REQUEST FOR PROPOSALS (RFP)Minnesota Department of Transportation (Mn/DOT)

Research Services Academic Research Program

Note: This document is available in alternative formats for persons with disabilities by calling Ashley Duran at 651-366-4627 or for persons who are hearing or speech impaired by calling the Minnesota Relay Service at 1-800-627-3529.

This RFP does not obligate the State of Minnesota or Mn/DOT to award a Contract(s) or complete the project, and the State of Minnesota and Mn/DOT reserve the right to cancel the solicitation if it is considered to be in its best interest.

Project Specific Information

Project OverviewMn/DOT is requesting proposals from colleges and universities for providing academic research on a wide variety of transportation-related topics. Contracts under this program will include research, implementation and technology transfer and education activities. The intent of this RFP is to establish a list of qualified academic institutions to address specific research issues identified by Mn/DOT requiring expertise not available within Mn/DOT.

Mn/DOT will offer Contracts for research services to multiple, qualified successful responders. These Contracts will provide a mechanism for obtaining transportation research in a convenient and timely manner.

Each successful responder will be eligible to enter into a Master Contract with Mn/DOT defining the general terms and conditions under which the research services will be conducted. When one or several of the academic universities’ areas of expertise are required for a particular research project, work will be assigned utilizing a Work Order Contract under the terms and conditions of the Master Contract.

The Master Contract(s) resulting from this RFP will be non-exclusive. If Mn/DOT determines that its needs are better met outside of the Master Contract, Mn/DOT will not be prohibited from utilizing other contractual methods to obtain necessary services.

Program Scope of Work and DeliverablesSuccessful responders will, under the terms and conditions of the Master Contract, be required to:

1. Furnish the necessary personnel, facilities, equipment and services to conduct research, implementation and technology transfer and education projects as identified by Mn/DOT through a needs identification process.

2. Coordinate transportation-related research, implementation and technology transfer and education projects in response to the needs and requirements of Mn/DOT.

3. Meet with Mn/DOT, as necessary, to update and review the direction of active projects and also to ensure that the research is consistent with the problem statement objectives. Such meetings will take place at sites selected by Mn/DOT.

4. As required, cooperate with other government agencies, academic institutions and/or private corporations performing related work, including joint ventures with one or more academic universities.

5. As required, perform tasks at sites selected by Mn/DOT.6. Have academically qualified researchers with a strong background in research and experimental design and

affiliations with other academic institutions.7. Name a Principal Investigator for each Work order. Principal Investigators must have, as a minimum, a Masters

Degree and preferably a Ph.D, with experience and education in the applicable research topic area(s).8. Demonstrate the availability of resources such as state-of-the-art laboratories, qualified personnel and equipment

necessary to perform the required research.9. Conduct projects in conjunction with Mn/DOT’s Research Services Section and follow Mn/DOT’s Technical

Advisory Panel (TAP) Guidelines, which are available at http://www.research.dot.state.mn.us/tap/TAPGuidelines.pdf.

Project GoalThe goal of this RFP is to establish Master Contracts with multiple colleges and universities to have access to transportation research services available “as-needed” for research topics identified by Mn/DOT. These topics will be identified from a variety of transportation topic areas, including the following:

1. Multimodala. Aviation b. Multi-modal & Inter-modal Freightc. Public/Mass Transit d. Ports and Waterways

e. Railroads f. Airportg. Commercial Vehiclesh. Bicycles

2. Bridges & Structuresa. Structures Management b. Structural Design & Analysis c. Structural Materialsd. Bridge Rails & Transitions

e. Geotechnical Issuesf. High Mast Illumination Polesg. Hydraulics & Hydrologyh. Overhead Sign Bridgesi. Structures Construction

3. Traffic & Safetya. Geometric Designb. Signal Operationsc. Pavement Markingd. Railroad Crossing Safetye. Roadside Safety

f. Roadway Signing & Delineationg. Traffic Control Devicesh. Traffic Management & Operationsi. Work Zone Safety j. Lighting

4. Maintenance Operations & Securitya. Vegetation Management b. Rest Areasc. Winter Operations

d. Pavement Maintenancee. Maintenance Contracting f. Emergency Management g. Pavement Preservation

5. Policy & Planninga. Right of Way Planning, Acquisition & Management b. Statewide Regional & Local Transportation System Planning c. Roadway Planning

d. Traffic Data Collection e. Twin Cities Mobilityf. Modal Plans

6. Environmentala. Cultural Resourcesb. Social and Economic Issues & Impactsc. Noise Analysis d. Erosion Control e. Wetlands

f. Air & Water Qualityg. Contaminated Propertiesh. Regulated Materials & Wastei. Forestryj. Wetlands k. Wildlife & Fisheries

7. Materials & Constructiona. Geotechnicalb. Pavement Designc. Construction Materials

d. Construction Operationse. Innovative Contracting f. Pavement Management

8. Administrative (Research Administration and Support)

Work AssignmentsOnce the Master Contracts are established, Mn/DOT will assign all work in the form of written Work Order Contracts. These Work Order Contracts will define the scope of work, the schedule and any other special conditions. The Work Order Contract must be fully executed by both Mn/DOT and the successful responder prior to beginning any work.

Colleges and Universities will be asked to respond to a problem statement(s) generated by Mn/DOT or other parties. The problem statements will identify research issues for which the successful responder may develop research proposals. Responses to problem statements will be required to include an estimated budget and schedule. Proposed costs will be a significant factor in the award of Work Order Contracts.

Research proposals addressing the problem statements will be reviewed by Mn/DOT, which will have the sole authority to determine those proposals to be funded. The need statement author will recommend which proposal(s) best met the intent of work being proposed. These recommendations are forwarded to the governing boards: Transportation Research Innovation Group (TRIG) and Local Road Research Board (LRRB) for review and consideration. The Mn/DOT Specialty Offices and Districts weigh in and provide recommendations to the governing boards on their high priority needs. The proposals are shortlisted by governing boards. From these proposals, the Principal Investigator is asked to provide a brief presentation and address any questions.

The principal investigator may be asked to present to both governing boards if both are interested in funding the particular proposal. Presentation can be done either in person or via adobe connect if arranged in advance. The governing boards will than select proposal for funding consideration and make recommendation on modification to work plan. The selected college or university will negotiate the final scope of work, deliverables, budget and project schedule with the TAP, assigned by Mn/DOT’s Research Services Section (RSS). The TAP will recommend the final work plan for approval to Mn/DOT’s RSS to proceed with work order process.

Proposal ContentResponders’ proposals must be limited to 65 pages, not including resumes or required forms and documents. Pages must be single sided, with no smaller than 11 point font. If a responder’s proposal exceeds 65 pages, any pages following the 65th (regardless of what content those pages include) will be removed from the proposal prior to review.

1. Responder’s Information. Name of the responder’s institution, address, the contact person’s name, telephone number, fax number and email address (as available).

2. Restatement of Objectives. Responders must provide a statement of the objectives, goals and tasks in their own words to show or demonstrate the responder’s view of the nature of the Master Contract and the nature of Mn/DOT’s research program.

3. Proposed Services Description. Responders must clearly identify those categories from the “Project Goal” section of this RFP (see above) for which they are interested in and able to perform research and related services. For each category area selected, include a separate section within the proposal containing 1) the category heading with spreadsheet summary of staff by area, 2) an outline of the Responders relevant skills, experience, and ability (staff, facilities, equipment, support, etc) to perform research and related services in that area, 3) examples of similar work done in that area within the last 3 years, and 4) hard copy or links to key faculty and staff resumes. Note: If hardcopy of resumes are included in the proposal, include them as an appendix and they are not to exceed three pages per person.

4. Management Plan. Responders will explain their approach to administer and manage transportation research projects. An explanation of how the College or University processes, administers and maintains financial oversight of contracts should also be included. Responders should elaborate on what quality control plan is in-place to ensure that the deliverable conform to Mn/DOT’s standards. Responders should provide list of key administrative personnel.

5. Sample Contract. A sample master contract is attached so that responders may familiarize themselves with the State’s and Mn/DOT’s basic contract terms and conditions. Following selection, successful responders will have the opportunity to request changes to some terms and conditions of the resulting Contract. Responders must include a list of Contract Clauses that will need to be discussed. 

6. Forms and Documents. Responders will submit all necessary forms and documents required under any other section of this RFP.

7. Pre-Award Audit Package. The Pre-Award Audit Package can be found posted along with this RFP at http://www.dot.state.mn.us/consult/files/notices/notices.html. In order to save time, Mn/DOT is requiring that the appropriate information in this package be provided and included with your response to this RFP. One copy of this response should be placed in a separate sealed envelope clearly marked on the outside PRE-AWARD PACKAGE. A Responder will not be penalized if it does not include this information with the submission of your proposal, but upon selection the Responder will be required to send a completed Pre-Award Audit Package to Mn/DOT’s Contract Administrator within one business day of the notification of selection.

QuestionsResponders who have any questions regarding this RFP must submit questions by e-mail only to:

Ashley Duran, Contract Administratorashley.duran@state.mn.us

All questions and answers will be posted on Mn/DOT’s Consultant Services Web Page at http://www.dot.state.mn.us/consult/index.html under the “P/T Notices” section. All prospective responders will be responsible for checking the web page for any addendums to this RFP and any questions that have been answered. Note that questions will be posted verbatim as submitted.

Questions regarding this RFP must be received by Mn/DOT no later than 2:00 p.m. Central Daylight Time on Tuesday, April 19, 2011.

Mn/DOT anticipates posting answers to such questions no later than 2:00 p.m. Central Daylight Time on Wednesday, April 20, 2011.

