7 Minnesota-SpeeDee Master Agreement.pdf

Department of Administration | Office of State Procurement 112 Administration Building, 50 Sherburne Avenue, Saint Paul, MN 55155

651-296-2600 | mn.gov/admin/mmd Persons with a hearing or speech disability may contact us by dialing 711 or 1-800-627-3529

October 22, 2020

Mr. David Cashman Spee Dee Delivery Service, Inc.

4101 Clearwater Road, PO Box 1417 St Cloud MN 56302-1417

Dear Mr. Cashman:

The following documents are enclosed for you to complete and return:

• State of Minnesota Contract No. 183871 for Freight: Small Package Delivery.

• Diverse spend reporting required. Please send the information detailed in the attached Viva Welcome Letter to support@starssmp.com within two businesses days. The Viva company will send by email a link to the portal, log-in information, portal guidance manual and information on accessing the training video. More information on the State’s Tier 2 program is provided herein.

Please sign and return the documents, VIA DocuSign, to Karen McIntyre by October 26, 2020.

• Certificate of Insurance (COI) - A current certificate of insurance from your insurer, in the amounts called for in the solicitation, is required now to complete the Contract document. The insurance requirements are attached for your convenience. Please have your insurance provider send a copy of the COI electronically to karen.mcintyre@state.mn.us. No contract will be executed with your company until the COI has been received and approved.

Documents that are not properly executed will be returned to you. Failure to submit executed forms in the time required may result in cancellation of the award. Upon receipt of the properly executed forms, and after signatures are obtained from the appropriate State authorities, a copy of the completed Contract documents will be sent to your company.

If you have any questions, please contact me.

Sincerely, Karen McIntyre Buyer Enclosures

DocuSign Envelope ID: E8169E0E-E1AF-44E3-95E8-0D580A495775 mailto:support@starssmp.com mailto:osp.insurance@state.mn.us

Department of Administration | Office of State Procurement

Contract No. 183871, Contract Release F-424(5)

Diverse Spend Reporting Instructions

The State of Minnesota is committed to diversity and inclusion in public procurement. The State anticipates the total value of your Contract may exceed $500,000, including all extension options, therefore you must track and report, on a quarterly basis, the amount paid to diverse businesses both: 1) directly to subcontractors performing under the Contract, and 2) indirectly to diverse businesses that provide supplies/services to your company (in proportion to the revenue from this Contract compared to your company’s overall revenue).

Please send the following information to support@starssmp.com within two businesses days they will send by email a link to the portal, log-in information, portal guidance manual and information on accessing the training video.

Legal Company Name:

Doing Business As- Name (if different than legal name):

SWIFT Contract No. 183871

Federal Tax ID:

Corporate Address:

Corporate City:

Corporate State

Corporate Zip:

Company Email:

Primary Contact Name:

Primary Contact- Email

Once you are a registered user, please set up your contract in the portal. You will be able to access State of MN approved/certified suppliers from within the tool to add them as your subcontractors for a contract. If you have a supplier that is not available from the existing list, please follow the process for setting up each diverse subcontractor and supplier associated with this contract. This includes direct spend with diverse subcontractors, and also includes “indirect spend,” which is the proportion of spend your company pays to diverse suppliers for items like office supplies, utilities, materials, cleaning services, and so on, that can be related back to your contract with the state.

Please contact the State of Minnesota Office of Equity in Procurement procurement.equity@state.mn.us if you have questions about using the portal, how subcontractors and suppliers are designated as diverse small businesses, and how quarterly reporting is used and monitored.

DocuSign Envelope ID: E8169E0E-E1AF-44E3-95E8-0D580A495775

St Cloud

MN

dcashman@speedeedelivery.com

Dave Cashman dcashman@speedeedelivery.com

Spee Dee Delivery Service, Inc.

4101 Clearwater Road, PO Box 1417

56302-1417

41-1530767

NOT different mailto:support@starssmp.com mailto:procurement.equity@state.mn.us

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“State”) and Spee Dee Delivery Service, Inc. whose designated business address is 4101 Clearwater Road, PO Box 1417, St. Cloud, MN 56302-1417 (“Contractor”).

