Request for Proposals

City of Minneapolis Department of Public Works

Engineering and Design Services for 34th Street South Neighborhood Greenway

Event #0000004196

Proposals Due by: 2:00 PM Minneapolis time, July 22, 2026

Public Works 505 4th Avenue South, Room 410

Minneapolis, MN 55415

TEL 612.673.3762

June 9, 2026

To whom it may concern:

Attached is a Request for Proposals for planning and engineering design services. These services are needed for the 34th St S Neighborhood Greenway Project for the Department of Public Works. Please consider submitting a proposal for providing these services if your firm meets the qualifications and is available. Please review the RFP for details.

Proposals are due by July 22, 2026, by 2:00 p.m.

Thank you for your consideration.

Sincerely, Allison Bell Senior Professional Engineer, Transportation Engineering & Design Department of Public Works

Table of Contents

RFP General Information Page

I. Invitation II. Proposal Due-Date and Location III. Proposal Format IV. Evaluation of Proposals – Consultant Selection V. Schedule VI. Contract VII. Department Contact/Request for clarification VIII. Rejection of Proposals IX. Addenda to the RFP X. Data Practices XI. Site Visits

Attachment A – Terms and Conditions for RFP Attachment B – Scope of Services Attachment C – Project Map Attachment D – SUBP Commitment Form Attachment E – Regional Solicitation

REQUEST FOR PROPOSALS

FOR

34th St S Neighborhood Greenway Project

I. INVITATION: The 34th St S Neighborhood Greenway Project is programmed in the City’s Capital Improvement Program for construction in 2029. The project will provide a bikeway with pedestrian improvements and traffic calming treatments along the route. The project aims to create a bikeway consistent with the City’s All Ages and Abilities bicycle network standards.

It is the intention of the City to solicit proposals for planning and engineering design services for the concept layout and detailed design for the 34th St S Neighborhood Greenway Project. This includes preparation of geometric layouts as necessary, construction plans for bidding, and construction support.

The City of Minneapolis (hereinafter referred to as the City) makes this Request for Proposals (hereinafter referred to as the RFP) to select a qualified Consulting Firm (hereinafter referred to as the Consultant) for providing 34th St S Neighborhood Greenway Project Engineering and Design Services (hereinafter called the Project). The Project is generally described in the “Scope of Services” (Attachment B), contained within this RFP, including descriptions of roles, responsibilities and relationship of the Consultant, City, and other parties involved in the Project.

II. PROPOSAL SUBMITTAL: All proposals must be submitted electronically through the eSupplier Portal. If you are already a City Supplier you should have received an email containing your eSupplier User ID and Password. If you do not remember your password, click on the “Forgot Password” tile to enter your User ID and a new password will be emailed to you. If you are not already a city supplier, click on the eSupplier link below and then click on the “Bidder/Payee Registration” tile to register. If you need further assistance with eSupplier, please send an email to eprocurement@minneapolismn.gov.

eSupplier Portal – Electronic Proposal Submission https://comet-fs.ci.minneapolis.mn.us/psc/supplier

NOTE: Late Proposals will not be accepted.

III. PROPOSAL FORMAT: The Consultant shall provide the appropriate information in sufficient detail to demonstrate that the evaluation criteria has been satisfied as specified in the section titled “EVALUATION

OF PROPOSALS”.

To allow for easier comparison of proposals during evaluation, proposals should contain the following sections and appendices and be arranged in consecutive order. The proposals should be limited to five pages or less. This page count includes the scope of services, experience and capacity, and personnel listing. All other components are excluded from the page count.

1. Executive Summary - The Executive Summary should include a clear statement of the Consultant’s understanding of the RFP including a brief summary of the Scope of Work. Include, at a minimum, an outline of the contents of the proposal, an identification of the proposed project team, a description of the responsibilities of the project team, and a summary of the proposed services. (Not included in page limit)

2. Scope of Services – Briefly describe how services will be provided. Include a brief description of how each task and deliverable will be completed.

3. Experience and Capacity - Describe background and related experience demonstrating ability to provide required services. Indicate if company expansion is required to provide service. Highlight experience relevant to the Project that the Consultant/major participants have gained in the last ten

(10) years. Identify projects with levels of scope comparable to those anticipated for the Project.

4. References - List references from contracts similar in size and scope

5. Personnel Listing - Show involved individuals and specific applicable experience. Sub-consultants should also be listed, including the identification of any that are certified in the City of Minneapolis Small & Underutilized Business Program as well as completed SUBP Commitment Form – see Attachment D.

This section shall include the following:

a) Organizational Charts:

• Provide an organizational chart(s) showing the flow of the “chain of command,” with lines identifying participants responsible for major functions to be performed and their reporting relationships, in managing and designing the Project.

• Identify the Consultant and all major participants in the chart(s).

• Identify the critical support elements and relationships of project management, quality control, and public outreach.

