MINNESOTA MANAGEMENT AND BUDGET...State of Minnesota, Department of Management and Budget RFP for Municipal Advisor Services Due 2:00 P.M. CT, December 3, 2019 3 . Sales of general

MINNESOTA MANAGEMENT AND BUDGET

REQUEST FOR PROPOSALS FOR MUNICIPAL ADVISORS

Release Date: November 12, 2019 Submission Deadline: 2:00 P.M. (Central Time), December 3, 2019

For additional information, please contact:

Jennifer Hassemer Assistant Commissioner – Debt Management

[email protected]

(Refer to Section IV for complete instructions on submitting a proposal.)

Minnesota’s Commitment to Diversity and Inclusion

The State of Minnesota is committed to diversity and inclusion in its public procurement process. The goal is to ensure that those providing goods and services to the State are representative of our Minnesota communities and include businesses owned by minorities, women, veterans, and those with substantial physical disabilities. Creating broader opportunities for historically under-represented groups provides for additional options and greater competition in the marketplace, creates stronger relationships and engagement within our communities, and fosters economic development and equality.

To further this commitment, the Department of Administration operates a program for Minnesota-based small businesses owned by minorities, women, veterans, and those with substantial physical disabilities. For additional information on this program, or to determine eligibility, please call 651-296-2600 or go to www.mn.gov/admin/oep.

mailto:[email protected]


http://www.mn.gov/admin/oep

http://www.mn.gov/admin/oep

State of Minnesota, Department of Management and Budget RFP for Municipal Advisor Services Due 2:00 P.M. CT, December 3, 2019

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SECTION I – INTRODUCTION AND ISSUER BACKGROUND

Introduction

The Minnesota Department of Management and Budget (“MMB” or the “Department”) is responsible for managing the issuance of debt on behalf of the State of Minnesota (the “State”). The purpose of this procurement is to select two or more municipal advisors to assist MMB in carrying out these duties and to provide advisory services on a broad range of issues in the area of public finance. During the term of this engagement there likely will be new financing programs proposed and authorized which will require the assistance of a municipal advisor to assist in reviewing, drafting, and implementing legislation.

The firms selected to provide municipal advisory services as part of this Request for Proposal (“RFP”) process will be required to enter into a contract with the State. It is expected that the contract will be similar in scope to the scope of services listed below and for a five (5) year term.

MMB will be the client of the municipal advisory firms selected. Supervision of the firms will rest with the Assistant Commissioner of Debt Management in consultation with the Commissioner of MMB.

By engaging multiple municipal advisory firms, MMB intends to:

1) minimize the cost of issuance and maintenance of debt to the State and its taxpayers; 2) maintain and improve the credit ratings on all State obligations; 3) enhance the State’s decision-making capabilities in regards to public finance and debt

management; and 4) continually improve the State’s post-issuance compliance policies and procedures.

MMB reserves the right to assign specific credits to the selected firms based upon their experience and expertise. Each responder to the RFP (“Responder”) must have the ability to perform the full scope of services outlined below, not including any services clearly designated as optional.

Issuer Background

The State is an issuer of tax-exempt and taxable general obligation bonds, revenue bonds, annual appropriation debt (including certificates of participation (“COPs”)), and certain lease purchase programs for equipment.

All debt must be authorized by the legislature for the financing of specific projects or programs. The Minnesota Constitution (the “Constitution”), Article XI provides legal authority for the State’s general obligation debt, and Article XIV provides specific authority for the State’s trunk highway general obligation debt. Revenue bonds, annual appropriation debt, and real estate and equipment lease-purchase financings are all authorized by specific state statute. The following is a representative list of the various types of obligations previously authorized by the legislature over the last 15 years:

• Various Purpose General Obligation Bonds (major bonding bills are typically passed in the even year of each biennium)

• Trunk Highway General Obligation Bonds


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• Tobacco Securitization Bonds (refunded by state appropriation bonds) (Minn. Stat. Sec. 16A.98) • Professional Football Stadium State Appropriation Bonds (Minn. Stat. Sec. 16A.965) • State Appropriation Bonds for the Lewis & Clark Rural Water System Project (Minn. Stat. Sec.

16A.967) • Duluth Regional Exchange District State Appropriation Bonds (Minn. Stat. Sec. 16A.968) • Pay for Performance State Appropriation Bonds (Minn. Stat. Sec. 16A.96) [not issued] • Certificates of Participation for a Legislative Office Facility (Laws 2013, Ch. 143) • Certificates of Participation for Statewide Technology Systems (Minn. Stat. Sec. 16A.81) • Master Lease Program (Minn. Stat. Sec. 16A.85) • 911 Revenue Bonds (Minn. Stat. Sec. 403.275) • Retirement System Building Revenue Bonds (Minn. Stat. Sec. 356B.10) • Community Energy Efficiency and Renewable Energy Loan Revenue Bonds (Minn. Stat. Sec.

216C.146) [not issued] • State General Fund-Supported Annual Appropriation Debt Issued by Other State Entities

(Minnesota Housing Finance Agency, Minn. Stat. Sec. 462A.36 and 462A.37, and University of Minnesota, Minn. Stat. Sec. 137.50 to 137.60 and 137.61 to 137.65)

• Credit Enhancement Programs for School Districts (Minn. Stat. Sec. 126C.55) and Cities and Counties (Minn. Stat. Sec. 446A.086)

State general obligation bonds are constitutionally limited to a maximum term of 20 years. All bonds are issued as fixed rate obligations; currently, there is no authority to issue variable rate debt. Generally, the State issues debt on a competitive sale basis, but negotiated sales may be conducted as circumstances warrant. The State currently lacks authority to issue general obligation debt via negotiated sale.

MMB has operated with a series of debt management guidelines that were originally implemented in 1979. Following a period of changing economic and market conditions, as well as changes to the composition of the State’s debt portfolio over time, MMB last revised its Capital Investment Guidelines (“Guidelines”) in 2009. The Guidelines and the semiannual Debt Capacity Forecasts can be found on the MMB website at: https://mn.gov/mmb/debt-management/bonding/capital-investment/.

Various purpose and trunk highway general obligation bonds are subject to additional issuance considerations. Premium received from the sale of various purpose general obligation bonds can be used to reduce the bond issue size or can be deposited into the State’s debt service fund. The constitution prohibits the sale of trunk highway general obligation bonds for less than par, and current state statute requires that premium received on trunk highway bonds be deposited in the State’s debt service fund. State statute (Minn. Stat. Sec. 167.60) directs the Minnesota Department of Transportation to maintain a debt management policy for trunk highway bonds, which can be found online: https://www.dot.state.mn.us/policy/financial/fm007.html.

The Constitution requires a 19 month balance in the State’s debt service fund for general obligation bonds. Each December 1, the State must transfer from the General Fund to the Debt Service Fund an amount sufficient to pay all principal and interest on outstanding general obligation bonds through July 1 of the second ensuing year. This is an important factor in structuring any refunding general obligation bond transaction.

https://mn.gov/mmb/debt-management/bonding/capital-investment/

https://mn.gov/mmb/debt-management/bonding/capital-investment/

https://www.dot.state.mn.us/policy/financial/fm007.html

https://www.dot.state.mn.us/policy/financial/fm007.html


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Sales of general obligation bonds typically occur once or twice a year, with the first sale usually held in early August. If a second sale is scheduled, the bonds normally need to be closed by early November. These issuances can range from $400 million to $1 billion and include multiple series. Bond size is based upon cash flow information provided by state agencies. Sales of other types of authorized debt are scheduled around the general obligation bond sales.

As of August 20, 2019, the State had $6.5 billion outstanding of various purpose and trunk highway general obligation bonds, and $2.1 billion of authorized but unissued general obligation debt. The State also had $1.4 billion outstanding, and an additional $172 million of authorized but unissued, state supported debt including state appropriation bonds, COPs and real estate lease purchase financings.

All outstanding general obligation debt is rated by the following credit rating agencies: Standard and Poor’s (AAA), Moody’s (Aa1), and Fitch (AAA).

