MINNESOTA DEPARTMENT OF TRANSPORTATION NOTICE OF GRANT OPPORTUNITY/REQUEST FOR PROPOSALS (RFP)

Transcription

1 MINNESOTA DEPARTMENT OF TRANSPORTATION NOTICE OF GRANT OPPORTUNITY/REQUEST FOR PROPOSALS (RFP) Certified Small Business Support Services Reimbursement Program Note: This document is available in alternative formats for persons with disabilities by calling Marsha West at or for persons who are hearing or speech impaired by calling the Minnesota Relay Service at This RFP does not obligate MnDOT to award a Grant or complete the project, and MnDOT reserves the right to cancel the solicitation if it is considered to be in its best interest. Purpose of Request: Project Specific Information The Minnesota Department of Transportation (MnDOT) Office of Civil Rights (OCR) is committed to ensuring equal opportunity for all businesses and personnel on MnDOT projects. OCR has developed a comprehensive Business Development Program (BDP) that OCR is committed to consistently administering every year. The BDP is designed to create a framework that provides training and technical assistance, along with access to business and financial resources that help certified small businesses to compete more effectively on MnDOT projects/contracts and is structured into six (6) impact areas. One of the impact areas is building certified small business technical expertise such as increasing capacity and expanding expertise that will enhance a certified small business s technical knowledge. To achieve this impact area goal, the Minnesota Department of Transportation (MnDOT) Office of Civil Rights (OCR) established the Certified Small Business Support Services Reimbursement Program which is a micro-grant program for certified small businesses who are seeking financial assistance for eligible expenses that increase their business capacity and industry knowledge so they can pursue work on Minnesota Department of Transportation (MnDOT) projects or contracts. Project Goal: The goals of the Certified Small Business Support Services Reimbursement Program are to: Build and improve the capacity and capabilities of certified small businesses to expand expertise Acquire business capacity and industry knowledge needed to bid and be awarded MnDOT contracts Description of Eligibility for Micro-grant Reimbursements: Who qualifies? For purposes of the Certified Small Business Support Services Reimbursement Program, a certified small business is a small business that has been certified through either MnDOT OCR s Disadvantaged Business Enterprise (DBE) Program or the Minnesota Department of Administration s Targeted Group/Economically Disadvantaged/Veteran-Owned (TG/ED/VO) Small Business Procurement Program. Please click the following links below for more information about either certification program: - Disadvantaged Business Enterprise (DBE) Program -Targeted Group/Economically Disadvantaged/Veteran-Owned (TG/ED/VO) Small Business Procurement Program Additionally, the certified small business must meet the following requirements: Certified small business firm home s state must be Minnesota; CM Notice of Grant Opportunity Request for Proposal (RFP) (Revised: 08/02/2017) 1

2 Certified small business must work in Minnesota; Certified small business work must be working on or seeking work on MnDOT projects and/or contracts; Certified small business must be actively pursuing work (submitting bids for MnDOT projects; attended MnDOT Meet & Greet events; graduates of MnDOT Support Services Programs; have a Business Plan), is working on or have worked on MnDOT construction projects; Certified Small Business Owner or Employee (only one employee is eligible per year): 1. Employee must be employed by the certified small business firm for at least one (1) year; and 2. Must be named on file as a Key Employee At the time of the proposal submission, At the time training or assistance takes place, Key Employee is a staff at the management function level; and Key Employee must be in the qualifying position at the time of the proposal submission and at the time of the training. What work qualifies for reimbursement? Technical training which expands or enhances a certified small business s ability to obtain work associated with MnDOT professional technical contracts/projects; construction project and/or maintenance projects. The technical training must correspond with the certified small business s certification or a new area of business that would assist the business in obtaining work on MnDOT projects. Certified small business firms are required to document how the training will benefit the certified small business on the MnDOT projects. Marketing or website development. Other areas of assistance based on the certified small business s Business Plan (The grantee will review other areas of assistance on a case by case and the certified small business must receive approval for reimbursement before incurring expenses for reimbursement.) What work does not qualify for reimbursement? Advertising Clothing Trade Shows Office Furnishings Salaries/Person Benefits Utilities MnDOT will not pay for training that is offered through the MnDOT On-the-Job (OJT) Support Services Program. Funding and Payment: All funding provided for the Certified Small Business Support Services Reimbursement Program will be provided as reimbursement for actual costs and expenses incurred by the certified small business for approved eligible expenses. All costs and expenses must be documented and accounted for by the certified small business. Funding for this program is capped at $15,000 per the 2018 State Fiscal Year (SFY). (The State Fiscal year runs from July 1-June 30). The reimbursement maximum is two thousand dollars ($2,000) per certified small business per State Fiscal Year pending availability of funds. Failure to provide all information in the proposal submission will result in the proposal submission being denied. MnDOT recommends that certified small business gets approval from MnDOT first before registering for CM Notice of Grant Opportunity Request for Proposal (RFP) (Revised: 08/02/2017) 2

