PROFESSIONAL/TECHNICAL SERVICES EXECUTIVE SEARCH FIRM DEAN – LEARNING RESOURCES

REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
ST. CLOUD STATE UNIVERSITY
720 4TH AVENUE SOUTH
ST. CLOUD, MN 56301-4498
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
TABLE OF CONTENTS
Section
Page
TABLE OF CONTENTS
ADVERTISEMENT FOR PROPOSALS
PROPOSAL INSTRUCTIONS
AFFIDAVIT OF NON-COLLUSION
PROPOSAL OFFERING FORM
1
2
3
6
7
Section 1 - GENERAL INFORMATION
1.1
Scope of Service
1.2
General Information
1.3
Issuing Office
8
9
9
Section 2 - TERMS AND CONDITIONS
2.1
Proposal Evaluation and Award
2.2
Applicable Law
2.3
Parties to the Contract
2.4
Contract Commencement
2.5
Non-Discrimination
2.6
State Audits
2.7
Affirmative Action
2.8
Licenses
2.9
Supervision and Inspection
2.10
Amendments
2.11
Contract Termination
2.12
Indemnification
2.13
Laws to be Observed
2.14
Reimbursement of Costs
2.15
Vendor Selection
2.16
Disposition of Responses
2.17
Targeted/Economically Disadvantaged Business & Individuals
9
9
10
10
10
10
10
10
10
10
10
10
11
11
11
11
12
Section 3 - CONTRACT TERMS
3.1
Terms and Conditions
3.2
Contract Documents
3.3
Contract Assignment
3.4
Contract Liaison
12
12
12
12
Section 4 – SPECIFICATIONS AND REQUIREMENTS
4.1
Role of the Vendor
12
Attachment: Professional/Technical Contract
14
1
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
ADVERTISEMENT FOR PROPOSALS
Notice is hereby given that Offers will be received by the Director of Purchasing, St. Cloud State
University, until 3:00 P.M. on November 8, 2011 for the purpose of Professional/Technical Services
from an Executive Search Firm for Dean- Learning Resources, according to the specifications on file
at:
St. Cloud State University
Business Services
Administrative Services 122
720 Fourth Avenue South
St. Cloud, Minnesota 56301-4498
Specifications and Request for Proposal forms may be obtained from the Director of Purchasing at the
address shown above.
Offers are to be submitted in a sealed envelope addressed to the Director of Purchasing at the above
address and clearly marked in the lower left corner of the envelope, ”EXECUTIVE SEARCH FIRM Dean of Learning Resources.” St. Cloud State University reserves the right to reject any and all Offers
and to waive any informalities contained in such Offers.
Dated at St. Cloud, Minnesota, this October 24, 2011.
____________________________________
Lisa Sparks
Director of Purchasing
2
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
PROPOSAL INSTRUCTIONS: Page 1 of 3
DATE:
October 24, 2011
TITLE:
EXECUTIVE SEARCH FIRM FOR DEAN – LEARNING RESOURCES
ISSUING AGENCY: St. Cloud State University
720 Fourth Avenue South
St. Cloud, Minnesota 56301-4498
PROPOSAL INSTRUCTIONS: Proposals will be received and registered until 3:00 P.M. on
November 8, 2011 for furnishing the services described herein. Proposals received after this time and
date will be rejected and returned unopened. Proposals may be delivered in person or by U.S. mail or
other couriers. Faxed proposals are not acceptable. Proposals must be submitted with the envelope
plainly marked in the lower left corner: “EXECUTIVE SEARCH FIRM - Dean of Learning
Resources.”
PROPOSAL ACCEPTANCE PERIOD: This proposal shall be binding upon the Offeror for 90
calendar days following the proposal acceptance review date. Any proposal in which the Offeror shortens
the acceptance period may be rejected. Proposals will be on file and open to public inspection for 30 days
after award determination. All terms and specifications included in or appended to this solicitation apply
to any subsequent award.
Complete and return the Proposal Offering Form with the Proposal to:
St. Cloud State University
Business Services - Purchasing
Administrative Services 122
720 Fourth Avenue South
St. Cloud, MN 56301-4498
All forms and attachments must be filled out in ink, typewritten, or word-processed.
