Minnesota Department of Health Legal Technical Assistance for Healthy Eating Request for Proposals July 11, 2014 Page 1
REQUEST FOR PROPOSALS Minnesota Department of Health Project Overview Goal The Office of Statewide Health Improvement Initiatives (OSHII) within the Minnesota Department of Health (MDH) supports all Minnesotans in leading healthier lives, raising healthier families and building healthier communities by preventing disease well before it starts. OSHII provides local grants through the Statewide Health Improvement Program (SHIP) (http://www.health.state.mn.us/divs/oshii/ship) and works with other partners to address health improvement initiatives. We work to reduce the rates of the top four underlying causes of preventable illness and early death by: Increasing the percentage of Minnesotans who eat more healthy foods, Increasing the percentage of Minnesotans who are more physically active, Reducing the percentage of Minnesotans who use commercial tobacco products or are exposed to second hand smoke, and Reducing the percentage of Minnesotans who misuse or are harmed by alcohol and other drugs. We succeed by leveraging local and state partnerships, utilizing evidence-based best practices, conducting rigorous evaluation, and partnering with communities. These strategies support sustainable change toward making the healthy choice the easy choice. The work of the Physical Activity and Nutrition Unit within OSHII is to create physical and social environments and systems that support active living and healthy eating to improve the health of all people in Minnesota. The Unit works on access, health literacy and policy strategies within child care, school, worksite, health care and community settings. The ultimate goal of this work is to reduce rates of heart disease and stroke, diabetes, cancer and depression. The Minnesota Food Charter (MFC) (http://mnfoodcharter.com) is a broad-based public process that will result in a document that expresses a clear and compelling vision of how all Minnesotans can access healthy, affordable and safe food more easily and enjoy the economic benefits of healthier, stronger communities today and tomorrow. The MFC will be ready for public launch in October 2014. The project outlined in this proposal request supports healthy eating strategies. As such, MDH seeks proposals to support legal technical assistance to address healthy eating strategies in five institutional settings (child care, schools, worksites, health care, and community) in Minnesota. The goal of this project is to provide legal technical assistance that supports implementation of healthy eating strategies through the Minnesota Food Charter, the Statewide Health Improvement Program (SHIP) and other healthy eating initiatives being implemented by state and local partners. Sample Tasks 1. Provide legal technical assistance in response to requests from SHIP grantees and other partners on issues that impact access to healthy foods in the child care, school, worksite, health care and/or community settings. 2. Provide trainings to SHIP grantees and other partners on legal issues affecting access to healthy foods in child care, school, worksite, health care and/or community settings. 3. Provide legal technical assistance to complete the Minnesota Food Charter (MFC) and MFC school food access guide to be launched in October 2014. Page 2
4. Provide legal technical assistance to develop MFC child care, worksite, health care and/or community food access guides. Technical assistance methods will include training, tools and consultative support to increase the knowledge and skills of grantees. Preferred respondents are institutions that have demonstrated experience working with governmental agencies and nonprofit organizations, providing training workshops, and providing consultative support on legal issues affecting access to healthy food in child care, school, worksite, health care and community settings. Technical assistance may take many forms and should be adapted to meet the different training needs of grantees with varied levels of knowledge, experience and skill. The chosen contractor must be able to provide various forms of assistance, including: Training provided to a group via webinar or in-person Train the trainer designed to build the capacity of grantees Direct one-on-one consultation in person, via e-mail or by phone Resources, materials and toolkits The term of this contract is anticipated to run from September 1, 2014, or upon full execution of the contract, whichever is later, to June 30, 2015, with the option to extend an additional three years in increments determined by the State. Responders are encouraged to propose additional tasks or activities if they will substantially improve the results of the project. These items should be separated from the required items in the cost proposal. This request for proposal does not obligate the state to award a contract or complete the project, and the state reserves the right to cancel the solicitation if it is considered to be in its best interest. Written questions regarding this RFP will be accepted through August 15, 2014. Answers to questions will be posted on the website where the RFP is posted up until 7 days prior to the submission deadline Questions may be submitted to: Chris Kimber, MS, RD, PAPHS Supervisor, Physical Activity and Nutrition Unit Office of Statewide Health Improvement Initiatives Minnesota Department of Health P.O. Box 64882 St. Paul, MN 55164-0882 Chris.kimber@state.mn.us Phone: 651-201-5497 Other personnel are NOT authorized to discuss this request for proposal with responders before the proposal submission deadline. Contact regarding this RFP with any personnel not listed above could result in disqualification. Page 3
