Sample grant contract agreement

[INSTRUCTIONS FOR COMPLETING THIS FORM ARE IN BRACKETS. FILL IN EVERY BLANK AND

DELETE ALL INSTRUCTIONS BEFORE SENDING THIS TO THE GRANTEE. INCLUDE

ENCUMBRANCE INFORMATION IN ORDER TO ASSIST YOUR AGENCY’S FINANCIAL

MANAGEMENT WITH ENCUMBERING THE MONEY FOR THIS GRANT CONTRACT AGREEMENT.]

STATE OF MINNESOTA

GRANT CONTRACT AGREEMENT

This grant contract agreement is between the State of Minnesota, acting through its [FILL IN THE NAME OF

YOUR AGENCY OR BOARD]. EXAMPLE: Commissioner of _____________ OR Director of _________.]

("STATE") and [GIVE THE FULL NAME OF THE GRANTEE INCLUDING ITS ADDRESS]

("GRANTEE").

Recitals

1. Under Minn. Stat.

Grant Contract Agreement

The Grantee, who is not a state employee, will:

Subd. 4 (a) (1).

175.17 the State is empowered to enter into this grant contract agreement.

2. The State is in need of [ADD BRIEF NARRATIVE OF THE PURPOSE OF THE GRANT].

3. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant

contract agreement to the satisfaction of the State. Pursuant to Minn.Stat.§16B.98, Subd.1, the Grantee

agrees to minimize administrative costs as a condition of this grant contract agreement.

1 Term of Grant Contract Agreement

1.1 Effective date:

[SPELL OUT FULL DATE (e.g., July 1, 2020)], Per Minn. Stat.§16B.98, Subd. 5, the Grantee must not

begin work until this grant contract agreement is fully executed and the State's Authorized

Representative has notified the Grantee that work may commence. Per Minn.Stat.§16B.98 Subd. 7, no

payments will be made to the Grantee until this grant contract agreement is fully executed.

1.2 Expiration date:

[SPELL OUT FULL DATE (e.g., June 30, 2020)], or until all obligations have been satisfactorily

fulfilled, whichever occurs first.

1.3 Survival of Terms.

The following clauses survive the expiration or cancellation of this grant contract agreement: 8.

Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 12. Publicity and

Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure.

2 Grantee’s Duties

Comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97,

[PROVIDE SUFFICIENT DETAIL IN THE DUTIES SO THE STATE AND GRANTEE ARE CLEAR

ON EXPECTATIONS, RESULTS AND OUTCOMES. THIS CAN BE DONE BY:

1) LISTING THE GRANTEE’S DUTIES, DELIVERABLES, AND COMPLETION DATES WITH

PRECISE DETAIL HERE

2) USE AN EXHIBIT/ATTACHMENT THAT CONTAINS THE PRECISE DUTIES AND

DELIVERABLES. YOU MUST INDICATE THAT THE EXHIBIT IS INCORPORATED INTO THE

GRANT CONTRACT AGREEMENT, SUCH AS “PERFORM THE DUTIES SPECIFIED IN

EXHIBIT A WHICH IS ATTACHED AND INCORPORATED INTO THIS GRANT CONTRACT

AGREEMENT.”]

Grant Contract Agreement template for Competitively awarded grant to nongovernmental organization FY21: Updated June 2020 1

3 Time

The Grantee must comply with all the time requirements described in this grant contract agreement. In the

performance of this grant contract agreement, time is of the essence.

4 Consideration and Payment

4.1 Consideration.

The State will pay for all services performed by the Grantee under this grant contract agreement as

follows:

(a) Compensation

The Grantee will be paid [EXPLAIN HOW THE Grantee WILL BE PAID. EXAMPLES: “an

hourly rate of $_____ up to a maximum of _______ hours, not to exceed $___________;” or “a

lump sum of $_________.”

IF YOU ARE USING A BREAKDOWN OF COSTS AS AN ATTACHMENT USE THE

FOLLOWING, “ACCORDING TO THE BREAKDOWN OF COSTS CONTAINED IN EXHIBIT

B, WHICH IS ATTACHED AND INCORPORATED INTO THIS GRANT CONTRACT

AGREEMENT. “ BE SURE TO ADD ANY GRANTEE MATCHING REQUIREMENTS.]

(b) Travel Expenses

Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee

as a result of this grant contract agreement will not exceed $ [INSERT TOTAL TRAVEL BUDGET

HERE. IF NONE, INSERT $0.00"]; provided that the Grantee will 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 Minnesota Management and Budget

(MMB). The Grantee will not be reimbursed for travel and subsistence expenses incurred outside

Minnesota unless it has received the State’s prior written approval for out of state travel. Minnesota

will be considered the home state for determining whether travel is out of state.