3
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
PROPOSAL INSTRUCTIONS: Page 2 of 3
All inquiries for information are to be directed to:
Lisa Sparks
Director of Purchasing
St. Cloud State University
720 Fourth Avenue South
St. Cloud, Minnesota 56301-4498
Phone: (320) 308-4788
[email protected]
REVISIONS TO THE REQUEST FOR PROPOSAL: In the event it becomes necessary to revise any
part of this Request for Proposal, revisions will be provided to all Offerors who received the initial
Request for Proposal or subsequently have requested one. The University reserves the right to extend the
deadline for receipt of proposals if necessary.
WITHDRAWAL OF PROPOSAL: Proposals may be withdrawn in writing and submitted by
facsimile, mail, or hand delivery from the Offeror prior to the deadline for receipt of proposals. No oral
withdrawals will be accepted.
REQUIREMENTS FOR SUBMITTING A PROPOSAL: Proposals should be as thorough and
detailed as possible so that the University may properly evaluate the Offeror’s capability to provide the
required services. The vendor must clearly state in the proposal any exceptions to or deviations from the
specifications or terms and conditions. Any costs incurred by the successful vendor in the completion of
any award issued on the basis of this proposal, but not explicitly stated in the vendors response, shall not
be payable. Please submit one (1) original and four (4) copies of the proposal. Offerors are required to
submit the following items or information but are not limited solely to these items:
•
Request for Proposal Offering Form signed and completed as specified.
•
Affidavit of Non-Collusion signed and completed as specified.
•
Name and address of search firm.
•
Evidence of successful experience in working with search committees on searches for higher
education executive positions in comparable educational institutions.
•
Evidence of success in providing clients with diverse pools of candidates for searches in higher
education.
4
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
PROPOSAL INSTRUCTIONS: Page 3 of 3
•
Biographical information on all associates to be utilized in conducting the searches.
•
Identify the lead search professional responsible for all activities.
•
Outline the process used to conduct the searches. Include fee structure.
•
Statement acknowledging acceptance of language within MnSCU Professional/Technical Contract.
5
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
AFFIDAVIT OF NON-COLLUSION
Proposals will be received until November 8, 2011
Definition: For ease of reference, each organization submitting a response to this Request for Proposal
will hereinafter be referred to as an "Offeror". An Offeror whose Proposal would result in a formal
agreement will hereinafter be referred to as a "Contractor."
The prospective Offeror must sign the Affidavit and provide the information required of Offerors as
outlined in the pages, which follow:
AFFIDAVIT OF NON-COLLUSION:
I hereby swear (or affirm) under the penalty of perjury:
1. That I am the Offeror (if the Offeror is an individual), a partner in the Offeror (if the Offeror
is a partnership), or an officer or employee of the responding corporation having authority to
sign on its behalf (if the Offeror is a corporation);
2. That the attached Offer or Offers have been arrived at by the Offeror independently, and have
been submitted without collusion with, and without any agreement, understanding, or planned
common course of action with any other vendor of materials, supplies, equipment or services
described in the Request for Proposal designed to limit independent offers or competition;
3. That the contents of the Offer or Offers have not been communicated by the Offeror or its
employees or agents to any person not an employee or agent of the Offeror or its surety on
any bond furnished with the Offer or Offers and will not be communicated to any such person
prior to the official opening of the Offer or Offers, and;
4. That I have fully informed myself regarding the accuracy of the statements made in this
affidavit.
Subscribed and sworn to me this ______
day of _______________, 20___.
_______________________________
Signature
Notary Public
______________________________
Firm Name
______________________________
Date
My commission expires ________, 20____.
6
ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
DIRECTOR OF PURCHASING
ST. CLOUD STATE UNIVERISTY
BUSINESS SERVICES, AS. 122
720 FOURTH AVENUE SOUTH
ST. CLOUD, MN 56301-4498
BID OPENING TIME: 3:00 P.M.
BID OPENING DATE: NOVEMBER 8, 2011
PROPOSAL OFFERING FORM
In compliance with this Request for Proposal, the undersigned acknowledges that I have read and
understand all the conditions imposed herein and offer and agree to furnish the services in accordance
with the attached proposal or as mutually agreed upon by subsequent negotiation.
