Standard_Contract_2025.pdf

City of Minneapolis

Standard Contract

(For Professional Services Contracts up to $175,000)

City Contract Number:

Informal Event Number:

City Department responsible for the Contract:

1. CONTRACT

THIS CONTRACT (“Contract”) is made between the City of Minneapolis, a Minnesota municipal corporation (“City”), and [vendor name] a [entity type] (“Contactor”), for [short contract description] services to be provided under the terms of this Contract.

2. SCOPE OF SERVICES

The Contractor agrees to perform the following services for the City:

[scope of services]

[USE IF APPLICABLE:] Services to be provided per the Request for Proposal attached as Exhibit B, as modified by the proposal from the Contractor attached as Exhibit C. If applicable, a project schedule is attached as Exhibit D.

3. COMPENSATION

A. The Contractor will be compensated as follows:

[compensation]

B. Total compensation under this Contract may not exceed $[dollar amount] (up to $175,000).

C. Invoices: A detailed statement of services rendered (“Invoice”) must be submitted to the Contract Manager on or before the 20th day of each month following the month in which services are rendered. At minimum, each Invoice must include (1) a narrative of the services rendered, the name of the person(s) rendering such service, the hourly rate, and the number of hours or partial hours worked in connection with such service; (2) documentation of all reimbursable expenses and disbursements made on behalf of the City; and (3) the total amount chargeable for the month. The City is under no obligation to honor or pay any Invoices submitted more than 120 days after the Termination Date of the Contract.

D. Expense Reimbursement:

The Contractor must submit any reimbursable expenses and documentation of those expenses with its itemized Invoices. Eligible reimbursable expenses are limited to the following:

[reimbursable expenses]

The City will pay only for reimbursable expenses that are reasonably and necessarily incurred and as provided above. The City reserves the right to dispute any invoice submitted without adequate documentation supporting any requested reimbursements. The City also reserves the right to seek reimbursement if it is discovered that the City made any improper payments to the Contractor during this Contract. The total amount for compensation, including reimbursable expenses, may not exceed the maximum compensation specified above.

The Contractor must get prior approval for all travel-related expenses from the City Department Contract Manager. The Contractor will only be reimbursed for the types of travel expenses that are allowed for travelling by City employees and for an amount that does not exceed the maximum reimbursements available to City employees. All travel must be conducted in accordance with the City’s Travel Reimbursement Conditions for Contractors.

https://www2.minneapolismn.gov/media/content-assets/www2-documents/government/ContractorTravelReimbursementConditions(City-paidTravelbyNon-Employees).pdf

Also, if applicable and at the City’s option, the City will reimburse the Contractor for mileage using the IRS “deductible” rates rather than paying the Contractor’s costs for a rental vehicle. The City will not reimburse Contractor for any rental vehicle insurance or refueling charges.

4. EFFECTIVE DATE AND TERMINATION DATE

This Contract is in full force and effect from [start date] (“Effective Date”) through [end date] (“Termination Date”) unless otherwise extended by the City or terminated earlier under the Termination, Default and Remedies section.

The duration of this Contract including amendments will not exceed five years.

5. ASSIGNMENT OR TRANSFER OF INTEREST

The Contractor will not assign any interest in the Contract, and will not transfer any interest in the same either by assignment or novation, without the prior written approval of the City, which will not be withheld or delayed unreasonably.

6. SUBCONTRACTING OR SUBCONSULTING

The Contractor must not engage in any subcontracting or sub-consulting of any part of the Scope of Services to be provided under this Contract without the City’s prior written approval. The Contractor must inform the City of the person(s) or entity(ies) selected as a sub-contractor or sub-consultant at the time it requests the City’s written approval. If sub-contacting or sub-consulting is permitted by the City, the Contractor is encouraged to hire, retain, or engage an “Approved Small Business Enterprise” as that term is defined in Chapter 18A of the Minneapolis Code of Ordinances, and will provide a report on efforts to retain Approved Small Business Enterprises for any subcontracting or sub-consulting services at the City’s request.