SECTION II – SCOPE OF SERVICES

The selected advisors will provide all municipal advisory services requested by the State. The scope of services may include, but is not limited to, the following:

1. Advise on general market conditions and outlook for bonds and lease transactions including, but not limited to, new series of bonds, refunding bonds, new financial products or financial products currently not authorized for use, market trends and investor preferences, and analysis of tax exempt versus taxable financings. Perform analysis related to such matters as requested.

2. Advise on the structuring of series including use of serial and term bonds, redemption provisions, maturity schedules, bid parameters, and other structuring options that can impact the State’s cost and credit.

3. Review outstanding bond issues for refunding opportunities and to determine the potential present value savings. Create reports to show the proposed structure of the refunding issue, sources and uses of funds, potential savings and estimated costs of issuance.

4. Assist the State in any debt defeasance opportunities in the event resources are available for such purpose.

5. Assist in any matter regarding leases, including bid structuring, and alternatives such as COPs.

6. Assist the State in meeting its short-term cash flow needs, when requested.

7. Advise on all issues relating to the marketability of MMB’s bonds, including the potential benefits of a retail sales strategy, and perform analyses related to the marketing of the bonds.

8. When requested, analyze various proposals presented by investment bankers.

9. Participate in the preparation and review of material for the Preliminary and Final Official Statements and other offering documents.

10. Advise on rating agency matters and strategies for agency meetings including, if requested, the preparation of material in final form for inclusion in a briefing book for agency visits, scheduling


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of meetings, identification and background of rating agency personnel and a synopsis of their likely concerns, and potential questions and answers.

11. Assist as needed in making presentations on proposed bond sales to rating agencies, other state agencies, elected officials, and potential purchasers of the bonds.

12. Advise on matters relating to the issuance of proposed bonds by other state agencies or entities whose debt is supported by the state, as requested.

13. Collaborate with MMB on review and preparation of disclosure documents for transactions on which the municipal advisor is not the primary.

14. Attend bond sales and assist in the evaluation of bids for competitive sales and preliminary and final pricing for negotiated sales; recommend acceptance or rejection of such offers.

15. In the case of refunding bonds, perform the following activities: (i) size the refunding bonds on the day of the competitive bid opening; (ii) purchase state and local government securities from the United States Department of the Treasury, or alternatively, open market securities to fund an escrow account; and (iii) assist in the selection of an accountant to verify the accuracy of the escrow account. The municipal advisor will not be allowed to participate as an underwriter of the refunding bonds nor participate in a selling group for the refunding bonds.

16. Complete post bond sale analyses. On negotiated sales, review underwriter performance and spread components. Provide details of comparable transactions, including performance against Municipal Market Data (“MMD”) or other appropriate indices. Detail the distribution of bonds among members of the syndicate, as well as the allocation of bonds among different types of investors. For a competitive sale, compare the results to MMD, other indices as appropriate, and other similar transactions in the market at the same time.

17. When requested, assist in the procurement and selection (including by subcontract when and as directed by MMB) of agents and services necessary or desirable for the sale and issuance of State obligations, including but not limited to, verification agents, underwriters, remarketing agents, dealers, tender agents, insurers or other credit enhancement providers, liquidity providers, printers, and electronic bidding and posting services. Review the performance of any of these agents at the request of MMB.

18. Advise on statutory and regulatory changes proposed or imposed by Congress, the U.S. Treasury, the Securities and Exchange Commission (“SEC”), the Internal Revenue Service (“IRS”) or other regulatory agencies. Provide guidance to the State on the impact of any changes and any associated compliance activities.

19. When requested, analyze various legislative proposals that include authorizing language, revenue stream and program review, financing structure and fiscal impact, and the drafting and implementation of legislation related to bonding and new bonding programs as presented by investment bankers, legislative members or staff and program benefactors.

20. Advise on other matters as required including, but not limited to, capital investment guidelines, budgeting for debt service, and alternative methods for financing capital projects other than general obligation debt.


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21. Provide assistance, and, when appropriate, training to MMB staff in order to enhance the Department’s capacity to manage a variety of bond-related activities.

22. Provide any newsletter or other informational material routinely provided to clients.

23. The State may be interested in contracting out its arbitrage rebate liability calculations, which are currently performed in-house. In this case, duties would be assisting the State in its compliance with the IRS rebate regulations, including: providing written reports describing calculation methods, delivering appropriate supporting documentation, providing IRS Form 8038-T when required, and determining any amount due to the IRS at such time as required by law.

All services will be performed only upon request of MMB. Work plans and budgets for any studies or special analyses must be approved in advance by MMB.

SECTION III – MINIMUM QUALIFICATIONS

In order to be considered as municipal advisor for the State, prospective firms must demonstrate their ability to meet each of the following criteria throughout the term of any awarded contract:

1. The firm must be registered as a Municipal Advisor in good standing with both the SEC and the Municipal Securities Rulemaking Board.

2. The firm and the personnel assigned to the State must have served as the primary municipal advisor to a minimum of three (3) states and/or large local or regional government issuers within the past three (3) years. Experience with Minnesota issuers is desirable, but not mandatory.

SECTION IV – PROPOSAL FORMAT

In order to be considered for selection, responders must submit a complete response to this RFP.

Responders are required to prepare their response to address the topics shown below. Proposals should consist of the information requested below and a second sealed cost proposal which conforms to the “Compensation” section below. Proposals should not exceed 20 one-sided pages (or 10 double sided pages) in a 12-point font. This page limit does not apply to the firm’s transmittal letter, required certifications, historical financings list, and full resumes for the project team. A response to the optional arbitrage consulting services section should not exceed 5 one-sided pages, which is in addition to the 20 page limit.

1. Transmittal Letter

A brief transmittal letter (no more than 2-3 pages) prepared on the Responder’s business stationery should accompany the proposal. The letter must be signed by an individual authorized to bind the selected Responder to all statements, including services and prices, contained in the proposal. The letter should confirm that the firm can provide the services listed in Section II above


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and indicate whether the proposal includes a response to provide the optional arbitrage rebate consulting services.

2. General Firm Qualifications

a. Confirm that your firm meets and will throughout the course of the contract, if awarded, meet all the minimum qualifications listed on page 5 of this RFP by providing affirmative statements demonstrating compliance. In addition, list the states and/or large local or regional government issuers for which the firm has served as the primary municipal advisor within the past three (3) years and provide dates of service.

b. Provide a brief description of your firm, its affiliate and subsidiary corporations, its history in providing financial advisory services, and its ownership structure. Describe any changes in ownership over the past three years. Discuss the location(s) of the office(s) from which the primary work on this engagement would be performed. Detail the staffing levels of your firm including managing directors, senior vice presidents, associates and analysts as of the date of your proposal. Explain any significant changes in staffing and/or organization of your firm during the previous three years and any anticipated changes in the next two years.

c. Provide summary resumes, subject to the response page limit, with the background and qualifications of the individuals who would be assigned to work with the State, including tenure with your firm. Identify the person who will serve as the primary day-to-day contact (name, title and contact information) and discuss the primary roles of other assigned members of your team. Indicate how the quality and availability of the staff over the term of the contract will be maintained. If key personnel previously worked at another firm where they had similar responsibility for this type of engagement, that experience may be included but must be clearly delineated as such. Full resumes may be attached as an appendix, not subject to the overall page limit.

d. Provide a list of financings for which your firm acted as Municipal Advisor from January 1, 2015 to present. This list should be attached as an appendix and is not subject to the overall page limit. Please specifically identify any Minnesota experience. Include in the list:

a. Name of issuer b. Type of financing (bonds, notes, lease obligations, etc.) c. Amount d. Purpose of the issue e. Method of sale f. Date of sale g. Ratings h. Credit structure (general obligation, revenue, etc.)

e. Describe your firm’s analytical resources and quantitative capabilities for analyzing transactions.

f. Describe the firm’s access to sources of current market information to assist in pricing negotiated sales and information to assist in the planning and execution of competitive


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sales. Disclose your affiliation or relationship with any broker dealer, including describing the firm’s dependence or reliance on other broker dealer firms or underwriting firms to obtain information on market interest rates, other factors in the bond market, and in the pricing of issues by financial advisory clients.

g. Disclose any material agreements, relationships, retainers or other employment that your firm or any employee of your firm has with any other financial advisory firm, investment banking firm, law firm, or other person or entity that conducts business in the municipal securities industry.

h. Provide information on the outcome of any litigation, regulatory or administrative proceeding, since January 1, 2015, adverse to your firm in any of the professional activities of your firm. Also, describe any pending and ongoing criminal or civil investigation, pertinent litigation, or regulatory action involving your firm or members of your firm.

i. Describe the firm’s continuing education policies and internal training programs.

j. List the organizations pertaining to municipal finance of which your firm and/or personnel assigned to the State participate as a member, officer, or sponsor and delineate their role in the organization.