Services of an executive search for Dean, Learning Resources: _______________
____________________________________________Dollars ($_______________).
Name of Firm:
___________________________________________
Address:
___________________________________________
City:
___________________________________________
State:
_____________________ Zip: ____________
Telephone:
____________________ (please include area code)
Federal ID
_______________________
State ID
________________________
Name:
___________________________________________
Signature:
___________________________________________
Title:
___________________________________________
Date:
_____________________________
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ST. CLOUD STATE UNIVERSITY
REQUEST FOR PROPOSAL
PROFESSIONAL/TECHNICAL SERVICES
EXECUTIVE SEARCH FIRM
DEAN – LEARNING RESOURCES
Section 1
1.1
GENERAL INFORMATION
SCOPE OF SERVICE
St. Cloud State University is soliciting proposals from qualified vendors to provide assistance in the
search for the Dean of Learning Resources that will adequately meet the needs of the University while
promoting the greatest extent of competition that is practicable.
The Dean of the Division will report to the Provost and Vice President for Academic Affairs, and provide
leadership, planning, coordination and management of personnel, programs and services. The Division
comprises resources and services in: Course/Electronic Reserves, Instruction and Information Literacy,
Library and Technology Workshops, Interlibrary Loan, Laptop and Equipment Check Out, Study Rooms,
Research Assistance, Computer Labs, Maintenance of Archives and Special Collections Books and More,
Access to E-Books, Databases journals and Newspapers, and support for the use of a wide variety of
instructional technologies. Duties include promoting a positive environment for research and service in
the Division; responsibility for overseeing hiring procedures, supervision and evaluation of faculty and
staff; leadership and guidance of faculty, including recruitment, appointment, professional development,
promotion, tenure, leaves and scholarly endeavors; determining fiscal and personnel needs, making
budgetary recommendations and allocating resources; representing the Division and the University on
local, state, national, international venues, as well as on various campus administrative councils,
committees and task forces; developing and maintaining learning resources and services programs;
developing and supervising grants and contracts; assisting in fundraising; providing leadership for the
Division with regard to aligning Division programs and activities with the University's Strategic Plan; and
leading the Division in implementation of a University-wide reorganization.
Budget:
FY11 Budget:
Salary $ 4,000,000
Operating $ 4,000,000
Direct Supervision - # FTE Employees = 65
Salary:
$96,379 minimum to $154,211 maximum
Qualifications:
Appropriate Terminal Degree in Library Sciences, Learning Resources and related fields, academic
credentials appropriate for the rank of Professor in the academic discipline and at least a 10 year record of
successful service in teaching, research, service and leadership roles, and ability to work with persons
from culturally diverse backgrounds.
The purpose of this solicitation is to obtain specific proposals from potential vendors on how they would
provide services to the search committee and to achieve the goal of placing the successful candidate by
July 1, 2012.
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1.2
GENERAL INFORMATION
St. Cloud State University is a state supported comprehensive higher education institution located
in the city of St. Cloud, Minnesota. St. Cloud is located 70 miles northwest of Minneapolis. St.
Cloud State University was founded in 1869 and is the largest of the seven state universities in
the Minnesota State Colleges and Universities System. The University enrolls close to 17,135
students. There are 1,796 full-time employees, approximately 850 are faculty, serving these
students.
The administrative structure of the University consists of the President, the Provost and Vice
President for Academic Affairs, the Vice President for Administrative Affairs, the Vice President
for University Advancement, and the Vice President for Student Life and Development.
1.3
ISSUING OFFICE
The SCSU Purchasing Department is issuing this Request For Proposal (RFP) on behalf of St.
Cloud State University. The SCSU Purchasing Department is the sole point of contact regarding
all procurement and contractual matters relating to the requirements described in this RFP, and is
the only office authorized to change, modify, clarify, etc., the specifications, terms, and
conditions of this RFP. All communications, including any requests for clarification, concerning
this RFP shall be addressed no later than October 31, 2011 e-mail or fax to:
Lisa Sparks, Director of Purchasing
St. Cloud State University
Business Services - AS 122
720 4th Ave. S.