7. CONTRACT ADMINISTRATION

All provisions of this Contract will be coordinated and administered by the Contract Manager identified in the Notices section. The City will monitor the performance of the Contractor against goals and performance standards as provided in the Scope of Services. The City’s Contract Manager identified in Section 19 below will provide written notice if the City determines that the Contractor’s performance is substandard. Where no performance standards or goals have been identified in the scope of Service, then performance will be determined using standards applicable to the Contractor’s profession or industry.

8. PRIOR UNCURED DEFAULTS

Pursuant to Section 18.110 of the City’s Code of Ordinances, the City may not contract with persons or entities that have defaulted under a previous contract or agreement with the City and have failed to cure the default.

9. INDEPENDENT CONTRACTOR

Nothing contained in this Contract is intended to, or should be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Contractor will remain an independent Contractor at all times with respect to the work or services to be performed under this Contract. Any and all employees of Contractor or other persons engaged in the performance of any work or services required by Contractor under this Contract will be considered employees or subcontractors of the Contractor only and not of the City; and any and all claims that might arise, including Worker’s Compensation claims under the Worker’s Compensation Act of the State of Minnesota or any other state, on behalf of said employees or other persons while so engaged in any of the work or services to be rendered or provided herein, will be the sole obligation and responsibility of the Contractor.

10. ACCOUNTING STANDARDS

The Contractor agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices (GAAP) applicable to the Contractor to properly account for expenses incurred under this Contract.

11. CONTRACTOR’S INSURANCE

The Contractor will maintain the types of insurance and limits of coverage identified in Exhibit A, which is attached and made part of this Contract.

12. RETENTION OF RECORDS

Pursuant to Minnesota Statutes, Section 138.17 and Section 15.17, the Contractor will retain all records pertinent to expenditures incurred under this Contract in a legible form for a period of six years commencing after the later of contract close-out or resolution of all audit findings. Records for non-expendable property acquired with funds under this Contract will be retained for six years after final disposition of such property.

13. DATA PRACTICES

The Contractor agrees to comply with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, (“the Act”), and all other applicable state and federal laws relating to data privacy or confidentiality. The requirements of Minnesota Statutes, Section 13.05, subdivision 11 apply to this contract. The Contractor will comply with the Act and be subject to penalties for non-compliance as though it were a “governmental entity.” If sub-contracting or sub-consulting is permitted under this Contract, each sub-contracting or sub-consulting agreement must include the sub-contractor or sub-consultant’s agreement to comply with the Act. The Contractor must immediately report to the City any requests from third parties for information relating to this Contract. The City agrees to promptly respond to inquiries from the Contractor concerning data requests. The Contractor agrees to hold the City, its officers, and employees harmless from any claims, liability, loss, damage, expense, or judgment, including reasonable attorneys’ fees, resulting from the Contractor’s disclosure or use of data protected under state and federal laws. The Contractor’s duty to comply with Minn. Stat. Chap. 13 and all other applicable federal and state laws relating to the protection of data will continue past the expiration of this contract.

14. COMPLIANCE WITH THE LAW

The Contractor agrees to abide by the requirements and regulations of The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101-12213) (ADA), the Minnesota Human Rights Act (Minn. Stat. Ch. 363A), the Minneapolis Civil Rights Ordinance (Ch. 139), and Title VII of the Civil Rights Act of 1964 (42 U.S.C.

Section 2000e). These laws deal with discrimination based on race, gender, disability, religion and with sexual harassment. In the event the Contractor has questions concerning these requirements, Contractor should request necessary clarifications from the City. Violation of any of the above laws can lead to termination of this Contract.