3 training or purchasing the needed services. No reimbursement will be made for training/services that took place before approval is granted. The response time for proposal submission approval is four (4) business days. Proposal Contents: The following will be considered minimum contents of the proposal and must be submitted in the order listed: 1. Certified Small Business Support Services Reimbursement Program Application attached to this RFP as Exhibit B. 2. Supporting documentation for their application (See the Certified Small Business Support Services Reimbursement Program Application- Exhibit B for more information). 3. Exceptions to Terms and Conditions Form (Exhibit E) 4. The forms and documents required under any other section of this RFP including: a. Affidavit of Noncollusion (Exhibit C) b. Conflict of Interest Checklist and Disclosure Form (Exhibit D) If the responder s proposal is approved for reimbursement, the responder will be asked to enter into a grant agreement with MnDOT in order for the responder to receive reimbursement (see Exhibit G for an example of a MnDOT grant agreement). Proposal Evaluation: Representatives of MnDOT will evaluate all responses received by the deadline. In some instances, additional information may be requested as part of the evaluation process. All proposals will be evaluated based on the clarity and completeness of their proposal; responses included in their application; and according to the following criteria: Application explains the technical training or area of assistance needed in clear detail and demonstrates consistency with the Certified Small Business Support Services Reimbursement Program purpose and guidelines (See Exhibit A), as well as demonstrating a strong need for the training or assistance needed. Level of participation in MnDOT Support Services Program and/or proof of actively trying to actively bid or submit proposal for MnDOT projects. Capacity, experience, and background of the key employee who is requesting the training. Detail, clarity, and articulation of the technical training or area of assistance needed. Funding requested is clear and consistent with the technical training or area of assistance needed. The response time for proposal approval is four (4) business days. Questions Responders who have any questions regarding this RFP must submit questions by only to: Mayjoua Ly CM Notice of Grant Opportunity Request for Proposal (RFP) (Revised: 08/02/2017) 3

4 No other department personnel are allowed to discuss the RFP before the proposal submission deadline. Contact regarding this RFP with any personnel not listed above may result in disqualification. Proposal Submittal All proposals must be sent to: Mayjoua Ly, Project Manager Minnesota Department of Transportation 395 John Ireland Blvd Mail Stop: 120 St Paul, MN All responses must be physically received (not postmarked) no later 2:00 p.m. Central Standard Time on April 30, 2018 or until funding is exhausted. Please note that MnDOT Offices have implemented new security measures. These new procedures do not allow non-mndot employees to have access to the elevators or the stairs. You should plan enough time and follow these instructions for drop-off: Enter through the Rice Street side of the Central Office building (1 st Floor). Once you enter through the doors, you should walk straight ahead to the Information Desk. Proposals are accepted at the Information Desk only. The receptionist will call the Project Manager to come down and to time stamp the proposal. Submit two (2) copies of your proposal. It is solely the responsibility of each responder to assure that their proposal is delivered at the specific place, in the specific format, and prior to the deadline for submission. Failure to abide by these instructions for submitting a proposal may result in the disqualification of any non-complying proposal. MnDOT has estimated that the maximum reimbursement is two thousand dollars ($2,000) per certified small business per State Fiscal Year pending availability of funds. Responders must adhere to all terms of this RFP. General Information Late proposals will not be considered. Fax and proposals will not be considered. All costs incurred in responding to this RFP will be borne by the responder. MnDOT Not Obligated To Complete Project This RFP does not obligate MnDOT to award a Contract or complete the project, and MnDOT reserves the right to cancel the solicitation if it is considered to be in its best interest. Proposal Certifications By submitting a proposal, responders warrant that the information provided is true, correct and reliable for purposes of evaluation for a potential Contract award. The submission of inaccurate or misleading information may be grounds for disqualification from Contract award and may subject the responder to suspension or debarment proceedings, as well as other remedies available to MnDOT, by law. Disposition of Responses All materials submitted in response to this RFP will become property of MnDOT and will become public record, in accordance with Minnesota Statutes , after the evaluation process is completed. Pursuant to the Statute, completion of the evaluation process occurs when MnDOT has completed negotiating the Contract with the successful responder. If the responder submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minnesota Statutes 13.37, the responder must: CM Notice of Grant Opportunity Request for Proposal (RFP) (Revised: 08/02/2017) 4