No other Mn/DOT personnel are allowed to discuss the RFP before the proposal submission deadline. Contact regarding this RFP with any personnel not listed above may result in disqualification.

Proposal SubmittalAll proposals must be mailed (U.S. Postal Service), expressed (UPS, FedEx or other similar express carrier) or dropped off to the attention of:

Ashley Duran, Contract AdministratorMinnesota Department of TransportationConsultant Services Section, Mail Stop 680395 John Ireland BoulevardSt. Paul, Minnesota 55155-1800

All proposals must be received by the identified Contract Administrator above no later 2:00 p.m. Central Daylight Time on Wednesday, April 27, 2011. Proposals not received by the Contract Administrator at 2:00 p.m. Central Daylight time on Wednesday, April 27, 2011 will not be accepted.

For Responders wishing to drop off their proposals to the address above, please note that Mn/DOT Offices have implemented new security measures. These new procedures do not allow non-Mn/DOT employees to have access to the elevators or the stairs. You should plan enough time and follow these instructions for drop-off to assure the designated Contract Administrator receives the proposal by the submission deadline: Enter through the Rice Street side of the Central Office building (1st Floor). Once you enter through the doors, you should walk straight ahead to the Information Desk. Proposals are accepted at the Information Desk only. The receptionist will call the Contract Administrator to

come down and to time stamp the proposal.

SPECIAL NOTE: Late, faxed and/or e-mailed proposals will not be accepted.

Submit one hard, paper copy of the proposal and one electronic copy, on CD-ROM, of the entire proposal. Proposals are to be submitted in a sealed mailing envelope or package, clearly marked “Proposal” on the outside. An authorized delegate of the College or University must sign each copy of the proposal in ink.

Proposal EvaluationAll proposals received by the deadline will be evaluated by representatives of Mn/DOT and possible other relevant agencies. In some instances, at Mn/DOT’s discretion, an interview may be part of the evaluation process.

Mn/DOT will evaluate proposals on a pass/fail basis. To be successful and to be either offered a Master Contract , the responder must receive a “pass” rating for each of the following criteria:

1. Restatement of Objectives. Mn/DOT will evaluate Responders on their statement of the objectives, goals and tasks and their view of the nature of Mn/DOT’s research program. To receive a “pass” rating, responders must demonstrate that they understand the objectives of Mn/DOT’s research program and how their involvement in Mn/DOT research program will benefit Minnesota’s investment in transportation systems and projects.

2. Proposed Services/Resources and Research Abilities. Mn/DOT will evaluate Responders on their ability to perform research on each category Responder identified from the “Project Goal” section of this RFP. Mn/DOT will evaluate the staff, facilities, equipment and support available to the Responder to perform the category(ies) identified. To receive a “pass” rating, responders must describe, in detail, the resources available to satisfactorily perform transportation related research. Factors considered will include relevant skills and experience of faculty, physical facilities, specialized equipment and availability of administrative, graduate student and other support.

3. Proposed Services/Experience. Mn/DOT will evaluate Responders on their background and experience, including examples of similar work done and the list of personnel who conducted the projects, detailing their training and work experience. To receive a “pass” rating, responders must describe, in detail, their institutional expertise in providing transportation related research and curriculum vitae at principal researchers involved in such programs.

4. Management Plan. Mn/DOT will evaluate Responders on their approach, personnel, organizational structure, proven experience in managing transportation research, financial oversight and quality control measures in-place. To receive a “pass” rating, responders must describe, in detail, their approach to managing government-funded research on both an institutional and departmental basis. Emphasis should be given to systems and procedures that help ensure projects are completed on time, on budget and that project change requests are adequately documented and justified.

General Information

Responders must adhere to all terms of this RFP.

Late responses will not be considered. Fax and e-mail responses will not be considered. All costs incurred in responding to this RFP will be borne by the responder.

Mn/DOT Not Obligated To Complete ProjectThis RFP does not obligate the State of Minnesota or Mn/DOT to award a Contract(s) or complete the project, and the State of Minnesota and Mn/DOT reserve the right to cancel the solicitation if it is considered to be in its best interest.

Proposal CertificationsBy submitting a Proposal, responders warrant 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 Contract award and may subject the responder to suspension or debarment proceedings, as well as other remedies available to the State of Minnesota or Mn/DOT, by law.

Disposition of ResponsesAll materials submitted in response to this RFP will become property of Mn/DOT and will become public record, in accordance with Minnesota Statutes §13.591, after the evaluation process is completed. Pursuant to the Statute, completion of the evaluation process occurs when Mn/DOT has completed negotiating the Contract with the successful responder. If the responder submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minnesota Statutes §13.37, the responder must: Clearly mark all trade secret materials in its response at the time the response is submitted, Include a statement with its response justifying the trade secret designation for each item, and Defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the

State, its agents and employees, from any judgments or damages awarded against the State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the State’s award of a contract. In submitting a response to this RFP, the responder agrees that this indemnification survives as long as the trade secret materials are in possession of the State. The State is required to keep all the basic documents related to its contracts, including responses to RFPs for a minimum of seven years.

Mn/DOT will not consider the prices submitted by the responder to be proprietary or trade secret materials.

Contingency Fees ProhibitedPursuant to Minnesota Statutes §10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.

Affidavit of NoncollusionResponders must complete the attached “Affidavit of Noncollusion” and submit it as part of the proposal.

Worker’s Compensation InsuranceThe successful responder will be required to submit acceptable evidence of compliance with workers’ compensation insurance coverage requirements prior to execution of the Contract.

Pre-Award Audit RequirementThe successful responder will be required to submit pre-award audit information and comply with audit standards and failure to do so may result in disqualification.

Conflicts of InterestResponders must provide a list of all entities with which it has relationships that create, or appear to create, a conflict of interest with the work that is contemplated in this RFP. This list should indicate the name of the entity, the relationship and a discussion of the conflict. Responders must complete the attached “Conflict of Interest Checklist and Disclosure Form” and submit it as part of the proposal.

Organizational Conflicts of InterestThe 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 Mn/DOT, or the successful responder’s objectivity in performing the Contract work is or might be otherwise impaired, or the successful responder has an unfair competitive advantage. The responder agrees that, if after award, an organizational conflict of interest is discovered, an immediate and full disclosure in writing must be made to Mn/DOT, which must include a description of the action, which the successful responder has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, Mn/DOT may, at its discretion, cancel the Contract. In the event the responder was aware of an organizational conflict of interest prior to the award of the Contract and did not disclose the conflict to Mn/DOT, Mn/DOT 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,” “college,” “university,” and “contracting officer” modified appropriately to preserve Mn/DOT’s rights.

Veteran-Owned PreferenceIn accordance with Minnesota Statutes §§16C.16 (subdivision 6a) and 16C.19, eligible certified veteran-owned small businesses will receive a 6 percent preference in the evaluation of their proposal.

To be eligible for the preference, a business must have its “principal place of business” in Minnesota and must be certified by the United States Department of Veterans Affairs as either a veteran-owned small business or a service-disabled veteran-owned small business. To claim the preference, the responder must complete the “Veteran-Owned Business Preference” form and submit it with its proposal. Only eligible, certified, veteran-owned/service disabled small businesses that provide the required documentation, per the form, will be given the preference.

Eligible veteran-owned and eligible service-disabled veteran-owned small businesses must be currently certified by the United States Department of Veterans Affairs prior to the solicitation opening date and time to receive the preference.

Information regarding certification by the United States Department of Veterans Affairs may be found at http://www.vetbiz.gov.

Early Retirement Incentive Reemployment Prohibition Laws of Minnesota 2010, Chapter 337, Subdivision 5, provided an early retirement incentive to some State of Minnesota employees. The law provides that an individual who received an early retirement incentive payment may not be hired as a consultant by any agency or entity that participates in the State Employee Group Insurance Program for a period of three years after termination of service. By submitting a proposal under this RFP, the responder certifies that it will not utilize any former state employee in the performance of a contract who received an retirement incentive payment under Laws of Minnesota 2010, Chapter 337, unless three years have passed from the date of the employee’s separation from state service.

Certification Regarding LobbyingFederal money will be used (or may potentially be used) to pay for all or part of the work under the Contract, therefore the responder must complete the attached Certification Regarding Lobbying and submit is as part of the proposal.

Immigration Status CertificationBy order of the Governor (Executive Order 08-01), if any response to a RFP is, or could be, in excess of $50,000.00, the successful responder (and any subcontractors) MUST certify compliance with the Immigration Reform and Control Act of 1986 (8 U.S.C. 1101 et seq.) and certify use of the E-Verify system established by the Department of Homeland Security. Responders must complete the attached Immigration Status Certification Form and submit it as part of the proposal.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary ExclusionFederal money will be used (or may potentially be used) to pay for all or part of the work under the Contract, therefore responders must certify the following, as required by the regulations implementing Executive Order 12549. See the Compliance Supplement to OMB Circular A-133 (found at http://www.whitehouse.gov/omb/circulars/a133_compliance/04/04toc.html.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered TransactionsInstructions for Certification:1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out

below.2. The certification in this clause is a material representation of fact upon which reliance was placed when this

transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant will provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered transaction, principal, proposal and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it will not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Nonprocurement Programs.

8. Nothing contained in the foregoing will be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 C.F.R. 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

10. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

11. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant will attach an explanation to this proposal.