• Identify the Key Personnel for the Project, including the following:

Project Manager Quality Manager Peer Review Lead Task Leads

b) Provide the following information for each Key Personnel:

• Percent of time committed to the Project, including percent of time during design and construction activities

• Percent of time committed to other projects

• Proposed location of personnel during work on this Project

c) Resumes of Key Personnel – Resumes may be included in the Appendices.

• Include the following items on each resume:

Relevant licensing and registration.

Years of experience performing similar work.

Length of employment with current employer.

Actual work examples, including projects, duties performed and percent of time on the job.

NOTE: Upon award of the contract, any change to the Consultant’s Key Personnel identified herein shall require written approval from the City’s Contract Manager. The City may revoke an awarded contract if any Key Personnel identified in the proposal is removed, replaced or added to without written approval.

6. Cost/Fees - Indicate proposed cost of service including a description of how costs were determined;

hourly rates; direct costs and payment billing schedule; list of charges per classification of employee;

cost breakdown for each year of service. The cost proposal should be submitted in a separate file attachment, with “Cost Proposal” in the file name. Proposers are encouraged to propose additional tasks or activities if they deem that they will substantially improve the results of the project. Proposers are also required to submit a Work Breakdown Structure and an Earned Value Schedule that coincides with the proposed cost of services.

a. Please submit your cost proposal as a separate attachment.

7. Company Financial Information including proof of financial responsibility, any bankruptcy filings by the Consultant, its principals, and officers during the previous seven years.

IV. EVALUATION OF PROPOSALS – SELECTION OF CONSULTANT: Proposals will be reviewed by an Evaluation Panel made up of representatives of the City of Minneapolis, Department of Public Works and other City staff assistance as they might require. The Evaluation Panel will select a "short list" of qualified Consultants who may be formally interviewed as part of the final selection, as deemed necessary by the City.

Evaluations will be based on the required criteria listed in the Section titled “PROPOSAL FORMAT”, and the following:

A. Quality, thoroughness, and clarity of proposal.

B. Qualifications and experience of staff (includes a review of references).

C. How well the Scope of Services offered meets department objectives.

D. Financial responsibility and capacity of company including whether or not the company, any affiliates, subsidiaries, officers or directors have filed for federal bankruptcy protection within seven years of the date of this RFP.

E. Organization and management approach and involvement for a successful project.

F. Small & Underutilized Business participation.

G. Cost of services proposed.

A presentation/interview may be requested of the “short list” Consultant/s. Specifically, the City requests that the Consultant’s Project Manager assigned to the proposed project team lead the presentation and that actual members of the project team (including any sub-consultants) participate in the presentation/interview.

The presentation/interview of the “short listed” Consultants will consist of the following elements:

1. Discussion of the Consultant’s approach to providing services for this Project based upon the Scope of Services described herein.

2. Overview of the Consultant’s experience as related to the Scope of Services, including qualifications and experience of assigned staff.

3. Explanation of the Project Team organization including all sub-consultants.

4. Explanation of plan for coordinating with the different Task Leads and sub-consultants.

5. Prior to the interview, the City may request additional elements of the Consultants.

The Evaluation Panel will schedule and arrange for the presentations. Please note that the interviews are anticipated to be scheduled for the weeks of August 3rd and August 10th, 2026.

V. SCHEDULE: The following is a listing of key Proposal and Project milestones:

RFP Release June 9, 2026 Pre-Proposal Conference (Teams, optional) June 17, 2026 Questions on RFP Due by 4:00 PM Minneapolis time on June 24, 2026 Responses to Questions posted by 4:00 PM Minneapolis time on July 1, 2026

Proposals due by 2:00 PM Minneapolis time on July 22, 2025 Estimated Interview Schedule Weeks of August 3rd & 10th 2026 Estimated Consultant selection August 2026 Estimated services start date October 2026 Estimated services end date December 2031

VI. CONTRACT: The contracting parties will be the City of Minneapolis, and the Consultant selected to provide the services as described herein. The selected proposal, along with the RFP and any counter proposal will be incorporated into a formal agreement after negotiations. It is the intent of the City to award a single contract for the duration of the design, construction and close-out of the project.

VII. DEPARTMENT CONTACT/REQUESTS FOR CLARIFICATION: The Consultant’s primary interface with the City will be with the Contract Manager who will act as the City’s designated representative for the Project. Prospective responders shall direct inquiries/questions in writing only to:

Contract Manager: Allison Bell City of Minneapolis Department of Public Works

Email: allison.bell@minneapolismn.gov Please include Ole Mersinger (ole.mersinger@minneapolismn.gov) on all questions.

Responses to the questions will be posted as an addendum to the current event in the eSupplier Portal – Contracting Opportunities.

The Contract Manager is the only individual who can be contacted regarding the Project before proposals are submitted. The Contract Manager cannot vary the terms of the RFP.

