P.O. Number_________________
[INSTRUCTIONS
FOR COMPLETING THIS FORM ARE IN ITALICS AND
BRACKETS. PLEASE COMPLETE EVERY FIELD
AND DELETE ALL INSTRUCTIONS INCLUDING THE BRACKETS.]
STATE OF MINNESOTA
MINNESOTA STATE
COLLEGES AND UNIVERSITIES
[INSERT
NAME OF COLLEGE/UNIVERSITY/OFFICE OF THE CHANCELLOR]
PROFESSIONAL/TECHNICAL
SERVICES CONTRACT
THIS CONTRACT, and
amendments and supplements thereto, is between the State of Minnesota,
acting through its Board of Trustees of the Minnesota State Colleges
and Universities, on behalf of [INSERT
NAME OF COLLEGE/UNIVERSITY/OFFICE OF THE CHANCELLOR] (hereinafter MnSCU), and [INSERT
CONTRACTOR’S LEGAL NAME AND FULL
ADDRESS], an independent contractor,
not an employee of the State of Minnesota (hereinafter CONTRACTOR).
WHEREAS, MnSCU, pursuant
to Minnesota Statutes Chapter 136F, is empowered to procure from time
to time certain professional/technical services, and
WHEREAS, MnSCU is
in need of professional/technical services, and
WHEREAS, the CONTRACTOR
represents it is duly qualified and willing to perform the services
set forth in this contract,
NOW, THEREFORE, it
is agreed:
I.TERM OF
CONTRACT. This contract shall be effective on [INSERT FULL DATE (e.g.,
January 29, 2005)] or upon
the date the final required signature is obtained by
MnSCU, whichever occurs later, and shall remain in effect until [INSERT FULL DATE (e.g.,
June 30, 2005)] or until all
obligations set forth in this contract have been satisfactorily fulfilled,
whichever occurs first. The CONTRACTOR
understands that no work should begin under this contract until all
required signatures have been obtained and the CONTRACTOR is notified
to begin work by MnSCU’s authorized representative.
II.CONTRACTOR’S
DUTIES. The CONTRACTOR will:
[INSERT
SUFFICIENT DETAIL SO THAT CONTRACTOR CAN BE HELD ACCOUNTABLE FOR THIS
WORK. ATTACH ADDITIONAL PAGE(S) IF NECESSARY AND LABEL AS ATTACHMENT
X.]
III.CONSIDERATION
AND TERMS OF PAYMENT.
A.Consideration
for all services performed and goods or materials supplied by the CONTRACTOR
pursuant to this contract shall be paid by MnSCU as follows:
1.Compensation
of [INSERT
DOLLAR AMOUNT IN WORDS AND NUMBERS AND NUMBER
OF HOURS, e.g, Fifty and 00/100 Dollars ($50.00) for eighty (80)
hours)]
2. Reimbursement
for travel and subsistence expenses actually and necessarily incurred
by the CONTRACTOR in performance of this contract in an amount not to
exceed [INSERT
DOLLAR AMOUNT IN WORDS AND NUMBERS (e.g. One Hundred Twenty and 00/100
Dollars ($120.00). IF NONE, INSERT
“Zero Dollars ($0.00)] provided
that CONTRACTOR shall be reimbursed for travel and subsistence expenses
in the same manner and in no greater amount than provided in the current
“Commissioner’s Plan” promulgated by the Commissioner of Employee
Relations attached hereto. [ATTACH
IF APPLICABLE; DO NOT ATTACH IF NOT APPLICABLE]
The CONTRACTOR shall not be reimbursed for travel and subsistence expenses
incurred outside the State of Minnesota unless it has received prior
written approval for such out-of-state travel from MnSCU’s authorized
representative.
3.The total
obligation of MnSCU for all compensation and reimbursement to the
CONTRACTOR shall not exceed [INSERT
DOLLAR AMOUNT IN WORDS AND NUMBERS,
e.g. Four Thousand One Hundred Twenty and 00/100 Dollars ($4,120.00).]
B.Terms
of Payment.
1.Payment
shall be made by MnSCU promptly after the CONTRACTOR’S presentation
of invoices for services performed and acceptance of such services by
MnSCU’s authorized representative. All services provided by
the CONTRACTOR pursuant to this contract shall be performed to the satisfaction
of MnSCU, as determined at the sole discretion of its authorized representative,
and in accordance with all applicable federal, state and local laws,
ordinances, rules and regulations. The CONTRACTOR shall not receive
payment for work found by MnSCU to be unsatisfactory or performed in
violation of any applicable federal, state or local law, ordinance,
rule or regulation. Invoices shall be presented by CONTRACTOR
according to the following schedule:
[USE TERMS OR PHRASES SUCH
AS WEEKLY, MONTHLY OR WITHIN CALENDAR DAYS FOLLOWING COMPLETION OF SERVICES
OR IF THERE ARE SPECIFIC DELIVERABLES, PHASES, TASKS, LIST HOW MUCH
WILL BE PAID FOR EACH.]