Affirmative Action CertificationFor all Contracts estimated to be in excess of $100,000.00, responders are required to complete the attached “Affirmative Action Certification” page and submit it as part of the proposal. As required by Minnesota Rules Part 5000.3600. Minnesota Statutes §363A.36 and Minnesota Rules 5000.3400 will be incorporated into any Contract resulting from this

RFP. A copy of Minnesota Statutes §363A.36 and Minnesota Rules 5000.3400-5000.3600 are available upon request from Mn/DOT.Travel ReimbursementsReimbursements for travel and subsistence expenses actually and necessarily incurred by the successful responder, as a result of the Contract, will exceed not exceed the amounts provided in the current Mn/DOT Travel Regulations. Reimbursements will not be allowed for travel and subsistence expenses incurred outside of Minnesota, unless the successful responder has received Mn/DOT’s written approval for out-of-state travel. Minnesota will be considered the home base for determining whether travel is out-of-state.

Insurance Requirements1. Insurance Certificates and Continuity of Coverage Required. The successful responder must provide a certificate

of insurance showing that they have each type of insurance coverage and limits required under this Contract. The certificate must be filed with Mn/DOT’s Authorized Representative within 30 days of execution of this Contract. Each policy and Certificate of Insurance must contain a 30 day notice of cancellation, nonrenewal or changes in coverage or limits to all named and additional insured. The successful responder must maintain such insurance in full force and effect throughout the term of this Contract.

2. Required Insurance. The following insurance coverages are required:a. Workers’ Compensation Insurance: Except as provided below, the successful responder will be required to

provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, will require its subcontractor(s) 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:

$100,000.00 – Bodily Injury by Disease per employee$500,000.00 – Bodily Injury by Disease aggregate$100,000.00 – Bodily Injury by Accident

If Minnesota Statutes §176.041 exempts the successful responder from Workers’ Compensation insurance requirements, or if such responder has no employees in the State of Minnesota, they will be required to provide a written statement, signed by an authorized representative, indicating the qualifying exemption.

If, during the course of the Contract, the successful responder becomes subject to the workers’ compensation insurance requirements, they will then be required to comply with such requirements and to provide Mn/DOT with a Certification of Insurance evidencing such coverage.

b. Commercial General Liability Insurance: The successful responder will be 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 it or by a subcontractor or by anyone directly or indirectly employed by the successful responder pursuant to the Contract. Insurance minimum limits are as follows:

$2,000,000.00 – per occurrence$2,000,000.00 – annual aggregate$2,000,000.00 – annual aggregate – Products/Completed Operations

The following coverages must be included:Premises and Operations Bodily Injury and Property DamagePersonal and Advertising InjuryBlanket Contractual LiabilityProducts and Completed Operations LiabilityState of Minnesota named as an Additional Insured

c. Commercial Automobile Liability Insurance: The successful responder will be required to maintain insurance protecting the responder 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 the Contract, and in case any work is subcontracted the responder must require the subcontractor to provide Commercial Automobile Liability. Insurance minimum limits are as follows:

$2,000,000.00 – per occurrence Combined Single limit for Bodily Injury and Property DamageIn addition, the following coverages should be included:

Owned, Hired and Non-owned Automobile

d. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability Insurance. The successful responder will be required provide coverage for all claims the successful responder is legally obligated to pay resulting from any actual or alleged negligent act, error or omission related to the successful responders professional services performed under this Contract. Unless otherwise specified within this Contract, the successful responder’s professional liability insurance minimum limits are as follows:

$2,000,000.00 – per claim$2,000,000.00 – annual aggregate

On request, the successful responder must allow Mn/DOT to view reviewed or audited financial statements signed by a Certified Public Accountant which provides evidence that the successful responder has adequate assets to cover any deductible in excess of $50,000.00 that applies to this policy. Mn/DOT will treat such financial statements as non-public data to the extent permitted by the Minnesota Government Data Practices Act. The retroactive or prior acts date of coverage must not be later than the effective date of this Contract and the successful responder must maintain such coverage for a period of at least three years following the completion of work. If such insurance is discontinued, then extended reporting period coverage must be purchased to fulfill this requirement.

e. Additional Insurance Conditions:i. The successful responder policies will be primary insurance to any other valid and collectible insurance

available to Mn/DOT with respect to any claim arising out of the successful responder performance under this Contract;

ii. The successful responder policies and Certificates of Insurance will contain a provision that coverage afforded under the policies will not be canceled without at least 30 days advance written notice to Mn/DOT;

iii. The successful responder is responsible for payment of Contract related insurance premiums and deductibles;

iv. If the successful responder is self insured, a Certificate of Self-Insurance must be attached;v. The successful responder policies will include legal defense fees in addition to its liability policy limits,

with the exception of part d above; andvi. The successful responder will obtain insurance policies from insurance companies having an “AM BEST”

rating of “A minus”, a Financial Size Category VII, or better, and authorized to do business in the state of Minnesota.

3. Right to Terminate. Mn/DOT will reserve the right to immediately terminate the Contract if the successful responder is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the successful responder. All insurance policies must be open to inspection by Mn/DOT and copies of policies must be submitted to Mn/DOT’s Contract Administrator upon written request.

THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

STATE OF MINNESOTALOCATION OF SERVICE DISCLOSURE AND CERTIFICATION

LOCATION OF SERVICE DISCLOSURE

Check all that apply:

The services to be performed under the anticipated contract as specified in our proposal will be performed ENTIRELY within the State of Minnesota

The services to be performed under the anticipated contract as specified in our proposal entail work ENTIRELY within another state within the United States.

The services to be performed under the anticipated contract as specified in our proposal will be performed in part within Minnesota and in part within another state within the United States.

The services to be performed under the anticipated contract as specified in our proposal DO involve work outside the United States. Below (or attached) is a description of: The identity of the company (identify if subcontractor) performing services outside the United States; The location where services under the contract will be performed; and The percentage of work (in dollars) as compared to the whole that will be conducted in each identified

foreign location.

CERTIFICATION

By signing this statement, I certify that the information provided above is accurate and that the location where services have been indicated to be performed will not change during the course of the contract without prior, written approval from the State of Minnesota.

Name of Company:

Authorized Signature:

Printed Name:

Title:

Date:

Telephone Number:

STATE OF MINNESOTAAFFIDAVIT 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 Signature:

Date:

Subscribed and sworn to me this day of

Notary Public

My commission expires:

CONFLICT OF INTEREST CHECKLIST AND DISCLOSURE FORM

Purpose of this Checklist. This checklist is provided to assist proposers in screening for potential organizational conflicts of interest. The checklist is for the internal use of proposers and does not need to be submitted to Mn/DOT, however, the Disclosure of Potential Conflict of Interest form should be submitted in a separate envelope along with your proposal.

Definition of “Proposer”. As used herein, the word “Proposer” includes both the prime contractor and all proposed subcontractors.

Checklist is Not Exclusive. Please note that this checklist serves as a guide only, and that there may be additional potential conflict situations not covered by this checklist. If a proposer determines a potential conflict of interest exists that is not covered by this checklist, that potential conflict must still be disclosed.

Use of the Disclosure Form. A proposer must complete the attached disclosure form and submit it with their Proposal (or separately as directed by Mn/DOT for projects not awarded through a competitive solicitation). If a proposer determines a potential conflict of interest exists, it must disclose the potential conflict to Mn/DOT; however, such a disclosure will not necessarily disqualify a proposer from being awarded a Contract. To avoid any unfair “taint” of the selection process, the disclosure form should be provided separate from the bound proposal, and it will not be provided to selection committee members. Mn/DOT’s Contract Management personnel will review the disclosure and the appropriateness of the proposed mitigation measures to determine if the proposer may be awarded the Contract notwithstanding the potential conflict. Mn/DOT’s Contract Management personnel may consult with Mn/DOT’s Project Manager and Department of Administration personnel. By statute, resolution of conflict of interest issues is ultimately at the sole discretion of the Commissioner of Administration.

Material Representation. The proposer is required to submit the attached disclosure form either declaring, to the best of its knowledge and belief, either that no potential conflict exists, or identifying potential conflicts and proposing remedial measures to ameliorate such conflict. The proposer must also update conflict information if such information changes after the submission of the proposal. Information provided on the form will constitute a material representation as to the award of this Contract. Mn/DOT reserves the right to cancel or amend the resulting Contract if the successful proposer failed to disclose a potential conflict, which it knew or should have known about, or if the proposer provided information on the disclosure form that is materially false or misleading.

Approach to Reviewing Potential Conflicts. Mn/DOT recognizes that proposer’s must maintain business relations with other public and private sector entities in order to continue as viable businesses. Mn/DOT will take this reality into account as it evaluates the appropriateness of proposed measures to mitigate potential conflicts. It is not Mn/DOT’s intent to disqualify proposers based merely on the existence of a business relationship with another entity, but rather only when such relationship causes a conflict that potentially impairs the proposer’s ability to provide objective advice to Mn/DOT. Mn/DOT would seek to disqualify proposers only in those cases where a potential conflict cannot be adequately mitigated. Nevertheless, Mn/DOT must follow statutory guidance on Organizational Conflicts of Interest.

Statutory Guidance. Minnesota Statutes §16C.02, Subdivision 10 (a) places limits on state agencies ability to Contract with entities having an “Organizational Conflict of Interest”. For purposes of this checklist and disclosure requirement, the term “Vendor” includes “Proposer” as defined above. Pursuant to such statute, “Organizational Conflict of Interest” means that because of existing or planned activities or because of relationships with other persons: (1) the vendor is unable or potentially unable to render impartial assistance or advice to the state; (2) the vendor’s objectivity in performing the contract work is or might otherwise be impaired; or (3) the vendor has an unfair advantage.

Additional Guidance for Professionals Licensed by the Minnesota Board of Engineering. The Minnesota Board of Engineering has established conflict of interest rules applicable to those professionals licensed by the Board (see Minnesota Rules Part 1805.0300) Subpart 1 of the rule provides “A licensee shall avoid accepting a commission where duty to the client or the public would conflict with the personal interest of the licensee or the interest of another client. Prior to accepting such employment the licensee shall disclose to a prospective client such facts as may give rise to a conflict of interest”.