15. INSPECTION OF RECORDS

As provided in Minnesota Statutes, Section 16C.05, subdivision 5, the Contractor agrees that the City, the State Auditor or any of their duly authorized representatives, at any time during normal business hours and as often as they may reasonably deem necessary, will have access to and the right to examine, audit, excerpt and transcribe any books, documents, papers, records and accounting practices and procedures that are relevant and involve transactions relating to this Contract for a period of six years after the final payment is made by the City to the Contractor. The inspection will be at the City’s expense unless the City discovers improper payments totaling five percent or more of the contract value, in which case the Contractor will reimburse the City for any improper payments as well as the City’s reasonable inspection costs.

16. LIABILITY AND INDEMNITY

The Contractor agrees to defend, indemnify and hold harmless the City against any and all claims, liability, loss, damage or expense arising under the provisions of this Contract to the extent caused by the negligent acts or omissions of the Contractor or its employees, agents, subcontractors and sub-consultants.

17. TERMINATION, DEFAULT AND REMEDIES

The City reserves the right to cancel the Contract without penalty, if circumstances arise which prevent the City from commencing or continuing the project or any phase of the project and at any time if it is determined that the City was fraudulently induced to enter into the contract. In such a situation, the City will issue a written notice to “stop work” and demand the Contractor mitigate any contract-related expenses.

Either party to this Contract may terminate this Contract upon thirty (30) days written notice, except in instances where the Contractor fails to fulfill its obligations under this Contract in a proper and timely manner, or otherwise violates the terms of this Contract, in which case the City has the right to terminate this Contract if the Contractor has not cured the default within seven

(7) days after receipt of written notice of the default from the City.

Notwithstanding the Liability and Indemnity Section or this Termination, Default and Remedies Section, the Contractor will not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Contract by the Contractor. The City may, in such event, withhold payments due to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the City is determined. The rights or remedies provided here will not limit the City, in case of any default, error or omission, by the Contractor, from asserting any other right or remedy allowed by law, equity, or by statute. Nothing in this Contract will be construed as a waiver of any right, remedy, liability limit or immunity of the City or the Contractor under law.

18. DISPUTE RESOLUTION

If a dispute arises out of or relates to this Contract, or the alleged breach thereof, the aggrieved party will first notify the other party in writing of the specific facts resulting in the dispute, as well as the aggrieved party’s desired remedy (“Notice of Dispute”). Representatives of the parties must promptly meet and attempt in good faith to negotiate a resolution of the dispute. If the dispute is not resolved within sixty days of the receipt of the Notice of Dispute, the parties may jointly select a mediator to facilitate further discussion and conduct non-binding mediation. The parties will equally share the fees and expenses of this mediator. Engaging in this or another mutually agreed on dispute resolution procedure is a condition precedent to litigation except that the City may bring litigation without engaging in dispute resolution if in the City’s sole discretion, litigation is needed to address an emergency.

19. NOTICES

All notices authorized or required under this Contract must be in writing. Notice will be deemed to have been given when delivered personally, emailed, or when deposited in the United States mail, registered, or certified postage prepaid, addressed as follows, or addressed to any such party at such other address as such party will hereafter furnish by notice to the other party:

CONTRACTOR:

[Vendor name] [Contact name] [Address] [Email, phone]

CITY OF MINNEAPOLIS:

[name], Department Head [name], Contract Manager address Contact Phone:

Contact Email:

20. INTELLECTUAL PROPERTY

All Work produced by the Contractor under this Contract is classified as “work for hire” and upon payment by the City to the Contractor will be the exclusive property of the City and will be surrendered to the City immediately upon completion, expiration, or cancellation of this Contract. “Work” covered includes all reports, notes, studies, photographs, designs, drawings, specifications, materials, tapes or other media and any databases established to store or retain the Work. The Contractor may retain a copy of the work for its files in order to engage in future consultation with the City and to satisfy professional records retention standards. The Contractor represents and warrants that the Work does not and will not infringe upon any intellectual property rights of other persons or entities. If any Work does not qualify as a work for hire, Contractor grants the City a perpetual, nonexclusive, royalty free license to the work.

