Sample_grant_agreement.pdf

https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 1 of 6

Grant Agreement

State of Minnesota Doc Type: Contract/Grant Reference

SWIFT Contract number:

Purchase Order number:

AI:

Activity ID:

This grant agreement is between the state of Minnesota, acting through its Commissioner of the Minnesota Pollution Control Agency, 520 Lafayette Road North, St. Paul, Minnesota 55155-4194 (“MPCA” or “State”), and name and address ("Grantee").

Recitals

1. Under Minn. Stat. § 116.03, subd. 2, the State is empowered to enter into this grant.

2. The State is in need of the project name

3. Grantee will comply with required grants management policies and procedures set forth through Minn. Stat. § 16B.97, subd. 4(a)(1).

4. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant agreement to the satisfaction of the State. Pursuant to Minn. Stat. § 16B.98, subd. 1, the Grantee agrees to minimize administrative costs as a condition of this grant.

Grant Agreement

1. Term of Grant Agreement

1.1 Effective date: start date, or the date the State obtains all required signatures under Minn. Stat. § 16B.98, subd. 5, whichever is later. Per Minn. Stat. § 16B.98, subd. 7, no payments will be made to the Grantee until this grant agreement is fully executed. The Grantee must not begin work under this grant agreement until this agreement is fully executed and the Grantee has been notified by the State’s Authorized Representative to begin the work.

1.2 Expiration date: end date, or until all obligations have been satisfactorily fulfilled, whichever occurs first.

1.3 Survival of terms. The following clauses survive the expiration or cancellation of this grant agreement:

Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure.

2. Grantee’s duties

The Grantee, who is not a state employee, will perform the duties specified in Attachment A, which is attached and incorporated into this grant agreement.

3. Time The Grantee must comply with all the time requirements described in this grant agreement. In the performance of this grant agreement, time is of the essence.

4. Consideration and payment

4.1 Consideration. The State will pay for all services performed by the Grantee under this grant agreement as follows:

(a) Compensation. The Grantee will be paid according to the breakdown of costs contained in Attachment A, which is attached and incorporated into this grant agreement.

(b) Travel expenses. Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee as a result of this grant agreement will not exceed $0.00; provided that the Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than https://www.revisor.mn.gov/statutes/?id=16B.97 https://www.revisor.mn.gov/statutes/?id=16B.97 https://www.revisor.mn.gov/statutes/?id=16B.98 https://www.revisor.mn.gov/statutes/?id=16B.98 https://www.revisor.mn.gov/statutes/?id=16B.98 https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 2 of 6 provided in the current "Commissioner’s Plan” promulgated by the Commissioner of Minnesota Management and Budget (MMB). The Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received the State’s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state.

(c) Total obligation. The total obligation of the State for all compensation and reimbursements to the Grantee under this grant agreement will not exceed $dollar amount.

4.2 Payment

(a) Invoices. The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the services actually performed and the State’s Authorized Representative accepts the invoiced services.

Invoices must be submitted timely and according to the following schedule: upon completion of services.

Invoices must be emailed to mpca.ap@state.mn.us, and contain the following information:

• Name of Grantee

• Grantee project manager

• Grant amount

• Retainage amount

• Grant amount available to date

• Invoice number

• Invoice date

• MPCA project manager;

• SWIFT Contract No.

• Purchase Order No.

• Invoicing period (actual working period)

• Subcontractors invoices, if applicable

• Itemized labor, equipment, lab fees, shipping expenses, mileage and subcontractor charges, etc.

• Time and material breakdown of invoice. Amount billed to date for work, including this invoice

• Receipts for supplies, shipping, lab fees and any other subcontractor invoices must be attached

• Per diem expenses submitted on travel expense forms and receipts may be requested to be submitted with invoice

• Total project costs

If there is a problem with submitting an invoice electronically, please contact the Accounts Payable Unit at 651-757-2491.

The Grantee shall submit an invoice for the final payment upon submittal of the final progress and financial report within 30 (thirty) days of the original or amended end date of this grant agreement. The State reserves the right to review submitted invoices after 30 (thirty) days and make a determination as to payment.

(b) The Grantee must promptly return to the State any unexpended funds that have not been accounted for annually in a financial report to the State due at grant closeout.

4.3 Contracting and Bidding Requirements

(a) Any services and/or materials that are expected to cost $100,000 or more must undergo a formal notice and bidding process.

(b) Services and/or materials that are expected to cost between $25,000 and $99,999 must be competitively awarded based on a minimum of three (3) verbal quotes or bids.

(c) Services and/or materials that are expected to cost between $10,000 and $24,999 must be competitively awarded based on a minimum of two (2) verbal quotes or bids or awarded to a targeted vendor.

(d) The grantee must take all necessary affirmative steps to assure that targeted vendors from businesses with active certifications through these entities are used when possible:

• State Department of Administration's Certified Targeted Group, Economically Disadvantaged and Veteran-Owned Vendor List (found on Minnesota Department of Administration website at http://www.mmd.admin.state.mn.us)

• Metropolitan Council’s Targeted Vendor list (found on the Minnesota Unified Certification Program website at https://mnucp.metc.state.mn.us/) http://www.mmd.admin.state.mn.us/process/search/ http://www.mmd.admin.state.mn.us/process/search/ http://www.mmd.admin.state.mn.us/ https://mnucp.metc.state.mn.us/ https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 3 of 6

• Small Business Certification Program through Hennepin County, Ramsey County, and City of St.