An organizational conflict of interest may exist in any of the following cases:

The proposer, or its principals, own real property in a location where there may be a positive or adverse impact on the value of such property based on the recommendations, designs, appraisals, or other deliverables required by this Contract.

The proposer is providing services to another governmental or private entity and the proposer knows or has reason to believe, that entity’s interests are, or may be, adverse to the state’s interests with respect to the specific project covered by this contract. Comment: the mere existence of a business relationship with another entity would not ordinarily need to be disclosed. Rather, this focuses on the nature of services commissioned by the other entity. For example, it would not be appropriate to propose on a Mn/DOT project if a local government has also retained the proposer for the purpose of persuading Mn/DOT to stop or alter the project plans.

The Contract is for right-of-way acquisition services or related services (e.g. geotechnical exploration) and the proposer has an existing business relationship with a governmental or private entity that owns property to be acquired pursuant to the Contract.

The proposer is providing real estate or design services to a private entity, including but not limited to developers, whom the proposer knows or has good reason to believe, own or are planning to purchase property affected by the project covered by this Contract, when the value or potential uses of such property may be affected by the proposer’s performance of work pursuant to this Contract. “Property affected by the project” includes property that is in, adjacent to, or in reasonable proximity to current or potential right-of-way for the project. The value or potential uses of the private entity’s property may be affected by the proposer’s work pursuant to the Contract when such work involves providing recommendations for right-of-way acquisition, access control, and the design or location of frontage roads and interchanges. Comment: this provision does not presume proposers know or have a duty to inquire as to all of the business objectives of their clients. Rather, it seeks the disclosure of information regarding cases where the proposer has reason to believe that its performance of work under this Contract may materially affect the value or viability of a project it is performing for the other entity.

The proposer has a business arrangement with a current Mn/DOT employee or immediate family member of such employee, including promised future employment of such person, or a subcontracting arrangement with such person, when such arrangement is contingent on the proposer being awarded this Contract. This item does not apply to pre-existing employment of current or former Mn/DOT employees, or their immediate family members. Comment: this provision is not intended to supercede any Mn/DOT policies applicable to its own employees accepting outside employment. This provision is intended to focus on identifying situations where promises of employment have been made contingent on the outcome of this particular procurement. It is intended to avoid a situation where a proposer may have unfair access to “inside” information.

The proposer has, in previous work for the state, been given access to “data” relevant to this procurement or this project that is classified as “private” or “nonpublic” under the Minnesota Government Data Practices Act, and such data potentially provides the proposer with an unfair advantage in preparing a proposal for this project. Comment: this provision will not, for example, necessarily disqualify a proposer who performed some preliminary work from obtaining a final design Contract, especially when the results of such previous work are public data available to all other proposers. Rather, it attempts to avoid an “unfair advantage” when such information cannot be provided to other potential proposers. Definitions of “government data”, “public data”, “non-public data” and “private data” can be found in Minnesota Statutes Chapter 13.

The proposer has, in previous work for the state, helped create the “ground rules” for this solicitation by performing work such as: writing this solicitation, or preparing evaluation criteria or evaluation guides for this solicitation.

The proposer, or any of its principals, because of any current or planned business arrangement, investment interest, or ownership interest in any other business, may be unable to provide objective advice to the state.

DISCLOSURE OF POTENTIAL CONFLICT OF INTEREST

Having had the opportunity to review the Organizational Conflict of Interest Checklist, the proposer hereby indicates that it has, to the best of its knowledge and belief:

Determined that no potential organizational conflict of interest exists

Determined a potential organizational conflict of interest as follows:

Describe nature of potential conflict:

Describe measures proposed to mitigate the potential conflict:

Signature Date

If a potential conflict has been identified, please provide name and phone number for a contact person authorized to discuss this disclosure form with Mn/DOT Contract personnel.

Name Phone

CERTIFICATION REGARDING LOBBYINGFor State of Minnesota Contracts and Grants over $100,000

The undersigned certifies, to the best of his or her knowledge and belief that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, A Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned will complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying in accordance with its instructions.

(3) The undersigned will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients will certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

Organization Name

Name and Title of Official Signing for Organization

By: Signature of Official

Date

State of Minnesota — Immigration Status Certification

By order of the Governor (Governor’s Executive Order 08-01), vendors and subcontractors MUST certify compliance with the Immigration Reform and Control Act of 1986 (8 U.S.C. 1101 et seq.) and certify use of the E-Verify system established by the Department of Homeland Security.

E-Verify program information can be found at http://www.dhs.gov/ximgtn/programs.

If any response to a solicitation is or could be in excess of $50,000.00, vendors and subcontractors must certify compliance with items 1 and 2 below. In addition, prior to the delivery of the product or initiation of services, vendors MUST obtain this certification from all subcontractors who will participate in the performance of the Contract. All subcontractor certifications must be kept on file with the Contract vendor and made available to the state upon request.

1. The company shown below is in compliance with the Immigration Reform and Control Act of 1986 in relation to all employees performing work in the United States and does not knowingly employ persons in violation of the United States immigration laws. The company shown below will obtain this certification from all subcontractors who will participate in the performance of this Contract and maintain subcontractor certifications for inspection by the state if such inspection is requested; and

2. By the date of the delivery of the product and/or performance of services, the company shown below will have implemented or will be in the process of implementing the E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State of Minnesota.

I certify that the company shown below is in compliance with items 1 and 2 above and that I am authorized to sign on its behalf.

Name of Company: ______________________________________ Date: ________________________________

Authorized Signature: ____________________________________ Telephone Number: ____________________

Printed Name: ___________________________________________ Title: ________________________________

If the Contract vendor and/or the subcontractors are not in compliance with the Immigration Reform and Control Act, or knowingly employ persons in violation of the United States immigration laws, or have not begun or implemented the E-Verify program for all newly hired employees in support of the Contract, the state reserves the right to determine what action it may take. This action could include, but would not be limited to cancellation of the Contract, and/or suspending or debarring the Contract vendor from state purchasing.

For assistance with the E-Verify ProgramContact the National Customer Service Center (NCSC) at 1-800-375-5283 (TTY 1-800-767-1833).

For assistance with this form, contact:Mail: 112 Administration Building, 50 Sherburne Avenue, St. Paul, Minnesota 55155E-Mail: MMDHelp.Line@state.mn.usTelephone: 651-296-2600Persons with a hearing or speech disability may contact us by dialing 711 or 1-800-627-3529

STATE OF MINNESOTAVETERAN-OWNED PREFERENCE FORM

In accordance with Minnesota Statute §16C.16, subdivision 6a, veteran-owned businesses with their principal place of business in Minnesota and verified as eligible by the United States Department of Veterans Affairs’ Center for Veteran Enterprises (CVE Verified) will receive up to a 6 percent preference in the evaluation of its proposal.

If responding to a Request for Bid (RFB), the preference is applied only to the first $500,000 of the response. If responding to a Request for Proposal (RFP), the preference is applied as detailed in the RFP.

Eligible veteran-owned small businesses must be CVE Verified (in accordance with Public Law 109-471 and Code of Federal Regulations, Title 38, Part 74) at the solicitation opening date and time to receive the preference.

Information regarding CVE Verification may be found at http://www.vetbiz.gov.

Eligible veteran-owned small businesses should complete and sign this form. Only eligible, CVE Verified, veteran-owned small businesses that provide this completed and signed form will be given the preference.

I hereby certify that the company listed below:

1. Is an eligible veteran-owned small business, as defined in Minnesota Statute §16C.16, subdivision 6a; AND2. Has its principal place of business in the State of Minnesota; AND3. Is CVE Verified by the United States Department of Veterans Affairs’ Center for Veterans Enterprise.

Name of Company: ________________________________ Date: _____________________________

Authorized Signature: ________________________________ Telephone: _____________________________

Printed Name: ________________________________ Title: _____________________________

IF YOU ARE CLAIMING THE VETERAN-OWNEED PREFERENCE, SIGN AND RETURN THIS FORM WITH YOUR RESPONSE TO THE SOLICITATION.

STATE OF MINNESOTA – AFFIRMATIVE ACTION CERTIFICATION

If your response to this solicitation is or could be in excess of $100,000.00, complete the information requested below to determine whether you are subject to the Minnesota Human Rights Act (Minnesota Statutes §363A.36) certification requirement, and to provide documentation of compliance if necessary. It is your sole responsibility to provide this information and – if required – to apply for Human Rights certification prior to the due date and time of the proposal and to obtain Human Rights certification prior to the execution of the Contract. The State of Minnesota is under no obligation to delay proceeding with a contract until a company receives Human Rights certification.

BOX A – For companies which have employed more than 40 full-time employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B.Your response will be rejected unless your business:

Has a current Certification of Compliance issued by the Minnesota Department of Human Rights (MDHR) -or-

Has submitted an affirmative action plan to the MDHR, which the Department received prior to the date and time the responses are due.

Check one of the following statements if you have employed more than 40 full-time employees in Minnesota on any single working day during the previous 12 months: We have a current Certificate of Compliance issued by the MDHR. Proceed to Box C. Include a copy of you

Certification with your response We do not have a current Certificate of Compliance; However, we submitted an Affirmative Action Plan to the

MDHR for approval, which the Department received on ___________________________(date). If the date is the same as the response due date, indicate the time your plan was received: _________________(time). Proceed to Box C.