St. Cloud, MN 56301
Telephone:
(320) 308-4788
Fax:
(320) 308-4175
email: [email protected]
Reference : PROFESSIONAL/TECHNICAL SERVICES – EXECUTIVE SEARCH FIRM,
DEAN - LEARNING RESOURCES
Section 2
2.1
TERMS AND CONDITIONS
PROPOSAL EVALUATION AND AWARD:
The award shall be made in the best interest of the University. This Request for Proposal is not
subject to any competitive bidding requirements of Minnesota law. The University reserves the
right to accept other than the most financially advantageous proposal. The University reserves
the right to accept or reject any and all proposals, to waive any informality in proposals, and
unless otherwise specified in writing by the Offeror, to accept any items in any proposal. The
University may require oral presentation of one or more Offerors for the purpose of discussion
and negotiation. The award document will be a Contract incorporating, by reference, all the
requirements, terms and conditions of the solicitation and the Contractor’s proposal as negotiated.
2.2
APPLICABLE LAW:
This contract shall be governed and interpreted by the laws of the State of Minnesota.
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2.3
PARTIES TO THE CONTRACT:
The Contract shall be between St. Cloud State University, an agency of Minnesota State Colleges
and Universities, and the successful Offeror known as the “Contractor” according to the terms set
forth herein. A representative of the University will be responsible for the administration of the
Contract, and referred to as the “Contract Liaison”.
2.4
CONTRACT COMMENCEMENT:
It is the intention of the University to commence the resulting Contract immediately following the
review of responses.
2.5
NON-DISCRIMINATION:
In connection with the performance of work under this Contract, the Contractor agrees not to
discriminate against any University employee or student because of race, color, religion, national
origin, sex, marital status, status with regard to public assistance, disability, or age.
2.6
STATE AUDITS:
The books, records, documents, and accounting procedures and practices of the CONTRACTOR
relevant to this contract shall be subject to examination by the contracting department and the
Legislative Auditor.
2.7
AFFIRMATIVE ACTION:
Contracts that are one hundred thousand dollars ($100,000.00) or more require a Certificate of
Compliance from the State of Minnesota Department of Human Rights.
2.8
LICENSES:
The successful Contractor(s) shall have and maintain a valid and appropriate business license (if
applicable), meet all local, state, and federal codes, and have current all required local, state, and
federal licenses.
2.9
SUPERVISION AND INSPECTION:
The University will reserve the right to request the removal of any Contractor(s) employee from
the performance of the contract if in the judgment of the University, such removal shall be
necessary in order to protect the interests of the University.
2.10
AMENDMENTS:
The Contract shall not be varied except by an instrument in writing executed subsequently to the
execution of the Contract by both parties.
2.11
CONTRACT TERMINATION:
The University may terminate with or without cause the Contract by giving no less than thirty
(30) days written notice of the intention to terminate as of the specified date.
2.12
INDEMNIFICATION:
The Contractor shall indemnify, defend or hold the University harmless:
10
1.) from and against any claim or demand by third persons for loss, liability or damage,
including claims for property damage, personal injury or wrongful death, arising out of any
accident thereto occasioned by any act or nuisance made or suffered on the Premises, or by
any fire or other destructive force on the Premises or growing out of or caused by any failure
on the part of the Contractor to maintain the Premises in a safe condition and shall reimburse
the University for all costs and expenses in connection with the defense of such claims; and
2.) from and against all actions, suits, damages, and claims by whomsoever brought or made by
reason of the non-observance or non-performance of any of the terms, covenants and
conditions in the Contract or the rules, regulations, ordinances and laws of the United States
or the State of Minnesota.
2.13
LAWS TO BE OBSERVED:
The Contractor shall observe, perform and comply with or require compliance with all
governmental laws, ordinances, rules and regulations of the United States and the State of
Minnesota, the Minnesota State Colleges and Universities, or any department thereof, which in
any manner may affect the providing of services required as outlined in this Request for Proposal.
2.14
REIMBURSEMENT OF COSTS:
Each Vendor submitting a proposal is responsible for all costs associated with preparing and
submitting a complete proposal response, including costs that may be incurred in providing SCSU
with additional information. SCSU is under no obligation to reimburse the Vendor for any
proposal costs or incur any costs on Vendor's behalf.
2.15
VENDOR SELECTION:
The selection of a Vendor and the accompanying award of a contract, should either occur, is at
the discretion of SCSU.