2.[IF APPLICABLE, INSERT
THIS CLAUSE.] Payments are
to be made from federal funds obtained by MnSCU through Title ______
of the ________________ Act of ____________________ (Public law and
amendments thereto). If at any time such funds become unavailable,
this contract shall be terminated immediately upon written notice of
such fact by MnSCU to the CONTRACTOR. In the event of such termination,
CONTRACTOR shall be entitled to payment, determined on a pro rata basis,
for services satisfactorily performed.
3.Nonresident
Aliens. Pursuant to 26U.S.C. §1441, MnSCU is required to
withhold certain federal income taxes on the gross compensation paid
to nonresident aliens, as defined by Internal Revenue Code §7701(b).
MnSCU will withhold all required taxes unless and until CONTRACTOR submits
documentation required by the Internal Revenue Service indicating that
CONTRACTOR is a resident of a country with tax treaty benefits.
MnSCU makes no representations regarding whether or to what extent tax
treaty benefits are available to CONTRACTOR. To the extent that
MnSCU does not withhold these taxes for any reason, CONTRACTOR agrees
to indemnify and hold MnSCU harmless for any taxes owed and any interest
or penalties assessed.
4.Entertainers.
Pursuant to Minnesota Statute 290.9201, MnSCU is required to withhold
a two percent (2%) tax on the gross compensation, including reimburseable
expenses, paid to non-Minnesota entertainers for any performance in
Minnesota.
IV.AUTHORIZED
REPRESENTATIVES. All official notifications, including
but not limited to, cancellation of this contract must be sent to the
other party’s authorized representative.
A.MnSCU’s
authorized representative for the purpose of administration of this
contract is:
Name:
Address:
Telephone:
E-Mail:
Fax:
Such representative
shall have final authority for acceptance of the CONTRACTOR’S services
and, if such services are accepted as satisfactory, shall so certify
on each invoice presented pursuant to Clause III, paragraphB.
B.The CONTRACTOR’S
authorized representative for the purpose of administration of this
contract is:
Name:
Address:
Telephone:
E-Mail:
Fax:
V.CANCELLATION
AND TERMINATION.
A.This contract
may be canceled by MnSCU at any time, with or without cause, upon
thirty (30) days written notice to the CONTRACTOR. In the
event of such a cancellation, the CONTRACTOR shall be entitled to payment,
determined on a pro rata basis, for work or services satisfactorily
performed.
B.Termination
for Insufficient Funding. MnSCU 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 covered here.
Termination must be by written or fax notice to the CONTRACTOR within
a reasonable time of MnSCU receiving notice that sufficient funding
is not available. MnSCU 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 work or services satisfactorily performed to the
extent that funds are available. MnSCU 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.
ASSIGNMENT.
The CONTRACTOR shall neither assign or transfer any rights or obligations
under this contract without the prior written consent of MnSCU.
VII.LIABILITY.
The CONTRACTOR shall indemnify, save, and hold MnSCU, its representatives
and employees harmless from any and all claims or causes of action,
including all attorney’s fees incurred by MnSCU, arising from the
performance of this contract by the CONTRACTOR or CONTRACTOR’S agents
or employees. This clause shall not be construed to bar any legal
remedies the CONTRACTOR may have for MnSCU’s failure to fulfill its
obligations pursuant to this contract.
VIII.
WORKERS’ COMPENSATION. The CONTRACTOR certifies
it is in compliance with Minnesota Statute §176.181, subd.2 pertaining
to workers’ compensation insurance coverage. The CONTRACTOR’S
employees and agents will not be considered MnSCU employees. Any
claims that may arise under the Minnesota Workers’ Compensation Act
on behalf of these employees or agents and any claims made by any third
party as a consequence of any act or omission on the part of these employees
or agents are in no way MnSCU’s obligation or responsibility.
IX.PUBLICITY.
Any publicity given to the program, publications, or services provided
resulting from this contract, including, but not limited to, notices,
informational pamphlets, press releases, research, reports, signs, and
similar public notices prepared by or for the CONTRACTOR or its employees
individually or jointly with others, or any subcontractors shall identify
MnSCU as the sponsoring agency and shall not be released prior to receiving
the approval of MnSCU’s authorized representative.
