CONSULTANT AGREEMENT E-mail: · Phone: Contract Duration: October 1, 2011 to July 30, 2012 Contract Amount: Terms of Contract TI-IIS_ AGRE;EMENT is_made and entered into this JJL11' day of L)G\- ., 2011 by an~ . hereinafter referred to as e consultant, ~ and Evaluation Services LLC (hereinafter referred to as This Agreement is for evaluation o~ardiovascular Health (CVD) and Breast/Cervical Cancer Programs funded by the Minnesota Department of Health's Office of Minority and Multicultural Health (OMMH) through its Eliminating Health Dispruities Initiative. This agreement outlines the conditions for this consulting relationship. It is designed to protect both parties and avoid misunderstandings about the terms of our business relationship. 1. Services to be Performed. ~grees to perform the following services fo1~ Cardiovascular Health (CVD) and Breast/Cervical Cancer (BCC) Programs during the term of this Agreement. Completion dates are contingent upon receiving necessary information fro~ a. Work closely with lead staff of the tw~rograms, OMMH, and its technical assistance providers to update data collection tool~procedures as needed. b. · Enter and/or analyze evaluation data, based on responsibilitiesdne~oved evaluation plan. W ._. c. Attend up to three meetings with OMMH and/or its technical assistance provider to discuss the evaluation process and progress. d. Provide ongoing evaluation technical assistance to the lead staff of the CVD and Breast/Cervical Cancer programs. e. Produce an evaluation report on the two programs' Year 2 activities and outcomes for the period October 1, 2011 to June 30, 2012. f. All work is to be completed by July 30, 2012. 2. Duration. This Agreement will begin on date and continue through June 30, 2012, unless terminated earlier b~ with ten days prior written notice. Within this ten-day termination eriod, at-ption, (i) terminate or finalize all services; (ii) transfer to l materials inprogre~or (iii) return all of the 9mtellectual prope1ty in ossession or under its control. -..-JI, C:\Users\theinicke\AppData\Local\Microsoft\Windows\Tctnporary Internet Files\Contenf.Outlook\MGIXGNRM\reviscd ehdi · review 10 14 11.docx application rrh 8 3. ~That for....-s successful performance of the Agreement. .will pay a total ~ousand dollars ($12,000.00) for the services tobe performed under this Agreement (defined in Item #1) according to the following schedule: October 15, 2011: $3,000 December I, 2011 $3,000 March I, 2012 $3,000 Within 2 weeks of submission of Year 2 evaluation report (no later than July 30, 2012): $3,000 The above amounts shall fully compensat~for all agreed upon costs. No claim for services and/or costs provided by ~ifically provided for in the agreement will be honored by • . Total costs for the project shall not exceed $12,000. Responsibility for fmal printing and dissemination of the report will be solely that o f 4. Additional work supplemental to this agreement. If additional work is requested beyond that described in Item #1, a contract addendun1 will be required, the budget for which will be calculated on the basis of $65.00 per hour. 5. 6. - - s h a l l obtain written precapproval from • ~or the budget. 7. prior to making changes in the approved In the event . - fails to comply with any terms or conditions of the Agreement or to provide in any maoner the work of services as agreed to herein,. reserves the right to withhold any payment until. is satisfied that the corrective action has been taken or completed. Propertv/Equipment/Other Materials/Resources. (a) Ownershi of Work Product and Intellectual Pro er . Work products developed by for under this Agreement will belong to -nless o~ecified. opyn ts, tra emarks, and other intellectual property developed by -independent of its work for ~g the time is providing services under this Agreement will belong to - · The intellectual p~rty rights of OMMH/the Minnesota Department of Health, as assetted and agreed to by in its grant agreement with the Minnesota Department of Health, will not be adversely affected by any agreement b e t w e e n - n d (b) Pre-existing Materials. In the course of the services provided under this Agreement, - m a y use pre-existing marks, ideas, materials, information, concepts, techniques, ~works of authorship, or other intellectual property owned or licensed by Such pre-existing material will remain the sole property o f - - II Any pre-existing materials owned or licensed by .will remain the sole property o f :~r ~ll have the right to use pre-existing materials providK C:\Users\theinicke\AppData\Local\"Microsofi\Windows\Temporary Internet Files\Content.Outlook\MGIXGNRM\revised ehdi review 10 14 11.docx application rrh 9 (c) Warranties. -owns or has the authority to use any ideas, materials, infmmation, concepts, techniques, processes, works of authorship, trademarks or any intellectual property furnished b y . in connection with services covered by this Agreement. 