5 Clearly mark all trade secret materials in its response at the time the response is submitted, Include a statement with its response justifying the trade secret designation for each item, and Defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the State, its agents and employees, from any judgments or damages awarded against the State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the State s award of a contract. In submitting a response to this RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the State. The State is required to keep all the basic documents related to its contracts, including responses to RFPs for a minimum of seven years. MnDOT will not consider the prices submitted by the responder to be proprietary or trade secret materials. Contingency Fees Prohibited Pursuant to Minnesota Statutes 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. Affidavit of Noncollusion Responders must complete the attached Affidavit of Noncollusion and submit it as part of the proposal. Worker s Compensation Insurance The successful responder will be required to submit acceptable evidence of compliance with workers compensation insurance coverage requirements prior to execution of the Contract. Conflicts of Interest Responders must provide a list of all entities with which it has relationships that create, or appear to create, a conflict of interest with the work that is contemplated in this RFP. This list should indicate the name of the entity, the relationship and a discussion of the conflict. Responders must complete the attached Conflict of Interest Checklist and Disclosure Form and submit it as part of the proposal. Organizational Conflicts of Interest The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances, which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons, a vendor is unable or potentially unable to render impartial assistance or advice to MnDOT, or the successful responder s objectivity in performing the Contract work is or might be otherwise impaired, or the successful responder has an unfair competitive advantage. The responder agrees that, if after award, an organizational conflict of interest is discovered, an immediate and full disclosure in writing must be made to MnDOT, which must include a description of the action, which the successful responder has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, MnDOT may, at its discretion, cancel the Contract. In the event the responder was aware of an organizational conflict of interest prior to the award of the Contract and did not disclose the conflict to MnDOT, MnDOT may terminate the Contract for default. The provisions of this clause must be included in all subcontracts for work to be performed similar to the service provided by the prime contractor, and the terms contract, contractor, and contracting officer modified appropriately to preserve MnDOT s rights. Sample Contract You should be aware of MnDOT s standard Grant Contract terms and conditions in preparing your response. A sample State of Minnesota Grant Contract is attached for your reference (See Exhibit F). Much of the language reflected in the Contract is required by statute. If you take exception to any of the terms, conditions or language in the Contract, you must indicate those exceptions in your response to this RFP (See Exhibit E); certain exceptions may result in your response being disqualified from further review and evaluation. Only those exceptions indicated in your response to this RFP will be available for discussion or negotiation. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.] CM Notice of Grant Opportunity Request for Proposal (RFP) (Revised: 08/02/2017) 5

6 Exhibit A Guidelines Certified Small Business Support Services Reimbursement Program Minnesota Department of Transportation (MnDOT) Office of Civil Rights (OCR) Guidelines for Certified Small Business Support Services Reimbursement Program Purpose: The purpose of the Certified Small Business Support Services Reimbursement Program is to provide financial assistance to certified small businesses that incur eligible expenses in an effort to increase business capacity and industry knowledge. MnDOT will reimburse up to $2,000 per certified small business per State Fiscal Year of the pre-approved eligible expenses paid by the certified small business (while funds are available). For purposes of the Certified Small Business Support Services Reimbursement Program, a certified small business is a small business that has been certified through either MnDOT OCR s Disadvantaged Business Enterprise (DBE) Program or the Minnesota Department of Administration s Targeted Group/Economically Disadvantaged/Veteran- Owned (TG/ED/VO) Small Business Procurement Program. Who Qualifies? Certified small business firm home s state must be Minnesota; Certified small business must work in Minnesota; Certified small business work must be working on or seeking work on MnDOT projects and/or contracts; Certified small business must be actively pursuing work (submitting bids, attended Meet & Greet, graduates of MnDOT Support Services Programs, have a Business Plan), is working on or have worked on MnDOT construction projects; Certified Small Business Owner or Employee (only one employee is eligible per year): 1. Employee must be employed by the certified small business firm for at least one year; and 2. Must be named on file as a key Employee at the time of the application, at the time training or assistance takes place, Key Employee is a staff at the management function level; and Key Employee must be in the qualifying position at the time of the application and at the time of the training. What Qualifies? Technical training which expand or enhance a certified small business s ability to obtain work associated with MnDOT Professional Technical contracts/projects, construction project and/or maintenance projects. The technical training must correspond with the certified small business s certification or a new area of business that would assist the business in obtaining work on MnDOT projects. Certified small business firms are required to document how the training will benefit the firm on the MnDOT projects. Marketing or website development. Other areas of assistance based on the certified small business s Business Plan (will evaluated on a case by case basis). The certified small business must receive approval from MnDOT before expenses are eligible for reimbursement. What does not qualify? 1

