"Professional and Technical Services Contract Form - Mnsure - Sample" - Minnesota

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Professional and Technical
Services Contract
State of Minnesota
This Contract is between the State of Minnesota, acting through its Chief Executive Officer of MNsure
(“State”) and
, whose designated business address is
an
independent contractor, not an employee of the State of Minnesota (“Broker Enrollment Center” or
“Contractor”).
Recitals
1.
Under Minnesota Statutes §§ 15.061 and 62V.05, subdivision 1(b)(4), the State is empowered to
engage such assistance as deemed necessary.
2.
The State is in need of consulting services to assist: consumers during the enrollment process.
3.
The Contractor represents it is duly qualified and agrees to perform all services described in this
Contract to the satisfaction of the State.
Contract 1. Term of Contract
1.1 Effective Date. July 1, 2016, or the date State obtains all required signatures, whichever is later.
Contractor must not begin work under this Contract until this Contract is fully executed and
Contractor has been notified by State’s Authorized Representative to begin work.
1.2 Expiration Date. June 30, 2017 or until all obligations have been satisfactorily fulfilled, whichever
occurs first.
1.3 MNsure reserves the option to extend an additional two (2) years in increments determined by
MNsure.
1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this Contract:
8. Indemnification; 9. State Audits; 10. Government Data Practices and Intellectual Property; 14.
Publicity and Endorsement; 15. Governing Law, Jurisdiction, and Venue; and 16. Data
Disclosure.
2.
Duties
2.1
A Broker Enrollment Center, who is not an employee of the State of Minnesota, shall:
2.1.1 Develop and operate a walk-in site for education and enrollment for residents of
surrounding communities.
1) Offer face-to-face assistance.
2) Ensure walk-in site will be open throughout the open enrollment period.
3) Make space available for use by in-person brokers, agents and other assisters to help
clients renew or obtain coverage.
2.1.2 Participate in media planning and purchasing with MNsure and MNsure’s identified
advertising contractor. Broker Enrollment Center shall pay media outlets directly for its
portion of the marketing budget. Broker Enrollment Center will provide sufficient detail to
Professional and Technical
Services Contract
State of Minnesota
This Contract is between the State of Minnesota, acting through its Chief Executive Officer of MNsure
(“State”) and
, whose designated business address is
an
independent contractor, not an employee of the State of Minnesota (“Broker Enrollment Center” or
“Contractor”).
Recitals
1.
Under Minnesota Statutes §§ 15.061 and 62V.05, subdivision 1(b)(4), the State is empowered to
engage such assistance as deemed necessary.
2.
The State is in need of consulting services to assist: consumers during the enrollment process.
3.
The Contractor represents it is duly qualified and agrees to perform all services described in this
Contract to the satisfaction of the State.
Contract 1. Term of Contract
1.1 Effective Date. July 1, 2016, or the date State obtains all required signatures, whichever is later.
Contractor must not begin work under this Contract until this Contract is fully executed and
Contractor has been notified by State’s Authorized Representative to begin work.
1.2 Expiration Date. June 30, 2017 or until all obligations have been satisfactorily fulfilled, whichever
occurs first.
1.3 MNsure reserves the option to extend an additional two (2) years in increments determined by
MNsure.
1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this Contract:
8. Indemnification; 9. State Audits; 10. Government Data Practices and Intellectual Property; 14.
Publicity and Endorsement; 15. Governing Law, Jurisdiction, and Venue; and 16. Data
Disclosure.
2.
Duties
2.1
A Broker Enrollment Center, who is not an employee of the State of Minnesota, shall:
2.1.1 Develop and operate a walk-in site for education and enrollment for residents of
surrounding communities.
1) Offer face-to-face assistance.
2) Ensure walk-in site will be open throughout the open enrollment period.
3) Make space available for use by in-person brokers, agents and other assisters to help
clients renew or obtain coverage.
2.1.2 Participate in media planning and purchasing with MNsure and MNsure’s identified
advertising contractor. Broker Enrollment Center shall pay media outlets directly for its
portion of the marketing budget. Broker Enrollment Center will provide sufficient detail to
Sample Professional and Technical Services Contract
MNsure within its interim and final financial reporting to confirm the match requirement
described in section 4.1.1 has been fully satisfied.
2.1.3 Be appointed by each insurer participating in MNsure for any geographical area
represented by Broker Enrollment Center.
2.1.4 Broker Enrollment Center agrees to provide: MNsure certified agency person(s), high
speed internet access, phone lines, copier during predetermined Broker Enrollment
Center hours of service.
2.1.5 Maintain MNsure Broker Certification requirements and state of Minnesota license.
2.1.6 Comply with MNsure Privacy and Security guidelines by taking and passing MNsure
Data Privacy and Security training as part of Certification requirements.