VIII. REJECTION OF PROPOSALS: The City does not promise to accept the lowest cost proposal and specifically reserves the right to reject any or all proposals, to waive any formal proposal requirements, to investigate the qualifications and experience of any Contractor, to reject any provisions in any proposal, to obtain new proposals, to negotiate the requested services and contract terms with any Contractor, or to proceed to do the work otherwise. Incomplete proposals and proposals not sufficiently detailed or not in acceptable form may be rejected by the City.

IX. ADDENDUM TO THE RFP: If any addendum is issued for the RFP, it will be posted as an attachment to the current event. The City reserves the right to cancel or amend the RFP at any time.

X. DATA PRACTICES: Data you provide in response to this RFP will be subject to the Minnesota Government Data Practices Act and may be available to the public. Minn. Stat. 13.591 classifies Business Data and subdivision 3specifically addresses data submitted in response to an RFP. If you are submitting specific data which you believe meets the definition of trade secret data as defined in Minn. Stat. 13.37, please indicate this on the documents containing the data. The City may ask you to establish that the data meets all of the conditions set forth in Minn. Stat. 13.37, subdivision 1(b).

XI. SITE VISITS: Consultant may visit the Project site in reference to the services to be provided; but is prohibited from interviewing City staff or other visitors in any effort to obtain information relating to this RFP. All requests for clarification should be submitted in writing as outlined in this RFP. Failure to follow this prohibition could result in the rejection of the proposal.

ATTACHMENT A

RFP Terms & Conditions

City of Minneapolis Terms and Conditions for Professional Services Contracts Over $175,000 (Revised: May 6, 2026)

The General Conditions are terms and conditions that the City expects its Contractors and Consultants (“Contractor”) to meet. The Contractor agrees to be bound by these requirements unless otherwise noted in any Proposal to which these terms are attached. Some negotiation is possible to accommodate the Contractor’s suggestions.

1. General Compliance The Contractor agrees to comply with all applicable Federal, State and local laws and regulations governing the services performed and funds provided under the Contract.

2. Equal Opportunity Statement The Contractor agrees to comply with applicable provisions of federal, state and city regulations, statutes and ordinances pertaining to the civil rights of and non-discrimination in the application for and employment of applicants, employees, subcontractors and suppliers of the Contractor. The federal, state and city statutes and ordinances to which the Contractor shall be subject under the terms of this Contract include, without limitation, Minnesota Statutes, Section 181.59 and Chapter 363A, Minneapolis Code of Ordinances Chapter 139, 42 U.S.C. Section 2000e, et. seq. (Title VII of the Civil Rights Act of 1964), 29 U.S.C. Sections 621-624 (the Age Discrimination in Employment Act), 42 U.S.C. Sections 12101-12213 (the Americans with Disability Act), 29 U.S.C. Section 206(d) (the Equal Pay Act), 8 U.S.C. Section 1324 (the Immigration Reform and Control Act of 1986), and all regulations and policies promulgated to enforce these laws. The Contractor shall have submitted and had an “affirmative action plan” approved by the City prior to entering into a Contract.

3. Anti-Discrimination Statement The Contractor agrees to comply with applicable provisions of federal, state and city regulations, statutes and ordinances pertaining to the civil rights and non-discrimination in any provision of services to the public contracted for under this Contract, such that the contracted services are provided to the public without discrimination based on race, color, creed, religion, ancestry, national origin, sex, sexual orientation, familial status, gender identity, disability, age, marital status, status with regard to a public assistance program, housing status, justice-impacted status, height and weight, or any combination thereof.

4. Compliance with Web Content Accessibility Guidelines The Contractor agrees that web content and mobile applications created pursuant to this Contract shall be compliant with the requirements and standards of the Americans with Disabilities Act and the Web Content Accessibility Guidelines Version 2.1, Level AA unless a legal exception or exemption applies.

5. Insurance Insurance secured by the Contractor shall be issued by insurance companies acceptable to the City and admitted in Minnesota. The insurance specified may be in a policy or policies of insurance, primary or excess. Such insurance shall be in force on the date of execution of the Contract and shall remain continuously in force for the duration of the Contract.

Acceptance of the insurance by the City shall not relieve, limit or decrease the liability of the

Contractor. Any policy deductibles or retention shall be the responsibility of the Contractor. The City does not represent that the insurance requirements are sufficient to protect the Contractor’s interests or provide adequate coverage. Evidence of coverage is to be provided on a current ACORD Form, Insurance Declaration. A thirty (30) day written notice is required if the policy is canceled, not renewed or materially changed. The Contractor shall require any of its sub-contractors, if sub-contracting is allowable under this Contract, to comply with these provisions.