We do not have a Certification of Compliance, nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our response will be rejected. Proceed to Box C. Contact the MDHR for assistance. (See below for contact information)

Please note: Certificates of Compliance must be issued by the MDHR. Affirmative Action Plans approved by the Federal government, a county or a municipality must still be received, reviewed and approved by the MDHR before a Certification can be issued.

BOX B – For those companies not described in BOX ACheck below We have not employed more than 40 full-time employees on any single working day in Minnesota within the

previous 12 months. Proceed to BOX C.

BOX C – For all companiesBy signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of the responder. You must also certify that you are in compliance with federal affirmative action requirements that may apply to your company. (These requirements are generally triggered only by participating as a prime or subcontractor on federal projects or contracts. Contractors are alerted to these requirements by the federal government.)

Name of Company: Date

Authorized Signature: Telephone number:

Printed Name: Title:

For assistance with this form, contact:Minnesota Department of Human Rights, Compliance Services SectionMail: 190 East 5th St., Suite 700 St. Paul, MN 55101 TC Metro: (651) 296-5663 Toll Free: 800-657-3704Web: www.humanrights.state.mn.us Fax: (651) 296-9042 TTY: (651) 296-1283Email: employerinfo@therightsplace.netSAMPLE CONTRACT

STATE OF MINNESOTA

PROFESSIONAL AND TECHNICAL SERVICESMASTER CONTRACTMASTER CONTRACT

This Master Contract is between the State of Minnesota, acting through its Commissioner of Transportation (“Mn/DOT”) and [PROVIDE THE FULL (LEGAL) NAME OF THE COLLEGE/UNIVERSITY; INCLUDING THE FULL ADDRESS] (“Institution”).

Recitals

1. Under Minnesota Statutes §15.061, Mn/DOT is empowered to engage such assistance as deemed necessary.2. Mn/DOT is in need of the Institution to provide academic research on a variety of transportation-related topics.

Work Order Contracts under this Master Contract may include research, implementation and/or technology transfer and education activities.

3. The Institution represents that it is duly qualified and agrees to perform all services described in this Master Contract and performed under Work Order Contracts to the satisfaction of Mn/DOT.

Master Contract1 Term of Master Contract

1.1 Effective Date: The date Mn/DOT obtains all required signatures under Minnesota Statute §16C.05, subdivision 2, whichever is later.The Institution must not accept work under this master contract until this master contract is fully executed and the Institution has been notified by Mn/DOT’s Authorized Representative that it may begin accepting Work Order Contracts.

1.2 Work Order Contracts. The term of work under Work Order Contracts issued under this Master Contract may not extend beyond the expiration date of this Master Contract.

1.3 Expiration Date: xxxxxx1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this Master Contract and all

Work Order Contracts: 9. Indemnification; 10. State Audits; 11. Government Data Practices and Intellectual Property; 14. Publicity and Endorsement; 15. Governing Law, Jurisdiction, and Venue; and 19. Data Disclosure.

1.5 Exhibit: Exhibit _ is attached and incorporated into this Master Contract.

2 Scope of Work2.1 The Institution may be requested to perform any of the following services under individual Work Order

Contracts:

Conduct transportation research and implementation projects on a wide range of topics including one or more of the following: Multimodal; Bridges and Structures; Traffic and Safety; Maintenance Operations and Security; Policy and Planning; Environmental; Material and Construction; and Administrative.

2.2 The Institution understands that only the receipt of a fully executed Work Order Contract authorizes the Institution to begin work under this Master Contract. Any and all efforts, expenses, or actions taken before the Work Order Contract is fully executed is not authorized under Minnesota Statutes and is under taken at the sole responsibility and expense of the Institution. See Exhibit A for the sample Work Order Contract.

2.3 The Institution understands that this Master Contract is not a guarantee of a Work Order Contract. Mn/DOT has determined that it may have need for the services under this Master Contract, but does not commit to spending any money with the Institution.

3 Specifications for Deliverables3.1 Quarterly Reports. Mn/DOT requires Quarterly Summary Reports documenting the progress of the Work Order

Contract and any issues to be resolved for continuation of the project. Mn/DOT requires the Quarterly Summary Report to be furnished in a one page electronic format and e-mailed to Mn/DOT’s Administrative and Technical Liaisons assigned to each Work Order Contract.

3.2 Final Report. The Institution will follow the report format guidelines as specified in the “Minnesota Department of Transportation Electronic Publishing Guidelines”, which can be found at the following website:

http://www.dot.state.mn.us/research/documents/mndot-research-publishing-guidelines.pdf. The Institution may contact Mn/DOT’s Research Services Section for a copy of the guidelines and any other report publishing policies. Mn/DOT will not hold a Final Report for a time period exceeding one year in the case of pending journal publications or patent application. Any requests for an extension of the one year limit must be submitted, in writing, for approval by Mn/DOT. Draft and Final Reports must be free of spelling and grammatical errors and must include a two-page executive summary which highlights the key findings and recommendations. The Institution will be responsible for delivering these documents in an error free format and will be responsible for additional costs associated with getting the reports into compliance.

3.3 Software. If software is identified as a deliverables in any Work Order Contract, the Institution will follow the “Minnesota Department of Transportation’s Research Services Section Software Deliverables Guidelines”, which can be found in the Technical Advisory Panel (TAP) Guidelines at the following website: http://www.research.dot.state.mn.us/tap/TAPGuidelines.pdf.

3.4 Any other type of deliverables will be specified in each Work Order Contract.

4 Time4.1 The Institution must comply with all the time requirements described in Work Order Contracts. In the

performance of Work Order Contracts, time is of the essence.

5 Consideration and Payment5.1 Consideration.

5.1.1 The Institution will be paid on a Lump Sum basis for the performance of each Work Order Contract issued under this Master Contract. The total compensation of all Work Order Contracts may not exceed $_____________. Payment on individual Work Order Contracts will be made upon completion and acceptance of each task, and acceptance of each task deliverable.

5.1.2 The Institution may deviate from the approved budget contained in each Work Order Contract only in accordance with the provisions set forth in the Federal Office of Management and Budget (OMB) Circular A-110, “Uniform Administrative Requirements Applicable to Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations”, in effect at the effective date of each Work Order Contract. Each Work Order Contract issued, pursuant to this Master Contract, will identify Mn/DOT’s maximum obligation under that Work Order Contract. The Institution’s Authorized Representative will notify Mn/DOT, in writing, if the maximum amount of a Work Order Contract is likely to be exceeded. The request must include the amount of additional funds and the reasons for the request. Mn/DOT may approve, modify or reject such request. The Institution will not be reimbursed for additional expenses incurred under any Work Order Contract without Mn/DOT’s prior written authorization.

5.1.3 The Institution will use the following procedures in developing a budget for each Work Order Contract:5.1.3.1 Direct Costs

- Salaries and Fringe Benefits will be those established for the Institution in the approved pay plan and fringe benefit rate schedule for the Institution for the period covered by the Work Order Contract.

- Travel and subsistence expenses will be allowable in accordance with the applicable practices of Mn/DOT as provided in the current Mn/DOT Travel Regulations. No out-of-state travel is authorized under this Master Contract without prior approval from Mn/DOT’s Authorized Representative. The Travel Authorization Form is available in the TAP Guidelines, which can be found at the following website: http://www.research.dot.state.mn.us/tap/TAPGuidelines.pdf.

- Consumable Supplies and Equipment will be purchased at the lowest price available to the Institution.

- Computer Equipment and Usage charges will be set forth in the Work Order Contract and proposed as follows:o Purchased equipment will be at the most competitive price(s) available to the Institution.o Usage charges will be at the rates established by the Institution for the particular

equipment used for the period covered by the Work Order Contract. When no such rate exists, a usage rate will be negotiated and established for the specific Work Order Contract.

o Disposition of purchased equipment will be in accordance with the terms set forth in 5.1.3.3 (Title and Disposition) of this Master Contract.

- Shop Charges and Service Center Charges will be at the rates established for interdivisional

billing within the Institution for the period covered by this Master Contract.- Equipment Needs, as defined in 5.1.3.3 will be set forth in the Work Order Contract budget

and will be at the price paid by the Institution. Any expenditure varying from the approved budget must be approved, in writing, by Mn/DOT’s Authorized Representative.

- Specialized or Non-Expendable Research Equipment o Non-expendable research equipment is defined as equipment, tools and instruments that

are not consumed during use, and which retain their original identity and characteristics during their useful life. Upon completion of a research project, for which non-expendable equipment was purchased, ownership of the equipment will be vested in Mn/DOT unless otherwise agreed upon. If all parties are in agreement, the equipment may be purchased by the Institution, from Mn/DOT, at the salvage value determined at the time of purchase.

o For some research projects, computers or special software must be purchased or leased for use on the project. The purchased or lease computers, software or electronics will follow the same guidelines for other non-expendable equipment.

- Consultants and Subcontractors. The use of consultants and subcontractors will be approved on a Work Order by Work Order basis. When the Institution intends on utilizing consultants or subcontractors on a project, they must be identified in the Work Order Contract, and their combined costs may not exceed 50% of the Total Work Order Contract costs.

5.1.3.2 Indirect Costs- Indirect costs will not be allowed except when Work Order Contract costs are reimbursable by

non-state funds, credited to the Trunk Highway Fund.- Indirect costs qualified for payment under the above clause will be reimbursed at the current

negotiated federal government rate. This indirect rate will be based on the cost principles contained in the Federal OMB Circular A-21, as amended. The indirect cost rate agreement will accompany proposals which qualify under this clause.

- The indirect costs established herein will be in force for the period of performance of this Master Contract and the period of performance of any Work Order Contract issued under this Master Contract.