2.1.7 Comply with all industry-accepted norms, ethics and conduct standards applicable to
licensed brokers. Comport oneself at all times with the highest professional ethics and
conduct standards. An egregious violation of an ethics and conduct standard may have
consequences up to and including de-certification and the violation will be reported to the
Minnesota Department of Commerce and all other appropriate authorities.
2.1.8
Participate in any required training sessions or meetings as scheduled by MNsure.
2.1.9 Submit financial and program reports in the manner and timeframe prescribed by
MNsure.
1) Interim progress reports will be due monthly.
2) Final reports will be due 30 calendar days following the expiration date.
2.1.10 Comply with all applicable federal, state and local laws, as well as all established
policies, rules and procedures of MNsure.
2.2
The State shall:
2.2.1 Provide planning and financial support for outreach and educational campaigns directed at
new consumers, re-enrollees and the uninsured. MNsure will support development of creative
materials and media planning and buying for the following:
1) MNsure signage – High-impact signage designed to direct customers to Broker
Enrollment Centers for help with MNsure enrollment.
2) Google paid search – Broker Enrollment Center will appear among the top search
results when consumers in the area search for certain key words (i.e. MNsure, health
insurance etc.).
3) Local radio OR local print advertising – Broker Enrollment Center name and contact
information will be included in a MNsure radio or print advertisement; radio may
include local stations and/or Pandora while print will include local or community
newspapers.
2.2.2 Broker Enrollment Center will be identified on the MNsure website. A Broker Enrollment
Center listing will be viewable to consumers prior to an Assister directory search.
3.
Time
Contractor must comply with all the time requirements described in this Contract. In the performance
of this Contract, time is of the essence.
4.
Consideration and Payment
4.1 Consideration. For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each of the parties hereby agree that the following will occur:
4.1.1 Contractor will provide $ ______ towards the purchase of marketing materials as
described within section 2.1 above.
4.1.2 State will match Contractor’s advertising budget total and expend no more than
$ ________ towards the purchasing of marketing materials as described in section 2.2.
5.
Conditions of Payment
All services provided by Contractor under this Contract must be performed to State’s satisfaction, as
determined at the sole discretion of State’s Authorized Representative and in accordance with all
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Sample Professional and Technical Services Contract
applicable federal, state, and local laws, ordinances, rules, and regulations including business
registration requirements of the Office of the Secretary of State. Contractor will not receive payment
for work found by State to be unsatisfactory or performed in violation of federal, state, or local law.
6.
Authorized Representative
6.1 The State's Authorized Representative is:
Name: Bob Davy
Address: 81 Seventh Street East, Suite 300
St. Paul, MN 55101
Telephone: 651.539.1382
E-Mail Address:
bob.davy@state.mn.us
The State’s Authorized Representative, or his/her successor, has the responsibility to monitor
the Contractor’s performance and the authority to accept the services provided under this
Contract. If the services are satisfactory, State's Authorized Representative will certify
acceptance on each invoice submitted for payment.
6.2 The Contractor's Authorized Representative is:
Name:
Address:
E-Mail Address:
The Contractor must immediately notify the State if the Contractor’s Authorized Representative,
changes at any time during this Contract.
7.
Assignment, Amendments, Waiver, and Contract Complete
7.1 Assignment. Contractor may neither assign or transfer any rights or obligations under this
Contract without the prior consent of State and a fully executed assignment agreement,
executed and approved by the same parties who executed and approved this Contract, or their
successors in office.
7.2 Amendments. Any amendment to this Contract 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
Contract, or their successors in office.
7.3 Waiver. If the State fails to enforce any provision of this Contract, that failure does not waive the
provision or its right to enforce it.
7.4 Contract Complete. This Contract contains all negotiations and agreements between State and
Contractor. No other understanding regarding this Contract, whether written or oral, may be
used to bind either party.
8.
Indemnification In the performance of this Contract by Contractor, or Contractor’s agents or
employees, Contractor must indemnify, save, and hold harmless State, its agents, and employees,
from any claims or causes of action, including attorney’s fees incurred by State, to the extent caused
by Contractor’s:
a. Intentional, willful, or negligent acts or omissions; or
b. Actions that give rise to strict liability; or
c. Breach of contract or warranty.
The indemnification obligations of this section do not apply in the event the claim or cause of action is
the result of State’s sole negligence. This clause will not be construed to bar any legal remedies
Contractor may have for State’s failure to fulfill its obligation under this Contract.
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Sample Professional and Technical Services Contract
9.
State Audits Under Minnesota Statutes § 16C.05, subdivision 5, Contractor’s books, records,
documents, and accounting procedures and practices relevant to this Contract are subject to
examination by State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum
of six (6) years from the end of this Contract.