The Contractor and its subcontractors shall secure and maintain the following insurance:

a) Workers Compensation insurance that meets the statutory obligations with Coverage B-

Employers Liability limits of at least $100,000 each accident, $500,000 disease - policy limit and $100,000 disease each employee.

b) Commercial General Liability insurance with limits of at least $2,000,000 general aggregate, $2,000,000 products - completed operations $2,000,000 personal and advertising injury, $300,000 each occurrence fire damage and $5,000 medical expense any one person. The policy shall be on an “occurrence” basis, shall include contractual liability coverage and the City shall be named an additional insured. The amount of coverage will be automatically increased if the project amount is expected to exceed $2,000,000 or involves potentially high-risk activity.

c) Commercial Automobile Liability insurance covering all owned, non-owned and hired automobiles with limits of at least $1,000,000 per accident.

d) Professional Liability Insurance or Errors & Omissions Insurance providing coverage for

1) the claims that arise from the errors or omissions of the Contractor or its subcontractors and 2) the negligence or failure to render a professional service by the Contractor or its subcontractors. The insurance policy should provide coverage in the amount of $2,000,000 each claim and $2,000,000 annual aggregate. The insurance policy must provide the protection stated for two years after the expiration of the contract.

e) Cyber Liability for the duration of this agreement providing coverage for, but not limited to, Technology and Internet Errors & Omissions, Security and Privacy Liability, and Media Liability. Insurance will provide coverage against claims that arise from the disclosure of not public information from files including but not limited to: 1) Intentional, fraudulent or criminal acts of the Contractor, its agents or employees. 2) Breach of the City’s not public data, whether electronic or otherwise. The insurance policy should provide minimum coverage in the amount of $1,000,000 per occurrence and $2,000,000 annual aggregate. If written on a Claims- Made basis, the policy must provide an extended reporting period and have a retroactive date that on or before the date of this Contract or the date Contractor commences work, whichever is earlier.

4. Indemnity and Hold Harmless

The Contractor will defend, indemnify and hold harmless the City and its officers and employees from all liabilities, claims, damages, costs, judgments, lawsuits and expenses, including court costs and reasonable attorney’s fees regardless of the Contractor’s insurance coverage, arising directly from any negligent act or omission of the Contractor, its employees, agents, by any sub-contractor or sub-consultant, and by any employees of the sub-contractors and sub-consultants of the Contractor, in the performance of work and delivery of services provided by or through this Contract or by reason of the failure of the Contractor to perform, in any respect, any of its obligations under this Contract.

If a Contractor is a self-insured agency of the State of Minnesota, the terms and conditions of Minnesota Statutes, section 3.732 et seq. shall apply with respect to liability bonding, insurance, and liability limits. The provisions of Minnesota Statutes, Chapter 466 shall apply to other political subdivisions of the State of Minnesota.

Where the Services provided by the Contractor to the City are “design professional services” as described in Minnesota Statutes, Section 604.21, then, the Contractor will not be obligated to defend the City as required above.

5. Subcontracting

The Contractor shall not sub-consult or sub-contract any services under this Contract unless authorized in writing by the City. The Contractor shall provide written notice to the City and obtain the City’s authorization to sub-contract any work or services to be provided to the City pursuant to this Contract. As required by Minnesota Statutes, Section 471.425, the Contractor shall pay all subcontractors for subcontractor’s undisputed, completed work, within ten (10) days after the Contractor has received payment from the City.

6. Assignment or Transfer of Interest The Contractor shall not assign any interest in the Contract, and shall not transfer any interest in the same either by assignment or novation, without the prior written approval of the City which will not be withheld or delayed unreasonably.

7. Performance Monitoring

The City will monitor the performance of the Contractor against goals and performance standards required herein. Substandard performance as determined by the City will constitute non-compliance with this Contract. If action to correct such substandard performance is not taken by the Contractor within a reasonable period of time to cure such substandard performance after being notified by the City, contract termination procedures will be initiated. All work submitted by Contractor shall be subject to the approval and acceptance by the City Department Contract Manager designated herein.

The City Department Contract Manager designated herein shall review each portion of the work when certified as complete and submitted by the Contractor and shall inform the Contractor of any apparent deficiencies, defects, or incomplete work, at any stage of the project.

8. Prior Uncured Defaults

Pursuant to Section 18.110 of the City’s Code of Ordinances, the City may not contract with persons or entities that have defaulted under a previous contract or agreement with the City and have failed to cure the default.

9. Independent Contractor

Nothing contained in this Contract is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Contractor shall at all times remain an independent Contractor with respect to the work and/or services to be performed under this Contract. Any and all employees of Contractor or other persons engaged in the performance of any work or services required by Contractor under this Contract shall be considered employees or subcontractors of the Contractor only and not of the City; and any and all claims that might arise, including Worker’s Compensation claims under the Worker’s Compensation Act of the State of Minnesota or any other state, by or on behalf of said employees or other persons while so engaged in any of the work or services to be rendered or provided herein, shall be the sole obligation and responsibility of the Contractor.

10. Accounting Standards The Contractor agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices (GAAP) to properly account for expenses incurred under this Contract.

