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Innovation Campus RFP Q&A

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These answers are given in response to questions regarding the Request for Proposals (“RFP”) released on December 15, 2017 for the Rhode Island Innovation Campus.  Thank you for your interest and participation.

  1. Question: What limitations are there in how the state’s matching funds can be used? I saw the section about the use of funds (Ref: section 3c.) and it looks like the funds can ONLY be used toward the construction of the RI Innovation Campus space (vs. actually developing solution/product – such as paying for resources at the University who’ll be doing research for the project). Is my understanding correct? What limitations are there in how the RFP funds can be used?


Answer:   Section 3c. of the RFP states: “…funding from the bond proceeds may be used to (i) acquire land or other real property or any interest, estate or right therein (including leaseholds); (ii) pay cost of demolition, construction, rehabilitation, enlargement, provision of service utilities, and other improvements to land; (iii) pay for the cost of furnishings, equipment, supplies, devices, materials and labor for repair, renovation or conversion of systems and structures; and (iv) pay for the preparation of reports, plans and specifications, relocation expenses, and other costs such as for designing, inspecting and engineering required in connection with a Project.”


  1. Question: By equipment (Ref: section 3c), does this include research equipment or just building related equipment (furniture, office equipment, etc.)?


Answer:  Yes, research equipment is included.


  1. Question: Can the funds be used towards head count (R&D labor)?


Answer:  No, the funding from the bond proceeds must be used as specified in section 3c. of the RFP as referenced in the answer to Question 1 above.


  1. Question: Do the restrictions on use of the bond funds outlined in section 3c. of the RFP apply to the funds supplied as a “match” by the Respondent.


Answer:  No.


  1. Question: Can federal funds be pledged in part or whole to match the requested bond funds?


Answer:  Yes, federal funding that has not been previously committed may be pledged.

  1. Question: Can you please clarify the match requirement for me?  If you apply to this RFP, my understanding is that if your proposal is selected you would be rewarded funds though (the) $20M Bond.  Is my understanding correct, that anyone applying to the RFP has to provide a 1 to 1 match for a minimum of $1 Million dollars?

Answer:  Per the RFP, Respondents will be obligated to provide a funding match that exceeds the State’s financial commitment of bond proceeds, so the Respondent’s match must be greater than 1 to 1.  The requested State investment is preferred to be $5 million to $20 million, with a required minimum State investment of $1 million.


  1. Question: Regarding a partnership with the University, does this have to be established prior to the RFP application?  Are the applicants supposed to do a direct outreach to the university with their ideas/expertise prior to the RFP to solidify the relationship, or after, or either?


Answer:  A partnership with the URI does not have to be established prior to submission of RFP responses; however, it is expected that respondents will contact URI to discuss the Respondent’s proposed parameters for such a partnership.  The URI Business Engagement Center (please see https://web.uri.edu/bec/ for information) is a good initial point of contact.


  1. Question: You note the new facilities could go at any of your existing campuses. Is there any priority of location or would you prefer to spread the investment across each Providence, Kingston and Narragansett?


Answer:  It is not noted in the RFP that campus(es) must be located at existing URI campuses.  No preference is noted for location.  Proposed locations should be optimized for the Respondent’s proposal and a diversity of locations are possible.


  1. Question: You note a fairly low level of investment to qualify. Is there any maximum limit?


Answer: No.


  1. Question: Would you consider a design build finance (dbf) structure versus a classic ppp as in a full concession or dbfmo.


Answer: Yes. The EOC is open to all public-private partnership and finance/operations/maintenance structures consistent with the stated requirements contained in the RFP.


  1. Question: Will you permit operations and maintenance of the new facilities to be done by the private sector?


Answer: Yes. The EOC is open to all public-private partnership and finance/operations/maintenance structures consistent with the stated requirements contained in the RFP.


  1. Question: What corporations or other commercial entities have expressed interest to you to be located near or on the new campus?