Recitals

1. State issued a solicitation identified as SWIFT Event No. 11078 on August 12, 2020 to provide small ground package delivery solutions for locations within the State of Minnesota, including other States on an as needed basis. (“Solicitation”);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract

1. Term of Contract

1.1. Effective date: November 1, 2020, or the date the State obtains all required signatures under Minnesota Statutes § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Contract until this Contract is fully executed and the Contractor has been notified by the State to begin the work.

1.2. Expiration date: October 31, 2021, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The Contract may be extended for up to an additional 48 months through a duly executed amendment.

1.3. Survival of terms: The following clauses survive the expiration or cancellation of this Contract:

Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

2. Contractor’s duties

The Contractor represents that it is duly qualified and agrees to perform all duties described in this Contract to the satisfaction of the State.

Rev. 12/19 Page 1 of 23

State of Minnesota Contract

SWIFT Contract No. 183871

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

4. Compensation and conditions of payment

4.1. Compensation. The State will pay for performance by the Contractor under this Contract in accordance with the breakdown of costs as set forth in Exhibit D which is attached and incorporated into this Contract.

4.2. Conditions of Payment. All duties performed by the Contractor under this Contract must be performed to the State’s satisfaction and in accordance with all applicable Federal, State, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State. The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of Federal, State, or local law.

5. Authorized Representative

The State's Authorized Representative is Karen McIntyre, Buyer, 50 Sherburne Ave, Suite 112, Saint Paul, MN 55155, or his/her successor or delegate, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services provided under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

The Contractor's Authorized Representative is David Cashman, Corporate Secretary at the following business address and telephone number: Spee Dee Delivery Service, Inc., 4101 Clearwater Road, PO Box 1417, St. Cloud, MN 56302-1417 Phone: 800-862-5578 or his/her successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

6. Exhibits

The following documents are attached and incorporated into this Contract:

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price Schedule o Exhibit D: Attachment 1 – Sample Quote and Invoice Exhibit E: Additional Attachments o Attachment E: Technical Proposal o Attachment E: – Supplement 1: Sample Zone Charts and Map o Attachment F: Responder Information Form

1. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.

Company name: Spee Dee Delivery Service, Inc.

Print name:

Signature:

Title:

2. Office of State Procurement in accordance with Minnesota Statutes §16C.03, subd. 3

Signature:

Title: Acquisition Management Specialist/ Buyer

Date:

3. Commissioner of Administration or delegated representative

Signature:

Title:

10/22/2020

David Cashman

Corporate Secretary

Robb A Mimbach

10/22/2020

Kia Xiong

10/22/2020

Acquisitions Supervisor

EXHIBIT A: CONTRACT TERMS

Prompt Payment and Invoicing.

1.1. Prompt Payment. The State will pay pursuant to Minnesota Statutes § 16A.124, which requires payment within 30 days following receipt of an undisputed invoice, or merchandise or service, whichever is later.

Terms requesting payment in less than 30 days will be changed to read “Net 30 days.” Notwithstanding the foregoing, the State may pay the Contractor in advance for purchases as allowed pursuant to Minnesota Statutes §16A.065.

The payment for each order will only be made for goods received or services actually performed that have been accepted by the ordering entity, and meet all terms, conditions, and specifications of the Contract and the ordering document.

1.2. Invoicing. The invoice must be itemized and in the same format as the sample invoice form submitted with the solicitation response and approved as an attachment with the Contract, unless an alternative format is approved in writing by the Contract Administrator. Each invoice should at a minimum include:

• Customer Name

• State Contract Number

• Item Description

• Item Quantity

• Fixed Pricing

• Zone Pricing

• Additional Charges

2. Assignment, Amendments, Waiver, and Contract Complete.

2.1. Assignment. The Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of the State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.

2.2. Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the authorized parties or their successors.

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

2.4. Contract Complete. This Contract contains all negotiations and agreements between the State and the

Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

3. Termination.

3.1. Termination by the State. The State or Commissioner of Administration may cancel this Contract at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered.