11. Retention of Records

Pursuant to Minnesota Statutes, Section 138.17 and Section 15.17, the Contractor shall retain all records pertinent to expenditures incurred under this Contract in a legible form for a period of six years commencing after the later of contract close-out or resolution of all audit findings. Records for non-expendable property acquired with funds under this Contract shall be retained for six years after final disposition of such property.

12. Audit Requirements for Cloud-Based Storage of City Data If the Contractor’s services include the storage of City data using a cloud-based solution, then the Contractor agrees to secure the data as though it were “private data” as defined in Minnesota Statutes, Chapter 13. The Contractor shall provide the City with the annual copy of the Federal Standards for the Statement on Standards for Attestation Engagements (SSAE) No. 18 or the International Standard on Assurance Engagements (ISAE) No. 3402. The Contractor agrees to provide a .pdf copy to the City’s Contract Manager, upon the Contractor’s receipt of the audit results.

13. Data Practices

The Contractor agrees to comply with the Minnesota Government Data Practices Act (Minnesota Statutes, Chapter 13) and all other applicable state and federal laws relating to data privacy or confidentiality. The requirements of Minnesota Statutes, Section 13.05, subdivision 11 apply to companies or individuals who perform under a government contract. The Contractor and any of the Contractor’s sub-consultants or sub-contractors retained to provide services under this Contract shall comply with the Act and be subject to penalties for non-compliance as though they were a “governmental entity.” The Contractor must immediately report to the City any requests from third parties for information relating to this Contract. The City agrees to promptly respond to inquiries from the Contractor concerning data requests. The Contractor agrees to hold the City, its officers, and its employees harmless from any claims resulting from the Contractor’s unlawful disclosure or use of data protected under state and federal laws. The Contractor’s duty to comply with Minn. Stat.

Chap. 13 and all other applicable federal and state laws relating to the protection of data will continue past the expiration of this contract. The requirements of this paragraph shall apply regardless of the location of the data.

14. Cardholder Data and Security Standards Should the Contractor collect revenue on behalf of the City through the acceptance of credit cards offered by cardholders to pay for services offered under the terms of this Contract, then Contractor represents and acknowledges that the Contractor will comply with Payment Card Industry (PCI) regulatory standards including the Data Security Standards (DSS). Contractor represents that it will protect cardholder data. Contractor will be annually certified as a PCI compliant service provider and agrees to provide evidence of said certification to the City upon request. Contractor agrees at reasonable times to provide to the City or to its assigns, the audit rights contained herein for all physical locations, systems or networks that process credit cards on behalf of the City. Contractor also agrees to provide written notice to the City of any breach of a system owned, operated or maintained by the Contractor that contains cardholder data or information.

15. Inspection of Records Pursuant to Minnesota Statutes, Section 16C.05, all books, records, documents and accounting procedures and practices of the Contractor with respect to the matters covered by this Contract shall be made available to the City and the State of Minnesota, Office of the State Auditor or Legislative Auditor, as appropriate, or their designees upon notice, at any time during normal business hours, as often as the City deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data.

16. Living Wage Ordinance

The Contractor may be required to comply with the “Minneapolis Living Wage and Responsible Public Spending Ordinance” Chapter 38 of the City’s Code of Ordinances (the “Ordinance”). Unless otherwise exempt from the ordinance as provided in Section 38.40 (c), any City contract for services valued at $100,000 or more or any City financial assistance or subsidy valued at $100,000 or more will be subject to the Ordinance’s requirement that the Contractor and its subcontractors pay their employees a “living wage” as defined and provided for in the Ordinance.

17. Displaced Contract Service Workers If Contractor’s contract requires the services of fifteen or more employees, includes a subcontractor, and involves the provision of janitorial or security service work, Contractor must comply with the Minneapolis Code of Ordinances, Chapter 39, “The Protection of Displaced Contract Service Workers Ordinance” (the “Ordinance”). Section 39.30 and Section 39.40 of the Ordinance generally require the successor Contractor to retain employees of the previous Contractor for a 90-calendar day transition period. If the performance of one or more of the retained employees is determined by the successor Contractor to be satisfactory, the successor Contractor shall offer each transition employee continued employment under the terms and conditions of the successor Contractor.

18. Prevailing Wage Ordinance

If this Contract involves the construction, alteration and/or repair, including painting, decorating, sodding and landscaping of public buildings, or similar public works of the City which requires or involves the employment of mechanics and/or laborers, then all federal labor standards and prevailing wage provisions applicable to federal contracts in accordance with the federal Davis-Bacon Act and related federal regulations except as noted in section 24.240 of the Minneapolis Code of Ordinances are applicable to this Contract as if fully set forth herein and all contractors and subcontractors shall fully comply with such provisions regardless of any contractual relationship which may be alleged to exist between the Contractor or subcontractor and their employees. Compliance with the City of Minneapolis Prevailing Wage Ordinance, sections 24.200 through 24.265 of the Minneapolis Code of Ordinances, is required as a material term of this Contract and all such provisions are expressly incorporated by reference herein.