3. Plan for Providing Services

a. Describe your firm’s approach to providing municipal advisory services to meet the needs of MMB.

b. The State is a regular issuer of general obligation bonds. What recommendations do you have regarding the marketing of the State’s debt? Describe the strategies you would use and/or recommend to ensure that all State obligations attract a strong market and achieve a fair price.

c. Describe the factors that would influence the method of sale you would recommend for the State’s general obligation bonds, as well as state appropriation bonds and revenue bond programs authorized from time to time. Describe the role of the municipal advisor in each method and the expected benefit to the State of using a municipal advisor.

d. Discuss your firm’s experience with large, complex refunding transactions and its approach to evaluating refunding and cash defeasance proposals. Highlight alternatives to advance refundings that your firm has experience with.

e. How would your firm assist the State in communicating with the rating agencies and investors? What recommendations would you have for the State regarding maintaining or improving the State’s credit rating?

f. Discuss your firm’s experience with transportation financings, including general obligation, revenue, and grant anticipation revenue vehicle (“GARVEE”) issuances, as well as public-private partnerships. List other state departments of transportation your firm presently serves as municipal advisor for.


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g. Describe any expertise your firm has with short-term borrowing programs, public-private partnerships, asset recycling, and energy efficiency financings, including your views on any merits, concerns or pitfalls an issuer should be aware of in these matters.

h. Briefly describe your firm’s knowledge and/or experience relating to legislation. Describe any experience in reviewing, interpreting, revising and drafting legislation related to debt programs.

i. Explain what you see as the most important challenges and opportunities facing the municipal markets and, specifically, the State over the next two years. How will your firm help the State address these issues?

j. Describe any innovative techniques or practices you have developed or used for your governmental clients.

k. Describe how your firm can be helpful on special projects requested by the State. Provide examples of any special projects or unique services provided to similar clients.

4. Optional – Arbitrage Consulting Services

a. Firm’s Experience. Summarize the firm’s experience in arbitrage rebate consulting. Provide references for at least three governmental agencies for which the firm has provided arbitrage calculations. Identify the individual(s) in the firm who would be performing the rebate calculations for the State and provide a brief description of their background and experience, location and accessibility, and at least two references. Please provide at least two sample arbitrage calculation reports prepared by the firm.

b. Schedule. Outline a schedule and typical time frame for completion of activities to comply with the arbitrage regulations. Describe in detail the nature of assistance that will be required of the State.

c. Legal Expertise. Describe the legal expertise available to the firm, specifically in regards to compliance with the arbitrage regulations, and the assurances that will be provided to the State that the work performed is consistent with federal tax law.

5. References

Provide the name, title, agency, email address and telephone number of three client references MMB may contact in connection with your proposal. Include length of relationship and a summary of your experience with the client. The list must include references related to engagements on which the proposed primary contact person played a lead role and for which the services are similar to the services expected to be provided to MMB.

6. Compensation

Please prepare a compensation proposal in the format requested in Section V, “Compensation.” This must be submitted in a separate sealed envelope.


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7. Additional Requirements

Please complete and submit any required certificates listed below and attached to this RFP and address any additional solicitation or contract requirements specified in Section IX, “Additional Proposal and Contract Requirements.”

a. Workforce Certificate Information (if proposal exceeds $100,000, including extension options)

b. Equal Pay Certificate (if proposal exceeds $500,000, including extension options) c. Affidavit of Noncollusion d. Veteran-Owned Preference Form (if applicable) e. Resident Vendor Form (if applicable) f. Exceptions to State’s Terms and Conditions

SECTION V – COMPENSATION

Firms must utilize the pricing proposal template provided as Attachment 9 when submitting their cost proposal. Fees for municipal advisory services for a securities issuance shall be contingent upon the successful closing of the securities issuance.

Upon request, the successful Responder(s) will provide services to assist MMB with special assignments, such as, but not limited to, bond calls and defeasances (not related to a State refunding issuance), post issuance compliance matters, arbitrage issues, investor relations, audits, federal and regulatory initiatives, legislative analysis, general market condition insights and review of investment banker proposals, drafting of policies, and trainings. These special assignments shall be charged at a blended hourly rate with an agreed upon maximum cost.

In-state travel and other administrative costs will not be reimbursed. Travel and expenses outside of Minnesota must have received prior written approval from MMB before it takes place to be eligible for reimbursement. Reimbursement for travel and subsistence expenses actually incurred in performance of a contract is limited to the current “Commissioner’s Plan” promulgated by the Commissioner of MMB: https://mn.gov/mmb/employee-relations/labor-relations/labor/commissioners-plan.jsp.

The contract will be issued on a not-to-exceed basis as well as a not-to-exceed basis per bond series. Payments to the municipal advisor(s) will be made from bond sale expense appropriations or from bond proceeds after closing of each issue and/or completion of the specific project.

Additional fees outside the scope of Responder’s cost proposal or fees in excess of the maximum/not to exceed amounts listed in any resulting contract, which are deemed necessary due to added complexity of an issuance, must be agreed upon in writing by MMB, prior to services being rendered.

Optional – Provide a breakdown of all estimated fees and costs for the proposed arbitrage consulting services. Please distinguish between fees for annual calculations, interim calculations, five year rebate calculations, and yield reduction calculations. Specify whether there is an additional fee, and the amount of the fee, for providing IRS Form 8038-T when any payment is due. State whether lower fees

https://mn.gov/mmb/employee-relations/labor-relations/labor/commissioners-plan.jsp

https://mn.gov/mmb/employee-relations/labor-relations/labor/commissioners-plan.jsp


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apply in cases where the construction funds have been depleted within a spend down period. The State would prefer a fixed transaction fee. If fees are quoted on an hourly basis, specify a “not-to-exceed” figure along with your estimate of the time required. Please indicate whether your fee is negotiable and if the State can qualify for any discounts.

State will not be responsible for any costs incurred by an offer or in preparing and submitting a proposal in response to this RFP.

SECTION VI – EVALUATION AND AWARD CRITERIA

MMB will select the top scoring Responder(s) whose proposal demonstrates clear capability to best fulfill the purposes of the RFP in a cost-effective manner (the successful Responder(s) will be the “Vendor(s)”).

Selection Criteria

All responsive proposals received by the deadline will be reviewed and evaluated by a Selection Committee. The Selection Committee will recommend proposals that most closely meet the requirements of MMB. The State reserves the right, based on the scores of the proposals, to create a short-listing of Vendors who have received the highest scores to interview, or conduct demonstrations/presentations. The State reserves the right to seek best and final offers from one or more Responders. A 100-point scale will be used to create the final evaluation recommendation. The selection will be based upon the criteria factors and percentages outlined below.

The selection criteria have been broken into two parts. If the Responder satisfies Part 1, they will then be evaluated on the selection criteria in Part 2. If the Responder has been rated as “Not Satisfying Requirement” for any aspect of Part 1, that Responder will not be evaluated under the selection criteria in Part 2.

Part 1: Proposals must be received on or before the due date and time specified in this RFP. Proposals will first be reviewed for responsiveness to determine if minimum requirements have been met. Firms must meet the minimum qualification requirements set forth on page 5 of the RFP. For each element in the Minimum Qualifications section, the Selection Committee will determine whether the response provided satisfies or does not satisfy the requirements. A proposal that does not satisfy all the required minimum qualifications will not be considered further.