3.2. Termination for Default. If the Contractor fails to perform according to the Contract terms and conditions, the State is authorized to immediately cancel the Contract or purchase order, or any portion of it, and may obtain replacement goods or services and charge the difference of costs to the defaulting Contractor. In the event of default, the State reserves the right to pursue any other remedy available by law. A Contractor may be removed from the Contractor’s list, suspended or debarred from receiving a Contract for failure to comply with terms and conditions of the Contract, or for failure to pay the State for the cost incurred on the defaulted Contract.

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

4. Force Majeure.

Neither party shall be responsible to the other or considered in default of its obligations hereunder to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party defaulting under this provision must provide the other party prompt written notice of the default and take all necessary steps to bring about performance as soon as practicable.

5. Indemnification.

In the performance of this Contract by Contractor, Contractor’s reseller, any third party that has a business relationship with the Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law, the Contractor must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the State, to the extent caused by Contractor’s:

• Intentional, Willful, Or Negligent Acts or Omissions

• Actions That Give Rise to Strict Liability

• Breach of Contract or Warranty.

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

6. Governing Law, Jurisdiction, and Venue.

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

7. Contract Use by State Agencies.

To the extent applicable, the Contract does not prohibit State Agencies from using their delegated purchasing authority to procure similar goods and services from other sources.

8. Warranty.

The Contractor warrants to the ordering entity that materials and equipment furnished under the Contract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the requirements of the contract. Work not conforming to these requirements, including substitutions not properly approved and authorized in writing may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If requested, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment used.

All installation materials and labor shall be guaranteed for a period of one (1) year following the date of final acceptance. During the first year following acceptance, the Contractor shall, upon notification by the ordering entity of any malfunctions, make necessary repairs, including labor, travel, and materials, at the Contractor’s expense.

9. Cooperative Purchasing Venture (CPV) Members.

The Contract will be available to all CPV members. Minnesota Statutes § 16C.03, subd. 10 authorizes the State, acting through its Office of State Procurement, to enter into purchasing agreements with one or more governmental units and other entities allowable by law, as described in Minnesota Statutes § 471.59, subd. 1, to exercise jointly the purchasing powers and functions each has individually. This authority is referred to as the Cooperative Purchasing Venture program. For more information, see State website www.mmd.admin.state.mn.us.

The Contractor agrees to extend the Contract to CPV members at the same prices, terms, conditions, and specifications. With the approval of the Contractor, a CPV member may add additional terms to its ordering document applicable to the CPV member’s purchasing activities. Such additional terms shall not modify, diminish, or derogate the terms applicable to the State.

10. Risk of Loss.

The State is relieved of all risks of loss or damage to the goods and equipment during periods of transportation, installation by the Contractor, or while in the possession of the Contractor or its agent.

11. Purchase Orders.

The parties agree that there is no minimum order requirements or charges to process an individual purchase order unless otherwise stated in the Contract. The Purchase Order number must appear on all documents (e.g., invoices, packing slips, etc.).

12. Subcontracting and Subcontract Payment.

12.1. Subcontracting Allowed. A subcontractor is a person or company that has been awarded a portion of the Contract by Contractor. Only subcontractors that have been approved by the Contract Administrator can be used for this Contract.

After the effective date of the Contract, the Contractor shall not, without prior written approval of the

Contract Administrator, subcontract for the performance of any of the Contractor’s obligations that were not already approved for subcontracting when the Contract was awarded. During this Contract, if an approved subcontractor is determined to be performing unsatisfactorily by the Contract Administrator, the Contractor will receive written notification that the subcontractor can no longer be used for this Contract.

The provisions of the Contract shall apply with equal force and effect to all approved subcontractors engaged by the Contractor. Notwithstanding approval by the State, no subcontract shall serve to terminate or in any way affect the primary legal responsibility of the Contractor for timely and satisfactory performances of the obligations contemplated by the Contract.

12.2. Subcontractor Payment. Contractor must pay any subcontractor in accordance with Minnesota Statutes §

16A.1245.

13. Data Disclosure.

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

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

14. Government Data Practices.

The Contractor and State must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Ch.

13, (or, if the State contracting party is part of the Judicial Branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the State under this Contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor under this Contract. The civil remedies of Minnesota Statutes § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minnesota Statutes Ch. 13, by either the Contractor or the State.