19. Applicable Law The laws of the State of Minnesota shall govern all interpretations of this Contract without regard to conflict of law rules, and the appropriate venue and jurisdiction for any litigation which may arise hereunder will be in those courts located within the County of Hennepin, State of Minnesota, regardless of the place of business, residence or incorporation of the Contractor.

20. Conflict and Priority

If the Contract was awarded by RFP and in the event that a conflict is found between provisions in this Contract, the Contractor’s Proposal or the City’s Request for Proposals, the provisions in the following rank order shall take precedence: 1) Contract; 2) Proposal; and last 3) Request for Proposals.

21. Travel

If travel by the Contractor is allowable and approved for this Contract, then Contractor travel expenses shall be reimbursed in accordance with the City’s Contractor Travel Reimbursement Conditions.

22. Conflict of Interest/Code of Ethics

Pursuant to Section 15.250 of the City’s Code of Ordinances, both the City and the Contractor are required to comply with the City’s Code of Ethics. Chapter 15 of the Code of Ordinances requires City officials and the Contractor to avoid any situation that may give rise to a “conflict of interest.”

A “conflict of interest” will arise if Contractor represents any other party or other client whose interests are adverse to the interests of the City.

As it applies to the Contractor, the City’s Code of Ethics will also apply to the Contractor in its role as an “interested person” since Contractor has a direct financial interest in this Agreement. The City’s Code of Ethics prevents “interested persons” from giving certain gifts to employees and elected officials.

23. Termination, Default and Remedies

The City may terminate this Contract for any reason without cause upon thirty (30) days’ written notice. Both the City and the Contractor may terminate this Contract if either party fails to fulfill its obligations under the Contract in a proper and timely manner, or otherwise violates the terms of this Contract. The non-defaulting party shall have the right to terminate this Contract, if the default has not been cured after ten (10) days’ written notice or such other reasonable time period to cure the default has been provided. The City reserves the right to terminate this Contract without penalty, effective immediately, if circumstances arise which prevent the City from commencing or continuing the Contract, or if it is determined that the City was fraudulently induced to enter into the Contract.

In such a situation, the City will issue a written notice to “stop work” and demand the Contractor mitigate any Contract-related expenses.

If termination shall be without cause, the City shall pay Contractor all compensation earned to the date of termination. If the termination shall be for breach of this Contract by Contractor, the City shall pay Contractor all compensation earned prior to the date of termination minus any damages and costs incurred by the City as a result of the breach

Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Contract by the Contractor. The City may, in such event, withhold payments due to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the City is determined. The rights or remedies provided for herein shall not limit the City, in case of any default by the Contractor, from asserting any other right or remedy allowed by law, equity, or by statute. The Contractor has not waived any rights or defenses in seeking any amounts withheld by the City or any damages due the Contractor.

24. Ownership of Materials

Unless otherwise expressly provided by the Contract, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials resulting from this Contract, including summaries of data and derived data, shall become the property of the City upon the City’s payment for and final approval of the final report or upon payment and request by the City at any time before then. The City at its own risk, may use, extend, or enlarge any document produced under this Contract without the consent, permission of, or further compensation to the Contractor.

If the Contract is canceled or terminated, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by the Contractor under this Contract shall, at the option of the City, become the property of the City, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination.

25. Intellectual Property All Work produced by the Contractor under this Contract is classified as “work for hire” and upon payment by the City to the Contractor will be the exclusive property of the City and will be surrendered upon demand to the City immediately upon completion, expiration, or cancellation of this Contract. “Work” covered includes all reports, notes, studies, photographs, designs, drawings, specifications, materials, tapes or other media and any databases established to store or retain the Work. The Contractor may retain a copy of the work for its files in order to engage in future consultation with the City and to satisfy professional records retention standards. The Contractor represents and warrants that the Work does not and will not infringe upon any intellectual property rights of other persons or entities.

Each party acknowledges and agrees that each party is the sole and exclusive owner of all right, title, and interest in and to its services, products, software, source and object code, specifications, designs, techniques, concepts, improvements, discoveries and inventions including all intellectual property rights thereto, including without limitations any modifications, improvements, or derivative works thereof, created prior to, or independently of the contract, during the terms of this Contract. This Contract does not affect the ownership of each party’s pre-existing, intellectual property. Each party further acknowledges that it acquires no rights under this Contract to the other party’s pre-existing intellectual property, other than any limited right explicitly granted in this Contract.

26. City Open Data Policy

The City has adopted an Open Data Policy (“Policy”). The City owns all Data Sets as part of its compliance with this Policy. Data Sets means statistical or factual information: (a) created by the Contractor and contained in structural data sets; and (b) regularly created or maintained by or on behalf of the City or a City department which supports or contributes to the delivery of services, programs, and functions. The City shall not only retain ownership of all City Data Sets, but also all information or data created through the City’s use of the software and /or software applications licensed by the Contractor (or any subcontractor of sub-consultant of the Contractor) to the City.