Answer:  The names of RFP respondents will be available after the March 2nd response deadline.


  1. Question: Will the state of Rhode Island/Commerce Department make any other state funding or credits available to support the new facilities?


Answer:  Please see http://commerceri.com/services/taxes-incentives/ for additional or alternative incentives that are generally available in RI and may be possible for qualified Respondents.


  1. Question: Can it (ref: RI Commerce Dept) participate as the public-sector partner in a ppp?


Answer:   The EOC is open to all public-private partnership and finance/operations/maintenance structures consistent with the stated requirements contained in the RFP.


  1. Question: What state tax incentives can be considered?


Answer:  Please see http://commerceri.com/services/taxes-incentives/ for incentives that are generally available in RI and may be possible for qualified Respondents.


  1. Question: In the URI building master plan, what are the top 5 building priorities in next 10 years?


Answer:  Please see https://web.uri.edu/cpd/cmp/ for all currently public information regarding URI’s master plan.  Please also note that it is not an RFP requirement for the Respondent to locate a facility on a URI campus, and the EOC is open to a diversity of proposed locations.


  1. Question: How large of a private sector investment would you consider considering ultimately over time and would you consider a 30 or 40-year payback term.


Answer:  Details and parameters for each proposal will be considered and, if required, negotiated.


  1. Question: Can you provide more details on the ranking criteria for submitted bids?


Answer:  Section 4 of the RFP provides the information available at this time.


  1. Question: How can we submit in our bid confidential information and have it fully protected?


Answer:  Please reference section 3i. of the RFP, and also note the contact information for Thomas E. Carlotto, Esq. for additional inquiries.


Thomas E. Carlotto

Shechtman Halperin Savage, LLP

1080 Main Street

Pawtucket, RI 02860

Phone: 401-272-1400”


  1. Question: Is the original envisioned time frame to issue an rfp and go to closing still on track?


Answer:  Yes.  Please see the “listing of important events with deadlines” in section 1 of the RFP.


  1. Question: When the bid goes in do we need to be in control of the property at the time of the submittal?  Or if we need to have some sort of option or agreement in place with the property owners.


Answer: It is advisable to have some form of control such as an option or agreement in place, or otherwise demonstrate a clear path to securing rights to proposed property in order to reduce the risk in your proposal.


  1. Question: The RFP states that a partnership with URI is a requirement for RIIC. Given that our proposal involves a Public Private Partnership (P3) that is likely to house URI assets, it seems that the RFP contemplates another RFP for the creation of such a P3 entity. How will these 2 processes be run in terms of timing and RIIC RFP outcome being contingent of the success of the second RFP?


Answer: The EOC will not release a second RFP for the creation of a P3 entity—this process will be encompassed within an operating agreement with all parties involved in the Campus upon Respondent selection.


  1. Question: We have already signed partnership agreements with some of our submission teammates for similar projects in other states. Can these existing partnership agreements be considered as teaming agreements for purpose of the RIIC proposal, or will additional forms of agreement be required?


Answer:  Teaming agreements submitted to the RIIC should legally govern the Respondent’s proposed RIIC project.


  1. Question: How is URI imagining its involvement in the staffing (faculty, administration, maintenance) of an Innovation Campus facility?


Answer:  Each Respondent is expected to propose a staffing strategy for its particular RIIC proposal.  If merited, additional discussions may occur during interviews and/or contract negotiations.


  1. Question: Are there new faculty positions earmarked for the facility, or is the expectation that all faculty time associated with an Innovation campus facility comes out of the facility’s operating budget?


Answer:  There are no faculty positions currently earmarked for the potential RIIC campus(es).  Elements of proposals that include items such as endowed chairs for new faculty are encouraged.


  1. Question: Does the State have a process (and/or precedent) whereby a private entity can assume a State employee’s existing compensation contract (without making any changes to contract terms) under a P3?