7 Exhibit A Guidelines Certified Small Business Support Services Reimbursement Program Advertising Clothing Trade Shows Office Furnishings Salaries/Person Benefits Utilities MnDOT will not pay for training that is offered through the MnDOT On-the-Job (OJT) Support Services Program. How much funds are available? Funding for this program is capped at $15,000 per the 2018 State Fiscal Year (SFY). (The State Fiscal year runs from July 1-June 30). The reimbursement maximum is $2,000 per certified small business per State Fiscal Year pending availability of funds. Failure to provide all information in the application will result in the application being denied. MnDOT recommends that certified small business gets approval first before registering for training or purchasing the needed services. No reimbursement will be made for training/services that took place before approval is granted. The response time for application approval is four (4) business days. Application Must Include Supporting Documentation In addition to completing the Certified Small Business Support Services Reimbursement Program Application, the applicant must include supporting documentation in order for the application to be processed: For technical training, the applicant must submit: 1. Additional documentation with the application showing the training content, cost, date(s) and time(s). For example, the training brochure, course catalog, or other published information. 2. Proof of participation in MnDOT Support Services Program and/or proof of actively bidding. For other requests, the applicant must submit: 1. Proof of participation in MnDOT Support Services Program and/or proof of actively bidding. 2

8 Exhibit B Certified Small Business Support Services Reimbursement Program Application Minnesota Department of Transportation (MnDOT) Office of Civil Rights (OCR) Certified Small Business Support Services Reimbursement Program Application Firm Name: Owner Name: Address: Date: Phone: Indicate the type of expense(s) you are seeking approval for. Training or education Marketing or website development Other: (please specify) How many MnDOT project have you bid on? How many MnDOT project have you worked on? Provide detail description about the assistance you are seeking in the box below: For technical training, you must submit: 1. Additional documentation with this application showing the training content, cost, date(s) and time(s). For example, the training brochure, course catalog, or other published information. 2. Proof of participation in MnDOT Support Services Program and/or proof of actively bidding. For other requests, you must submit: 1. Proof of participation in MnDOT Support Services Program and/or proof of actively bidding. If you have not worked on MnDOT project or are new to MnDOT, what is your goal in highway heavy work? 1

9 What is the amount of the request(s)? Exhibit B Certified Small Business Support Services Reimbursement Program Application All expenses are reviewed for approval on a case-by-case basis. Items indicated above are generally allowable. However, not all inclusive. Items below will NOT be allowed: *Advertising *Clothing *Trade Shows *Office Furnishings *Salaries/Person Benefits *Utilities Indicates how you would like to be notify: Mail Fax Pre-Approval Review (Internal use only) Date: Expense Approved Expense Denied Amount previously reimbursed in current SFY: Amount of this request: Approved not to exceed: $ $ $ Reviewer s Name: Reviewer s Signature: OCR Management Approval Signature: 2

10 STATE OF MINNESOTA AFFIDAVIT OF NONCOLLUSION Exhibit C Affidavit of Noncollusion I swear (or affirm) under the penalty of perjury: 1. That I am the Responder (if the Responder is an individual), a partner in the company (if the Responder is a partnership), or an officer or employee of the responding corporation having authority to sign on its behalf (if the Responder is a corporation); 2. That the attached proposal submitted in response to the Request for Proposals has been arrived at by the Responder independently and has been submitted without collusion with and without any agreement, understanding or planned common course of action with, any other Responder of materials, supplies, equipment or services described in the Request for Proposal, designed to limit fair and open competition; 3. That the contents of the proposal have not been communicated by the Responder or its employees or agents to any person not an employee or agent of the Responder and will not be communicated to any such persons prior to the official opening of the proposals; and 4. That I am fully informed regarding the accuracy of the statements made in this affidavit. Organization Name Authorized Signature Name Title Date Subscribed and sworn to me this (day) day of (month, year) Notary Public: My commission expires 1