The City shall also retain the right to publish all data, information and Data Sets independently of this Contract with the Contractor and any of Contractor’s subcontractors or sub-consultants involved in providing the Services, using whatever means the City deems appropriate.

The City shall have the right to access all data, regardless of which party created the content and for whatever purpose it was created. The Contractor shall provide bulk extracts that meet the public release criteria for use in and within an open data solution. The Contractor shall permit and allow free access to City information and Data Sets by using a method that is automatic and repeatable. The Data Sets shall permit classification at the field level in order to exclude certain data.

27. Artificial Intelligence Technology Use

i) Definitions. For the purposes of this Section: “AI Tool” means [any and all machine learning, deep learning, and other artificial intelligence (“AI”) technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI technology or methodologies, all software implementations of any of the foregoing, and related hardware or equipment [capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts].

ii) Disclosure on Use of AI tools. Contractor must notify the City of any work product, as defined by the scope of services in this agreement, which was created in whole or in-part by the use of AI tools.

iii) Prohibition on Use or Input of Privileged, Confidential and Not-Public Data into an AI tool.

Except with the express written approval by the City or pursuant to express terms of this agreement, Contractor will not, and will not permit any Person to, input or use any privileged or confidential and not-public data, pursuant to the Minnesota Government Data Practices Act, into any AI tool, including:

(i) to develop, train, retrain, tune, validate, modify, update, or otherwise improve any AI Tool; or

(ii) in prompts for any AI Tool.

iv) Use of AI Features and AI Contractor Output. Contractor is solely responsible for: (a) evaluating suitability of AI tools for delivering on scope of services in this agreement ; (b) Contractor’s use and operation of the AI tools in accordance with relevant standards, including ensuring human oversight and monitoring; (c) evaluating (including by human review) AI Tool output for accuracy, completeness, lawfulness (including for trademark and copyright violation), and other factors relevant to Contractor’s use before delivering work to the City; and (d) Contractor’s decisions, actions, and omissions in reliance or based on the use of any AI Tool.

28. Equal Benefits Ordinance Minneapolis Code of Ordinances, Section 18.180, relating to equal benefits for domestic partners, applies to each Contractor and subcontractor with 21 or more employees that enters into a “contract”, as defined by the ordinance that exceeds $175,000. The categories to which the ordinance applies are personal services; the sale or purchase of supplies, materials, equipment, or the rental thereof; and the construction, alteration, repair or maintenance of personal property. The categories to which the ordinance does not apply include real property and development contracts.

Please be aware that if a “contract”, as defined by the ordinance, initially does not exceed $175,000, but is later modified so the Contract does exceed $175,000, the ordinance will then apply to the Contract. It is the Contractor’s and subcontractor’s responsibility to review and understand the requirements and applicability of this ordinance.

29. Small & Underutilized Business Program (SUBP) Requirements

Contractor must comply with the Small & Underutilized Business Program (SUBP), as detailed in Chapter 423 of the Minneapolis Code of Ordinances. The SUBP Ordinance applies to any contract for the provision of goods and services in excess of one hundred and seventy five thousand dollars ($175,000).

30. Miscellaneous Provisions

1. Successors and Assigns – This Contract shall be binding upon and inure to the benefit of the successors and assigns of the City and of the Contractor.

2. Severability – If any provision of this Contract is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Contract shall be construed and enforced as if such invalid or unenforceable provision had not been included.

3. No Partnership or Joint Venture – Neither the City nor the Contractor is an agent, partner, or joint venturer of the other for any purpose or has any authority to bind the other.

4. No Third-Party Beneficiaries – This Contract does not create any third-party beneficiary rights in any individual or entity that is not a party to this Contract.

5. Waiver – Failure to enforce any provision of this Contract does not affect the rights of the parties to enforce such provision in another circumstance. Neither does it affect the rights of the parties to enforce any other provision of this Contract at any time.

6. Amendments – This Contract may only be modified or changed by written amendment signed by authorized representatives of the City and the Contractor.

7. Electronic Signatures and Counterparts – This Contract may be executed in counterparts, each of which has the effect of an original. An electronic signature will be deemed an original signature.

8. Entirety of Contract – This Contract and the Attachments/Exhibits thereto, constitute the entire and exclusive Contract of the parties.

City of Minneapolis Small and Underutilized Business Program (SUBP)

I. Overview

The City of Minneapolis policy is to provide equal opportunities to all businesses, with an effort to redress discrimination in the City’s marketplace and in public contracting against minority-owned business enterprises (“MBEs”) and women-owned business enterprises (“WBEs”). This is accomplished through the Small and Underutilized Business Program (“SUBP”) as detailed in the Minneapolis Code of Ordinances Chapter 423. The SUBP applies to any contract over $175,000. SUBP goals are set on projects based on the project scope, subcontracting opportunities, and availability of eligible MBEs/WBEs.