The total obligation of the State for all compensation and reimbursements to the Grantee under this

grant contract agreement will not exceed $[THIS MUST BE THE TOTAL OF 4.1(A) AND 4.1(B)

ABOVE].

4.2 Payment

(a) Invoices

The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the

services actually performed and the State's Authorized Representative accepts the invoiced services.

Invoices must be submitted timely and according to the following schedule:

[EXAMPLE: “Upon completion of the services,” OR IF THERE ARE SPECIFIC

DELIVERABLES, LIST HOW MUCH WILL BE PAID FOR EACH DELIVERABLE. THE

STATE DOES NOT PAY MERELY FOR THE PASSAGE OF TIME.]

(b) Unexpended Funds

The Grantee must promptly return to the State any unexpended funds that have not been accounted for

annually in a financial report to the State due at grant closeout.

Modifications greater than 10 percent of any line item in the most recently approved work plan and

budget require prior approval from the State and must be indicated on submitted reports.

Modifications equal to or less than 10 percent of any line item are permitted without prior approval

from the State provided that such modification is indicated on submitted reports, and that the total

obligation of the State for all compensation and reimbursements to Grantee shall not exceed the total

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(d) The grantee must take all necessary affirmative steps to assure that targeted vendors from businesses

with active certifications through these entities are used when possible:

a. State Department of Administration's Certified Targeted Group, Economically Disadvantaged

and Veteran-Owned Vendor List

b. Metropolitan Council Underutilized Business Program: MCUB: Metropolitan Council

Underutilized Business Program

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

St. Paul: Central Certification Directory

(e) The grantee must maintain written standards of conduct covering conflicts of interest and governing

the actions of its employees engaged in the selection, award and administration of contracts.

(f) The grantee must maintain support documentation of the purchasing or bidding process used to

contract services in their financial records, including support documentation justifying a single/sole

source bid, if applicable.

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

• Vendors included in response to competitive grant request for proposal process were approved

and incorporated as an approved work plan for the grant

• It is determined there is only one legitimate or practical source for such materials or services and

that grantee has established a fair and reasonable price.

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

Minn. Stat. §§177.41 through 177.44. These rules require that the wages of laborers and workers

should be comparable to wages paid for similar work in the community as a whole.

(i) The grantee must not contract with vendors who are suspended or debarred in MN:

obligation.

4.3 Contracting and Bidding Requirements

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

notice and bidding process.

(b) Services and/or materials that are expected to cost between $25,000 and $99,999 must be

competitively awarded based on a minimum of three (3) verbal quotes or bids.

competitively awarded based on a minimum of two (2) verbal quotes or bids or awarded to a

targeted vendor.

http://www.mmd.admin.state.mn.us/debarredreport.asp

5 Conditions of Payment

All services provided by the Grantee under this grant contract agreement must be performed to the State’s

satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance

with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not

receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state,

or local law.

6 Authorized Representative

The State's Authorized Representative is [NAME, TITLE, ADDRESS, TELEPHONE NUMBER, EMAIL],

or his/her successor, and has the responsibility to monitor the Grantee’s performance and the authority to

Grant Contract Agreement template for Competitively awarded grant to nongovernmental organization FY21: Updated June 2020 3

accept the services provided under this grant contract agreement. If the services are satisfactory, the State's

Authorized Representative will certify acceptance on each invoice submitted for payment.

The Grantee’s Authorized Representative is [NAME, TITLE, ADDRESS, TELEPHONE NUMBER,

EMAIL]. If the Grantee’s Authorized Representative changes at any time during this grant contract

agreement, the Grantee must immediately notify the State.

7 Assignment Amendments, Waiver, and Grant Contract Agreement Complete

7.1 Assignment

The Grantee shall neither assign nor transfer any rights or obligations under this grant contract

agreement without the prior written consent of the State, approved by the same parties who executed and

10 Government Data Practices and Intellectual Property Rights

10.1 Government Data Practices

approved this grant contract agreement, or their successors in office.

7.2 Amendments

Any amendments to this grant 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 grant contract, or

their successors in office.

7.3 Waiver

If the State fails to enforce any provision of this grant contract, that failure does not waive the provision

or the State’s right to enforce it.

7.4 Grant Contract Complete

This grant contract contains all negotiations and agreements between the State and the Grantee. No other

understanding regarding this grant contract, whether written or oral, may be used to bind either party.

8 Liability

The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims

or causes of action, including attorney’s fees incurred by the State, arising from the performance of this

grant contract by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar

any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this grant

contract.

9 State Audits

Under Minn. Stat. § 16B.98, Subd.8, the Grantee’s books, records, documents, and accounting procedures

and practices of the Grantee or other party relevant to this grant contract agreement or transaction are

subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a

minimum of six years from the end of this grant contract agreement, receipt and approval of all final reports,

or the required period of time to satisfy all state and program retention requirements, whichever is later.