Proposal Content General Requirements (Pass/Fail) Responders must: 1. Submit a full proposal on or before the due date and time specified in this RFP and must be in compliance with all material requirements of the RFP. 2. Submit the following forms: a. Certificate Regarding Lobbying (if proposal exceeds $100,000, including extension options) b. Affirmative Action Certification (if proposal exceeds $100,000, including extension options) Additional Requirements (Responses Evaluated) Responders must submit the following information: Responder qualifications (40%) 1. Responders must submit a qualifications narrative not to exceed 10 double-spaced pages with one-inch margins that address the following points: a. Documentation demonstrating the qualifications of all personnel who will conduct work for this project, including but not limited to a resume or curricula vitae. Include any information relevant to the successful accomplishment of this project as described in this RFP. Documentation should be sufficient to demonstrate understanding of food systems change and effective collaboration skills. Documentation should also demonstrate capacity to administer all aspects of the project. b. Identification of any subcontractors proposed to conduct any aspect of the work. Include a complete description of the work to be performed by the subcontractor and information concerning the subcontractor s abilities and capacity. c. Description of organization s prior work as it relates to this project, including provision of technical assistance and training to local public health agencies and within various institutional settings; experience with development of state policy initiatives such as the Minnesota Food Charter; and experience with development of training documents specific to the field of healthy food access. 2. Responders may submit up to four pieces of documentation as appendices to support this narrative that demonstrate organization s approach to the sample tasks, as well as any suggested tasks, for example samples of training agendas. Work plan (30%) 1. Responders must submit a work plan narrative not to exceed 10 double-spaced pages with one-inch margins that demonstrates the responder's understanding of the nature of the contract and approach for the project. 2. The narrative should include deliverables and timeline for each of the items noted above in sample tasks as well as any additional tasks suggested by the respondent. Cost Proposal (30%) 1. Responders must submit a full cost proposal in the form of a project budget with sufficient detail to address all proposed costs. The respondent will be responsible for providing content, logistics, coordination, scheduling, and communications for providing technical assistance. The respondent will be responsible for providing content for and delivery of training sessions. The Minnesota Department of Health will assume the costs for logistics, coordination, scheduling, communications and participant costs for trainings sessions. The proposal for the work is not to exceed $150,000. All proposals must be sent or hand-delivered to: Page 4
Chris Kimber, MS, RD, PAPHS Supervisor, Physical Activity and Nutrition Unit Office of Statewide Health Improvement Initiatives Minnesota Department of Health 85 E 7 th Place, Suite 220 P.O. Box 64882 St. Paul, MN 55164-0882 All proposals must be received no later than 4:30 p.m., Central Time, August 18, 2014, as indicated by a notation made by the Minnesota Department of Health mailroom staff or receptionist in the Golden Rule Building, 85 East 7 th Place, Suite 220, St. Paul, MN 55101. Late proposals will not be considered. All costs incurred in responding to this RFP will be borne by the responder. Fax and email responses will not be considered. Responders proposals must include the submission of three copies of the responder qualifications narrative and work plan narrative (not to exceed a total of 20 double-spaced pages with one-inch margins) and one copy of the cost proposal. Each copy of the narrative must be signed in ink by an authorized member of the responder s organization. The cost proposal must be submitted in a separately sealed envelope clearly marked on the outside Cost Proposal along with the organization s name. For purposes of completing the cost proposal, the state does not make regular payments based upon the passage of time and only pays for services performed or work delivered after it is accomplished. Proposals are to be sealed in mailing envelopes or packages with the responder's name and address written on the outside. Proposals will be evaluated on best value as specified below. The cost proposal will not be opened by the review committee until after the qualifications points are awarded. Price will be a significant factor in the evaluation of proposals. Proposal Evaluation All proposals