Each party acknowledges and agrees that each party is the owner of all right, title, and interest in and to its services, products, software, source and object code, specifications, designs, techniques, concepts, improvements, discoveries, and inventions including all intellectual property rights thereto, including without limitations any modifications, improvements, or derivative works thereof, created prior to, or independently, during the terms of this Contract.

This Contract does not affect the ownership of each party’s pre-existing, intellectual property. Each party further acknowledges that it acquires no rights under this Contract to the other party’s pre-existing intellectual property, other than any limited right explicitly granted in this Contract.

21. CONFLICT OF INTEREST/CODE OF ETHICS

Pursuant to Section 15.250 of the City’s Code of Ordinances, both the City and the Contractor are required to comply with the City’s Code of Ethics. Chapter 15 of the Code of Ordinances requires City officials and the Contractor to avoid any situation that may give rise to a “conflict of interest.” A “conflict of interest” will arise if Contractor represents any other party or other client whose interests are adverse to the interests of the City.

As it applies to the Contractor, the City’s Code of Ethics will also apply to the Contractor in its role as an “interested person” since Contractor has a direct financial interest in this Agreement. The City’s Code of Ethics prevents

“interested persons” from giving certain gifts to employees and elected officials.

Contractor certifies that it does not have any conflict of interest as defined in the City’s Code of Ethics. Contractor further certifies that, to the best of its knowledge, no City employee or elected official has any pecuniary interest in the business of Contractor or with this Contract and no person associated with Contractor has any interest that would conflict in any manner or degree with the performance of this Contract.

22. MISCELLANEOUS PROVISIONS

1. Successors and Assigns – This Contract will be binding upon and inure to the benefit of the successors and assigns of the City and of the Contractor.

2. Severability – If any provision of this Contract is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provision, and this Contract will be construed and enforced as if such invalid or unenforceable provision had not been included.

3. No Partnership or Joint Venture – Neither the City nor the Contractor is an agent, partner, or joint venturer of the other for any purpose or has any authority to bind the other.

4. No Third-Party Beneficiaries – This Contract does not create any third-party beneficiary rights in any individual or entity that is not a party to this Contract.

5. Applicable Law – This Contract will be governed by and construed according to the laws of the State of Minnesota without regard to its conflict of law provisions. Venue for all legal proceedings arising out of this Agreement, or breach thereof, must be in the state or federal court with competent jurisdiction in Hennepin County, Minnesota.

6. Waiver – Failure to enforce any provision of this Contract does not affect the rights of the parties to enforce such provision in another circumstance. Neither does it affect the rights of the parties to enforce any other provision of this Contract at any time.

7. Conflict and Priority – This Contract takes precedence over any attachments, Exhibits, or terms and conditions that may be attached to this Contract. If a conflict is found between the provisions in this Contract and any attachments, the terms of the Contract will prevail.

If the Contract was awarded by RFP, the provisions in the following rank order will take precedence: 1) Contract; 2) Proposal; and last 3) Request for Proposals.

8. Amendments – Any amendments to this Contract will be in writing and signed by both the City and the Contractor. Including any amendments, total compensation (including reimbursable expenses) may not to exceed $175,000 per the Compensation Section and the term may not exceed five years.

9. Counterparts/Electronic Signatures – This Contract may be executed in counterparts, each of which has the effect of an original. An electronic signature will be deemed an original signature.

10. Entirety of Contract – This Contract and the included Attachments/Exhibits constitute the entire and exclusive Contract of the parties.

The parties being in agreement have caused this Contract to be signed as follows:

FOR THE CONTRACTOR:

Signature: \s1\

Title: \t1\

By signing this Contract, I represent that I have the authority to enter into and bind the Contractor to this Contract.

FOR THE CITY (Authorized Signatory for the Responsible Department):

Signature: \s2\

Title: \t2\

By signing this Contract, I represent that I have the authority to enter into and bind the City to this Contract.