The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch.

13, as it applies to all data provided by the State under this grant contract, and as it applies to all data

created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant

contract. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to in this

clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to

in this Clause, the Grantee must immediately notify the State. The State will give the Grantee

instructions concerning the release of the data to the requesting party before the data is released. The

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

10.2 Intellectual Property Rights

(a) Intellectual property rights. The State owns all rights, title, and interest in all of the intellectual

property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the

works and documents created and paid for under this Contract. The “works” means all inventions,

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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 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

The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’

compensation insurance coverage. The Grantee’s employees and agents will not be considered State

employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these

employees and any claims made by any third party as a consequence of any act or omission on the part of

these employees are in no way the State’s obligation or responsibility.

12 Publicity and Endorsement

[IF THE GRANT FUNDING SOURCE(S) HAVE ADDITIONAL PUBLICITY REQUIREMENTS, LIST

HERE]

12.1 Publicity

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Any publicity regarding the subject matter of this grant contract must identify the State as the sponsoring

agency and must not be released without prior written approval from the State’s Authorized Representative.

For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research,

reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others,

or any subcontractors, with respect to the program, publications, or services provided resulting from this

grant contract. All projects primarily funded by state grant appropriations must publicly credit the State of

Minnesota, including on the grantee’s website when practicable.

12.2 Endorsement

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

13 Governing Law, Jurisdiction, and Venue

Minnesota law, without regard to its choice-of-law provisions, governs this grant contract agreement.

Venue for all legal proceedings out of this grant contract, or its breach, must be in the appropriate state or

federal court with competent jurisdiction in Ramsey County, Minnesota.

14 Termination

[AT A MINIMUM, MUST INCLUDE LANGUAGE IN 14.1, TERMINATION BY THE STATE.

AGENCIES MAY INCLUDE 14.2, 14.3, 14.4 AND ALTERNATE TERMINATION LANGUAGE AS

DETERMINED BY THE AGENCY AND ASSISTANT ATTORNEY GENERAL OR AGENCY LEGAL

AND FINANCIAL DIVISION CONSULTATION]

14.1 Termination by the State

The State may immediately terminate this grant contract with or without cause, upon 30 days’ written

notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro

rata basis, for services satisfactorily performed.

14.2 Termination for Cause

The State may immediately terminate this grant contract if the State finds that there has been a failure to

comply with the provisions of this grant contract, that reasonable progress has not been made or that the

purposes for which the funds were granted have not been or will not be fulfilled. The State may take

action to protect the interests of the State of Minnesota, including the refusal to disburse additional funds

and requiring the return of all or part of the funds already disbursed.

14.3 Termination for Insufficient Funding

The State may immediately terminate this grant contract if:

(a) Funding for Grant No. [FEDERAL OR OTHER NON-STATE GRANT NUMBER] is

withdrawn by the [INSERT FEDERAL OR NON-STATE GRANTING AGENCY] [IF THIS

GRANT AGREEMENT IS FOR STATE GRANT FUNDS ONLY, DELETE SECTION A]

(b) It does not obtain funding from the Minnesota Legislature [STATE GRANT FUNDS ONLY]

covered here. Termination must be by written or fax notice to the Grantee. The State is not

obligated to pay for any services that are provided after notice and effective date of termination.

However, the Grantee will be entitled to payment, determined on a pro rata basis, for services

satisfactorily performed to the extent that funds are available. The State will not be assessed any

penalty if the contract is terminated because of the decision of the Minnesota Legislature, or

other funding source, not to appropriate funds. The State must provide the Grantee notice of the

lack of funding within a reasonable time of the State’s receiving that notice.

14.4 Additional alternate termination language may be negotiated on a case by case basis after the state

agency has consulted with their legal and finance teams.

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15 Data Disclosure

Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its

social security number, federal employer tax identification number, and/or Minnesota tax identification

number, already provided to the State, to federal and state tax agencies and state personnel involved in the

payment of state obligations. These identification numbers may be used in the enforcement of federal and

state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent

state tax liabilities, if any.

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1. STATE ENCUMBRANCE VERIFICATION

Individual certifies that funds have been encumbered as

required by Minn. Stat. § 16A.15

Signed:

3. STATE AGENCY

(with delegated authority)

Title:

Date:

SWIFT Contract/PO No(s).

2. GRANTEE

The Grantee certifies that the appropriate person(s) have executed the grant

contract on behalf of the Grantee as required by applicable articles, bylaws,

resolutions, or ordinances.

By:

Title:

Date:

By:

Title:

Date:

Distribution:

Agency

Grantee

State’s Authorized Representative

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