5.1.3.3 Non-Consumable Personal Property and Computer Hardware Equipment - Definition. As used herein, the term “Equipment” means non-consumable personal property

and computer hardware (to include computers, peripheral hardware, internal enhancements and any purchased software which is required to make equipment operational) to be used in the performance of a Work Order Contract.

- Purchases. Equipment purchases will be made in accordance with the terms set forth in 5.1.3.1.

- Title and Disposition. Title to equipment purchased with funds from any Work Order Contract resides with the Institution and must be accounted for through the Institution’s property inventory system. At the request of Mn/DOT, the Institution must provide a complete list of all equipment purchased under any Work Order Contracts and its current location. Continued use of the equipment during its useful lifetime for the same or other related projects will constitute acceptable use of the equipment. Mn/DOT reserves the right to transfer the equipment and the title thereto Mn/DOT within one year of the Work Order Contract termination or expiration in those cases where Mn/DOT, in its sole discretion, determined that equipment purchased with funds from any Work Order Contract is needed to implement or further the objectives of the research. A request to transfer equipment and the title thereto, to Mn/DOT will be made, in writing, by Mn/DOT’s Authorized Representative.

5.2 Travel Expenses. Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Institution as a result of any Work Order Contract will be reimbursed in same manner and in no greater amount than provided in the current “Commissioner’s Plan” promulgated by the commissioner of Minnesota

Management and Budget. The Institution will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received Mn/DOT’s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. The Institution must submit, in writing, the purpose of the travel and the associated costs.  No travel will be reimbursed unless prior written approval is granted by Mn/DOT’s Research Services Section. Costs will only be reimbursed for one individual representing the contracting team per conference, unless prior approval is given and the travel intent is outlined in Work Order Contract. Also, unless identified in the Work Order Contract, attendance at only one conference, per Work Order Contract, will be approved. Any materials presented and distributed at conference will be provided to Mn/DOT.

5.3Payment5.3.1 Invoices. Mn/DOT will promptly pay the Institution after the Institution presents an itemized invoice for

the services actually performed and Mn/DOT’s Authorized Representative accepts the invoiced services. Invoice amounts and submittal schedules for each Work Order Contract will be based on the cost and work schedules provided in each Work Order Contract and will not exceed the amount of the Work Order Contract. Invoices must be submitted in a timely manner. Invoices under all Work Order Contracts must include the following information: 1) Master Contract and Work Order Contract numbers; 2) Project Title; 3) Task Numbers and the dollar value for each Task; and 4) the invoice period.

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

6. Conditions of Payment6.1 All services provided by the Institution under a Work Order Contract must be performed to Mn/DOT’s

satisfaction, as determined at the sole discretion of Mn/DOT’s Authorized Representative and in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. The Institution will not receive payment for work found by Mn/DOT to be unsatisfactory or performed in violation of federal, state or local law.

6.2 Authorized representative of Mn/DOT will have the right to inspect the work performed by the Institution under any Work Order Contract. Such inspections will be arranged at mutually agreeable times.

6.3 Mn/DOT agrees to accept the Federal OMB’s Circular A-133, “Audits of States, Local Governments and Non-Profit Organizations” as adequate to substantiate the validity of the procedures used for expenditure claims.

7 Designation of Mn/DOT’s Authorized Representative and Administrative and Technical Liaisons and the Institution’s Authorized Representative and Key Personnel7.1 Mn/DOT’s Authorized Representative for this Master Contract will be:

Name/Title:Address:Telephone:Fax:E-Mail:

7.2 Mn/DOT’s Administrative and Technical Liaisons will be identified in each Work Order Contract.

7.3 The Institution’s Authorized Representative for this Master Contract will be:Name/Title:Address:Telephone Number:Fax Number:E-Mail:

If the Institution’s Authorized Representative changes at any time during this Master Contract, the Institution must immediately notify Mn/DOT’s Authorized Representative.

7.4 The Institution’s Key Personnel will be identified in each Work Order Contract. Key personnel are defined as the Principal Investigator, together with any academic personnel and senior scientific personnel identified as key personnel by name in any Work Order Contract.

7.4.1 The Institution will not add, replace, remove or substitute any key personnel, if named, without the prior written approval of Mn/DOT.

7.4.2 If, for any reason, substitution of a specified individual becomes necessary, the Institution will provide timely notification to Mn/DOT’s Authorized Representative. Notification must be written and may be transmitted by e-mail and must include the proposed successor’s name and a resume. Mn/DOT will have the right to approve or reject the proposed successor. If a proposed successor is rejected, the Institution will propose additional candidates until a satisfactory successor is selected.

7.4.3 In the event of departure or substitution of the Principal Investigator, the Institution must prepare a report giving the current status of the project, the findings to date and a plan for completing the project. Mn/DOT will withhold payment of the most recent invoice until this report is submitted and accepted in writing.

7.4.4 The Institution’s Authorized Representative must promptly notify Mn/DOT’s Authorized Representative if the level of effort by any of the key personnel devoted to a Work Order Contract will vary from the anticipated level set forth in that Work Order Contract.

8. Assignment, Amendments, Waiver, and Contract Complete8.1 Assignment. The Institution may neither assign nor transfer any rights or obligations under this Master Contract

or any Work Order Contract without the prior consent of Mn/DOT and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Master Contract, or their successors in office.

8.2 Amendments. Any Amendment to this Master Contract or any Work Order 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. No Amendment or extension of this Master Contract will automatically apply to any Work Order Contract previously entered into between the parties in which this Master Contract, or a portion thereof, has been incorporated by reference.

8.3 Waiver. If Mn/DOT fails to enforce any provision of this Master Contract or any Work Order Contract, that failure does not waive the provision or its right to enforce it.

8.4 Contract Complete. This Master Contract and any Work Order Contract contain all prior negotiations and agreements between Mn/DOT and the Institution. No other understanding regarding this Master Contract or Work Order Contract, whether written or oral, may be used to bind either party.

9. Indemnification 9.1 In the performance of this contract by the Institution, or Institution’s agents or employees, the Institution must

indemnify, save, and hold harmless Mn/DOT, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by Mn/DOT, to the extent caused by Institution’s:- Intentional, willful, or negligent acts or omissions; or- Actions that give rise to strict liability; or- 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 Mn/DOT’s sole negligence. This clause will not be construed to bar any legal remedies the Institution may have for Mn/DOT’s failure to fulfill its obligation under this Master Contract or any resulting Work Order Contracts.

10 State Audits10.1Under Minnesota Statutes §16C.05, subdivision. 5, the Institution’s books, records, documents and accounting

procedures and practices relevant to any Work Order Contract are subject to examination by Mn/DOT and/or Mn/DOT’s Auditor or the Legislative Auditor, as appropriate, for a minimum of six years from the end of this Master Contract. Mn/DOT will provide reasonable advance notice of examinations.

10.2Audits of expenditures incurred and revenues collected under any Work Order Contract issued will be conducted in accordance with the cost principles and procedures set forth in Federal OMB Circular A-21, “Cost Principles for Educations Institutions”.

10.3The Institution will maintain books, records, documents and other evidence pertaining to all costs and expenses incurred and revenues acquired under any Work Order Contract to the extent and in such detail as will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs and expenses for which payment is claimed.

10.4Records relating to any litigation or claim arising out of the performance of any Work Order Contract, or costs or expenses for any Work Order Contract, to which exception has been taken as a result of inspection or audit, will be retained by the Institution until such litigation, claim or exception has been disposed. Mn/DOT will notify the Institution of such Work Order Contracts.

10.5The Institution, in maintaining project expenditure accounts, records and reports, will make any necessary adjustments to reflect refunds, credits, underpayments or overpayments, as well as any adjustments resulting from administrative reviews and audits by Mn/DOT, or by the Institution. Such adjustments will be set forth in the financial reports filed with Mn/DOT’s Authorized Representative.

11 Government Data Practices and Intellectual Property 11.1. Government Data Practices. The Institution and Mn/DOT must comply with the Minnesota Government Data

Practices Act, Minnesota Statute Chapter 13, as it applies to all data provided by Mn/DOT under any Work Order Contract, and as it applies to all data created, collected, received, stored, used, maintained or disseminated by the Institution under the Work Order Contract. The civil remedies of Minnesota Statute §13.08 apply to the release of the data referred to in this clause by either the Institution or Mn/DOT. If the Institution receives a request to release the data referred to in this Clause, the Institution must immediately notify Mn/DOT. Mn/DOT will give the Institution instructions concerning the release of the data to the requesting party before the data is released.

11.2Intellectual Property Rights11.2.1 Intellectual Property Rights. Mn/DOT 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 any Work Order Contract. 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 Institution, its employees, agents and subcontractors, either individually or jointly with others in the performance of this master contract or any Work Order Contract. Works includes “Documents”. Documents are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks or other materials, whether in tangible or electronic forms, prepared by the Institution, its employees, agents or subcontractors, in the performance of a Work Order Contract. The Documents will be the exclusive property of Mn/DOT and all such Documents must be immediately returned to Mn/DOT by the Institution upon completion or cancellation of the Work Order 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 Institution assigns all right, title and interest it may have in the Works and the Documents to Mn/DOT. The Institution must, at the request of Mn/DOT, execute all papers and perform all other acts necessary to transfer or record Mn/DOT’s ownership interest in the Works and Documents.

11.2.2 Obligations11.2.2.1 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 Institution, including its employees and subcontractors, in the performance of a Work Order Contract, the Institution will immediately give Mn/DOT’s Authorized Representative written notice thereof, and must promptly furnish Mn/DOT’s Authorized Representative with complete information and/or disclosure thereon.