Answer:  The process envisioned does not contemplate the Respondent’s assumption of compensation contracts as set forth in this question.  Funding that may be used to cover employee compensation may be addressed in contracts related to a specific award.


  1. Question: Does the State have a process (and/or precedent) to have an operating contract with a P3 entity and serve as the operator under that contract?


Answer:  The state has not previously undertaken a similar initiative. The process in this context will involve one or more contractual relationships covering operations, funding and related matters.



  1. Question: What is the timing of the release of State funds to be awarded under the RFP?  Up front or synchronized with the timing of the spending by the applicant in some manner?


Answer: The precise timing of the release of funds is dependent on the particular Respondent’s proposal and the corresponding subsequent contract negotiations.


  1. Question: Please describe the relationship of the Rhode Island Commerce Commission to the State of Rhode Island and the role of the Rhode Island Commerce Commission in review and funding of the Rhode Island Innovation Campus proposals.


Answer:  Rhode Island Commerce Corporation (“RICC”) is a quasi-public corporation for which the RI Secretary of Commerce serves as the Chief Executive Officer.   The Secretary of Commerce may select RICC board members and/or employees to serve on the Selection Committee.  RICC has and will continue to provide administrative support to the EOC in connection with this initiative.


  1. Question: Are there any restriction/requirements in how we design the governance model?


Answer:  No, the Respondent must propose an appropriate partnership & governance model.  The EOC welcomes all proposed models & structures, and the merit of each Respondent’s proposed governance model will be reviewed and evaluated by the Selection Committee.  Per the RFP, the committee may seek clarification or request additional information.


  1. Question: What if any restrictions are applicable to the location of an Innovation Campus or whether such space is owned or leased?


Answer: The location must be in RI, and a diversity of locations is welcomed.  The merit of each Respondent’s particular proposed campus location(s) will be evaluated by the Selection Committee.


  1. Question: Can Innovation Campus funds be used to renovate an existing facility of an applicant or its affiliates for use as an Innovation Campus?


Answer: Yes


  1. Question: Does the State require that the Innovation Campus be located in a dedicated innovation space?


Answer: Per the RFP, there are no predetermined RI Innovation Campus locations or configurations.


  1. Question: Does the Innovation Campus space need to be a permanent space or is re-location permitted during the term of the project?


Answer:  The use of short term temporary space in anticipation of a long term permanent space is an acceptable scenario. An identified permanent space should accompany the identification of the interim space in a Respondent’s proposal.


  1. Question: Will the applicant be required to locate its Innovation Campus at the same site as any Innovation Campus approved for another applicant?


Answer:  No.


  1. Question: The RFP requires a minimum project term of 10 years.  If a 10-year term is agreed, will any requirements survive after 10 years?


Answer:  No; however, it is encouraged that proposals suggest and envision an operation that persists past 10 years.


  1. Question: With respect to governance, does the state have any particular requirements for what is included in applicant’s proposal?


Answer: No, with the caveat that all proposed governance models be legal, proper, sustainable, and fair to possible current and future RI Innovation Campus participants.


  1. Question: For applicants that are subsidiaries or affiliates of a larger corporation, does Form B (“Information Regarding Financial Qualifications”) of the Request for Proposals (RFP) need to be submitted only for the applicant or also for other entities?


Answer:  If the “other entities” are providing financial commitments, Form B should be completed for those entities.  Financially Responsible Parties are requested to provide Form B, Per the RFP Section 3g.: “each Respondent shall complete and submit Form B (see Appendix 1) with its proposal. Additionally, if a parent company, affiliate, investment fund (if the relevant entity is a fund manager), organization or any other entity is providing a financial commitment to the Respondent in connection with the proposal (each a “Financially Responsible Party”), such Financially Responsible Party shall complete Form B and the Respondent shall include such information with its proposal.”