Part 2: If the above criterion is satisfactorily met, the selection criteria will then be:

a. General Firm Qualifications. (35%) b. Plan for Providing Services. (30%) c. References. (5%) d. Cost Proposal. (30%)


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For the arbitrage consulting services, if the State elects to enter into a contract for these services, the selection criteria will be as follows:

a. Firm’s Experience. (35%) b. Schedule. (5%) c. Legal Expertise. (20%) d. Cost Proposal. (40%)

Award

MMB reserves the right to select one or more top scoring Responders deemed to be fully qualified and best-suited among those submitting proposals based on the evaluation criteria. MMB may select multiple firms to provide the desired services for different financing programs. The state reserves the right to accept or reject responses in whole or in part and to negotiate separately as necessary to serve the best interests of the State of Minnesota.

Projected Timetable

RFP E-Mailed and Published in State Register Tuesday, November 12 Questions on RFP Due Tuesday, November 19 MMB Response to Questions (in form of

Addendum to RFP) Tuesday, November 26

Municipal Advisor Proposals Due (2:00 P.M. CT) Tuesday, December 3 Evaluation of Proposals Week of December 9 Interviews (if necessary) Week of December 16 Municipal Advisors Selected By Monday, December 23 Contract(s) Executed By January 3, 2020

SECTION VII – SUBMISSION OF RESPONSES

In order to be considered for selection, proposals must arrive at MMB’s offices on or before 2 P.M. CT, on Tuesday, December 3, 2019. Responders mailing proposals should allow for normal mail delivery time to ensure timely receipt. Late responses will not be considered and they will, upon request, be returned unopened to the Responder. Machine facsimile or e-mail proposals will not be considered.

Proposals are to be sealed in mailing envelopes or packages with the Responder's name and address clearly written on the outside. One original and four copies of each response must be included. Please also include an electronic copy in searchable PDF format on a CD or USB flash drive. The cost proposal section of your proposal should be delivered with your response in a separate sealed envelope. The original proposal must be signed, in ink, by an authorized member of the firm. Prices and terms of the proposal as stated must be valid for the length of any resulting contract.


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All responses must be in writing and delivered to:

Jennifer Hassemer Assistant Commissioner

Minnesota Management and Budget 400 Centennial Building

658 Cedar Street Saint Paul, MN 55155

Questions concerning this response should be directed to Jennifer Hassemer at [email protected] by Tuesday, November 19, 2019. No other staff should be contacted prior to submittal of the proposal.

Upon issuance of the RFP until notification of the results of the RFP, MMB will not be accepting any meetings or phone calls from potential responders. For municipal advisors currently under contract with MMB through December 31, 2019, MMB will be able to consult with them for services they are currently providing pursuant to the contract.

The State reserves the right to reject any and all proposals at its discretion and cancel this RFP if it is determined to be in the best interests of the State. It is further understood by the selected firm that no fees or costs will be paid to the selected firm if the bonds do not close and that the selected firm will only be paid by the State upon successful completion of the financing.

SECTION VIII – ADDITIONAL PROPOSAL AND CONTRACT REQUIREMENTS

Duration of Offer

All proposals must indicate that they are valid for a minimum of ninety (180) calendar days.

Affidavit of Noncollusion (Attachment 3)

Each Responder must complete the attached Affidavit of Noncollusion and include it with the response.

Conflicts of Interest

Responder 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. The list should indicate the name of the entity, the relationship, and a discussion of the conflict. The Vendor shall not be involved in litigation against the State nor have other engagements which would conflict with the interests of the State. Vendor will be responsible for notifying MMB in writing of material changes in ownership, organization, personnel, litigation or conflicts, or any other material changes or developments, as soon as possible but in all cases no later than within thirty days of their occurrence.




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During the term of any contract with the State for municipal advisory services, a Vendor, including its parent, subsidiaries, and affiliates, if any, may not, without the prior written consent of MMB be an underwriter or member of an underwriting syndicate for the financing transactions upon which the selected Responder(s) has advised MMB.

Proposal Contents

By submission of a proposal, Responder warrants that the information provided is true, correct and reliable for purposes of evaluation for potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from the award as well as subject the Responder to suspension or debarment proceedings or any other remedies available by law.

Disposition of Responses

All materials submitted in response to this RFP will become property of the State and will become public record in accordance with Minnesota Statutes, Section 13.591, after the evaluation process is completed. Pursuant to the statute, completion of the evaluation process occurs when the government entity has completed negotiating the contract with the selected vendor. 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, Section 13.37, the Responder must:

• 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 will not consider the prices submitted by the Responder to be proprietary or trade secret materials.

Notwithstanding the above, if the State contracting party is part of the judicial branch, the release of data shall be in accordance with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time.

Contingency Fees Prohibited

Pursuant to Minnesota Statutes, Section 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.


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Sample Contract (Attachment 5)

You should be aware of the State’s standard contract terms and conditions in preparing your response. A sample State of Minnesota Professional/Technical Services Contract is attached for your reference. Much of the language reflected in the contract is required by statute.

Exceptions to State’s Terms and Conditions (Attachment 8)

Responders must explicitly list all exceptions to State terms and conditions (including those found in the attached sample contract, if any). If no exceptions exist, state "NONE" specifically on the attachment. Whether or not exceptions are taken, the Responder must sign and date this form and submit it as part of their response. Certain exceptions may result in your proposal being disqualified from further review and evaluation. Only those exceptions indicated on the attachment will be available for discussion or negotiation.

Reimbursements

Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Vendor as a result of the contract will be in no greater amount than provided in the current “Commissioner’s Plan” promulgated by the Commissioner of MMB. Reimbursements will not be made for travel and subsistence expenses incurred outside Minnesota unless it has received the State’s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state.

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 the State, or the vendor’s objectivity in performing the contract work is or might be otherwise impaired, or the vendor 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 the Assistant Director of the Department of Administration’s Office of State Procurement (“OSP”) which must include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the State may, at its discretion, cancel the contract. In the event the Vendor was aware of an organizational conflict of interest prior to the award of the contract and did not disclose the conflict to OSP, the State 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 the State’s rights.


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State Audit

Under Minnesota Statutes, Section 16C.05, subd. 5, the Vendor’s books, records, documents and accounting procedures and practices relevant to the contract, including the work papers prepared in connection with the Vendor’s internal and/or external auditors 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 contract.

Workforce Certification (Attachment 1)

For all contracts estimated to be in excess of $100,000, Responders are required to complete the attached Affirmative Action Data page and return it with the response. As required by Minnesota Rule 5000.3600, “It is hereby agreed between the parties that Minnesota Statutes, Section 363A.36 and Minnesota Rule, parts 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minnesota Statutes, Section 363A.36 and Minnesota Rule, parts 5000.3400 to 5000.3600 are available upon request from the contracting agency.”

Equal Pay Certification (Attachment 2)

If the Response to this solicitation could be in excess of $500,000, the Responder must obtain an Equal Pay Certificate from the Minnesota Department of Human Rights (“MDHR”) or claim an exemption prior to contract execution. A Responder is exempt if it has not employed more than 40 full-time employees on any single working day in one state during the previous 12 months. Please contact MDHR with questions at: 651-539-1095 (metro), 1-800-657-3704 (toll free), 711 or 1-800-627-3529 (MN Relay) or at [email protected].

Firm Proposal/Response

Prices quoted in the response to the RFP must be valid for up to ninety (180) days from the date of the response opening, unless extended by the Responder or accepted by the State. After the State has accepted the proposal the prices quoted herein are the maximum that can be charged during the life of the contract.

Preference to Targeted Group and Economically Disadvantaged Business and Individuals

In accordance with Minnesota Rules, part 1230.1810, subpart B and Minnesota Rules, part 1230.1830, certified Targeted Group Businesses and individuals submitting proposals as prime contractors will receive a six percent preference in the evaluation of their proposal, and certified Economically Disadvantaged Businesses and individuals submitting proposals as prime contractors will receive a six percent preference in the evaluation of their proposal. Eligible Targeted Group businesses must be currently certified by the Office of State Procurement prior to the solicitation opening date and time. For information regarding certification, contact the Office of State Procurement Helpline at 651.296.2600, or you may reach the Helpline by email at [email protected]. For TTY/TDD communications, contact the Helpline through the Minnesota Relay Services at 1.800.627.3529.