MINNESOTA STATUTE
§181.59.
The
Contractor will comply with the provisions of Minnesota Statute §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 or 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.
XI.Data
Disclosure.
A.The CONTRACTOR
is required by Minnesota Statute §270C.65 to provide either a social
security number, a federal taxpayer identification number or a Minnesota
tax identification number. This information may be used in the
enforcement of federal and state tax laws. Supplying these numbers
could result in action to require CONTRACTOR to file state tax returns
and pay delinquent state tax liabilities. This contract will
not be approved unless these numbers are provided. These numbers
will be available to federal and state tax authorities and state personnel
involved in approving the contract and the payment of state obligations.
B.For any
person hired as an independent contractor, except for those persons
whose contract is for less than two (2) months with gross earnings
of less than Two Hundred Fifty and 00/100 Dollars ($250.00) per
month and for corporations, Minnesota Statute §256.998 requires that
his or her social security number and date of birth be submitted to
the Department of Human Services. This information may be used
in the enforcement of state and federal child support laws.
XII.GOVERNMENT
DATA PRACTICES ACT. The CONTRACTOR and MnSCU must comply
with the Minnesota Government Data Practices Act, Minnesota Statutes
Chapter 13, as it applies to all data provided by MnSCU in accordance
with this contract, and as it applies to all data, created, collected,
received, stored, used, maintained, or disseminated by the CONTRACTOR
in accordance with this contract. The civil remedies of Minnesota
Statute §13.08 apply to the release of the data referred to in this
clause by either the CONTRACTOR or MnSCU.
In the event the
CONTRACTOR receives a request to release the data referred to in this
clause, the CONTRACTOR must immediately notify MnSCU. MnSCU will
give the CONTRACTOR instructions concerning the release of the data
to the requesting party before the data is released.
XIII.OWNERSHIP
OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS.
A.MnSCU shall
own all rights, title and interest in all of the materials conceived
or created by the CONTRACTOR, or its employees or subcontractors, either
individually or jointly with others and which arise out of the performance
of this contract, created and paid for under this contract, including
any inventions, reports, studies, designs, drawings, specifications,
notes, documents, software and documentation, computer based training
modules, electronically, magnetically or digitally recorded material,
and other work in whatever form (hereinafter MATERIALS).
The CONTRACTOR
hereby assigns to MnSCU all rights, title and interest to the MATERIALS.
The CONTRACTOR shall, upon request of MnSCU, execute all papers and
perform all other acts necessary to assist MnSCU to obtain and register
copyrights, patents or other forms of protection provided by law for
the MATERIALS. The MATERIALS created under this contract by the
CONTRACTOR, its employees or subcontractors, individually or jointly
with others, shall be considered “works made for hire” as defined
by the United States Copyright Act. All of the MATERIALS, whether
in paper, electronic, or other form, shall be remitted to MnSCU by the
CONTRACTOR, its employees and any subcontractors, and the CONTRACTOR
shall not copy, reproduce, allow or cause to have the MATERIALS copied,
reproduced or used for any purpose other than performance of the CONTRACTOR’S
obligations under this contract without the prior written consent of
MnSCU’s authorized representative.
B.The CONTRACTOR
represents and warrants that MATERIALS produced or used under this contract
do not and will not infringe upon any intellectual property rights of
another, including, but not limited to, patents, copyrights, trade secrets,
trade names, and service marks and names. The CONTRACTOR shall
indemnify and defend, to the extent permitted by the Attorney General,
MnSCU at the CONTRACTOR’S expense from any action or claim brought
against MnSCU to the extent that it is based on a claim that all or
part of the MATERIALS infringe upon the intellectual property rights
of another. The CONTRACTOR shall be responsible for payment of
any and all such claims, demands, obligations, liabilities, costs and
damages, including, but not limited to, reasonable attorney fees arising
out of this contract, amendments and supplements thereto, which are
attributable to such claims or actions.
If such a
claim or action arises, or in the CONTRACTOR’S or MnSCU’s opinion
is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either
procure for MnSCU the right or license to continue using the MATERIALS
at issue or replace or modify the allegedly infringing MATERIALS.
This remedy shall be in addition to and shall not be exclusive to other
remedies provided by law.
XIV.ANTITRUST.
The CONTRACTOR hereby assigns to the State of Minnesota any and all
claims for overcharges as to goods or services provided in connection
with this contract resulting from antitrust violations which arise under
the antitrust laws of the United States or the antitrust laws of the
State of Minnesota.
XV.JURISDICTION
AND VENUE. This contract, and amendments and supplements
thereto, shall be governed by the laws of the State of Minnesota.