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

15. Intellectual Property Rights.

15.1. Definitions. For the purpose of this Section, the following words and phrases have the assigned definitions:

15.1.1. “Documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Contractor, its employees, agents, or subcontractors, in the performance of this Contract.

15.1.2. “Pre-Existing Intellectual Property” means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

15.1.3. “Works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the Contractor, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Contract. “Works” includes Documents.

15.2. Ownership. The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this Contract. The Documents shall be the exclusive property of the State and all such Documents must be immediately returned to the State by the Contractor upon completion or cancellation of this Contract. To the extent possible, those Works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Contractor assigns all right, title, and interest it may have in the Works and the Documents to the State. The Contractor must, at the request of the State, execute all papers and perform all other acts necessary to transfer or record the State’s ownership interest in the Works and Documents.

15.3. Pre-existing Intellectual Property. Each Party shall retain ownership of its respective Pre-Existing

Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

15.4. Obligations.

15.4.1. Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by the Contractor, including its employees and subcontractors, in the performance of this Contract, the Contractor will immediately give the State’s Authorized Representative written notice thereof, and must promptly furnish the State’s Authorized Representative with complete information and/or disclosure thereon.

15.4.2. Representation. The Contractor must perform all acts and take all steps necessary to ensure that all intellectual property rights in the Works and Documents are the sole property of the State, and that neither Contractor nor its employees, agents, or subcontractors retain any interest in and to the works and documents. The Contractor represents and warrants that the works and documents do not and will not infringe upon any intellectual property rights of other persons or entities.

15.4.3. Indemnification. Notwithstanding Paragraph 5, the Contractor will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Contractor’s expense, from any action or claim brought against the State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the State’s discretion, either procure for the State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of other remedies provided by law.

16. Copyright.

The Contractor shall save and hold harmless the State of Minnesota, its officers, agents, servants and employees, from liability of any kind or nature, arising from the use of any copyrighted or noncopyrighted compositions, secret process, patented or nonpatented invention, article or appliance furnished or used in the performance of the Contract.

17. Survivability of Orders.

In the event the term of any order or Professional/Technical Services work order (“order”) placed under this Contract extends past the termination or expiration of this Contract, the terms and conditions of this Contract shall remain in full force and effect as it applies to such order and will continue in effect for such order until the term of that order expires or the order is cancelled or terminated in accordance with the terms of this Contract. No new orders may be issued after the termination or expiration of the Contract.

18. Order of Precedence.

Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre- installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

19. State Audits.

Under Minnesota Statutes § 16C.05, subd. 5, the Contractor’s books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by the State, the State Auditor, or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Contract.

20. Usage Reports.

Contractor is required to furnish Contract usage data (usage reports) to the Contract Administrator at the following email address: osp.usagereports@state.mn.us. Contract usage reports must consist of the total dollars spent by the State and other entities, broken down into two categories: State Agencies and CPV members. The reporting frequency is at a minimum annually, or as otherwise requested. A final usage report is required at the expiration or termination the Contract. Failure to provide usage reports may result in Contract cancellation. This term survives the expiration or termination of the Contract.

21. Diverse Spend Reporting.

If the total value of your Contract may exceed $500,000, including all extension options, you must track and report, on a quarterly basis, the amount paid to diverse businesses both: 1) directly to subcontractors performing under the Contract, and 2) indirectly to diverse businesses that provide supplies/services to your company (in proportion to the revenue from this Contract compared to your company’s overall revenue). When this applies, you will be set up in a free portal to help report the Tier 2 diverse spend, and the requirement continues as long as the contract is in effect.

22. Insurance.

Contractor must comply with all insurance requirements specified in Exhibit B of the Contract. Prior to execution of the Contract, amendment, or assignment agreement, the State must have a current copy of the Contractor’s Certificate of Insurance that meets the Contract insurance requirements.

23. Delivery.

Contractors are obligated to deliver within the quoted lead times. If delivery is not made within that time frame, the State reserves the right to deem the Contractor in default.

24. Publicity and Endorsement.

24.1. Publicity. Any publicity regarding the subject matter of this Contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative.

