Common use of Professional Liability (Errors and Omissions) Clause in Contracts

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology- related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation or any Contract that may result, including subsequent amendments to the Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] o Customer name o State Contract number field o Service description o Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology-related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology-related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation or any Contract that may result, including subsequent amendments to the Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] Customer name State Contract number field Service description Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E [Placeholder to attach any additional contract exhibits]

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: follows:‌‌‌ $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: follows:‌‌‌ $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Master Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology-related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Master Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Master Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation, Master Contract, or any Work Order Contract that may result, including subsequent amendments to the Master Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] Customer name State Contract number field Service description Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E Sample Work Order Contract State of Minnesota Professional and Technical Services Work Order Contract This Work Order Contract is between the State of Minnesota, acting through its Commissioner of ___________ (“State”) and ___________ (“Contractor”). This Work Order Contract is issued under the authority of Master Contract T-Number ______, SWIFT Contract Number ______, and is subject to all provisions of the Master Contract which is incorporated by reference. Contract Term of Contract Effective date. _____, or the date the State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not being work under this contract until this contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin work. Expiration date. _____, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The Contractor shall perform all duties described in this Contract to the satisfaction of the State. The Contractor, who is not a State employee, will: . Consideration and Payment Consideration. The State will pay for all services performed by the Contractor under this Work Order Contract as follows:

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documentsExhibit C: Specifications, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disksDuties, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State Scope of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.Work

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent)Exhibit C: Specifications, Duties, and Scope of Work Note: Specifications, Duties, and Scope of Work will be specifications and duties, as negotiated by the parties. The coverage may be endorsed on another form Exhibit D: Pricing Contract Pricing. In General. Prices listed take into consideration all inherent costs of liability coverage or written on a standalone policyproviding the requested goods and services. The Contractor shall maintain insurance agrees to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documentspay any and all fees, including including, but not limited to: duties, custom fees, permits, brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments. The State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or expressly allowed by the Contract. Prices listed within Exhibit D are the maximum prices. These maximum prices shall remain firm for the initial term of the Contract. The Price List may not include any additional terms or conditions. A unit price and a total for the quantity must be stated for each item quoted. Prices must be quoted in United States currency. Any increase to paperContract pricing or increase of cost-plus percentage require a duly executed amendment to this Contract. Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract. Cost-Plus Pricing. Cost is defined as the actual cost the Contractor pays the supplier for goods or services the State orders, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while minus any applicable taxes. Only costs specifically detailed in the billing statement, quote, or invoice from the supplier will be subject to the cost-plus percentage detailed on Contract. If a quote is issued, the invoice price cannot exceed the quoted price. The product purchase price from the supplier must be verifiable with a quote, billing statement, or invoice upon request from the State or Ordering Entity. The cost-plus pricing must be computed in the same manner as shown in the example below: Product Vendor Cost from Supplier Cost Plus % Offered Computation State Contract Price XYZ Tablet $300.00 3.5% $300.00 x 1.035 = $310.50 $310.50 Hourly Rate Pricing. This is the rate(s) detailed in the Contract for each service or category of service provided by Contractor’s care. State will not pay for travel-related expenses, custodytravel time, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policymeals, lodging, fuel surcharges, trip charges, or idle time.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology-related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documentsExhibit C: Specifications, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disksDuties, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State Scope of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.Work