2.16
DISPOSITION OF RESPONSES:
All materials submitted in response to this RFP will become property of MnSCU and will become
public record after the evaluation process is completed and an award decision made. If the
Responder submits information in response to this RFP that it believes to be trade secret
materials, as defined by the Minnesota Government Data Practices Act, Minn, Stat. 13.37, the
Responder must:
•
•
•
Clearly mark all trade secret materials in its response at the time the response is
submitted.
Include a statement with its response justifying the trade secret designation for
each item, and
Defend any action seeking release of the materials it believes to be trade secret,
and indemnify and hold harmless the State, its agents and employees, from any
judgments or damages awarded against the State in favor of the party requesting
the materials, and any and all costs connected with that defense. This
indemnification survives that State’s award of the contract. In submitting a
response to this RFP, the Responder agrees that this indemnification survives as
long as the trade secret materials are in possession of MnSCU.
MnSCU will not consider the prices submitted by the Responder to be proprietary or trade secret
materials.
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Responses to this RFP will not be open for public review until MnSCU decides to pursue a
contract and that contract is awarded.
2.17
TARGETED/ECONOMICALLY DISADVANTAGED BUSINESS & INDIVIDUALS:
In accordance with Minnesota Rules 1230.1810, subpart B and Minnesota Rules 1230.1830,
certified Targeted Group Businesses or individuals submitted proposals as prime contractors will
receive up to six percent preference on the evaluation of their proposals. For information
regarding certification, contact the Department of Administration, Materials Management
Helpline at (651) 296-2600, TTY (651) 282-5799.
Section 3
3.1
CONTRACT TERMS
TERMS AND CONDITIONS:
The terms and conditions of the Contract will not be changed without prior written consent of
both parties. The University reserves the right to obtain services from an alternate contractor
should Contractor not be able to provide services when needed.
3.2
CONTRACT DOCUMENTS:
It is mutually agreed by and between the State and the Contractor that the University’s acceptance
of the Contractor’s offer will be by the issuance of the MnSCU Professional/Technical contract.
The Contract entered into by the parties may consist of the Request for Proposal, the signed
Proposal submitted by the Contractor, the Standard Contract Form and include all modifications
thereof, all of which shall be referred collectively as the Contract Documents. All other
communication between the parties, whether oral or written, with reference to the subject matter
of this Contract is void and superseded.
3.3
CONTRACT ASSIGNMENT:
Neither this Contract nor any part hereof shall be assigned, sublet or transferred directly or
indirectly without the written consent of the University.
3.4
CONTRACT LIAISON:
For purposes of this Contract, the University liaison shall be:
John W. Palmer, Ph.D.
Associate Provost, Organizational Development & Faculty Relations
St. Cloud State University
(320) 308-3143
Section 4
4.1
SPECIFICATIONS AND REQUIREMENTS
ROLE OF THE VENDOR
The services for each search provided by the executive search firm are as follows, but not limited
to:
•
•
Assist the university in conducting a national job search.
Pre-search consultation to assess the leadership needs of the client and the position to
include, review and revision, where necessary, of existing job descriptions.
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•
•
•
•
•
•
•
Develop and implement a plan for the search that would identify qualified candidates
from diverse backgrounds and provide appropriate communications with candidates and
constituencies.
Seek out and actively recruit qualified candidates, including candidates from historically
underrepresented groups.
Correspond with applicants and nominees as necessary.
Consult with the search committee to establish questions to be used in checking
references. Conduct up to five reference checks for each of up to ten semi-finalists and
provide relevant information for the applicants’ search file.
Meet with the search committee to facilitate discussion of semi-finalists and the selection
of three to five finalists; conduct background checks and degree confirmation.
Perform at least three to five reference checks on finalist and provide relevant
information for the applicant’s search file.
Assist in the preparation for finalist interviews by helping to prepare questions,
establishing an interview schedule, and further facilitate the interview and campus visits
as requested.
