 5 PM) Weekly Monthly Yearly 1 Pick up all trash and empty waste & sanitary napkin containers. Thoroughly clean receptacles. Dispose of waste in dumpsters.

2 Apply bowl cleaner to bowls and urinals. Scrub the bowls and urinals with brush, wipe down/clean outside of the bowls and urinals and walls surrounding the fixture so they do not have streaks. 5X

3 Using a germicidal detergent wash down basins,…