  1. Question: With respect to Form C of the RFP, for applicants that are subsidiaries or affiliates of a publicly traded corporation that makes disclosure of material litigation pursuant to its filings with the U.S. Securities and Exchange Commission, (a) can litigation information be provided only for the applicant and/or (b) supplemented with a link or cross reference to the litigation disclosure of its publicly traded parent company?


Answer:  Per the RFP, Section 3h., please provide Form C for the Respondent (aka “Applicant” in the query) and Team Members.  It is advisable to provide links or cross reference to litigation disclosure information for the publicly traded parent company.  Please note per the RFP, Section 5: “The Selection Committee may at any time during the evaluation process seek clarification or additional information from Respondents regarding proposals. Respondents may be asked to elaborate upon or revise proposals.”


  1. Question: Page 13 of the RFP discusses the Rhode Island Access to Public Records Act.  With respect to such Act:

a. Can we enter into a CDA with the State or otherwise mark documents confidential to exempt them from the Access to Public Records Act under clause (B) thereof?

b. Will the state require, or have, pursuant to existing state law, the right to audit the records of the applicant after its proposal is approved and during the term of the project?


Answer:  a.  Section 3i. of the RI Innovation Campus RFP provides direction regarding the marking, treatment and submission of confidential information.  For additional clarifying queries on this subject it is advised that you contact the identified counsel per the RFP: “Respondents are allowed to contact the following law firm in the case of questions:


Thomas E. Carlotto

Shechtman Halperin Savage, LLP

1080 Main Street

Pawtucket, RI 02860

Phone: 401-272-1400”


b. The state will retain the ability to audit the expenditure of public funds to ensure consistency with contracts and applicable law.


  1. Question: Do prospective partners in a consortium need to be explicitly identified as of the Mar 2nd submission, or can their identity be maintained in confidence until such time as the review process advances to a later stage (e.g. Respondent Interview, Selection Committee Decision, Grant Award Date, etc.)?


Answer:  The EOC considers it advantageous for a Respondent to identify prospective partners in their submission. Identified partners will be considered in the scoring criteria. If this represents an untenable risk to the proposal it may be possible to disclose at a later stage in the review process.


  1. Question: What level of commitment do prospective partners need to make as of the Mar 2nd submission (e.g. expression of interest, firm commitment, definitive funding agreement, etc.)?


Answer:  It is advised to secure the most legally binding agreement possible for the March 2nd submission.  Please be reminded of section 3d. 2 & 3 of the RFP.


  1. Question: Are we able to submit a proposal on Mar 2nd that has financing contingencies to be resolved subsequent to the Mar 2nd Clearly, such contingencies would require resolution prior to execution of Final Contract(s), and presumably also prior to Selection Committee Decision. The question is whether definitive funding commitments are required as of the Mar 2nd submission deadline.


Answer:  Yes, proposals containing financing contingencies are allowed.


  1. Question: Can we use funding that is coming in this year as the match for the project we will be proposing for next year? In other words, does it have to be new $ that we seek specifically for this project or can it be funds that we have in hand that we are dedicating to the project?


Answer: Yes, you can use funding that is coming in this year as the match for the project you will be proposing.


  1. Question: Are there specific sources/ uses of match that would/ would not qualify? Some examples include:


  • Commitment from a College or University?

Answer: This is allowed.


  • Commitment from a currently out of state organization?

Answer: This is allowed.


  • A mutli year commitment for programming activity?

Answer: This is allowed if it’s an expenditure being made to pay for the multi-year programming activity.


  • g. 5 years x $200,000 for staff support?

Answer: This is allowed.


  • A signed lease by a partner for a portion of the space?

Answer: This is allowed.


  • $50,000/ annual lease over 10 years is $500,000 – does that count towards match?

Answer: This is allowed, but if it’s not all paid up front a financial guaranty to ensure payment annually would likely be required, or a similar arrangement.


  • Existing federal funds that are expected to come in to support the provision of services that will be conducted within the Innovation Campus?

Answer: This is allowed, as long as the expectation is documented and explained, along with any contingencies.