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Veteran-Owned Preference (Attachment 4)

In accordance with Minnesota Statutes, Section 16C.16, subd. 6a(a), except when mandated by the federal government as a condition of receiving federal funds, the commissioner shall award up to a six percent preference on state procurement to certified small businesses that are majority-owned and operated by veterans.

In accordance with Minnesota Statutes, Section 16C.19(d), a veteran-owned small business, the principal place of business of which is in Minnesota, is certified if it has been verified by the United States Department of Veterans Affairs as being either a veteran-owned small business or a service disabled veteran-owned small business, in accordance with Public Law 109-461 and Code of Federal Regulations, title 38, part 74.

To receive a preference the veteran-owned small business must meet the statutory requirements above by the solicitation opening date and time.

If you are claiming the veteran-owned preference, attach documentation, sign and return the Veteran-Owned Preference Form with your response to the solicitation. Only eligible veteran-owned small businesses that meet the statutory requirements and provide adequate documentation will be given the preference.

Insurance Requirements

A. Vendor shall not commence work under the contract until they have obtained all the insurance described below and the State of Minnesota has approved such insurance. Vendor shall maintain such insurance in force and effect throughout the term of the contract.

B. Vendor is required to maintain and furnish satisfactory evidence of the following insurance policies:

1. Workers’ Compensation Insurance: Except as provided below, Vendor must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, Vendor will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:

$100,000 – Bodily Injury by Disease per employee $500,000 – Bodily Injury by Disease aggregate $100,000 – Bodily Injury by Accident

If Minnesota Statutes, Section 176.041 exempts Vendor from Workers’ Compensation insurance or if the Vendor has no employees in the State of Minnesota, Vendor must provide a written statement, signed by an authorized representative, indicating the


17

qualifying exemption that excludes Vendor from the Minnesota Workers’ Compensation requirements.

If during the course of the contract the Vendor becomes eligible for Workers’ Compensation, the Vendor must comply with the Workers’ Compensation Insurance requirements herein and provide the State of Minnesota with a certificate of insurance.

2. Commercial General Liability Insurance: Vendor is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Vendor or by a subcontractor or by anyone directly or indirectly employed by the Vendor under the contract. Insurance minimum limits are as follows:

$2,000,000 – per occurrence $2,000,000 – annual aggregate $2,000,000 – annual aggregate – Products/Completed Operations

The following coverages shall be included:

Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability Other; if applicable, please list__________________________________ State of Minnesota named as an Additional Insured, to the extent permitted by law

3. Commercial Automobile Liability Insurance: Vendor is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned, hired, and non-owned autos which may arise from operations under this contract, and in case any work is subcontracted the Vendor will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows:

$2,000,000 – per occurrence Combined Single limit for Bodily Injury and Property Damage

In addition, the following coverages should be included:

Owned, Hired, and Non-owned Automobile

4. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability Insurance: This policy will provide coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under the contract.


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Vendor is required to carry the following minimum limits:

$2,000,000 – per claim or event $2,000,000 – annual aggregate

Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the State. If the Vendor desires authority from the State to have a deductible in a higher amount, the Vendor 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 Vendor 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 Vendor 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 Vendor to fulfill this requirement.

C. Additional Insurance Conditions:

• Vendor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to the State of Minnesota with respect to any claim arising out of Vendor’s performance under this contract;

• If Vendor receives a cancellation notice from an insurance carrier affording coverage herein, Vendor agrees to notify the State of Minnesota within five (5) business days with a copy of the cancellation notice, unless Vendor’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) days advance written notice to the State of Minnesota;

• Vendor is responsible for payment of Contract related insurance premiums and deductibles; • If Vendor is self-insured, a Certificate of Self-Insurance must be attached; • Vendor’s policy(ies) shall include legal defense fees in addition to its liability policy limits,

with the exception of B.4 above; • Vendor shall obtain insurance policy(ies) from insurance company(ies) having an “AM BEST”

rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in the State of Minnesota; and

• An Umbrella or Excess Liability insurance policy may be used to supplement the Vendor’s policy limits to satisfy the full policy limits required by the Contract.

D. The State reserves the right to immediately terminate the contract if the Vendor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Vendor. All insurance policies must be open to inspection by the State, and copies of policies must be submitted to the State’s authorized representative upon written request.

E. The Vendor is required to submit Certificates of Insurance acceptable to the State as evidence of insurance coverage requirements prior to commencing work under the contract.


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E-Verify Certification (In accordance with Minnesota Statutes, Section 16C.075)

By submission of a proposal for services in excess of $50,000, Responder certifies that as of the date of services performed on behalf of the State, Responder and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State. In the event of contract award, Vendor shall be responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc. All subcontractor certifications must be kept on file with Vendor and made available to the State upon request.

Certification of Nondiscrimination (In accordance with Minnesota Statutes, Section 16C.053)

If the Response could be in excess of $50,000, Responder certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the Responder’s business. For purposes of this section, “discrimination” includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

Diverse Spend Reporting

Diverse spend requirements may apply to this contract if the total value of the services provided exceeds $500,000. If this requirement applies, Vendor must track and report, on a quarterly basis, the amount spent with diverse small businesses. Vendor will be provided free access to a portal for this purpose, and the requirement will continue as long as the contract is in effect. Visit the Department of Administration’s Office of Equity in Procurement website for further information: https://mn.gov/admin/business/vendor-info/oep/spend/.

http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc


https://mn.gov/admin/business/vendor-info/oep/spend/

https://mn.gov/admin/business/vendor-info/oep/spend/

Attachment 1

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State of Minnesota – Workforce Certificate Information Required by state law for ALL bids or proposals that could exceed $100,000

Complete this form and return it with your bid or proposal. The State of Minnesota is under no obligation to delay proceeding with a contract until a company becomes compliant with the Workforce Certification requirements in Minn. Stat. §363A.36.

BOX A – COMPANIES that have employed more than 40 full-time employees WITHIN MINNESOTA on any single working day during the previous 12 months, check one option below:

☐ Attached is our current Workforce Certificate issued by the Minnesota Department of Human Rights (MDHR). ☐ Attached is confirmation that MDHR received our application for a Minnesota Workforce Certificate on

(date).

BOX B – NON-MINNESOTA COMPANIES that have employed more than 40 full-time employees on a single working day during the previous 12 months in the state where it has its primary place of business, check one option below: ☐ Attached is our current Workforce Certificate issued by MDHR. ☐ We certify we are in compliance with federal affirmative action requirements.

BOX C – EXEMPT COMPANIES that have not employed more than 40 full-time employees on a single working day in any state during the previous 12 months, check option below if applicable: ☐ We attest we are exempt. If our company is awarded a contract, upon request, we will submit to MDHR within 5

business days after the contract is fully signed, the names of our employees during the previous 12 months, the date of separation, if applicable, and the state in which the persons were employed. Send to [email protected].

By signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of your company.

Name of Company: Date Authorized Signature: Telephone number: Printed Name: Title:

For assistance with this form, contact: Minnesota Department of Human Rights, Compliance Services TC Metro: (651) 539-1095 Toll Free: 800-657-3704 Web: http://mn.gov/mdhr TTY: (651) 296-1283 Email: [email protected]

Workforce Certification, Revised 9/18



http://www.humanrights.state.mn.us/

http://www.humanrights.state.mn.us/



Attachment 2

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State of Minnesota – Equal Pay Certificate

If your response could be in excess of $500,000, please complete and submit this form with your submission. It is your sole responsibility to provide the information requested and when necessary to obtain an Equal Pay Certificate (Equal Pay Certificate) from the Minnesota Department of Human Rights (MDHR) prior to contract execution. You must supply this document with your submission. Please contact MDHR with questions at: 651-539-1095 (metro), 1-800-657-3704 (toll free), 711 or 1-800-627-3529 (MN Relay) or at [email protected].

Option A – If you have employed more than 40 full-time employees on any single working day in one state during the previous 12 months, please check the applicable box below:

Attached is our current MDHR Equal Pay Certificate.