Procurement Review (Initial):

Exhibit A

Standard Agreement Insurance Form

Please find below insurance requirements for the Contractor and any permitted subcontractor or sub-consultant. Without written evidence of insurance coverage from each subcontractor or sub-consultant, the Contractor will either provide insurance coverage for the subcontractor(s) or sub-consultant(s) or assume full liability for their acts and omissions. Please fill in a-e. Contractor must check one box under each insurance area and sign at the bottom. Please note: No changes or additions can be made to this form other than indicating self-insurance status (if applicable, also attach a letter that outlines self-insurance coverage).

a) 1. Workers’ Compensation Insurance that meets the statutory obligations with Employer’s Liability limits of at least $100,000 each accident, $500,000 disease policy limit, and $100,000 disease each employee.

Attached is a certificate evidencing above insurance coverage in force as of the Contract start date.

MN Statute Chapter 176 does not apply because Contractor has no employees and will not have any during the life of the Contract.

Contractor is exempt under MN Statutes Chapter 176.041, and attached is a memorandum explaining and evidencing the exemption.

2. Workers Compensation Insurance for non-employees providing services under this Contract (i.e., subcontractors). Contractors assume full Workers’ Compensation liability for uninsured sub-contractors.

Attached is a certificate evidencing Workers Compensation insurance coverage in force as of the Contract start date (either umbrella coverage by Contractor or separate coverage by non-employees).

Non-employees such as subcontractors will not provide any services under this Contract.

All non-employees such as subcontractors performing work associated with the Contract are exempt under MN Statutes Chapter 176.041, and attached is a memorandum explaining and evidencing the exemption.

b) Commercial General Liability Insurance. The policy must be on an “occurrence” basis, must include contractual liability coverage and provide coverage limits at least equal to $2,000,000 per claim and $2,000,000 aggregate. The City must be named an “additional insured” on Contractor’s policy and must be indicated on the ACORD declaration form.

Attached is a certificate evidencing above insurance coverage in force as of the Contract start date.

c) Commercial Automobile Liability insurance covering all owned, non-owned and hired automobiles at coverage limits at least equal to $1,000,000 per claim and $1,000,000 aggregate for all claims arising from the same occurrence.

Attached is certificate evidencing above insurance coverage in force as of the Contract start date.

Contractor’s personal auto liability insurance coverage addresses the risk.

Attached is a letter from insurance agent stating that personal automobile insurance policy covers business usage of all automobile(s) that will be used during the life of this Contract.

Contractor will not drive or hire any automobiles while performing services under this Contract.

d) Professional Liability Insurance providing coverage for the claims that arise from the errors of Contractor, its subcontractors or sub-consultants, omissions of Contractor, its subcontractors or sub-consultants, failure to render a professional service by Contractor, its subcontractors or sub-consultants, or the negligent rendering of the professional service by Contractor, its subcontractors or sub-consultants, at coverage limits at least equal to $2,000,000 per claim and $2,000,000 for all claims that arise during the coverage period. The insurance policy must provide the protection stated for two years after completion of work.

Attached is a certificate evidencing above insurance coverage in force as of the Contract start date.

The Contractor is not providing services under this Contract which would enable the Contractor to obtain professional liability insurance. To the extent that Contractor otherwise fails to obtain professional liability insurance, the Contractor agrees to assume full responsibility for any and all damages that occur as a result of Contractor’s, its subcontractors’ or sub-consultants’ negligent acts, errors or omissions.

e) Cyber Liability Insurance providing coverage for the claims that arise from the disclosure of private data and security breaches at coverage limits at least equal to $1,000,000 per claim. The insurance policy must provide the protection stated for three years after completion of work. (Only applies if Contractor is handling, receiving or producing City data and information.)

Attached is a certificate evidencing above insurance coverage in force as of the Contract start date.

Contractors providing service under this Contract who do not carry computer security and privacy liability insurance agree to assume full responsibility for any and all damages that occur as a result of Contractor’s negligent acts, errors or omissions.

Revised- 5/2025