11.2.2.2 Representation. The Institution 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 Mn/DOT, and that neither the Institution nor its employees, agents or subcontractors retain any interest in and to the Works and Documents. The Institution 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 Institution will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless Mn/DOT, at the Institution’s expense, from any action or claim brought against Mn/DOT 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 Institution 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 Institution’s or Mn/DOT’s opinion is likely to arise, the Institution must, at Mn/DOT’s discretion, either procure for Mn/DOT 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 Mn/DOT will be in addition to and not exclusive of other remedies provided by law.

12 Affirmative Action12.1 Following are the affirmative action requirements for Contracts in excess of $100,000.00 and if the Institution

has more than 40 full-time employees in Minnesota, or its principal place of business. Mn/DOT intends to carry out its responsibility for requiring affirmative action by the Institution.

12.2 Covered Contracts and Universities. If this Master Contract exceeds $100,000.00, and the Institution 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 Institution must comply with the requirements of Minnesota Statutes §363A.36 and Minnesota Rules Parts 5000.3400-5000.3600. An Institution covered by Minnesota Statutes §363.073 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.

12.3 Minnesota Statutes §363A.36. Minnesota Statutes §363A.36 requires the Institution to have an affirmative action plan for the employment of minority persons, women and qualified disabled individuals approved by the Minnesota Commissioner of Human Rights (“Commissioner”) as indicated by a certificate of compliance. The law addresses suspension or revocation of a certificate of compliance and contract consequences in that event. A Master Contract awarded without a certificate of compliance may be voided.

12.4 Minnesota Rules Parts 5000.3400-5000.3600. 12.4.1 General. Minnesota Rules Parts 5000.3400-5000.3600 implement 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 an Institution’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 Minnesota Rules Parts 5000.3400-5000.3600 including, but not limited to, parts 5000.3420-5000.3500 and 5000.3552-5000.3559.

12.4.2 Disabled Workers. The Institution must comply with the following affirmative action requirements for disabled workers.12.4.2.1 The Institution 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 Institution 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.

12.4.2.2 The Institution agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

12.4.2.3 In the event of the Institution’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minnesota Statutes Section 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.

12.4.2.4 The Insitution agrees to post, in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Institution’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.

12.4.2.5 The Institution must notify each labor union or representative of workers with which it has a collective bargaining agreement or other Contract understanding, that the Institution is bound by the terms of Minnesota Statutes Section 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.

12.4.3 Consequences. The consequences for the Institution’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 Master Contract by the Commissioner or Mn/DOT.

12.4.4 Certification. The Institution hereby certifies that it is in compliance with the requirements of Minnesota Statutes §363A.36 and Minnesota Rules Parts 5000.3400-5000.3600 and is aware of the consequences for noncompliance.

13 Workers’ Compensation and Other Insurance13.1 The Institution certifies that it is in compliance with all insurance requirements specified in the solicitation

document relevant to this Master Contract.13.2 Further, the Institution certifies that it is in compliance with Minnesota Statutes §176.181, subdivision 2,

pertaining to workers’ compensation insurance coverage. The Institution’s employees and agents will not be considered Mn/DOT 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 Mn/DOT’s obligation or responsibility.

14 Publicity and Endorsement14.1 Publicity. Any publicity regarding the subject matter of a Work Order Contract must identify Mn/DOT as the

sponsoring agency and must not be released without prior written approval from Mn/DOT’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 Institution individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from a Work Order Contract.

14.2 Endorsement. The Institution must not claim that Mn/DOT endorses its products or services.

15 Governing Law, Jurisdiction, and Venue15.1 Minnesota law, without regard to its choice-of-law provisions, governs this Master Contract and all Work

Order Contracts. Venue for all legal proceedings arising out of this Master Contract and/or any Work Order Contracts, or their breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

16 Payment to Consultants and Subcontractors16.1 (If applicable) As required by Minnesota Statute §16A.1245, the Institution must pay all consultants and

subcontractors, less any retainage, within 10 calendar days of the Institution’s receipt of payment from Mn/DOT for undisputed services provided by the consultant(s) or 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 consultant(s) or subcontractor(s) on any undisputed amount not paid on time to the consultant or subcontractor.

17 Minnesota Statutes §181.59The Institution will comply with the provisions of Minnesota Statutes §181.59, which require:17.1 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 of Minnesota, for materials, supplies or construction will contain provisions by which the Institution agrees: 1) That, in the hiring of common or skilled labor for the performance of any work under any Work Order Contract, or any subcontract, no contractor, material supplier or vendor, will, 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 Institution, material supplier or vendor, will, 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 Work Order Contract on account of race, creed or color; 3) That a violation of this section is a misdemeanor; and 4) That this Master Contract and any Work Order Contract issued therein may be canceled or terminated by the state of Minnesota, 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 Master Contract.

18 Termination18.1 Termination by State or Minnesota or Mn/DOT. Mn/DOT or the Commissioner of Administration may cancel

this Master Contract and any Work Order Contracts at any time, with or without cause, upon 30 days’ written notice to the Institution. Upon termination, the Institution will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.

18.2 Termination for Insufficient Funding. Mn/DOT may immediately terminate this Master Contract and any Work Order Contracts 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 Institution. Mn/DOT is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Institution will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. Mn/DOT will not be assessed any penalty if the Master Contract or Work Order Contract is terminated because of the decision of the Minnesota legislature or other funding source, not to appropriate funds. Mn/DOT must provide the Institution notice of the lack of funding within a reasonable time of Mn/DOT’s receiving that notice.

18.3 Termination for Failure to Agree to an Amendment. Mn/DOT may immediate terminate this Master Contract or any Work Order Contract issued therein if the parties fail to agree upon an Amendment to this Master Contract or any Work Order Contract that Mn/DOT, in its sole discretion, determines is required by statute or executive order.

19 Data Disclosure19.1 Under Minnesota Statute §270.66, and other applicable law, the Institution consents to disclosure of its social

security number, federal employer tax identification number and/or Minnesota tax identification number, already provided to Mn/DOT, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws, which could result in action requiring the Institution to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

20 Foreign Outsourcing20.1 The Institution will be required to complete a Location of Service Disclosure and Certification Form for each

Work Order Contract awarded.

21 Employee Status21.1 By order of the Governor’s Executive Order 08-01, if this Master Contract, or any resulting Work Order

Contract, including any extension options, is or could be in excess of $50,000, the Institution certifies that it and its consultants or subcontractors:21.1.1 Comply with the Immigration Reform and Control Act of 1986 (U.S.C. 1101 et. seq.) in relation to all

employees performing work in the United States and do not knowingly employ persons in violation of the United States’ immigrations laws; an

21.1.2 By the date of the performance of services under this contract, Contractor and all its subcontractors have implemented or are in the process of implementing the E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State of Minnesota.

The Institution will obtain certifications of compliance with this section from all consultants or subcontractors who will participate in the performance of any Work Order Contract. Consultant and subcontractor certifications will be maintained by the Institution and made available to the state upon request. If the Institution or its consultants or subcontractors are not in compliance with a or b above, or have not begun or implemented the E-Verify program for all newly hired employees performing work under any Work Order Contract, Mn/DOT reserves the right to determine what action it may take including but not limited to, cancelling the Master Contract and/or any resulting Work Order Contract and/or suspending or debarring the Institution from state purchasing.

22 Patent Rights22.1 Definitions

22.1.1 “Inventions” means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the Unites States Code.

22.1.2 “Subject Invention” means any invention of the Institution conceived or first actually reduced to

practice in the performance of work under any Work Order Contract issues under this Master Contract.22.2.3 “Practical Application” means to manufacture in the case of a composition or product, to practice in

the case of a process or method or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

22.2.4 “Made”, when used in relation to any invention, means the conception or first actual reduction to practice of such invention.

22.2 Allocation of Principal Rights. The Institution may retain the entire right, title and interest throughout the world to each subject invention subject to the provision of this clause. With respect to any subject invention in which the Institution retains title, Mn/DOT and all political subdivisions of the State of Minnesota, and the providing Federal Agency if federal funding is involved, will have a nonexclusive, nontransferable, perpetual, irrevocable, royalty-free license to practice or have practiced the subject invention for its internal use throughout the world.

22.3 Invention Disclosure, Election of Title and Filing of Patent Application by the Institution22.3.1 The Institution will disclose each subject invention to Mn/DOT’s Authorized Representative within

two months after the inventor discloses it, in writing to the Institution’s personnel responsible for patent matters. The disclosure to Mn/DOT’s Authorized Representative will be in the form of a written report and will identify the Work Order Contract under which the invention was made and the inventor(s). It will be sufficiently complete in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the nature, purpose, operation and physical, chemical, biological or electrical characteristics of the invention. The disclosure will also identify any publication, sale or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to Mn/DOT’s Authorized Representative, the Institution will promptly notify Mn/DOT’s Authorized Representative of the acceptance of any manuscript describing the invention for publication or of any sale or public use planned by the Institution.

22.3.2 The Institution will elect whether or not to retain title to any such invention by notifying Mn/DOT’s Authorized Representative, in writing, within 12 months of disclosure, provided that in any case where publication, sale or public use has initiated the one year statutory period wherein valid patent protection can still be obtained in the United States, the period of election of title may be shortened by Mn/DOT to a date that is no more than 60 days prior to the end of the statutory period.

22.3.3 The Institution will file its initial patent application on an elected invention within two years after election or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, sale or public use. The Institution will file patent applications in additional countries within either 10 months of the corresponding initial patent application or six months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign applications where such filing has been prohibited by a Secrecy Order.

22.3.4 Requests for extension of the time for disclosure to Mn/DOT’s Authorized Representative of the election to file patent application may, at Mn/DOT’s discretion, be granted. Requests will be in writing to Mn/DOT’s Authorized Representative and will identify the Work Order Contract under which the invention was made by Master and Work Order Contract numbers and project title.