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security Exhibit C: Specifications, Duties, and Privacy Liability Insurance (Scope of Work The Minnesota Department of Transportation owns and operates a 2017 Caterpillar 908M Compact Wheel Loader The Contract Vendor will provide the following work outlined: Inspect and Troubleshoot Transmission for possible damage. All repairs made, shall return the vehicle to operating condition meeting the manufacturer’s specifications. Upon receiving the equipment at the Contract Vendor’s facility, a thorough inspection shall be performed, and a detailed written estimate will be provided to the Agency’s representative. If, after receiving the estimate, the State determines that it is not in its best interest to proceed with the repairs, the State may cancel the order and is only required to pay the Contract Vendor for the transportation services rendered at the Contract price. If additional repairs are required after the initial equipment inspection, the Contract Vendor will provide an estimate to the Agency’s authorized representative, or equivalent)their designee, to obtain approval for the repairs before they are done. No payments will be made to the Contract Vendor if the repairs exceed the estimate unless the additional repairs have been authorized by the Agency’s representative. The coverage may Contract Vendor must be endorsed able to accept and repair the equipment within 30 days after the bid award unless otherwise mutually agreed by the Contract Vendor and the Minnesota Department of Transportation. Due to limited Agency resources and reduce travel for inspection, it is required that the Contract Vendor’s location where the vehicles will be serviced be located within a 75-mile radius of the MNDOT Virginia Headquarters Building at 000 X. Xxxxxx Road Virginia, MN 55792. An onsite visit is encouraged before bidding. The Contract Vendor must be able to provide the required levels of insurance as outlined in the Solicitation. Please contact Xxxxxx Xxxxx at 000-000-0000 or xxxx.xxxxx@xxxxx.xx.xx with any questions regarding the repairs of this piece of equipment. MNDOT will deliver and pick up unit when work is complete. All work completed by the Contract Vendor must include a 1-year warranty on another form parts and labor. Exhibit D: Pricing Contract Pricing. In General. Prices listed take into consideration all inherent costs of liability coverage or written on a standalone policyproviding the requested goods and services. The Contractor shall maintain insurance agrees to cover claims which may arise from failure of Contractor’s security resulting inpay any and all fees, including, but not limited to: duties, computer attackscustom fees, unauthorized accesspermits, disclosure brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of not public data including but not limited to confidential or private informationmaterials, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent)insurance payments. The coverage may be endorsed on another form State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or expressly allowed by the Contract. Prices listed within Exhibit D are maximum prices. These maximum prices shall remain firm for the initial term of liability coverage or written on a standalone policythe Contract. The Price List may not include any additional terms or conditions. A unit price and a total for the quantity must be stated for each item quoted. Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract. Contractor shall maintain insurance may provide lower pricing at its discretion without requiring a duly executed amendment to cover claims which may arise from failure of the Contractor Contract. SWIFT Line 1 Description Parts & Supplies needed to ensure the security of not public data stored on the State’s documents, including but not limited repair transmission Unit LO Price $ 2 Freight EA $ 3 Labor to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: repair transmission JA $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Master Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology-related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Master Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Master Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation, Master Contract, or any Work Order Contract that may result, including subsequent amendments to the Master Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] Customer name State Contract number field Service description Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E Sample Work Order Contract State of Minnesota Professional and Technical Services Work Order Contract This Work Order Contract is between the State of Minnesota, acting through its Commissioner of ___________ (“State”) and ___________ (“Contractor”). This Work Order Contract is issued under the authority of Master Contract T-Number ______, SWIFT Contract Number ______, and is subject to all provisions of the Master Contract which is incorporated by reference. Contract Term of Contract Effective date. _____, or the date the State obtains all required signatures under Xxxx. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not being work under this contract until this contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin work. Expiration date. _____, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The Contractor shall perform all duties described in this Contract to the satisfaction of the State. The Contractor, who is not a State employee, will: . Consideration and Payment Consideration. The State will pay for all services performed by the Contractor under this Work Order Contract as follows:

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance Contractor is required to carry the following minimum limits are as followslimits: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state- owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation or any Contract that may result, including subsequent amendments to the Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] o Customer name o State Contract number field o Service description o Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor Contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contractContract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the StateGRPUC. If the Contractor desires authority from the State GRPUC to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State GRPUC can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota GRPUC named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance Exhibit C: Specifications, Duties, and Scope of Work Based on the Cost-of-Service Analysis, a five (or equivalent)5) year forecast will be prepared. In making rate structure recommendations, the following considerations shall be addressed: The rate structures shall be planned for five years to be implemented for 2023 through 2027. If needed, a benchmark review will be performed by the utility with the consultant’s assistance for rates to be implemented for 2025 through 2027. The coverage may recommended rate structures shall be endorsed on another form simple, contain a limited number of liability coverage or written on a standalone policycategories, and be easy to administer and understand. The Contractor recommended rate structure shall maintain insurance consider the type and amount of reserves appropriate to cover claims which may arise from failure the GRPU’s electric, water and wastewater operations taking into consideration reserves for cash flow, operations, infrastructure replacement, catastrophes and other appropriate purposes. Include a rate stabilization reserve fund to reduce fluctuations in operations and capital expenditures throughout the five years of the Contractor study. Equity: Assess the equity of recommended rates for all types of property ownership including multi-family units. Address inter-generational equity in the rate structure. Current Rate Structure: Assess the current rate structure's performance as a baseline for comparing recommended changes. Other Service Charges: Assess existing customer service fee structure and identify other potential areas for service and system charges (shut down activities, back-flow devices, plan reviews, water service shut offs, etc.) and recommend changes, if appropriate. Assessment is to ensure note any resulting increase in liability GRPU may incur as a result of assessing fees. Economic development rate incentives/rebates: Address an electric, water, wastewater rate structure which could be used for economic development incentives. The recommended electric, water, waste treatment rate structures shall be consistent with industry practice for utility rate making in Minnesota. The proposed electric, water, waste water rate structures must take into consideration GRPU's automated billing system capabilities. Understanding of AMI system and the security cost to maintain and replace. ELECTRIC SPECIFIC REQUIREMENTS Consider impacts of not public data stored changes in electric industry and customers such as electric car charging stations both commercial and residential, solar panels installed on commercial and residential buildings, among others. WATER/WASTE WATER SPECIFIC REQUIREMENTS The water rates shall include a provision for an emergency rate structure to address loss of groundwater supply, drought, etc. The cost of service methodology and rate design shall be consistent with the practices of the American Water Works Association, Manual of Water Supply Practices (AWWA NO. M1) Reevaluate the cost of conveyance of wastewater, from the City of Cohasset, to the GRPU WWTF, utilizing GRPU owned sewer mains and lift stations. Conservation Impacts: Assess the interaction between the water conservation elements of the recommended rate structure and their impacts on the State’s documentsability to fund water operations as well as their impact on the economic well-being of the community. Recommend a conservation water rate structure that meets the criteria detailed in 2021 Minnesota Statutes, Section 103G.291. Environmental Regulations: The study shall include an assessment of the revenue stream generated by the recommended rate structure and its ability to continue to fully fund water and wastewater system costs under the impacts of future water quality and other environmental regulations and standards. Evaluate the cost of conveyance of water to City of XxXxxxxxx utilizing GRPU owned xxxxx, water mains. SCHEDULE The following schedule shall be met: • Proposals due by June 27, 2022. • GRPU Commission to consider approval of Consultant on July 13, 2022. • Work completed by October 3, 2022. DELIVERABLES • Preliminary Electronic Report submitted on or before September 19, 2022. • Final Electronic Report submitted on or before October 3, 2022. • Presentation to Grand Rapids Public Utilities Commission members on October 12th, 2022 at 4:00 p.m. • Electronic Rate Model that is easy-to-use for GRPU to use in future rate analyses. • GRPU will retain ownership of all materials including but not limited to paperfinal report, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disksrates, and carbon sheets, while in electronic material including spreadsheets. Exhibit D: Price and Payment Schedule Total cost for the Contractor’s care, custody, and controlelectric cost of service study $18,000. Insurance minimum limits are Total cost for the water/wastewater cost of service study $20,000 TOTAL COST $38,000 Payment shall be made as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The 23,000.00 following coverage shall be included: State the submittal of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policyinterim report.