Attached is MDHR’s confirmation of our Equal Pay Certificate application.

Option B – If you have not employed more than 40 full-time employees on any single working day in one state during the previous 12 months, please check the box below.

We are exempt. We agree that if we are selected we will submit to MDHR within five (5) business days of final contract execution, the names of our employees during the previous 12 months, date of separation if applicable, and the state in which the persons were employed. Documentation should be sent to [email protected].

The State of Minnesota reserves the right to request additional information from you. If you are unable to check any of the preceding boxes, please contact MDHR to avoid a determination that a contract with your organization cannot be executed.

Your signature certifies that you are authorized to make the representations, the information provided is accurate, the State of Minnesota can rely upon the information provided, and the State of Minnesota may take action to suspend or revoke any agreement with you for any false information provided.

Authorized Signature Printed Name Title

Organization MN/FED Tax ID# Date

Issuing Entity Project # or Lease Address





Attachment 3

22

STATE OF MINNESOTA 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.

Responder’s Firm Name:___________________________________________

Authorized Representative (Please Print) ______________________________

Authorized Signature: _____________________________________________

Date: __________________

Subscribed and sworn to me this ________ day of ___________

Notary Public Signature: ________________________________

My commission expires: ________

Attachment 4

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STATE OF MINNESOTA VETERAN-OWNED PREFERENCE FORM

Unless a greater preference is applicable and allowed by law, in accordance with Minn. Stat. §16C.16, subd. 6a, the Commissioner of Administration will award a 6% preference on state procurement to certified small businesses that are majority owned and operated by veterans.

Veteran-Owned Preference Requirements - See Minn. Stat. § 16C.19(d):

1) The business has been certified by the Office of Equity in Procurement (OEP) as being a veteran-owned or service-disabled veteran-owned small business. and

2) The principal place of business is in Minnesota and the United States Department of Veterans Affairs verifies the business as being a veteran-owned or service-disabled veteran owned small business under Public Law 109-461 and Code of Federal Regulations, title 38, part 74.

Statutory requirements and appropriate documentation must be met by the solicitation response due date and time to be awarded the veteran-owned preference. The preference applies only to the first $500,000 of a solicitation response.

Claim the Preference

By signing below I confirm that:

My company is claiming the veteran-owned preference afforded by Minn. Stat. § 16C.16, subd. 6a. By making this claim, I verify that:

• The business has been certified by the Office of Equity in Procurement (OEP) as being a veteran-owned or service-disabled veteran-owned small business. or

• My company’s principal place of business is in Minnesota; and • The United States Department of Veteran’s Affairs verifies my company as being

a veteran-owned small business. (Supported By Attached Documentation)

Name of Company: _____________________________ Date: __________________________

Authorized Signature: _____________________________ Telephone: _____________________

Printed Name: _____________________________ Title: __________________________

Attach documentation, sign, and return this form with your solicitation response to claim the veteran-owned preference.

Attachment 5

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Professional and Technical Services Contract

State of Minnesota

SWIFT Contract No.:

This Contract is between the State of Minnesota, acting through its _________________________________ (“State”) and ________________________________________________ (“Contractor”).

Recitals

1. Under Minn. Stat. § 15.061 the State is empowered to engage such assistance as deemed necessary. 2. The State is in need of ______________________________________________________________________. 3. The Contractor represents that it is duly qualified and agrees to perform all services described in this Contract to the

satisfaction of the State.

Contract

1. Term of Contract 1.1 Effective date: ___________________________, or the date the State obtains all required signatures under

Minn. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Contract until this Contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin the work.

1.2 Expiration date: ___________________________, or until all obligations have been satisfactorily fulfilled, whichever occurs first.

1.3 Survival of terms: The following clauses survive the expiration or cancellation of this Contract: 8. Indemnification; 9. State audits; 10. Government data practices and intellectual property; 14. Publicity and endorsement; 15. Governing law, jurisdiction, and venue; and 16. Data disclosure.

2. Contractor’s duties The Contractor, who is not a State employee, will: ________________________________________________________________________________________ ________________________________________________________________________________________

3. Time The Contractor must comply with all the time requirements described in this Contract. In the performance of this Contract, time is of the essence.

4. Consideration and payment 4.1 Consideration. The State will pay for all services performed by the Contractor under this Contract as follows:

(a) Compensation. The Contractor will be paid $_____________. (b) Travel expenses. Reimbursement for travel and subsistence expenses actually and necessarily incurred by

the Contractor as a result of this Contract will not exceed $______________; provided that the Contractor 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” established by the Commissioner of Minnesota Management and Budget which is incorporated in to this Contract by reference. The Contractor will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received the State’s prior written approval for out-of-state travel. Minnesota will be considered the home state for determining whether travel is out of state.

(c) Total obligation. The total obligation of the State for all compensation and reimbursements to the Contractor under this Contract will not exceed $ _______________.

4.2 Payment. (a) Invoices. The State will promptly pay the Contractor after the Contractor presents an itemized invoice for the

services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices must be submitted timely and according to the following schedule: ___________________________________________________________________________________ ___________________________________________________________________________________

Attachment 5

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(b) Retainage. Under Minn. Stat. § 16C.08, subd. 5(b), no more than 90 percent of the amount due under this Contract may be paid until the final product of this Contract has been reviewed by the State’s agency head. The balance due will be paid when the State’s agency head determines that the Contractor has satisfactorily fulfilled all the terms of this Contract.

(c) Federal funds. (Where applicable, if blank this section does not apply.) Payments under this Contract will be made from federal funds obtained by the State through ____________________________________. The Contractor is responsible for compliance with all federal requirements imposed on these funds and accepts full financial responsibility for any requirements imposed by the Contractor’s failure to comply with federal requirements.

5. Conditions of payment All services provided by the Contractor under this Contract 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 including business registration requirements of the Office of the Secretary of State. The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

6. Authorized Representative The State's Authorized Representative is __________________________________________________, or his/her successor, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services provided under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

The Contractor's Authorized Representative is ______________________________________________, or his/her successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

7. Assignment, amendments, waiver, and contract complete 7.1 Assignment. The Contractor may neither assign nor transfer any rights or obligations under this Contract without

the prior consent of the State and a fully executed assignment agreement, executed and approved by the same parties who executed and approved this Contract, or their successors in office.

7.2 Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Contract, or their successors in office.

7.3 Waiver. If the State fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it.

7.4 Contract complete. This Contract contains all negotiations and agreements between the State and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

8. Indemnification In the performance of this Contract by Contractor, or Contractor’s agents or employees, the Contractor must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the State, to the extent caused by Contractor’s:

a) Intentional, willful, or negligent acts or omissions; or b) Actions that give rise to strict liability; or c) Breach of contract or warranty.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the State’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the State’s failure to fulfill its obligation under this Contract.

9. State audits Under Minn. Stat. § 16C.05, subd. 5, the Contractor’s books, records, documents, and accounting procedures and practices relevant to this Contract 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 Contract.

10. Government data practices and intellectual property 10.1 Government data practices. The Contractor and State must comply with the Minnesota Government Data

Practices Act, Minn. Stat. ch. 13, (or, if the State contracting party is part of the Judicial Branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the State under this Contract, and as it applies

Attachment 5

26

to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor under this Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. ch. 13, by either the Contractor or the State.

If the Contractor receives a request to release the data referred to in this clause, the Contractor must immediately notify and consult with the State’s Authorized Representative as to how the Contractor should respond to the request. The Contractor’s response to the request shall comply with applicable law.

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

including copyrights, patents, trade secrets, trademarks, and service marks in the works and documents created and paid for under this Contract. The “works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the Contractor, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Contract. “Works” includes documents. The “documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Contractor, its employees, agents, or subcontractors, in the performance of this Contract. The documents will be the exclusive property of the State and all such documents must be immediately returned to the State by the Contractor upon completion or cancellation of this Contract. To the extent possible, those works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Contractor assigns all right, title, and interest it may have in the works and the documents to the State. The Contractor must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the works and documents.