22.4 Conditions When Mn/DOT May Obtain Title. Under the following conditions, the Institution will convey to Mn/DOT, upon written request, title to any subject invention.22.4.1 If the Institution fails to disclose or elects not to reveal the title of the subject invention within the

times specified in 22.3.1 and 22.3.2.22.4.2 In those countries which the Institution fails to file patent applications within the times specified in

22.3.3; provided, however, that if the Institution has filed a patent application in a country after the times specified in 22.3.3, but prior to its receipt of the written request of Mn/DOT, the Institution will continue to retain title in that country.

22.4.3 In any country in which the Institution decides not to continue the prosecution of any application for, to pay maintenance fees on or defend in re-examination or opposition proceeding on, a patent on a subject invention.

22.5 Minimum Rights to the Institution22.5.1 The Institution will retain a nonexclusive, royalty-free license throughout the world in each subject

invention to which Mn/DOT obtains title. The Institution’s license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Institution is a part and includes the right to grant sublicenses of the same scope to the extent the Institution was legally obligated to do so at the time the Work Order Contract was awarded. The license is transferable only with the written approval of Mn/DOT except when transferred to the successor of that part of the Institution’s business to which the invention pertains. If the Institution fails to disclose the subject invention within the times specified in 22.3.1, the Institution will retain only a nonexclusive, irrevocable, royalty-free, nontransferable license for its’ internal use.

22.5.2 Before revocation or modification of the license, Mn/DOT will furnish the Institution a written notice of its intention to revoke or modify the license and the Institution will be allowed 30 days (or such other time as may be authorized by Mn/DOT for good cause shown by the Institution) after the notice to show cause why the license should not be revoked or modified. The Institution has the right to appeal, in accordance with applicable agency licensing regulations (if any) and the Federal Property Management Regulations concerning the licensing of Government-owned inventions, any decision concerning the revocation or modifications of its license.

22.6 The Institution’s Action to Protect Mn/DOT’s Interest22.6.1 The Institution will execute or have executed and promptly deliver to Mn/DOT all instruments

necessary to 1) establish or conform the rights Mn/DOT has throughout the world in those subject inventions to which the Institution elects to retain title, and 2) convey title to Mn/DOT when requested under 21.4 and to enable Mn/DOT to obtain patent protection throughout the world in that subject invention.

22.6.2 The Institution will require, by written policy, its employees, other than clerical and nontechnical employees, to disclose promptly, in writing, to personnel identified as responsible for the administration of patent matters, and in a format suggested by the Institution each subject invention made under any Work Order Contract in order that the Institution can comply with the disclosure provisions of 22.3.1 and to execute all papers necessary to file patent applications on subject inventions and to establish Mn/DOT’s rights in the subject inventions. This disclosure format should require, as a minimum, the information required by 22.3.1. The Institution will instruct such employees through employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars.

22.6.3 The Institution will notify Mn/DOT, in writing, of any decision not to continue the prosecution of a patent application, pay maintenance fees or defend in a re-examination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response period required by the relevant patent office.

22.6.4 The Institution will include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement: “This invention was made with State of Minnesota support under (identify the contract) awarded by (identify State). The State of Minnesota has certain rights in this invention”.

22.7 Subcontracts. The Institution will include in all subcontracts, regardless of tier, the patent rights stipulations of this Master Contract.

22.8 Preference for United States Industry. Notwithstanding any other provision of this clause, neither the Institution nor any assignee will grant to any person or entity, the exclusive right to use or sell any subject invention in the United States unless such a person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by Mn/DOT, in writing, upon a showing by the Institution or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible.

22.9 Disposition of Royalties. The Institution acknowledges the rights of Mn/DOT in the income for inventions developed under state funded research. The Institution will share the net royalties distributed to it in accordance with the Institution’s Board of Regents’ or Board of Trustees’ Policy Royalty income resulting from subject inventions developed in the performance of any Work Order Contract negotiated under this Master Contract will be distributed between the Institution and Mn/DOT in accordance with Article 23 of this Master Contract.

23 Royalty Income23.1 Royalty income will be the combined net income resulting from both inventions and copyrightable material,

including software, resulting from the performance of and Work Order Contract negotiated under this Master Contract.

23.2 The Institution will share royalty income with Mn/DOT.23.3 Mn/DOT’s share of net royalty income will be dedicated to transportation-related research at the Institution

and will be reinvested in research projects mutually agreed upon by the Institution and Mn/DOT’s Authorized Representative. See Article 25 for additional terms governing income received by Mn/DOT.

24 Program Income24.1 State Funding. The Institution will report all program income, directly generated by an activity funded under

any Work Order Contract, issued pursuant to this Master Contract to Mn/DOT. The Institution will pay net program income to Mn/DOT in accordance with the provisions of Article 25. Such net program income will then, at Mn/DOT’s discretion, either be added to the funds committed to the project under which the income accrued or will be applied to future transportation-related research projects at the Institution.

24.2 Federal Funding. The Institution will account for, report and use Program Income in accordance with the provisions set forth in Federal OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations, Section 25.

25 Funds Received by Mn/DOT25.1 When Mn/DOT is entitled to receive a share of Royalty Income or Net Program Income, the parties may either

(1) agree that Mn/DOT will be given a credit against any remaining compensation due the Institution under the Work Order Contract (or any other Work Order Contract) in lieu of receiving such payment; or (2) the Parties may enter into a “partnership agreement” pursuant to Minnesota Statutes section 174.02.

25.2 If the parties elect to enter into a “partnership agreement” pursuant to Minnesota Statutes section 174.02, the money will be deposited into a segregated account in the state treasury, and will, at Mn/DOT’s discretion, either be added to the funds committed to the project under which the income accrued or be applied to future transportation-related research projects at the Institution.

26 Federal ClausesThe following additional conditions apply to any Work Order Contract funded with Federal funds:26.1 Federal reimbursement will be limited to the Federal share of costs which are allowable under the Federal cost

principles contained in the Federal Acquisition Regulation, Contract Cost Principles and Procedures, 48 Code of Federal Regulations Section 31.

26.2 The Institution warrants and represents that Mn/DOT and the Federal Highway Administration will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use for federal, state or local government purposes, any patentable subject matter or copyrightable materials developed or any rights of copyright to which Mn/DOT has purchased ownership, under any Work Order Contract. When applicable, the patent rights provisions of 48 Code of Federal Regulations Section 27 will apply to all Work Order Contract regarding rights to inventions. Such provisions are incorporated by reference and must be incorporated in all subcontracts by reference.

26.3 Federal-Aid Contracts. The Institution acknowledges that by signing this Master Contract, it certifies to the best of its knowledge and belief:26.3.1 That no Federal appropriated funds have been paid or will be paid, by or on behalf of the Institution, to

any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with the awarding of any Federal aided Work Order Contract or the making, extension, continuation, renewal, amendment or modification of any Federal grant, loan, or cooperative agreement.

26.3.2 That if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with a Federal aided contract, grant, loan or cooperative agreement, the Institution must complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

26.3.3 That this certification is a material representation of fact upon which reliance was placed when this transaction was made or entered. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 United States Code Section 1352. Any person who fails to file the required certification will be subject to a civil penalty.

26.3.4 That it must require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000.00 and that all such subcontractors must certify and disclose accordingly.

26.4 The Institution must comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act, 42 United States Code Section 7606; Section 508 of the Clean Water Act, 33 United States Code Section 1368; Executive Order Number 11738 and all applicable regulations promulgated by the United States Environmental Protection Agency.

26.5 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion. By signing this Master Contract, the Institution is providing the certification set out below:26.5.1 The certification in this clause is a materials representation of fact upon which reliance was placed

when this Master Contract was entered into. If it is later determined that the Institution knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, Mn/DOT may pursue any available remedies, including suspension and/or debarment.

26.5.2 The Institution will provide immediate written notice to Mn/DOT if at any time the Institution learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

26.5.3 The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “person,” “primary covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this Article, have the meaning set out in the Definitions and Coverages sections of rules implementing Executive Order 12549.

26.5.4 The Institution agrees that it will not knowingly enter into any subcontract equal to or exceeding $100,000.00 with a subcontractor who is proposed for debarment under 48 Code of Federal Regulations part 9, subpart 9.4; debarred; suspended; declared ineligible; or voluntarily excluded from participation in this covered transaction, unless authorized by Mn/DOT.

26.5.5 The Institution further agrees that it will include this clause, 25.5, without modification, in all subcontracts equal to or exceeding $100,000.00 and in all solicitations for subcontracts equal to or exceeding $100,000.00.

26.5.6 Mn/DOT may rely upon a certification of the Institution that it is not proposed for debarment under 48 Code of Federal Regulations part 9, subpart 9.4; debarred; suspended; ineligible; or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. Mn/DOT may decide the method and frequency by which it determines the eligibility of Institution. Mn/DOT may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non-procurement Programs.

26.5.7 Nothing contained in the foregoing will be construed to require establishment of a system of records in order to render in good faith the certification required by this Article. The knowledge and information of a participant is not required to exceed that which is normally possessed by the Institution in the ordinary course of business dealings.

26.5.8 Except for subcontracts authorized above, if the Institution knowingly enters into a subcontract equal to or exceeding $100,000.00 with a subcontractor who is proposed for debarment under 48 Code of Federal Regulations part 9, subpart 9.4; suspended; debarred; ineligible; or voluntarily excluded from participation in the subcontract, in addition to other remedies available to the federal government, Mn/DOT may pursue available remedies, including suspension and/or debarment.