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F.Y.:
Insert
Cost Center:
Insert
Obj. Code:
Insert
Amount:
Insert
Vendor #:
Insert
P.O. #:
Insert
STATE OF MINNESOTA
MINNESOTA STATE COLLEGES AND UNIVERSITIES
ST. CLOUD STATE UNIVERSITY
ST. CLOUD STATE UNIVERSITY-FOUNDATION
CONSULTANT/PROFESSIONAL/TECHNICAL AND/OR INSTRUCTIONAL
CONTRACTUAL (non-state employee) SERVICES
NOTICE TO CONTRACTOR:
You are required by Minnesota Statutes, Section 270.66 to provide your social security number or Federal
employer tax identification number and Minnesota tax identification number if you do business with the
State of Minnesota. This information may be used in the enforcement of federal and state tax laws.
Supplying these numbers could result in action to require you 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.
Name and Address: Insert name and address
Soc. Sec. No. or Federal Employer I.D. No.: Insert numbers
Minnesota Tax I.D. No. (if applicable): Insert number
For any person hired as an independent contractor, Minnesota Statutes, Section 256.998 requires the
following information to be submitted to the Department of Human Services except for those persons
whose contract is for less than two months with gross earnings of less than $250 per month. This
information may be used in the enforcement of state and federal child support laws. This contract will not
be approved unless this information is provided.
Soc. Sec. No. (if not provided above): Insert number
Date of Birth: Insert month, date, year
THIS PAGE OF THE CONTRACT CONTAINS PRIVATE INFORMATION.
EXCEPT AS DEFINED ABOVE, THIS PAGE SHOULD NOT BE REPRODUCED OR
DISTRIBUTED WITHOUT EXPRESS WRITTEN PERMISSION OF THE CONTRACTOR.
If this contract is circulated internally, only offices that require
access to the printed information and all individuals/offices
signing this contract should have access to this page.
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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 St. Cloud
State University and St. Cloud State University-Foundation and an independent contractor, not an
employee of the State of Minnesota, Insert contractor's name and address (hereinafter CONTRACTOR),
WHEREAS, the STATE, pursuant to Minnesota Statutes Chapter, 136F, is empowered to procure from
time to time certain consultant/professional/technical and/or instructional services, and
WHEREAS, the STATE is in need of consultant/professional/technical and/or instructional services, and
WHEREAS, the CONTRACTOR represents that it is duly qualified and willing to perform the services
set forth herein,
NOW, THEREFORE, it is agreed:
I.
CONTRACTOR’S DUTIES. (Attach additional page if necessary which is incorporated by
reference and made a part of this agreement.) The CONTRACTOR shall:
Insert duties
II.
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 the STATE as follows:
1. Compensation:Insert amount using words
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 --- dollars ($--); 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. The
CONTRACTOR shall not be reimbursed for travel and subsistence expense incurred
outside the State of Minnesota unless it has received prior written approval for such out of
state travel from the STATE.
The total obligation of the STATE for all compensation and reimbursement to the
CONTRACTOR shall not exceed Insert dollar amount in words dollars ($Insert dollar
amount in numbers).
B.
Terms of Payment
1. Payment shall be made by the STATE promptly after the CONTRACTOR’S presentation of
invoices for services performed and acceptance of such services by the STATE’S
authorized representative pursuant to Clause VI. Invoices shall be submitted according to
the following schedule:
Insert invoicing schedule here unless the following statement applies.
Professional Technical Authorization Form will be signed after the event has taken
place and returned to the Business Office for payment.
15
2. (When applicable) Payments are to be made from federal funds obtained by the STATE
through Title Insert Title or N/A________________ 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 the STATE 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.
C.
Pursuant to Minnesota Statutes 290.9201, the STATE is required to withhold a two percent (2%)
tax on the gross compensation, including reimbursable expenses, paid to non-Minnesota
entertainers for any performance in Minnesota.
III.
CONDITIONS OF PAYMENT. All services provided by the CONTRACTOR pursuant to this
contract shall be performed to the satisfaction of the STATE, as determined at the sole discretion
of its authorized representative, and in accord with all applicable federal, state, and local laws,
ordinances, rules and regulations. The CONTRACTOR shall not receive payment for work
found by the STATE to be unsatisfactory, or performed in violation of federal, state or local law,
ordinance, rule or regulation.
IV.
TERM OF CONTRACT. This contract shall be effective on Insert month and date, Insert year
or upon the date that the final required signature is obtained by the STATE, whichever
occurs later, and shall remain in effect until Insert month and date, Insert year 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 THE STATE’S AUTHORIZED
REPRESENTATIVE.