11 CONFLICT OF INTEREST CHECKLIST AND DISCLOSURE FORM Exhibit D Conflict of Interest Checklist and Disclosure Form Purpose of this Checklist This checklist is provided to assist responders in screening for potential organizational conflicts of interest. The checklist is for the internal use of responders and does not need to be submitted to MnDOT, however, the Disclosure of Potential Conflict of Interest form should be submitted in a separate envelope along with your proposal. Definition of Responder As used herein, the word Responder includes both the potential Grantee and any sub grantees. Checklist is Not Exclusive Please note that this checklist serves as a guide only, and that there may be additional potential conflict situations not covered by this checklist. If a responder determines a potential conflict of interest exists that is not covered by this checklist, that potential conflict must still be disclosed. Use of the Disclosure Form A responder must complete the attached disclosure form and submit it with their Proposal (or separately as directed by MnDOT for projects not awarded through a competitive solicitation). If a responder determines a potential conflict of interest exists, it must disclose the potential conflict to MnDOT; however, such a disclosure will not necessarily disqualify a responder from being awarded a Contract. To avoid any unfair taint of the selection process, the disclosure form should be provided separate from the bound proposal, and it will not be provided to selection committee members. MnDOT s Contract Management personnel will review the disclosure and the appropriateness of the proposed mitigation measures to determine if the responder may be awarded the Contract notwithstanding the potential conflict. MnDOT s Contract Management personnel may consult with MnDOT s Project Manager and Department of Administration personnel. By statute, resolution of conflict of interest issues is ultimately at the sole discretion of the Commissioner of Administration. Material Representation The responder is required to submit the attached disclosure form either declaring, to the best of its knowledge and belief, either that no potential conflict exists, or identifying potential conflicts and proposing remedial measures to ameliorate such conflict. The responder must also update conflict information if such information changes after the submission of the proposal. Information provided on the form will constitute a material representation as to the award of this Contract. MnDOT reserves the right to cancel or amend the resulting Contract if the successful responder failed to disclose a potential conflict, which it knew or should have known about, or if the responder provided information on the disclosure form that is materially false or misleading. Approach to Reviewing Potential Conflicts MnDOT recognizes that responder s must maintain business relations with other public and private sector entities in order to continue as viable businesses. MnDOT will take this reality into account as it evaluates the appropriateness of proposed measures to mitigate potential conflicts. It is not MnDOT s intent to disqualify responders based merely on the existence of a business relationship with another entity, but rather only when such relationship causes a conflict that potentially impairs the responder s ability to provide objective advice to MnDOT. MnDOT would seek to disqualify responders only in those cases where a potential conflict cannot be adequately mitigated. Nevertheless, MnDOT must follow statutory guidance on Organizational Conflicts of Interest. Statutory Guidance Minnesota Statutes 16C.02, Subdivision 10 (a) places limits on state agencies ability to Contract with entities having an Organizational Conflict of Interest. For purposes of this checklist and disclosure requirement, the term Vendor includes Responder as defined above. Pursuant to such statute, Organizational Conflict of Interest means that because of existing or planned activities or because of relationships with other persons: (1) the vendor is unable or potentially unable to render impartial assistance or advice to the state; (2) the vendor s objectivity in performing the contract work is or might otherwise be impaired; or (3) the vendor has an unfair advantage. Additional Guidance for Professionals Licensed by the Minnesota Board of Engineering The Minnesota Board of Engineering has established conflict of interest rules applicable to those professionals licensed by the Board (see Minnesota Rules Part ) Subpart 1 of the rule provides A licensee shall avoid accepting a commission where duty to the client or the public would conflict with the personal interest of the licensee or the interest of another client. Prior to accepting such employment the licensee shall disclose to a prospective client such facts as may give rise to a conflict of interest. An organizational conflict of interest may exist in any of the following cases: 1

12 The responder, or its principals, own real property in a location where there may be a positive or adverse impact on the value of such property based on the recommendations, designs, appraisals, or other deliverables required by this Contract. The responder is providing services to another governmental or private entity and the responder knows or has reason to believe, that entity s interests are, or may be, adverse to the state s interests with respect to the specific project covered by this contract. Comment: the mere existence of a business relationship with another entity would not ordinarily need to be disclosed. Rather, this focuses on the nature of services commissioned by the other entity. For example, it would not be appropriate to propose on a MnDOT project if a local government has also retained the responder for the purpose of persuading MnDOT to stop or alter the project plans. The Contract is for right-of-way acquisition services or related services (e.g. geotechnical exploration) and the responder has an existing business relationship with a governmental or private entity that owns property to be acquired pursuant to the Contract. The responder is providing real estate or design services to a private entity, including but not limited to developers, whom the responder knows or has good reason to believe, own or are planning to purchase property affected by the project covered by this Contract, when the value or potential uses of such property may be affected by the responder s performance of work pursuant to this Contract. Property affected by the project includes property that is in, adjacent to, or in reasonable proximity to current or potential right-of-way for the project. The value or potential uses of the private entity s property may be affected by the responder s work pursuant to the Contract when such work involves providing recommendations for right-of-way acquisition, access control, and the design or location of frontage roads and interchanges. Comment: this provision does not presume responders know or have a duty to inquire as to all of the business objectives of their clients. Rather, it seeks the disclosure of information regarding cases where the responder has reason to believe that its performance of work under this Contract may materially affect the value or viability of a project it is performing for the other entity. The responder has a business arrangement with a current MnDOT employee or immediate family member of such employee, including promised future employment of such person, or a subcontracting arrangement with such person, when such arrangement is contingent on the responder being awarded this Contract. This item does not apply to preexisting employment of current or former MnDOT employees, or their immediate family members. Comment: this provision is not intended to supercede any MnDOT policies applicable to its own employees accepting outside employment. This provision is intended to focus on identifying situations where promises of employment have been made contingent on the outcome of this particular procurement. It is intended to avoid a situation where a responder may have unfair access to inside information. The responder has, in previous work for the state, been given access to data relevant to this procurement or this project that is classified as private or nonpublic under the Minnesota Government Data Practices Act, and such data potentially provides the responder with an unfair advantage in preparing a proposal for this project. Comment: this provision will not, for example, necessarily disqualify a responder who performed some preliminary work from obtaining a final design Contract, especially when the results of such previous work are public data available to all other responders. Rather, it attempts to avoid an unfair advantage when such information cannot be provided to other potential responders. Definitions of government data, public data, non-public data and private data can be found in Minnesota Statutes Chapter 13. The responder has, in previous work for the state, helped create the ground rules for this solicitation by performing work such as: writing this solicitation, or preparing evaluation criteria or evaluation guides for this solicitation. The responder, or any of its principals, because of any current or planned business arrangement, investment interest, or ownership interest in any other business, may be unable to provide objective advice to the state. [THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 2