For purposes of this provision, publicity includes notices, informational pamphlets, press releases, information posted on corporate or other websites, research, reports, signs, and similar public notices prepared by or for the Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

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

25. Debarment by State, its Departments, Commissions, Agencies, or Political Subdivisions.

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

26. Certification regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion.

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

27. Contingency Fees Prohibited.

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

mailto:mmd.usagereports@state.mn.us

29. Certification of Nondiscrimination (in accordance with Minnesota Statutes § 16C.053).

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

30. Non-discrimination (in accordance with Minnesota Statutes § 181.59).

The Contractor will comply with the provisions of Minnesota Statutes § 181.59.

31. Affirmative Action Requirements The State intends to carry out its responsibility for requiring affirmative action by its Contractors.

31.1. Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the State where it has its principal place of business, then the Contractor must comply with the requirements of Minnesota Statutes § 363A.36 and Minn. R. 5000.3400-5000.3600. A Contractor covered by Minnesota Statutes § 363A.36 because it employed more than 40 full-time employees in another State and does not have a certificate of compliance, must certify that it is in compliance with Federal affirmative action requirements.

31.2. Minn. R. 5000.3400-5000.3600.

31.3. General. Minn. R. 5000.3400-5000.3600 implements Minnesota Statutes § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a Contractor’s compliance status;

procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports;

procedures for compliance review; and Contract consequences for non-compliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400-

5000.3600 including, but not limited to, Minn. R. 5000.3420-5000.3500 and 5000.3552-5000.3559.

31.4. Disabled Workers. The Contractor must comply with the following affirmative action requirements for disabled workers.

(1) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(2) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of

Human Rights issued pursuant to the Minnesota Human Rights Act.

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

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

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

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

31.6. Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minnesota

Statutes § 363A.36 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance.

32. Equal Pay Certification If Contractor is required by Minnesota Statutes §363A.44 to have a current Equal Pay Certificate, and that Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re-apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor is exempt, the State may require Contractor to verify its exempt status.

33. Hazardous Substances.

To the extent that the goods to be supplied to the State by the Contractor contain or may create hazardous substances, harmful physical agents, or infectious agents, as set forth in applicable State and Federal laws and regulations, the Contractor must provide the State with Material Safety Data Sheets regarding those substances. A copy must be provided upon request. Goods and containers supplied to the State must be labeled in compliance with State and Federal laws, rules, and regulations.

These terms apply to goods supplied under this Contract:

33.1. Products Containing Triclosan Banned. The Contractor must comply with Minnesota Statutes § 145.945.

33.2. Products Containing Certain Types of Polybrominated Diphenyl Ether Banned. The Contractor must comply with Minnesota Statutes § 325E.385-325E.388).

33.3. Coal Tar Sealant Use and Sale Prohibited. The Contractor must comply with Minnesota Statutes § 116.202.

33.4. Products Containing Mercury. The Contractor must comply with Minnesota Statutes 116.92.

34. Award of Successor Contracts.

In the event the State undertakes or awards a successor Contract for work related to the Contract or any portion thereof, the current Contractor shall cooperate fully during the transition with all other Contractors and the State in all such cases. All Contracts between subcontractors and the Contractor shall include a provision requiring compliance with this section.

EXHIBIT B: INSURANCE REQUIREMENTS

Notice to Contractor.

1.1. The Contractor is required to submit Certificates of Insurance acceptable to the State as evidence of insurance coverage requirements prior to commencing work under the Contract.

1.2. The Contractor shall not commence work under the Contract until they have obtained all the insurance described below and the State has approved such insurance. The Contractor shall maintain such insurance in force and effect throughout the term of the Contract.

1.3. The failure of the State to obtain a Certificate of Insurance, for the policies required under this Contract or renewals thereof, or failure of the insurance company to notify the State of the cancellation of policies required under this Contract shall not constitute a waiver by the Owner to the Contractor to provide such insurance.

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

Notice to Insurer.

1.4. The Contractor’s insurance company(ies) waives its right to assert the immunity of the State as a defense to any claims made under said insurance.