  • Donation of land or real property with a 3rd party valuation?

Answer: This is likely allowed and would be considered based on the structure of the proposal.


  • Pledge of investment capital in technologies resulting from the partnership from a venture capital/ equity source?

Answer: More detail regarding this type of pledge in the context of a particular proposal would be required for the Selection Committee to make a judgement.


  • Would tax credits awarded be considered match?

Answer: Tax credits arising out of work performed at the campus do not qualify.


  • Would debt of any kind be considered match – eg loan, program related investment, equipment leases signed by a partner in the consortium?

Answer:  This is dependent on the structure of the debt, among other things, and would be considered based on a particular proposal and corresponding details.


Overall Answer: Per the RFP (reference Question 6), Respondents will be obligated to provide matching funding that exceeds the State’s financial commitment of bond proceeds.  Many of the examples provided can potentially be structured in a manner to qualify as an appropriate match; however, they may impact the timing of disbursement of grant funding from the state or require additional financial guarantees to ensure fulfillment of a particular obligation. Intangible forms of match will be disqualified.  It should be recognized that the risk associated with a Respondent’s proposed matching funds will be carefully considered in the Selection Committee’s review of all proposals. Please also note that state incentives are not a permitted form of match.


  1. Question: What will the Financially Responsible Party claw-back process be if something happens to the partnership prior to the 10-year commitment requirement and or some amount of match is not realized?


Answer: The parameters of the relationship amongst the various parties and financial responsibility will be part of the negotiations regarding contract formation.


  1. Question: Is cash match required from the private partner? Could they define in-kind match?


Answer:  Per the RFP (reference Question 6), Respondents will be obligated to provide matching funding that exceeds the State’s financial commitment of bond proceeds.  A portion of “in-kind” match, contingent on the nature of that proposed match, may be considered by the Selection Committee for a particular proposal.


  1. Question: Does the facility operator need to be a Rhode Island based entity?


Answer:  It is advisable but not required that the facility operator be a Rhode Island based entity. The Selection Committee will need to evaluate the particulars of each proposal.


  1. Question: Is the State Investment expected to be made in an up-front lump sum or via a reimbursement schedule?


Answer:  The funding schedule will be dependent on each Respondent’s unique proposal submission and will be subject to negotiations.


  1. Question: What are the physical requirements of the URI connection?


Answer: The EOC is open to submissions that propose a flexible and thoughtful partnership commitment with URI and that ensure alignment with the RFP requirements.


  1. Question: Can the application include other match (federal or other) that is pending but not yet approved?


Answer:  The Respondent’s application may include “pending” matching funds; however, it should be recognized that such pledged pending funds represent an inherent risk to the Respondent’s proposal and that will be considered by the Selection Committee. Demonstration or evidence of likelihood of approval of the pending match is recommended.


  1. Question: We were hoping we could get some guidance as to how the invested (matching) funds need to be handled. For example, if company X is going to commit 5 million dollars to the project, what level of commitment at the time of the application and award is required? Letter of intent? Binding term sheet or contract? Funds in escrow?


Answer:  Respondents are encouraged to obtain the most secure form of funding commitment possible at the time of response to the RFP.  Proposals containing financing contingencies are allowed and will be considered based on each unique proposal, and contingent to their resolution as agreed upon with the Selection Committee and prior to execution of final contracts.


A brief note to all participants in the  RI Innovation Campus Competition

Thank you once again for your participation.  Several of the questions we received pertain to the eligibility of certain match methods, the viability of financial contingencies, campus locations, and additional unique proposed project approaches.  Participants should recognize that even though a proposed idea may be permitted and technically qualify under the principles communicated in the RI Innovation Campus RFP, that does not necessarily mean it will result in the strongest proposal to the Selection Committee. In addition, we reserve the right to elaborate upon or revise the above answers and recommendations throughout this competitive process and will endeavor to communicate any changes to participants.

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