13 DISCLOSURE OF POTENTIAL CONFLICT OF INTEREST Having had the opportunity to review the Organizational Conflict of Interest Checklist, the responder hereby indicates that it has, to the best of its knowledge and belief: Determined that no potential organizational conflict of interest exists Determined a potential organizational conflict of interest as follows Describe nature of potential conflict: Describe measures proposed to mitigate the potential conflict: Signature Date If a potential conflict has been identified, please provide name and phone number for a contact person authorized to discuss this disclosure form with MnDOT Contract personnel Signature Date 3

14 EXCEPTIONS TO TERMS AND CONDITIONS Exhibit E Exceptions to Terms and Conditions Form A Responder shall be presumed to be in agreement with the terms and conditions of the RFP unless the Responder takes specific exception to one or more of the conditions on this form. RESPONDERS ARE CAUTIONED THAT BY TAKING ANY EXCEPTION THEY MAY BE MATERIALLY DEVIATING FROM THE RFP SPECIFICATIONS. IF A RESPONDER MATERIALLY DEVIATES FROM A RFP SPECIFICATION, ITS PROPOSAL MAY BE REJECTED. A material deviation is an exception to a specification which 1) affords the Responder taking the exception a competitive advantage over other Responders, or 2) gives the State something significantly different than the State requested. INSTRUCTIONS: Responders must explicitly list all exceptions to State terms and conditions (including those found in the attached sample contract, if any. Reference the actual number of the State's term and condition and page number for which an exception(s) is being taken. If no exceptions exist, state "NONE" specifically on the form below. Whether or not exceptions are taken, the Responder must sign and date this form and submit it as part of their Proposal. (Add additional pages if necessary.) Responder Name: Term & Condition Number/Provision Explanation of Exception By signing this form, I acknowledge that the above named Responder accepts, without qualification, all terms and conditions stated in this RFP (including the sample contract) except those clearly outlined as exceptions above. Signature Title Date 1