V.
CANCELLATION. This contract may be canceled by the STATE or the CONTRACTOR at any
time, with or without cause, upon thirty (30) days written notice to the other party. 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.
VI.
STATE’S AUTHORIZED REPRESENTATIVE. The STATE’S authorized representative for
the purposes of administration of this contract is Insert "person responsible for the account".
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 submitted
pursuant to Clause II, paragraph B.
VII.
ASSIGNMENT. The CONTRACTOR shall neither assign nor transfer any rights or obligations
under this contract without the prior written consent of the STATE.
VIII.
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.
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IX.
LIABILITY. The CONTRACTOR shall indemnify, save, and hold the STATE, its
representatives and employees harmless from any and all claims or causes of action, including all
attorney’s fees incurred by the STATE, 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 the STATE’S failure to fulfill its
obligations pursuant to this contract.
X.
STATE AUDITS. The books, records, documents, and accounting procedures and practices of
the CONTRACTOR relevant to this contract shall be subject to examination by the contracting
department and the Legislative Auditor.
XI.
DATA PRACTICES. The CONTRACTOR must comply with the Minnesota Government Data
Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by the STATE 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 Statutes Section 13.08, apply to the release of the data referred to in
this Article by either the CONTRACTOR or the STATE.
In the event the CONTRACTOR receives a request to release the data referred to in the Article,
the contractor must immediately notify the STATE. The STATE will give the CONTRACTOR
instructions concerning the release of the data to the requesting party before the data is released.
XII.
OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
A.
The STATE 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, 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 (hereafter “MATERIALS”).
The CONTRACTOR hereby assigns to the STATE all rights, title and interest to the
MATERIALS. The CONTRACTOR shall, upon request of the STATE, execute all papers
and perform all other acts necessary to assist the STATE 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 the STATE 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 the STATE’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 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 MATERIALS infringe upon the
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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 the STATE’S opinion is likely
to arise, the CONTRACTOR shall, at the STATE’S discretion, either procure for the STATE
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.
XIII.
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 the STATE as
the sponsoring agency and shall not be released prior to receiving the approval of the STATE’S
authorized representative.
XIV.
AFFIRMATIVE ACTION (When applicable) The CONTRACTOR certified that it has received
a certificate of compliance from the commissioner of Human Rights pursuant to Minnesota
Statutes, Section 363.073. It is hereby agreed between the parties that Minnesota Statutes,
Section 363.073 is incorporated into this contract by reference.
XV.
WORKERS’ COMPENSATION. In accordance with the provision of Minnesota Statutes,
Section 176.182, as enacted, the CONTRACTOR shall provide acceptable evidence of
compliance with the workers’ compensation insurance coverage requirement of Minnesota
Statutes, Section 176.181, subdivision 2, as enacted, prior to commencement of any duties to be
performed under this contract.
XVI.
ANTITRUST. The CONTRACTOR hereby assigns to the State of Minnesota any and all claims
for overcharges as to goods and/or services provided in connection with this contract resulting
from antitrust violations which arise under the antitrust laws of the United States and the antitrust
laws of the State of Minnesota.
XVII. 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.
XVIII. OTHER PROVISIONS (Attach additional pages as necessary):
Insert other provisions or type N/A
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IN WITNESS WHEREOF, the parties have caused this contract to be duly executed intending to be
bound thereby.
APPROVED:
1. MINNESOTA STATE COLLEGES AND
3. CONTRACTOR: Certifies that the
appropriate person(s) have executed the
contract on behalf of CONTRACTOR
as required by applicable articles, bylaws, resolutions or ordinances.
ST. CLOUD STATE UNIVERSITY
By (St. Cloud State University authorized signature;
i.e. assistant dean or vice president)
A. By (Contractor authorized signature)
Title
Title
Date
Date
2. VERIFIED AS TO ENCUMBRANCE:
By (St. Cloud State University Business Office
authorized signature)
B. By (Additional contractor authorized
signature; if applicable)
Title
Title
Date
Date
4. AS TO FORM AND EXECUTION:
By (St. Cloud State University Business
office authorized signature)
Title
Date
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