Paul (found on the Central Certification Program website at https://www.stpaul.gov/departments/human-rights-equal-economic-opportunity/contract-compliance-business-development/central)

(e) The grantee must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts.

(f) The grantee must maintain support documentation of the purchasing and/or bidding process utilized to contract services in their financial records, including support documentation justifying a single/sole source bid, if applicable.

(g) Notwithstanding (a) - (d) above, the State may waive bidding process requirements when:

• Vendors included in response to competitive grant request for proposal process were approved and incorporated as an approved work plan for the grant.

• It is determined there is only one legitimate or practical source for such materials or services and that grantee has established a fair and reasonable price.

(h) For projects that include construction work of $25,000 or more, prevailing wage rules apply per; Minn.

Stat. §§ 177.41 through 177.44 consequently, the bid request must state the project is subject to prevailing wage. These rules require that the wages of laborers and workers should be comparable to wages paid for similar work in the community as a whole. A prevailing wage form should accompany these bid submittals.

(i) The grantee must not contract with vendors who are suspended or debarred in Minnesota (found on the Minnesota Department of Administration website at http://www.mmd.admin.state.mn.us/debarredreport.asp).

5. Conditions of payment

All services provided by the Grantee under this grant agreement must be performed to the State’s satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

6. Authorized Representative The State's Authorized Representative is name, address, phone, email or his successor, and has the authority to monitor the Grantee’s performance and to accept the services provided under this agreement.

The Grantee’s Authorized Representative is name, address, phone, email or their successor. If the Grantee’s Authorized Representative changes at any time during this grant agreement, the Grantee must immediately notify the State.

7. Assignment, Amendments, Change Orders, Waiver, and Grant Agreement Complete

7.1 Assignment. The Grantee shall neither assign nor transfer any rights or obligations under this grant agreement without the prior written consent of the State, approved by the same parties who executed and approved this grant agreement, or their successors in office.

7.2 Amendments. Any amendments to this grant agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original grant agreement, or their successors in office.

7.3 Change Orders. If the State's Project Manager or the Grantee’s Authorized Representative identifies a change needed in the workplan and/or budget, either party may initiate a Change Order using the Change Order Form provided by the MPCA. Change Orders may not delay or jeopardize the success of the Project, alter the overall scope of the Project, increase or decrease the overall amount of the Contract/Agreement, or cause an extension of the term of this Agreement. Major changes require an Amendment rather than a Change Order.

The Change Order Form must be approved and signed by the State's Project Manager and the Grantee’s Authorized Representative in advance of doing the work. Documented changes will then become an integral and enforceable part of the Agreement. The MPCA has the sole discretion on the determination of whether a requested change is a Change Order or an Amendment. The state reserves the right to refuse any Change Order requests.

7.4 Waiver. If the State fails to enforce any provision of this grant agreement, that failure does not waive the provision or the State’s right to enforce it.

https://www.stpaul.gov/departments/human-rights-equal-economic-opportunity/contract-compliance-business-development/central https://www.stpaul.gov/departments/human-rights-equal-economic-opportunity/contract-compliance-business-development/central https://www.revisor.leg.state.mn.us/statutes/?id=177.41 https://www.revisor.leg.state.mn.us/statutes/?id=177.41 https://www.revisor.leg.state.mn.us/statutes/?id=177.44 http://www.mmd.admin.state.mn.us/debarredreport.asp https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 4 of 6

7.5 Grant Agreement complete. This grant agreement contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this grant agreement, whether written or oral, may be used to bind either party.

8. Indemnification

The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney’s fees incurred by the State, arising from the performance of this grant agreement by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this grant agreement.

9. State audits Under Minn. Stat. § 16B.98, subd.8, the Grantee’s books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this grant agreement or transaction are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later.

10. Government data practices and intellectual property

10.1 Government data practices. The Grantee and State must comply with the Minnesota Government Data

Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant agreement. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released.

The Grantee’s response to the request shall comply with applicable law.

10.2 Intellectual property rights

(a) Intellectual property rights. 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 grant agreement. 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 Grantee, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this grant agreement.

Works includes “Documents.” 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 Grantee, its employees, agents, or subcontractors, in the performance of this grant agreement. The Documents shall be the exclusive property of the State and all such Documents must be immediately returned to the State by the Grantee, at the Grantee’s expense, upon the written request of the State, or upon completion, termination, or cancellation of this grant agreement. 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 Grantee assigns all right, title, and interest it may have in the Works and the Documents to the State. The Grantee 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.

(b) Obligations.

(1) 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 Grantee, including its employees and subcontractors, in the performance of this grant agreement, the Grantee shall immediately give the State’s Authorized Representative written notice thereof, and must promptly furnish the Authorized Representative with complete information and/or disclosure therein.