15 STATE OF MINNESOTA GRANT AGREEMENT Exhibit F: Sample MnDOT Grant Agreement This agreement is between the State of Minnesota, acting through its Commissioner of Transportation ("State"), and [full legal name of the grantee including its address can also include a dba] ("Grantee"). RECITALS 1. Minnesota Statutes authorizes the State to enter into this agreement. 2. The State is in need of reimbursing certified small businesses who are seeking financial assistance for eligible expenses that increase their business capacity and industry knowledge so they can pursue work on Minnesota Department of Transportation (MnDOT) projects or contracts. 3. Grantee represents that it is duly qualified and agrees to perform all services described in this agreement to the satisfaction of the State. Pursuant to Minn.Stat. 16B.98, Subd.1, Grantee agrees to minimize administrative costs as a condition of this agreement. AGREEMENT TERMS Term of Agreement, Survival of Terms, and Incorporation of Exhibits 1.1 Effective Date. This agreement will be effective on [Spell out full date (e.g., August 1, 2016)], or the date the State obtains all required signatures under Minn. Stat. 16B.98, Subd. 5, whichever is later. As required by Minn.Stat. 16B.98 Subd. 7, no payments will be made to Grantee until this agreement is fully executed. Grantee must not begin work under this agreement until this agreement is fully executed and Grantee has been notified by the State s Authorized Representative to begin the work. 1.2 Expiration Date. This agreement will expire on [Spell out full date (e.g., August 1, 2016), may not exceed 5 years], or when all obligations have been satisfactorily fulfilled, whichever occurs first. 1.3 Survival of Terms. All clauses which impose obligations continuing in their nature and which must survive in order to give effect to their meaning will survive the expiration or termination of this agreement, including, without limitation, the following clauses: 8. Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 11. Workers Compensation; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure. 1.4 Exhibits. [e.g., Exhibit(s) is/are attached and incorporated into this agreement. If none, delete section 1.4] 2. Grantee s Duties 2.1 Grantee, who is not a state employee, will: be reimbursed for eligible expenses that increase their business capacity and industry knowledge so they can pursue work on Minnesota Department of Transportation (MnDOT) projects or contracts pursuant to the duties specified in Exhibit A which is attached and incorporated into this grant agreement Grantee will comply with all required grants management policies and procedures set forth through Minn.Stat. 16B.97, Subd. 4 (a) (1). 2.3 Grantee will submit written progress reports in the form of an invoice with supporting documentation that substantiate the actual costs and expenses incurred by the certified small business for approved eligible expenses. Payments will not be made under section 4.2 if a progress report is past due unless Grantee has been given a written extension by the State. 3. Time 3.1 Grantee must comply with all the time requirements described in this agreement. In the performance of this grant agreement, time is of the essence. 4. Consideration and Payment 4.1 Consideration. The State will pay for all services performed by Grantee under this agreement as follows: Compensation. Grantee will be paid according to the breakdown of costs contained in Exhibit B, which is attached and incorporated into this grant agreement Travel Expenses. Reimbursement for travel and subsistence expenses actually and necessarily incurred by Grantee as a result of this agreement will not exceed $ provided that Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the current "Commissioner s Plan promulgated by the Commissioner of Minnesota Management and Budget (MMB). Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has CM State Funds Grant Agreement (Rev. 8/29/17) 2

16 MnDOT Contract #: received the State s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. Exhibit N/A, which is attached and incorporated into this grant agreement, lists the current Minnesota Department of Transportation Reimbursement Rates for Travel Expenses Total Obligation. The total obligation of the State for all compensation and reimbursements to Grantee under this agreement will not exceed $[this must be the total of and above]. 4.2 Payment Invoices. Grantee will submit invoices for payment by to the State s Authorized Representative listed in clause 1.13 of this grant agreement. Exhibit C, which is attached and incorporated into this agreement, is the form Grantee will use to submit invoices. The State s Authorized Representative, as named in this agreement, will review each invoice against the approved grant budget, grant expenditures to-date, and the latest written progress report before approving payment. The State will promptly pay Grantee after Grantee presents an itemized invoice for the services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices will be submitted timely and according to the following schedule: upon completion of approved certification, training, or other approved expense All Invoices Subject to Audit. All invoices are subject to audit, at State s discretion State s Payment Requirements. State will promptly pay all valid obligations under this agreement as required by Minnesota Statutes 16A.124. State will make undisputed payments no later than 30 days after receiving Grantee s invoices and progress reports for services performed. If an invoice is incorrect, defective or otherwise improper, State will notify Grantee within ten days of discovering the error. After State receives the corrected invoice, State will pay Grantee within 30 days of receipt of such invoice Unexpended Funds. The Grantee must promptly return to the State at grant closeout any unexpended funds that have not been accounted for in a financial report submitted to the State Closeout. The State will determine, at its sole discretion, whether a closeout audit is required prior to final payment approval. If a closeout audit is required, final payment will be held until the audit has been completed. Monitoring of any capital assets acquired with grant funds will continue following grant closeout Contracting and Bidding Requirements. Prior to publication, Grantee will submit to State all solicitations for work to be funded by this Agreement. Prior to execution, Grantee will submit to State all contracts and subcontracts funded by this agreement between Grantee and third parties. State s Authorized Representative has the sole right to approve, disapprove, or modify any solicitation, contract, or subcontract submitted by Grantee. All contracts and subcontracts between Grantee and third parties must contain all applicable provisions of this Agreement. State s Authorized Representative will respond to a solicitation, contract, or subcontract submitted by Grantee within ten business days. 5. Conditions of Payment All services provided by Grantee under this agreement must be performed to the State s satisfaction, as determined at the sole discretion of the State s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law. 6. Authorized Representatives 6.1 The State's Authorized Representative is: [name, title, address, telephone number, ], or his/her successor. State s Authorized Representative has the responsibility to monitor Grantee s performance and the authority to accept the services provided under this agreement. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment Grantee s Authorized Representative is: [name, title, address, telephone number, ]. If Grantee s Authorized Representative changes at any time during this agreement, Grantee will immediately notify the State. 7. Assignment Amendments, Waiver, and Grant Agreement Complete 7.1. Assignment. The Grantee may neither assign nor transfer any rights or obligations under this agreement without the prior written consent of the State and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this agreement, or their successors in office. CM Grant Agreement (Revised 08/02/2017) 3