(b) Obligations (1) Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or

conceived for the first time or actually or constructively reduced to practice by the Contractor, including its employees and subcontractors, in the performance of this Contract, the Contractor will immediately give the State’s Authorized Representative written notice thereof, and must promptly furnish the State’s Authorized Representative with complete information and/or disclosure thereon.

(2) Representation. The Contractor must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the works and documents are the sole property of the State, and that neither Contractor nor its employees, agents, or subcontractors retain any interest in and to the works and documents. The Contractor represents and warrants that the works and documents do not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, the Contractor will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Contractor’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.

11. Workers’ compensation and other insurance Contractor certifies that it is in compliance with all insurance requirements specified in the solicitation document relevant to this Contract. Contractor shall not commence work under the Contract until they have obtained all the insurance specified in the solicitation document. Contractor shall maintain such insurance in force and effect throughout the term of the Contract.

Further, the Contractor certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers’ compensation insurance coverage. The Contractor’s employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees or agents and any claims made by any third party as a consequence of any act or omission on the part of these employees or agents are in no way the State’s obligation or responsibility.

12. Debarment by State, its departments, commissions, agencies, or political subdivisions

Attachment 5

27

Contractor certifies that neither it nor its principals is presently debarred or suspended by the State, or any of its departments, commissions, agencies, or political subdivisions. Contractor’s certification is a material representation upon which the Contract award was based. Contractor shall provide immediate written notice to the State’s Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.

13. Certification regarding debarment, suspension, ineligibility, and voluntary exclusion Federal money will be used or may potentially be used to pay for all or part of the work under the Contract, therefore Contractor certifies that it is in compliance with federal requirements on debarment, suspension, ineligibility and voluntary exclusion specified in the solicitation document implementing Executive Order 12549. Contractor’s certification is a material representation upon which the Contract award was based.

14. Publicity and endorsement 14.1 Publicity. Any publicity regarding the subject matter of this Contract must identify the State as the sponsoring

agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

14.2 Endorsement. The Contractor must not claim that the State endorses its products or services.

15. Governing law, jurisdiction, and venue Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

16. Data disclosure Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies, and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

17. Payment to subcontractors (If applicable) As required by Minn. Stat. § 16A.1245, the prime Contractor must pay all subcontractors, less any retainage, within 10 calendar days of the prime Contractor's receipt of payment from the State for undisputed services provided by the subcontractor(s) and must pay interest at the rate of one and one-half percent per month or any part of a month to the subcontractor(s) on any undisputed amount not paid on time to the subcontractor(s).

18. Termination 18.1 Termination by the State. The State or Commissioner of Administration may cancel this Contract at any time,

with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

18.2 Termination for insufficient funding. The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding within a reasonable time of the State’s receiving that notice.

19. Non-discrimination (In accordance with Minn. Stat. § 181.59) The Contractor will comply with the provisions of Minn. Stat. § 181.59 which require:

“Every contract for or on behalf of the state of Minnesota, or any county, city, town, township, school, school district, or any other district in the state, for materials, supplies, or construction shall contain provisions by which the contractor agrees:

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(1) that, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier, or vendor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates;

(2) that no contractor, material supplier, or vendor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent, the person or persons from the performance of work under any contract on account of race, creed, or color;

(3) that a violation of this section is a misdemeanor; and

(4) that this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract.”

[Delete this section if your total Contract value is under $100,000]

20. Affirmative action requirements for contracts in excess of $100,000 and if the Contractor has more than 40 full-time employees in Minnesota or its principal place of business The State intends to carry out its responsibility for requiring affirmative action by its contractors. 20.1 Covered contracts and contractors. If the Contract exceeds $100,000 and the Contractor employed more than

40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A. 36 and Minn. R. 5000.3400-5000.3600. A contractor covered by Minn. Stat. § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.

20.2 Minn. R. 5000.3400-5000.3600. (A)General. Minn. R. 5000.3400-5000.3600 implements Minn. Stat. § 363A.36. These rules include, but are not

limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559.

(B)Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers. (1) The Contractor must not discriminate against any employee or applicant for employment because of

physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(2) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

(3) In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36, and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

(4) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Commissioner. Such notices must state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees.

(5) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36, of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

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(C)Consequences. The consequences for the Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by the Commissioner, refusal by the Commissioner to approve subsequent plans, and termination of all or part of this Contract by the Commissioner or the State.

(D)Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance.

21. E-Verify certification (In accordance with Minn. Stat. § 16C.075) For services valued in excess of $50,000, Contractor certifies that as of the date of services performed on behalf of the State, Contractor and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify Program for all newly hired employees in the United States who will perform work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request.

22. Certification of Nondiscrimination (In accordance with Minn. Stat. § 16C.053) The following term applies to any contract for which the value, including all extensions, is $50,000 or more: Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

23. Diverse Spend Reporting Diverse spend requirements may apply to this contract if and when the total value of the services provided exceeds $500,000. If this requirement applies, Contractor must track and report, on a quarterly basis, the amount spent with diverse small businesses, pursuant to procedures established by the Department of Administration’s Office of Equity in Procurement. Contractor will be provided free access to a portal for this purpose, and the requirement will continue as long as the contract is in effect.

24. Conflicts of Interest Contractor shall not be involved in litigation against the State nor have other engagements which would conflict with the interests of the State. Contractor shall notify State in writing of material changes in ownership, organization, personnel, litigation or conflicts, or any other material changes or developments, as soon as possible but in all cases no later than within thirty days of their occurrence.

25. Underwriting Activities During the term of this contract, Contractor, including its parent, subsidiaries, and affiliates, if any, may not, without the prior written consent of State be an underwriter or member of an underwriting syndicate for the financing transactions upon which the Contractor has advised State.

[Signatures as required by the State.]



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STATE OF MINNESOTA RESIDENT VENDOR FORM

In accordance with Laws of Minnesota 2013, Chapter 142, Article 3, Section 16, amending Minn. Stat. § 16C.02, subd. 13, a “Resident Vendor” means a person, firm, or corporation that:

(1) is authorized to conduct business in the state of Minnesota on the date a solicitation for a contract is first advertised or announced. It includes a foreign corporation duly authorized to engage in business in Minnesota;

(2) has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought;

(3) has a business address in the state; and (4) has affirmatively claimed that status in the bid or proposal submission.

To receive recognition as a Minnesota Resident Vendor (“Resident Vendor”), your company must meet each element of the statutory definition above by the solicitation opening date and time. If you wish to affirmatively claim Resident Vendor status, you should do so by submitting this form with your bid or proposal.

Resident Vendor status may be considered for purposes of resolving tied low bids or the application of a reciprocal preference.

I HEREBY CERTIFY THAT THE COMPANY LISTED BELOW:

1. Is authorized to conduct business in the State of Minnesota on the date a solicitation for a contract is first advertised or announced. (This includes a foreign corporation duly authorized to engage in business in Minnesota.) ___Yes ___No (must check yes or no)

2. Has paid unemployment taxes or income taxes in the State of Minnesota during the 12 calendar months immediately preceding submission of the bid or proposal for which any preference is sought. ___Yes ___No (must check yes or no)

3. Has a business address in the State of Minnesota. ___Yes ___No (must check yes or no)

4. Agrees to submit documentation, if requested, as part of the bid or proposal process, to verify compliance with the above statutory requirements. ___Yes ___No (must check yes or no)

BY SIGNING BELOW, you are certifying your compliance with the requirements set forth herein and claiming Resident Vendor status in your bid or proposal submission.

Name of Company: __________________________________________ Date: _____________________________

Authorized Signature: __________________________________________ Telephone: _____________________________

Printed Name: __________________________________________ Title: _____________________________

IF YOU ARE CLAIMING RESIDENT VENDOR STATUS, SIGN AND RETURN THIS FORM WITH YOUR BID OR PROPOSAL SUBMISSION.

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2017-2019 Commissioner’s Plan - Expense Reimbursement

General. The Appointing Authority may authorize payment of travel and other expenses and reimbursement of special expenses for employees and interns in accord with the provisions of this Chapter, Chapter 8, and Administrative Procedure 4.4 for the effective conduct of the State's business. Such authorization must be granted prior to incurring the actual expenses. Administrative Procedure 4.4 Section E provides an exception which allows an agency to submit a request for approval after special expenses have occurred.