(2) Representation. The Grantee 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 Grantee nor its employees, agents, or subcontractors retain any interest in and to the Works and Documents. The Grantee represents and warrants that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause Liability, the Grantee shall indemnify, defend, to the extent permitted by the Attorney General, and hold harmless the State, at the Grantee’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 https://www.revisor.mn.gov/statutes/?id=16B.98 https://www.revisor.leg.state.mn.us/statutes/?id=13 https://www.revisor.leg.state.mn.us/statutes/?id=13.08 https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 5 of 6 infringe upon the intellectual property rights of others. The Grantee 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 Grantee’s or the State’s opinion is likely to arise, the Grantee 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.

(3) License. The State hereby grants a limited, no-fee, noncommercial license to the Grantee to enable the Grantee’s employees engaged in research and scholarly pursuits to make, have made, reproduce, modify, distribute, perform, and otherwise use the Works, including Documents, for research activities or to publish in scholarly or professional journals, provided that any existing or future intellectual property rights in the Works or Documents (including patents, licenses, trade or service marks, trade secrets, or copyrights) are not prejudiced or infringed upon, that the Minnesota Data Practices Act is complied with, and that individual rights to privacy are not violated. The Grantee shall indemnify and hold harmless the State for any claim or action based on the Grantee’s use of the Works or Documents under the provisions of Clause 10.2(b)(2). Said license is subject to the State’s publicity and acknowledgement requirements set forth in this grant agreement. The Grantee may reproduce and retain a copy of the Documents for research and academic use. The Grantee is responsible for security of the Grantee’s copy of the Documents. A copy of any articles, materials or documents produced by the Grantee’s employees, in any form, using or derived from the subject matter of this license, shall be promptly delivered without cost to the State.

11. Workers’ compensation

The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers’ compensation insurance coverage. The Grantee’s employees and agents will not be considered State employees.

Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State’s obligation or responsibility.

12. Publicity and endorsement

12.1 Publicity. Any publicity regarding the subject matter of this grant agreement 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, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this grant agreement.

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

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

14. Termination

14.1 Termination by the State. The State may immediately terminate this grant agreement with or without cause, upon 30-days’ written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

14.2 Termination for cause. The State may immediately terminate this grant agreement if the State finds that there has been a failure to comply with the provisions of this grant agreement, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled.

The State may take action to protect the interests of the state of Minnesota, including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed.

14.3 Termination for insufficient funding. The State may immediately terminate this grant agreement if:

(a) It does not obtain funding from the Minnesota Legislature.

(b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the agreement is terminated https://www.revisor.leg.state.mn.us/statutes/?id=176.181 https://www.pca.state.mn.us • 651-296-6300 • 800-657-3864 • Use your preferred relay service • Available in alternative formats p-f2-29e-fy21 • 7/15/21 Page 6 of 6 because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds.

The State must provide the Grantee notice of the lack of funding within a reasonable time of the State’s receiving that notice.

15. Data disclosure

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

To protect Grantee’s personal data, Grantee is strongly encouraged to obtain and use a Minnesota tax identification number.

16. Nondiscrimination The Grantee will comply with the provisions of Minn. Stat. § 181.59 which require: “Every contract for or on behalf of the state of Minnesota, or any county, city, town, township, school, school district, or any other district in the state, for materials, supplies, or construction shall contain provisions by which the contractor agrees:

(1) that, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier, or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates;

(2) that no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of work under any contract on account of race, creed, or color;

(3) that a violation of this section is a misdemeanor; and

(4) that this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract.”

During the performance of this grant agreement, neither the Grantee, nor those with whom the Grantee subcontracts for all or part of the work to be performed under this grant agreement shall, because of age, sexual preference, political affiliation, race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance or disability, discriminate against any person with respect to hire, tenure, compensation, terms of employment, upgrading of employment, facilities, privileges or conditions of employment; refuse to hire persons seeking employment; or, discharge an employee.

Neither the Grantee, nor those with whom the Grantee subcontracts for all or a portion of the work to be performed under this grant agreement shall exclude any person from participating in, deny them the benefits of, or discriminate against them on the basis of race, color, creed, religion, national origin, sex, marital status, age, sexual preference, political affiliation, or status with regard to public assistance or disability.

17. Human rights, equal employment opportunity, affirmative action The Grantee, in the conduct of the Project, shall comply with all applicable state and federal laws relating to nondiscrimination, affirmative action, and equal opportunity, now or hereafter enacted and any amendments thereto, including, but not limited to, Minn. Stat. ch. 363 (the Minnesota Human Rights Act), Minn. Stat. § 181.59 (applicable to contracts for materials, supplies, and construction for or on behalf of the State), and the Americans with Disabilities Act of 1990 (P.L. 100-336).

18. Debarment by State, its departments, commissions, agencies, or political subdivisions Grantee certifies that neither it nor its principals is presently debarred or suspended by the State, or any of its departments, commissions, agencies, or political subdivisions. Grantee's certification is a material representation upon which the Grant award was based. Grantee 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.

Signatures https://www.revisor.leg.state.mn.us/statutes/?id=270C.65