The City has set the following SUBP goal to facilitate participation of eligible MBEs and WBEs (MBEs/WBEs) on this contract:

The goal on this contract will be 5% MBE/WBE (combined).*

* This project has a combined MBE/WBE goal. This SUBP goal may be met by utilizing either an MBE firm or a WBE firm, or by a combination of both MBE and WBE firms.

Only eligible MBEs/WBEs count towards the SUBP goal. A MBE/WBE is only eligible if they are:

1. Certified as an MBE/WBE with the Central Certification Program (CERT). This is the only MBE/WBE certification currently accepted by the SUBP.

2. CERT-certified within the scope of work that they will perform.

3. Performing a commercially useful function. An MBE/WBE performs a commercially useful function when it executes a distinct element of work and carries out its responsibilities by actually performing, managing, and supervising the work involved, with its own employees and resources.

4. Located1 within the City’s marketplace, which includes only the Minnesota Counties of Anoka, Carver, Chisago, Dakota, Hennepin, Isanti, Le Sueur, Mille Lacs, Ramsey, Scott, Sherburne, Sibley, Washington, and Wright; and the Wisconsin Counties of Pierce and St. Croix.

To count towards the SUBP goal, proposers must ensure that MBE/WBE firms are listed within the Central Certification Program (CERT): CERT Directory Access.

Consultants must either meet the goal listed above or demonstrate Good Faith Efforts to do so. Good Faith Efforts means that Consultants must make every necessary and reasonable effort to subcontract with SUBP-eligible MBEs/WBEs.

Commitment to use MBEs/WBEs, Good Faith Efforts to include MBE/WBE participation, and compliance with SUBP will be a factor in the selection of proposals.

II. Good Faith Efforts Evaluation If a Consultant does not meet the SUBP goal, the Consultant shall demonstrate its good faith efforts to do so. To determine if the Consultant demonstrated good faith efforts to meet the SUBP goal, the Minneapolis Department of Civil Rights (MDCR) may consider the following list of factors:

1. Soliciting through all reasonable and available means (attendance at pre-proposal meetings, advertising and/or written notices) the interest of all eligible MBEs/WBEs certified in the scopes of work of the contract. The proposer must solicit MBEs/WBEs in sufficient time prior to proposal due date to allow MBEs/WBEs time to

1 The firm’s principal place of business must be located within the City’s marketplace at the time of proposal submittal. Principal place of business means the primary physical location at which or from which a business performs, is maintained, or operates.

respond to solicitations. The proposer must determine with reasonable certainty if the MBEs/WBEs are interested by taking appropriate steps to follow up on initial solicitations.

2. Selecting portions of the work to be performed by eligible MBEs/WBEs in order to increase the likelihood that the SUBP goal will be achieved. This includes, where appropriate, breaking out contract work into smaller units to facilitate MBE/WBE participation, even when a proposer might otherwise prefer to perform these work items with its own forces.

3. Providing interested eligible MBEs/WBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation.

4. The proposer must negotiate in good faith with interested eligible MBEs/WBEs and provide written documentation of such negotiation with each such business.

5. A proposer should consider a number of factors in negotiating with potential MBE/WBE sub-consultants, and should take into consideration an eligible MBE or WBE’s price and capabilities and scheduling as well as the established contract goal. However, the fact that there may be some additional costs involved in finding and using eligible MBE’s/WBE’s is not in itself sufficient reason for a proposer's failure to meet the established MBE/WBE goal, as long as such costs are reasonable. The ability or desire to perform the work of a contract with its own organization does not relieve the proposer of the responsibility to make good faith efforts. Proposers are not, however, required to accept higher quotes from eligible MBE’s/WBE’s if the price difference is excessive or unreasonable.

6. The proposer must offer information regarding, and make reasonable efforts to assist, solicited eligible MBEs/WBEs in obtaining bonding, lines of credit or insurance as required by the city or by the proposer;

provided that the proposer need not provide financial assistance toward this effort.

7. Effectively using the services of minority/woman community organizations; minority/woman contractors’ groups; local, state and federal business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the solicitation and placement of MBEs/WBEs.

8. Whether the apparent successful proposer met or exceeded the average eligible MBE/WBE participation obtained by other proposers responding to the same City publication.

III. Required Documentation

1. The proposer must thoroughly document its efforts to solicit and incorporate eligible MBE/WBE participation to meet the SUBP goal. The following must be submitted with the proposal:

a. SUBP Commitment Form, listing all sub-consultants, contractors, suppliers, and service providers that will be used on the project (including your firm). This completed form will be used to determine whether the proposer is committing to meeting the SUBP goal. The MBE and WBE commitments listed by the proposer on this form are a material condition of contract award, and constitute minimum MBE and WBE commitments on this contract. Only the work performed directly by the listed SUBP firm will count towards SUBP participation (i.e., work subcontracted to non-CERT-certified firms does not count as SUBP participation).