Privately-Owned Vehicles and Aircraft. An employee shall be reimbursed for the use of privately-owned vehicles and aircraft under the situations and at the rates specified below. In all cases, mileage must be on the most direct route according to Department of Transportation records.

Situation Rate Per Mile

• Use of personal automobile when a State-owned vehicle is not available.

Federal IRS mileage reimbursement rate.

• Use of personal automobile when a State-owned vehicle is available and declined by the employee

Federal IRS mileage reimbursement rate less $0.07

• Use of personal van or van-type vehicle specially equipped with a ramp, lift, or other level-changing device designed to provide wheelchair access

Federal IRS mileage reimbursement rate plus $0.09

• Use of personal aircraft provided that the employee demonstrates adequate liability coverage under the requirements of M.S. 360.59, subdivision 10, and the Appointing Authority has granted approval for the use of the aircraft

Federal IRS mileage reimbursement rate

In addition to mileage, actual parking fees and toll charges shall be reimbursed. At the sole discretion of the Appointing Authority, employees who normally are not required to travel on state business may be reimbursed for parking at their work location on an incidental basis when they are required to use their personal or a state vehicle for state business and no free parking is provided.

Employees shall not receive mileage reimbursement for commuting between a permanent work location and their home. For each position, the Appointing Authority may designate no more than two (2) permanent work locations, which must be within thirty-five (35) miles of each other. For purposes of expense reimbursement for trips to temporary work locations, the Appointing Authority shall designate one (1) of the two (2) permanent work locations as the primary location. The Appointing Authority must provide advance written notice of the two (2) locations and the primary location to anyone being appointed to such a position.

When an employee does not report to the permanent work location during the day or makes business calls before or after reporting to the permanent work location, the allowable mileage is:

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(1) the lesser of the mileage from the employee's residence to the first stop or from his/her permanent work location to the first stop, (2) all mileage between points visited on State business during the day, and (3) the lesser of the mileage from the last stop to the employee's residence or from the last stop to his/her permanent work location.

Employees accepting mobility assignments, as defined in Administrative Procedure 1.1, are not eligible for mileage reimbursement for the trip between their home and the mobility assignment.

Other Travel Expenses. Upon approval of the Appointing Authority, employees in travel status may be reimbursed for expenses described below in the amounts actually incurred not to exceed any maximum amounts specified below.

Where anticipated expenses total at least fifty dollars ($50.00), the Appointing Authority shall advance the employee the amount of the anticipated expenses upon the employee's request made a reasonable period of time prior to the travel date. If the amount advanced exceeds the actual expenses, the employee shall return the excess within two (2) weeks of return from travel. The Appointing Authority may issue the employee a State-owned credit card in lieu of a travel advance.

Reimbursable expenses may include, but are not limited to, the following:

• Commercial transportation (air, taxi, rental car, etc.) provided that no air transportation shall be by first class unless authorized by an Appointing Authority; and that reimbursement for travel which includes more than one destination visited for State purposes and non-State purposes shall be in an amount equal to the cost of the air fare only to those destinations visited for State purposes.

• Meals including tax and a reasonable gratuity. Employees shall be reimbursed for meals under the following conditions:

1. Breakfast. Breakfast reimbursements may be claimed if the employee leaves his/her temporary or permanent work location before 6:00 a.m. or is away from home overnight.

2. Lunch. Lunch reimbursements may be claimed if the employee is in travel status more than thirty-five (35) miles away from his/her temporary or permanent work location or is away from home overnight.

3. Dinner. Dinner reimbursements may be claimed only if the employee is away from his/her temporary or permanent work location until after 7:00 p.m. or is away from home overnight.

4. Reimbursement Amount. Except for the metropolitan areas listed below, the maximum reimbursement for meals including tax and gratuity shall be:

Breakfast $9.00 Lunch $11.00 Dinner $16.00

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For the following metropolitan areas and any location outside the forty-eight (48) contiguous United States, the maximum reimbursement shall be:

Breakfast $11.00 Lunch $13.00 Dinner $20.00

The metropolitan areas are:

Atlanta Baltimore Boston Chicago Cleveland Dallas/Fort Worth Denver Detroit Hartford Houston Kansas City Los Angeles Miami New Orleans New York City Philadelphia Portland, Oregon St. Louis San Diego San Francisco Seattle Washington, D.C.

See Appendix H for details related to the boundaries of the above-mentioned metropolitan areas. The higher meal reimbursement rates also include any location outside the forty-eight (48) contiguous United States.

Employees who are in travel status for two (2) or more consecutive meals shall be reimbursed for the actual costs of the meals including tax and a reasonable gratuity, up to the combined maximum amount for the reimbursable meals.

• Hotel and motel accommodations provided that employees exercise good judgment in incurring lodging costs and that charges are reasonable and consistent with the facilities available.

• All work-related long distance telephone calls provided that the employee does not have a State telephone credit card or is unable to bill the call to the office telephone number.

• Actual personal telephone call charges. The maximum reimbursement for each trip shall be the result of multiplying the number of nights away from home up to three dollars ($3.00).

• Reasonable costs of dry cleaning and laundry services, not to exceed sixteen dollars ($16.00), each week after the first week an employee is in continued travel status.

• Reasonable costs and gratuities for baggage handling.

• Parking fees and toll charges.

Receipts. The Appointing Authority may require receipts for any reimbursement requested by an employee under the provisions of this or any other chapter in this Plan.

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Uniforms. If an Appointing Authority requires an employee to wear a uniform, the Appointing Authority shall supply the initial uniform and the employee shall be responsible for the maintenance of the uniform.

[Remainder of page intentionally left blank]

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EXCEPTIONS TO STATE’S TERMS AND CONDITIONS

The State presumes a Responder agrees to the terms and conditions of this solicitation unless the Responder takes specific exception to one or more of the conditions on this form.

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 response. (Add additional pages if necessary.)

Contract Clause Reference Suggested Change to Clause Explanation or Justification

By signing this form, I acknowledge that <<firm name>> (the “Responder”) accepts, without qualification, all terms and conditions stated in this solicitation (including the sample contract) except those clearly outlined as exceptions above.

Signature:

Printed Name:

Title:

Date:

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MUNICIPAL ADVISOR COST PROPOSAL

Please use the attached pricing proposal template when submitting a cost proposal. This template is also available as an Excel document available on MMB’s website: https://mn.gov/mmb/debt-management/bonding/rfp/.

https://mn.gov/mmb/debt-management/bonding/rfp/

https://mn.gov/mmb/debt-management/bonding/rfp/

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Firm Name:

Type of Sale Fee Quote/bondMinimum Fee

(Per Series)Maximum Fee

(Per Series)

Estimated Average Par Size

(Per Series)

NEW MONEYGeneral Obligation Bonds Various Purpose >$25M $573,000,000 Various Purpose <$25M $10,000,000 Trunk Highway $240,000,000State Appropriation Bonds $21,600,000Revenue Bonds $100,000,000Lease Purchase Obligations Lease Purchase Obligations >$5M $51,666,667 Lease Purchase Obligations <$5M $1,666,667

REFUNDINGGeneral Obligation Bonds $360,000,000State Appropriation Bonds $245,727,500Revenue BondsLease Purchase Obligations

PREPARATION OF OSMinimum Fee

(Per Series)Maximum Fee

(Per Series)General Obligation Various PurposeGeneral Obligation Trunk HighwayGeneral Obligation Refunding BondsRevenue BondsState Appropriation BondsLease Purchase Obligations

BIDDING ESCROW SLGS OMS

NON TRANSACTIONAL COSTS

Blended Hourly Rate for Projects other than Bond Issues

Estimated Cost Cap Per IssuanceEstimated Out of Pocket Expenses per transaction

Documents

MINNESOTA MANAGEMENT AND BUDGET...State of Minnesota, Department of Management and Budget RFP for Municipal Advisor Services Due 2:00 P.M. CT, December 3, 2019 3 . Sales of general