17 MnDOT Contract #: 7.2 Amendments. Any amendments to this agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original agreement, or their successors in office Waiver. If the State fails to enforce any provision of this agreement, that failure does not waive the provision or the State s right to subsequently enforce it Grant Agreement Complete. This grant agreement contains all negotiations and agreements between the State and Grantee. No other understanding regarding this agreement, whether written or oral, may be used to bind either party. 8. Liability Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney s fees incurred by the State, arising from the performance of this agreement by Grantee or Grantee s agents or employees. This clause will not be construed to bar any legal remedies Grantee may have for the State's failure to fulfill its obligations under this agreement. 9. State Audits Under Minn. Stat. 16B.98, Subd.8, the Grantee s books, records, documents, and accounting procedures and practices of Grantee, or other party relevant to this grant agreement or transaction, are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later. Grantee will take timely and appropriate action on all deficiencies identified by an audit. 10. Government Date Practices and Intellectual Property Rights Government Data Practices. Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this agreement. The civil remedies of Minn. Stat apply to the release of the data referred to in this clause by either Grantee or the State. If Grantee receives a request to release the data referred to in this section 10.1, Grantee must immediately notify the State. The State will give Grantee instructions concerning the release of the data to the requesting party before the data is released. Grantee s response to the request shall comply with applicable law Intellectual Property Rights Intellectual Property Rights. State owns all rights, title and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks and service marks in the Works and Documents created and paid for under this agreement. Works means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes and disks conceived, reduced to practice, created or originated by Grantee, its employees, agents and subcontractors, either individually or jointly with others in the performance of this agreement. Works includes Documents. Documents are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks or other materials, whether in tangible or electronic forms, prepared by Grantee, its employees, agents or subcontractors, in the performance of this agreement. The Documents will be the exclusive property of State, and Grantee upon completion or cancellation of this agreement must immediately return all such Documents to State. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be works made for hire. Grantee assigns all right, title and interest it may have in the Works and the Documents to State. Grantee must, at the request of State, execute all papers and perform all other acts necessary to transfer or record the State s ownership interest in the Works and Documents Obligations CM Grant Agreement (Revised 08/02/2017) 4

18 MnDOT Contract #: Notification. Whenever any invention, improvement or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by Grantee, including its employees and subcontractors, in the performance of this agreement, Grantee will immediately give State s Authorized Representative written notice thereof and must promptly furnish State s Authorized Representative with complete information and/or disclosure thereon Representation. Grantee must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of State and that neither Grantee nor its employees, agents or subcontractors retain any interest in and to the Works and Documents. Grantee represents and warrants that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, Grantee will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless State, at Grantee s expense, from any action or claim brought against State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. Grantee will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs and damages, including but not limited to, attorney fees. If such a claim or action arises, or in Grantee s or State s opinion is likely to arise, Grantee must, at State s discretion, either procure for State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing Works or Documents as necessary and appropriate to obviate the infringement claim. This remedy of State will be in addition to and not exclusive of other remedies provided by law. 11. Workers Compensation The Grantee certifies that it is in compliance with Minn. Stat , Subd. 2, pertaining to workers compensation insurance coverage. The Grantee s employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State s obligation or responsibility. 12. Publicity and Endorsement Publicity. Any publicity regarding the subject matter of this agreement must identify the State as the sponsoring agency and must not be released without prior written approval from the State s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this grant agreement. All projects primarily funded by state grant appropriation must publicly credit the State of Minnesota, including on the Grantee s website when practicable Endorsement. The Grantee must not claim that the State endorses its products or services. 13. Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this agreement. Venue for all legal proceedings out of this agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14. Termination; Suspension Termination by the State. The State may terminate this agreement with or without cause, upon 30 days written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed Termination for Cause. The State may immediately terminate this grant agreement if the State finds that there has been a failure to comply with the provisions of this agreement, that reasonable progress has not been made, that fraudulent or wasteful activity has occurred, that Grantee has been convicted of a criminal offense relating to a state grant agreement, or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed Termination for Insufficient Funding. The State may immediately terminate this agreement if: CM Grant Agreement (Revised 08/02/2017) 5