Venue for all legal proceedings arising out of this contract, or breach
thereof, shall be in the state or federal court with competent jurisdiction
in Ramsey County, Minnesota.
XVI.AMENDMENTS.
Any amendments to this contract shall be in writing and shall be executed
by the same parties who executed the original contract, or their successors
in office.
XVII.STATE
AUDITS. The books, records, documents, and accounting
procedures and practices of the CONTRACTOR relevant to this contract
shall be subject to examination by MnSCU and the Legislative Auditor
for a minimum of six (6) years from the end of the contract.
XVIII.SURVIVAL
OF TERMS. The following clauses survive the expiration,
cancellation or termination of this contract: VII., Liability; IX.,
Publicity; XI., Data Disclosure; XII., Government Data Practices Act;
XIII., Ownership Of Materials and Intellectual Property Rights; XV.,
Jurisdiction and Venue; and XVII., State Audits.
XIX.Affirmative
Action Requirements for Contracts in Excess of $100,000.00 and the Contractor
has More than 40 Full-time Employees in Minnesota or its Principal Place
of Business.
[DELETE
CLAUSE XIX IF THE TOTAL CONTRACT VALUE IS UNDER $100,000.00 AND RENUMBER
REMAINING CLAUSE IF APPLICABLE.]
MnSCU intends
to carry out its responsibility for requiring affirmative action by
its CONTRACTORS.
A.Covered
Contracts and Contractors. If the contract exceeds One Hundred
Thousand and 00/100 Dollars ($100,000.00) and the contractor employed
more than forty (40) full-time employees on a single working
day during the previous twelve (12) months in Minnesota or in
the state where it has its principle place of business, then the Contractor
must comply with the requirements of Minnesota Statute §363A.36 and
Minnesota R. Parts 5000.3400-5000.3600. A CONTRACTOR covered by
Minnesota Statute §363A.36 because it employed more than forty (40)
full-time employees in another state and the CONTRACTOR does not have
a Certificate of Compliance, said CONTRACTOR must certify that it is
in compliance with federal affirmative action requirements.
B.Minnesota
Statute §363A.36. Minnesota Statute §363A.36 requires CONTRACTOR
to have an affirmative action plan for the employment of minority persons,
women, and qualified disabled individuals approved by the Minnesota
Commissioner of Human Rights (hereinafter COMMISSIONER) as indicated
by a certificate of compliance. The law addresses suspension or
revocation of a certificate of compliance and contract consequences
in that event. A contract awarded without a certificate of compliance
may be voided.
Minnesota R. 5000.3400-5000.3600.
General. Minnesota
R. 5000.3400-5000.3600 implement Minnesota Statute §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 Minnesota R. 5000.3400-5000.3600,
including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-5000.3559.
Disabled Workers.
The Contractor must comply with the following affirmative action requirements
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 Minnesota Statute §363A.36, and the
rules and relevant orders of the Minnesota Department of Human Rights
issued pursuant to the Minnesota Human Rights Act.
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 of
the Minnesota Department of Human Rights. 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 Minnesota Statute §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.
3.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 MnSCU.
4.Certification.
The Contractor hereby certifies it is in compliance with the requirements
of Minnesota Statute §363A.36 and Minnesota R. 5000.3400-5000.3600
and is aware of the consequences for noncompliance.
XX.OTHER
PROVISIONS.
[DELETE
CLAUSE XX IF THERE ARE NO ADDITIONAL PROVISIONS TO THE CONTRACT.]
[ATTACH ADDITIONAL PAGE(S) IF NECESSARY.]
IN WITNESS WHEREOF,
the parties have caused this contract to be duly executed intending
to be bound thereby.
APPROVED:
1.CONTRACTOR:
CONTRACTOR
certifies that the appropriate person(s) have executed the contract
on behalf of CONTRACTOR as required by applicable articles, by-laws,
resolutions, or ordinances.
By
(authorized signature and printed name)
Title
Date
By
(authorized signature and printed name)
Title
Date
2.VERIFIED
AS TO ENCUMBRANCE:
Employee
certifies that funds have been encumbered as required by Minnesota Statute
§16A.15.
By (authorized signature and printed
name)
Title
Date
3.MINNESOTA
STATE COLLEGES AND UNIVERSITIES
[INSERT
NAME OF COLLEGE/UNIVERSITY/OFFICE OF THE CHANCELLOR]:
By (authorized signature and printed
name)
Title
Date
4.AS TO FORM
AND EXECUTION:
By (authorized signature and printed
name)
Title
Date
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