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy.. Exhibit C: Specifications, Duties, and Scope of Work

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work, or the expiration or termination of the Contract. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s or a subcontractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (Exhibit C: Specifications, Duties, and Scope of Work The State’s requirements are contained in Solicitation Attachment E: Technical Proposal. Attachment E will be attached and incorporated to the contract at the time of award as a Supplement to this Exhibit C. Exhibit D: Pricing Contract Pricing. In General. Prices listed take into consideration all inherent costs of providing the requested goods and services. The Contractor agrees to pay any and all fees, including, but not limited to: duties, custom fees, permits, brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments. The State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or equivalentexpressly allowed by the Contract. The Price List may not include any additional terms or conditions. Prices shall remain firm for the initial term of the Contract. A unit price and a total for the quantity must be stated for each item quoted. Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract. Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract. Hourly Rate Pricing. This is the rate(s) detailed in the Contract for each service or category of service provided by Contractor. State will not pay for travel-related expenses, travel time, meals, lodging, or idle time. Price Schedule(s). The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, following price schedule(s) are hereby attached and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are incorporated into this Exhibit D as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall [to be included: State attached at the time of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policyaward].

Professional Liability (Errors and Omissions). This policy will provide coverage for all claims the contractor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Contractor’s professional services required under the contract. Insurance minimum limits are as follows: $2,000,000 - per claim or event $2,000,000 - annual aggregate Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the State. If the Contractor desires authority from the State to have a deductible in a higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and providing financial documentation by submitting the most current audited financial statements so that the State can ascertain the ability of the Contractor to cover the deductible from its own resources. The retroactive or prior acts date of such coverage shall not be after the effective date of this Master Contract and Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor to fulfill this requirement. Network Security and Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are technology-related risks (e.g., software licenses, subscription services, maintenance and support services). Also, use when Contractor has access to not public data on state’s network or on Contractor’s network.] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data including but not limited to confidential or private information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows: $2,000,000 per occurrence $2,000,000 annual aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Privacy Liability Insurance (or equivalent). [Include this insurance requirement when there are no technology- related risks but Contractor has access to not public data that is not on a network (e.g., paper records).] The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents, including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes, photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care, custody, and control. Insurance minimum limits are as follows: $2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate The following coverage shall be included: State of Minnesota named as an Additional Insured unless the coverage is written under a Professional Liability policy. Property of Others Insurance (or equivalent). [Include this insurance requirement when there is property owned by the state that is or may be in the Contractor’s care, custody, and control. Please note this coverage should be used if the Contractor is removing the state property from state grounds.] The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the state that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows: The Contractor is solely responsible for the coverage equal to that of the actual cash value of state-owned property in the Contractor’s care, custody, and control at any given point in time. Exhibit C: Specifications, Duties, and Scope of Work [If Contractor’s duties are fully described in Contract Section 2, indicate this page is “Intentionally Left Blank.”] Exhibit D: Pricing [If payment is fully described in Contract Section 5, indicate this page is “Intentionally Left Blank.”] Exhibit D, Supplement 1 Sample Invoice and Quote [Add sample invoice here as part of Exhibit D, Supplement 1.] Attached is a sample invoice and quote. Contractor is required to use the sample quote and sample invoice for all transactions under this Master Contract. Contractor may not materially change either document unless the change has been approved in writing by the State’s Authorized Representative. Contractor may not modify the sample quote or sample invoice to provide less detail regarding purchases under this Master Contract. Contractor hereby waives the right to enforce any term in either sample which contradicts or modifies any term of the solicitation, Master Contract, or any Work Order Contract that may result, including subsequent amendments to the Master Contract, or would result in an unencumbered expense if enforced against the state or its CPV members. The State anticipates the sample quote and sample invoice will contain, at a minimum: [review invoice requirements and modify to fit scope of the project.] o Customer name o State Contract number field o Service description o Explanation of work performed per charge indicated on the invoice [this could address number of hours worked or deliverables completed – customize as appropriate] Exhibit E Sample Work Order Contract State of Minnesota Professional and Technical Services Work Order Contract This Work Order Contract is between the State of Minnesota, acting through its Commissioner of (“State”) and (“Contractor”). This Work Order Contract is issued under the authority of Master Contract T-Number , SWIFT Contract Number , and is subject to all provisions of the Master Contract which is incorporated by reference. Contract Term of Contract Effective date. , or the date the State obtains all required signatures under Xxxx. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not being work under this contract until this contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin work. Expiration date. , or until all obligations have been satisfactorily fulfilled, whichever occurs first.