received by the deadline will be evaluated by representatives of the Minnesota Department of Health. Proposals will first be reviewed for responsiveness to determine if the minimum requirements have been met. Proposals that fail to meet minimum requirements will not advance to the next phase of the evaluation. The State reserves the right, based on the scores of the proposals, to create a short-listing of vendors who have received the highest scores to interview, or conduct demonstrations/presentations. The state reserves the right to seek best and final offers from one or more responders. A 100-point scale will be used to create the final evaluation recommendation. Mandatory Requirements (Scored as Pass/Fail) The following will be considered on a pass/fail basis: 1. Proposals must be received on or before the due date and time specified in this solicitation. Evaluation Factors (Scored based on percentage or points as indicated) The factors and weighting on which proposals will be judged are: 1. Responder qualifications 40% 2. Work plan 30% 3. Cost proposal 30% Page 5
It is anticipated that the evaluation and selection will be completed by August 25, 2014. General Requirements Conflicts of Interest Responder must provide a list of all entities with which it has relationships that create, or appear to create, a conflict of interest with the work that is contemplated in this request for proposals. The list should indicate the name of the entity, the relationship, and a discussion of the conflict. Proposal Contents By submission of a proposal, Responder warrants that the information provided is true, correct and reliable for purposes of evaluation for potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from the award as well as subject the responder to suspension or debarment proceedings as well as other remedies available by law. Disposition of Responses All materials submitted in response to this RFP will become property of the State and will become public record in accordance with Minnesota Statutes, section 13.591, after the evaluation process is completed. Pursuant to the statute, completion of the evaluation process occurs when the government entity has completed negotiating the contract with the selected vendor. If the Responder submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minnesota Statute 13.37, the Responder must: clearly mark all trade secret materials in its response at the time the response is submitted, include a statement with its response justifying the trade secret designation for each item, and defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless the State, its agents and employees, from any judgments or damages awarded against the State in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the State s award of a contract. In submitting a response to this RFP, the Responder agrees that this indemnification survives as long as the trade secret materials are in possession of the State. The State will not consider the prices submitted by the Responder to be proprietary or trade secret materials. Notwithstanding the above, if the State contracting party is part of the judicial branch, the release of data shall be in accordance with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time. Contingency Fees Prohibited Pursuant to Minnesota Statutes Section 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action. Sample Grant You should be aware of the State s standard contract terms and conditions in preparing your response. A sample State of Minnesota Grant Agreement is attached for your reference. Much of the language reflected in the agreement is required by statute. If you take exception to any of the terms, conditions or language in the agreement, you must indicate those exceptions in your response to the RFP; certain exceptions may result in your proposal being disqualified from further review and evaluation. Only those exceptions indicated in your response to the RFP will be available for discussion or negotiation. Reimbursements Reimbursement for travel and subsistence expenses actually and necessarily incurred by the contractor as a result of the contract will be in no greater amount than provided in the current "Commissioner s Plan promulgated by the commissioner of Employee Relations. Reimbursements will not be made for travel and subsistence expenses incurred outside Minnesota unless it has received the State s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. Page 6
Organizational Conflicts of Interest The responder warrants that, to the best of its knowledge and belief, and except as otherwise disclosed, there are no relevant facts or circumstances which could give rise to organizational conflicts of interest. An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons, a vendor is unable or potentially unable to render impartial assistance or advice to the State, or the vendor s objectivity in performing the contract work is or might be otherwise impaired, or the vendor has an unfair competitive advantage. The responder agrees that, if after award, an organizational conflict of interest is discovered, an immediate and full disclosure in writing must be made to the Assistant Director of the Department of Administration s Materials Management Division ( MMD ) which must