10. Government Data Practices and Intellectual Property
10.1 Government Data Practices. The Contractor and State must comply with the Minnesota
Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data
provided by the State under this Contract, and as it applies to all data created, collected,
received, stored, used, maintained, or disseminated by the Contractor under this Contract. The
civil remedies of Minnesota Statutes § 13.08 apply to the release of the data governed by the
Minnesota Government Practices Act, Minnesota Statutes Chapter 13, by either the Contractor
or the State.
If the Contractor receives a request to release the data referred to in this clause, the Contractor
must immediately notify and consult with the State’s Authorized Representative as to how the
Contractor should respond to the request. The Contractor’s response to the request shall
comply with applicable law.
Additionally, Contractor and State must comply with the requirements contained in Attachment
1, which is incorporated by reference into this Contract.
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 Contract. The
“works” means all inventions, improvements, discoveries (whether or not patentable),
databases, computer programs, reports, notes, studies, photographs, negatives, designs,
drawings, specifications, materials, tapes, and disks conceived, reduced to practice,
created or originated by the Contractor, its employees, agents, and subcontractors, either
individually or jointly with others in the performance of this Contract. “Works” includes
documents. The “documents” are the originals of any databases, computer programs,
reports, notes, studies, photographs, negatives, designs, drawings, specifications,
materials, tapes, disks, or other materials, whether in tangible or electronic forms,
prepared by the Contractor, its employees, agents, or subcontractors, in the performance
of this Contract. The documents will be the exclusive property of the State and all such
documents must be immediately returned to the State by the Contractor upon completion
or cancellation of this Contract. To the extent possible, those works eligible for copyright
protection under the United States Copyright Act will be deemed to be “works made for
hire.” The Contractor assigns all right, title, and interest it may have in the works and the
documents to the State. The Contractor must, at the request of the State, execute all
papers and perform all other acts necessary to transfer or record the State’s ownership
interest in the works and documents.
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 Contractor, including its employees and subcontractors, in
the performance of this Contract, the Contractor will immediately give the State’s
Authorized Representative written notice thereof, and must promptly furnish the
State’s Authorized Representative with complete information and/or disclosure
thereon.
(2)
Representation. The Contractor must perform all acts, and take all steps necessary
to ensure that all intellectual property rights in the works and documents are the sole
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Sample Professional and Technical Services Contract
property of the State, and that neither Contractor nor its employees, agents, or
subcontractors retain any interest in and to the works and documents. The
Contractor represents and warrants that the works and documents do not and will
not infringe upon any intellectual property rights of other persons or entities.
Notwithstanding Clause 8, the Contractor will indemnify; defend, to the extent
permitted by the Attorney General; and hold harmless the State, at the Contractor’s
expense, from any action or claim brought against the State to the extent that it is
based on a claim that all or part of the works or documents infringe upon the
intellectual property rights of others. The Contractor will be responsible for payment
of any and all such claims, demands, obligations, liabilities, costs, and damages,
including but not limited to, attorney fees. If such a claim or action arises, or in the
Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the
State’s discretion, either procure for the State the right or license to use the
intellectual property rights at issue or replace or modify the allegedly infringing works
or documents as necessary and appropriate to obviate the infringement claim. This
remedy of the State will be in addition to and not exclusive of other remedies
provided by law.
11. Workers Compensation and Other Insurance
11.1 Contractor shall not commence work under the Contract until Contractor has obtained all the
insurance described below. Contractor shall maintain such insurance in force and effect
throughout the term of the Contract.
11.2 Contractor is required to maintain and furnish satisfactory evidence of the following insurance
policies.
11.2.1
Workers Compensation Insurance. Except as provided below, Contractor must
provide Workers Compensation insurance for all its employees and, in case any work
is subcontracted, Contractor will require the subcontractor to provide Workers
Compensation insurance in accordance with the statutory requirements of State,
including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:
$100,000 – Bodily Injury by Disease per employee
$500,000 – Bodily Injury by Disease aggregate $100,000
– Bodily Injury by Accident
If Minnesota Statutes § 176.041 exempts Contractor from Workers Compensation
insurance or if Contractor has no employees in the State of Minnesota, Contractor
must provide a written statement, signed by an authorized representative, indicating
the qualifying exemption that excludes Contractor from the Minnesota Workers
Compensation requirements.
If during the course of the contract Contractor becomes eligible for Workers
Compensation, Contractor must comply with the Workers Compensation Insurance
requirements herein and provide State with a certificate of insurance.
Further, Contractor certifies that it is in compliance with Minnesota Statutes § 176.181,
subdivision 2, pertaining to workers compensation insurance coverage. Contractor’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
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 State’s obligation or
responsibility.
11.2.2
Commercial General Liability Insurance. Contractor is required to maintain
insurance protecting it from claims for damages for bodily injury, including sickness or
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