9. Representations. (a) Independent Contractor.- is an independent con-r and its employees and ~ves will not be considered employees o f . _will not deduct from fees income tax, FICA payments, or any other expenses associated with an employer-employee relationship, unless required by law. Payment of federal income tax, FICA payments, and state income tax are the responsibility~~. Nothing in this Agreement creates a legal partnership or joint venture with - - - - - . (b) Disclaimer. - w i l l not be liable for damages, lost profits, or acts of negligence that are not intentional or reckless in nature. 11. Compliance with Laws. agrees to comply with all federal, state, county, and local laws, regulations, ordinances, rules, and certifications as pe1taining to the facilities, programs, and staff for which ~s responsible during the term of this Agreement. ~ 12. Insurance. agrees that it will, at all times during the term ofthis Agreement, have and keep in force business liability insurance. 13. Confidentiality Statement. · (a) -and t h e - s h a l l comply with the Minnesota Data Practices Act and other ~cable laws as it applies to all data provided by the STATE in accordance with this grant agreement and as it applies to all data created, gathered, generated or acquired in accordance with this grant agreement. (b) The parties acknowledge that certain Confidential Information may be transmitted or disclosed by the pmties to each other in connection with their performance under this Agreement. For purposes of this Agreement, Confidential Information includes personnel, client, and financial information designated b y - o r - (and commurricated to the other pmties) as confidential. Generic knowle~r information publicly known that is generally employed by the trade and/or related fields shall not be deemed part of the Confidential Information. (c) The parties shall not, at any time, directly or indirectly, use, copy, reveal, repmt, memorialize, publish, duplicate, or otherwise disclose to any third party in any way whatsoever any Confidential Information without the written consent of fue oilier party. Consent shall be exercised in the sole discretion of such party. The pmties shall receive, maintain, and use Confidential Information in the strictest of confidence and use best efforts to keep Confidential Information strictly confidential and to prevent disclosure thereof. 14. Miscellaneous. C:\Users\theinicke\AppData\Local\MiCrosoft\Windows\Temporary Internet Filcs\Content.Outlook\MGIXGNRM\revised ehdi review 10 1411.docx application lTh 10 (a) Assignment. . - . . . v i l l not transfer its responsibilities under this Agreement to another organization ~r withou~written consent. (b) Notices. Any request of changes to this Agreement by either party should be delivered in person or sent to the other party's address (listed below), via certified or registered U.S. mail. (c) Amendments. Any changes to this Agreement must be written and signed by both parties and approved by MDH. (d) No waiver. Failure of either patty to enforce the tenns of this Agreement does not waive those tenrts or preclude enforcement of them. (e) Entire agreement. This Agreement supersedes prior agreements and understandings, whether · written or oral. (f) Counteroatts. This Agreement may be copied and each copy is considered an original. (g) Indemnification. •agrees to indemnify, defend and hold h a n n l e s s - and the Minnesota Department of Health from any claims, costs, expenses, dainages, obligations or losses (including attorneys' fees), including but not limited to bodily injury to or death of any person or damage to or destruction of any prope1ty that is caused by any act or omission of • contracted employees or subcontracted contractors throug., unless caused by the gross negligence or willful misconduct o f also agrees to indemnify, defend and hold harmles~d the Minnesota Department of Health from any claims, costs, expenses, dainages, obligations or losses (including attorneys' fees), including but not limited to bodily injury to or death of any person or dainage to or destrnction of any prope1ty that is caused by ai1y act or omission of employees or subcontracted contractors t h r o u g h - , unless caused by the gross negligence or willful misconduct o f _ - The Underslgned agrees to this Consulting Agreement as of this Date:~/~o/~;-=---fL~I~/__ Iff 1" day of ocit. , 2011. Date:_ _ /_tl_·_/_'Y_·_·_;_/_ _ __ C;\Users\theinicke\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\MGIXGNRM\revised ehdi review 10 14 11.docx application n·h 11