include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organization conflict of interest is determined to exist, the State 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 MMD, the State may terminate the contract for default. The provisions of this clause must be included in all subcontracts for work to be performed similar to the service provided by the prime contractor, and the terms contract, contractor, and contracting officer modified appropriately to preserve the State s rights. Preference to Targeted Group and Economically Disadvantaged Business and Individuals In accordance with Minnesota Rules, part 1230.1810, subpart B and Minnesota Rules, part 1230.1830, certified Targeted Group Businesses and individuals submitting proposals as prime contractors will receive a six percent preference in the evaluation of their proposal, and certified Economically Disadvantaged Businesses and individuals submitting proposals as prime contractors will receive a six percent preference in the evaluation of their proposal. Eligible TG businesses must be currently certified by the Materials Management Division prior to the solicitation opening date and time. For information regarding certification, contact the Materials Management Helpline at 651.296.2600, or you may reach the Helpline by email at mmdhelp.line@state.mn.us. For TTY/TDD communications, contact the Helpline through the Minnesota Relay Services at 1.800.627.3529. Human Rights Requirements For all contracts estimated to be in excess of $100,000, responders are required to complete the attached Affirmative Action Data page and return it with the response. As required by Minnesota Rule 5000.3600, It is hereby agreed between the parties that Minnesota Statute 363A.36 and Minnesota Rule 5000.3400-5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minnesota Statute 363A.36 and Minnesota Rule 5000.3400-5000.3600 are available upon request from the contracting agency. Certification Regarding Lobbying Federal money will be used or may potentially be used to pay for all or part of the work under the contract, therefore the Proposer must complete the attached Certification Regarding Lobbying and submit it as part of its proposal. Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion. Federal money will be used or may potentially be used to pay for all or part of the work under the contract, therefore the Proposer must certify the following, as required by the regulations implementing Executive Order 12549. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -- Lower Tier Covered Transactions Instructions 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. Page 7
3. The prospective lower tier participant shall 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 shall 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 shall 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. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions 1. 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. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Page 8
CERTIFICATION REGARDING LOBBYING For 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 shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying in accordance with its instructions. (3) The undersigned shall 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 shall 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 shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Organization Name Name and Title of Official Signing for Organization By: Signature of Official Date Page 9
State Of Minnesota Affirmative Action Certification If your response to this solicitation is or could be in excess of $100,000, 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 of the bid or 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 Certificate 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 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 your certificate 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). Proceed to BOX C. We do not have a Certificate 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 Minnesota Department of Human Rights for assistance. (See below for contact information.) Please note: Certificates of Compliance must be issued by the Minnesota Department of Human Rights. Affirmative Action Plans approved by the Federal government, a county, or a municipality must still be received, reviewed, and approved by the Minnesota Department of Human Rights before a certificate can be issued. BOX B For those companies not described in BOX A Check 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 companies By signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of the responder. You 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: Authorized Signature: Printed Name: Date Telephone number: For assistance with this form, contact: Minnesota Department of Human Rights, Compliance & Community Relations Mail: The Freeman Building 625 Robert Street North, Saint TC Metro: (651) 296-5663 Toll Free: 800-657-3704 Paul, MN 55155 Web: www.humanrights.state.mn.us Fax: (651) 296-9042 TTY: (651) 296-1283 Email: compliance.mdhr@state.mn.us Affirmative Action Certification Page, Revised 6/11 - MDHR Title:
SAMPLE GRANT AGREEMENT Minnesota Department of Health Grant Agreement This grant agreement is between the State of Minnesota, acting through its Commissioner of the Department of Health ("State") and [Insert name of Grantee] ("Grantee"). Grantee's address is [Insert complete address]. Recitals 1. Under Minnesota Statutes [Insert the statutory authority to enter into the grant], the State is empowered to enter into this grant agreement. 2. The State is in need of [Add brief narrative of the purpose of the grant]. 3. The Grantee represents that it is duly qualified and will perform all the duties described in this agreement to the satisfaction of the State. Pursuant to Minnesota Statutes section 16B.98, subdivision 1, the Grantee agrees to minimize administrative costs as a condition of this grant. 1. Term of Agreement Grant Agreement 1.1 Effective date [Spell out the full date, e.g., January 1, 2012], or the date the State obtains all required signatures under Minnesota Statutes section 16C.05, subdivision 2, whichever is later. The Grantee must not begin work until this contract is fully executed and the State's Authorized Representative has notified the Grantee that work may commence. 1.2 Expiration date [Spell out the full date, e.g., December 31, 2012], or until all obligations have been fulfilled to the satisfaction of the State, whichever occurs first. 1.3 Survival of Terms The following clauses survive the expiration or cancellation of this grant contract: 8. Liability; 9. State Audits; 10.1 Government Data Practices; 10.2 Data Disclosure; 12. Intellectual Property; 14.1 Publicity; 14.2 Endorsement; and 16. Governing Law, Jurisdiction, and Venue. 2. Grantee's Duties The Grantee, who is not a state employee, shall: [Attach additional pages if needed, using the following language, "complete to the satisfaction of the State all of the duties set forth in Exhibit A, which is attached and incorporated into this agreement."] 3. Time The Grantee must comply with all the time requirements described in this grant agreement. In the performance of this grant agreement, time is of the essence, and failure to meet a deadline may be a basis for a determination by the State's Authorized Representative that the Grantee has not complied with the terms of the grant. The Grantee is required to perform all of the duties recited above within the grant period. The State is not obligated to extend the grant period.
4. Consideration and Payment 4.1 Consideration The State will pay for all services performed by the Grantee under this grant agreement as follows: (a) Compensation The Grantee will be paid [Explain how the Grantee will be paid examples: "an hourly rate of $ up to a maximum of hours, not to exceed $," or "a lump sum of $," Or, if you are using a breakdown of costs as an attachment, use the following language, "according to the breakdown of costs contained in Exhibit B, which is attached and incorporated into this agreement."] (b) Travel Expenses Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee as a result of this agreement will not exceed [Insert total travel budget here, e.g., $12.34. If no money is being allotted for travel, write "$0.00], provided that the Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the current "Commissioner's Plan" promulgated by the Commissioner of Minnesota Management and Budget ("MMB"). The Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received the State's prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. (c) Total Obligation The total obligation of the State for all compensation and reimbursements to the Grantee under this agreement will not exceed [Insert dollar amount that is the total of 4.1(a) and 4.1(b)]. 4.2 Terms of Payment (a) Invoices The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices must be submitted in a timely fashion and according to the following schedule: [Example: "Upon completion of the services," or if there are specific deliverables, list how much will be paid for each deliverable, and when. The State does not pay merely for the passage of time.] (b) Matching Requirements [If applicable, insert the conditions of the matching requirement. If not applicable, please delete this entire matching paragraph.] Grantee certifies that the following matching requirement, for the grant will be met by Grantee: (c) Federal Funds [Include this section where applicable; delete it if this section does not apply.] Payments under this agreement will be made from federal funds obtained by the State through Title [insert number], CFDA number [insert number] of the [insert name of law] Act of [insert year], including public law and all amendments. The Notice of Grant Award (NGA) number is. The Grantee is responsible for compliance with all federal requirements imposed on these funds and accepts full financial responsibility for any requirements imposed by the Grantee's failure to comply with federal requirements. If at any time federal funds become unavailable, this agreement shall be terminated immediately upon written notice of by the State to the Grantee. In the event of such a termination, Grantee is entitled to payment, determined on a pro rata basis, for services satisfactorily performed. (d) ARRA Funds [You must include this section if your grant includes ARRA funds; delete it if this section does not apply.] $ was paid from federal funds obtained by the State through Title, CFDA #, of the Act of,
Notice of Grant Award (NGA)#, ARRA federal grant name. 5. Conditions of Payment All services provided by Grantee pursuant to this agreement must be performed to the satisfaction of the State, as determined in the sole discretion of its Authorized Representative. Further, all services provided by the Grantee must be in accord with all applicable federal, state, and local laws, ordinances, rules and regulations. The Grantee will not be paid for work that the State deems unsatisfactory, or performed in violation of federal, state or local law, ordinance, rule or regulation. 6. Authorized Representatives 6.1 State's Authorized Representative The State's Authorized Representative for purposes of administering this agreement is [insert name, title, address, telephone number, and e-mail], or [select one: "his" or "her"] successor, and has the responsibility to monitor the Grantee's performance and the final authority to accept the services provided under this agreement. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment. 6.2 Grantee's Authorized Representative The Grantee's Authorized Representative is [insert name, title, address, telephone number, and e-mail]. The Grantee's Authorized Representative has full authority to represent the Grantee in fulfillment of the terms, conditions, and requirements of this agreement. If the Grantee selects a new Authorized Representative at any time during this agreement, the Grantee must immediately notify the State. 7. Assignment, Amendments, Waiver, and Merger 7.1 Assignment The Grantee shall neither assign nor transfer any rights or obligations under this agreement without the prior written consent of the same parties who executed and approved this agreement, or their successors in office. 7.2 Amendments If there are any amendments to this agreement, they must be in writing. Amendments will not be effective until they have been executed and approved by the same parties who executed and approved the original agreement, or their successors in office. 7.3 Waiver If the State fails to enforce any provision of this agreement, that failure does not waive the provision or the State's right to enforce it. 7.4 Merger This agreement contains all the negotiations and agreements between the State and the Grantee. No other understanding regarding this agreement, whether written or oral, may be used to bind either party. 8. Liability The Grantee must indemnify and hold harmless the State, its agents, and employees from all claims or causes of action, including attorneys' fees incurred by the State, arising from the performance of this agreement by the Grantee or the Grantee's agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this agreement. Nothing in this clause may be construed as a waiver by the Grantee of any immunities or limitations of liability to which Grantee may be entitled pursuant to Minnesota Statutes Chapter 466, or any other statute or law. 9. State Audits Under Minnesota Statutes section 16B.98, subdivision 8, the Grantee's books, records, documents, and accounting procedures and practices of the Grantee, or any other relevant party or transaction, are subject to examination by the State, the State Auditor, and the Legislative Auditor, as appropriate, for a
minimum of six (6) years from the end of this grant agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later. 10. Government Data Practices and Data Disclosure 10.1 Government Data Practices Pursuant to Minnesota Statutes Chapter 13, the Grantee and the State must comply with the Minnesota Government Data Practices Act as it applies to all data provided by the State under this agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this agreement. The civil remedies of Minnesota Statutes section 13.08 apply to the release of the data referred to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before any data is released. The Grantee's response to the request must comply with the applicable law. 10.2 Data Disclosure Pursuant to Minnesota Statutes section 270C.65, subdivision 3, and all other applicable laws, the Grantee consents to disclosure of its social security number, federal employee tax identification number, and Minnesota tax identification number, all of which have already been provided to the State, 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 Grantee to file state tax returns and pay delinquent state tax liabilities, if any. 11. Ownership of Equipment [If this grant agreement disburses any federal funds, select option #1 and delete option #2. If this grant agreement disburses only state funds, select option #2 and delete option #1.] [Option #1] Disposition of all equipment purchased under this grant shall be in accordance with Code of Federal Regulations, Title 45, Part 74, Subpart C. For all equipment having a current per unit fair market value of $5,000 or more, the State shall have the right to require transfer of the equipment, including title, to the Federal Government or to an eligible non-federal party named by the STATE. This right will normally be exercised by the State only if the project or program for which the equipment was acquired is transferred from one grantee to another. [Option #2]: The State shall have the right to require transfer of all equipment purchased with grant funds (including title) to the State or to an eligible non-state party named by the State. This right will normally be exercised by the State only if the project or program for which the equipment was acquired is transferred from one grantee to another. 12. Ownership of Materials and Intellectual Property Rights 12.1 Ownership of Materials The State shall own all rights, title and interest in all of the materials conceived or created by the Grantee, or its employees or subgrantees, either individually or jointly with others and which arise out of the performance of this grant agreement, including any inventions, reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer
based training modules, electronically, magnetically or digitally recorded material, and other work in whatever form ("materials"). The Grantee hereby assigns to the State all rights, title and interest to the materials. The Grantee shall, upon request of the State, execute all papers and perform all other acts necessary to assist the State to obtain and register copyrights, patents or other forms of protection provided by law for the materials. The materials created under this grant agreement by the Grantee, its employees or subgrantees, individually or jointly with others, shall be considered "works made for hire" as defined by the United States Copyright Act. All of the materials, whether in paper, electronic, or other form, shall be remitted to the State by the Grantee. Its employees and any subgrantees shall not copy, reproduce, allow or cause to have the materials copied, reproduced or used for any purpose other than performance of the Grantee's obligations under this grant agreement without the prior written consent of the State's Authorized Representative. 12.2 Intellectual Property Rights Grantee represents and warrants that materials produced or used under this grant agreement do not and will not infringe upon any intellectual property rights of another including but not limited to patents, copyrights, trade secrets, trade names, and service marks and names. Grantee shall indemnify and defend the State, at Grantee's expense, from any action or claim brought against the State to the extent that it is based on a claim that all or parts of the materials infringe upon the intellectual property rights of another. Grantee shall be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages including, but not limited to, reasonable attorney fees arising out of this grant agreement, amendments and supplements thereto, which are attributable to such claims or actions. If such a claim or action arises or in Grantee's or the State's opinion is likely to arise, Grantee shall at the State's discretion either procure for the State the right or license to continue using the materials at issue or replace or modify the allegedly infringing materials. This remedy shall be in addition to and shall not be exclusive of other remedies provided by law. 13. Workers' Compensation The Grantee certifies that it is in compliance with Minnesota Statutes section 176.181, subdivision 2, which pertains to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees, and any claims made by any third party as a consequence of any act or omission on the part of these employees, are in no way the State's obligation or responsibility. 14. Publicity and Endorsement 14.1 Publicity Any publicity given to the program, publications, or services provided resulting from this grant agreement, including, but not limited to, notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee or its employees individually or jointly with others, or any subgrantees shall identify the State as the sponsoring agency and shall not be released without prior written approval by the State's Authorized Representative, unless such release is a specific part of an approved work plan included in this grant agreement. 14.2 Endorsement The Grantee must not claim that the State endorses its products or services. 15. Termination 15.1 Termination by the State The State or Grantee may cancel this grant agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. 15.2 Termination for Cause If the Grantee fails to comply with the provisions of this grant agreement, the State may terminate this grant agreement without prejudice to the right of the State to recover any money previously paid. The termination shall be effective five business days after the
State mails, by certified mail, return receipt requested, written notice of termination to the Grantee at its last known address. 15.3 Termination for Insufficient Funding The State may immediately terminate this agreement 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 work scope covered in this agreement. Termination must be by written or facsimile notice to the Grantee. The State is not obligated to pay for any work performed after notice and effective date of the termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if this agreement is terminated because of the decision of the Minnesota legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of the lack of funding within a reasonable time of the State receiving notice of the same. 16. Governing Law, Jurisdiction, and Venue This grant agreement, and amendments and supplements to it, shall be governed by the laws of the State of Minnesota. Venue for all legal proceedings arising out of this grant agreement, or for breach thereof, shall be in the state or federal court with competent jurisdiction in Ramsey County, Minnesota. 17. Other Provisions [If this grant agreement disburses any federal funds, all of the following eight (8) provisions must be included. Delete this entire clause (#17) if the grant agreement disburses only state funds.] 17.1 Contractor Debarment, Suspension and Responsibility Certification Federal regulation 45 CFR 92.35 prohibits the State from purchasing goods or services with federal money from vendors who have been suspended or debarred by the Federal Government. Similarly Minnesota Statute 16C.03, Subdivision 2, provides the Commissioner of Administration with the authority to debar and suspend vendors who seek to contract with the State. Vendors may be suspended or debarred when it is determined, through a duly authorized hearing process, that they have abused the public trust in a serious manner. In particular, the Federal Government expects the State to have a process in place for determining whether a vendor has been suspended or debarred, and to prevent such vendors from receiving federal funds. By signing this contract, Grantee certifies that it and its principals: (a) Are not presently debarred, suspended proposed for debarment, declared ineligible, or voluntarily excluded from transacting business by or with any federal, state or local governmental department or agency; (b) Have not within a three-year period preceding this contract: a) been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract; b) violated any federal or state antitrust statutes; or c) committed embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) Are not presently indicted or otherwise criminally or civilly charged by a governmental entity for: a) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state of local) transaction; b) violating any federal or state antitrust statutes; or c) committing embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement or receiving stolen property; and
(d) Are not aware of any information and possess no knowledge that any subcontractor(s) that will perform work pursuant to this grant/contract are in violation of any of the certifications set forth above. 17.2 Audit Requirements to be Included in Grant Agreements with Subrecipients (a) For subrecipients (grantees) that are state or local governments, non-profit organizations, or Indian Tribes: If the Grantee expends total federal assistance of $500,000 or more per year, the grantee agrees to: a) obtain either a single audit or a program-specific audit made for the fiscal year in accordance with the terms of the Single Audit Act of 1984, as amended (31 U.S. Code Chapter 75) and OMB Circular A-133; and, b) to comply with the Single Audit Act of 1984, as amended (31 U.S. Code Chapter 75) and OMB Circular A-133. Audits shall be made annually unless the grantee is a state or local government that has, by January 1, 1987, a constitutional or statutory requirement for less frequent audits. For those governments, the federal cognizant agency shall permit biennial audits, covering both years, if the government so requests. It shall also honor requests for biennial audits by state or local governments that have an administrative policy calling for audits less frequent than annual, but only audits prior to 1987 or administrative policies in place prior to January 1, 1987. For subrecipients (grantees) that are institutions of higher education or hospitals: If the Grantee expends total direct and indirect federal assistance of $500,000 or more per year, the Grantee agrees to obtain a financial and compliance audit made in accordance with OMB Circular A-110, "Requirements for Grants and Agreements with Universities, Hospitals and Other Nonprofit Organization" as applicable. The audit shall cover either the entire organization or all federal funds of the organization. The audit must determine whether the Grantee spent federal assistance funds in accordance with applicable laws and regulations. (b) The audit shall be made by an independent auditor. An independent auditor is a state or local government auditor or a public accountant who meets the independence standards specified in the General Accounting Office's "Standards for Audit of Governmental Organizations, Programs, Activities, and Functions." (c) The audit report shall state that the audit was performed in accordance with the provisions of OMB Circular A-133 (or A-110 as applicable). The reporting requirements for audit reports shall be in accordance with the American Institute of Certified Public Accountants' (AICPA) audit guide, "Audits of State and Local Governmental Units," issued in 1986. The Federal Government has approved the use of the audit guide. In addition to the audit report, the Grantee shall provide comments on the findings and recommendations in the report, including a plan for corrective action taken or planned and comments on the status of corrective action taken on prior findings. If corrective action is not necessary, a statement describing the reason it is not should accompany the audit report. (d) The Grantee agrees that the grantor, the Legislative Auditor, the State Auditor, and any independent auditor designated by the grantor shall have such access to Grantee's records and