1.5. Insurance certificate holder should be addressed as follows:

State of Minnesota Department of Administration 50 Sherburne Avenue, Room 112 St. Paul, MN 55155

2. Additional Insurance Conditions. The following apply to the Contractor, or the Contractor’s subcontractor:

2.1. The Contractor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to the State with respect to any claim arising out of the Contractor’s performance under this Contract;

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

2.3. The Contractor is responsible for payment of Contract related insurance premiums and deductibles;

2.4. If the Contractor is self-insured, a Certificate of Self-Insurance must be attached;

2.5. The Contractor’s policy(ies) shall include legal defense fees in addition to its liability policy limits, with the exception of B.4 above;

2.6. The Contractor’s insurance companies must either (1) have an AM Best rating of A- (minus) and a Financial Size

Category of VII or better, and be authorized to do business in the State of Minnesota or (2) be domiciled in the State of Minnesota and have a Certificate of Authority/Compliance from the Minnesota Department of Commerce if they are not rated by AM Best; and

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

3. Coverages. Contractor is required to maintain and furnish satisfactory evidence of the following insurance policies:

General Insurance Requirements

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

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

If Minnesota Statutes § 176.041 exempts the Contractor from Workers’ Compensation insurance or if the Contractor has no employees in the State, the Contractor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes the Contractor from the Minnesota Workers’ Compensation requirements.

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

General Liability Insurance

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

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

The following coverages shall be included:

• Premises and Operations Bodily Injury and Property Damage

• Personal and Advertising Injury

• Blanket Contractual Liability

• Products and Completed Operations Liability

• Other; if applicable, please list

• State of Minnesota named as an Additional Insured, to the extent permitted by law

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

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

In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile.

Evidence of Subcontractor insurance shall be filed with the Contractor.

3.4. Crime Insurance (or equivalent, such as an Irrevocable Standby Letter of Credit)

3.5. Property of Others Insurance (or equivalent). The Contractor shall maintain a Property insurance policy covering “All Risk” of direct physical loss or damage, or equivalent, including the perils of theft, flood, transit, earthquake, and pollution clean-up expense for property owned by the State that is in the Contractor’s care, custody, and control. Any deductible shall be the sole responsibility of the Contractor. Insurance minimum limits are as follows:

The Contractor is solely responsible for the coverage equal to that of the actual cash value of State-owned property in the Contractor’s care, custody, and control at any given point in time.

• Fire Legal Liability Insurance

EXHIBIT C: SPECIFICATIONS, DUTIES, AND SCOPE OF WORK

The Contractor must have the capability to provide small ground package delivery solutions for locations within the State of Minnesota except for Angle Inlet, MN, including other States on an as needed basis. Service types include but, are not limited to Next Day and Two-Day regional small package delivery. Less than Truckload (LTL) freight is not a part of this solicitation.

The following services are required under this contract.

• The Minnesota State Lottery

• Intrastate One-Day Ground

• Intrastate Two-Day Ground

• Interstate One-Day Ground

• Interstate Two-Day Ground

MINNESOTA STATE LOTTERY SPECIFICATIONS

Scope of Work The Contractor will be required to deliver and return scratch lottery tickets and other lottery-related materials.

The Contractor will be required to pick-up and deliver packages Monday through Friday during the hours that the retailer is open or at other specified times. NOTE: Minnesota State Lottery tickets to be delivered will not be able to be redeemed by any person until the retailer who receives the tickets activates them. Therefore, tickets in transit will not be active.

Pickup, Sort, and Deliver Scratch Tickets The Minnesota State Lottery will provide scratch ticket packages shrink wrapped and on pallets measuring 40” W X 48” L. Each pallet weighs approximately 1,300 pounds. The Contractor agrees to accept the Lottery packages in this manner.

The Contractor will be required to avoid any damage to shrink wrapped packages of tickets. Scratch tickets are packaged in various gauge shrink-wrap plastic that would not be strong enough for high-speed conveyor-belt systems used during package sorting.

The Contractor will be required to pick-up pre-packaged scratch lottery tickets from the Minnesota State Lottery’s headquarters in Roseville, Minnesota and/or the Minnesota State Lottery warehouse in Minneapolis, Minnesota at approximately 2:00 p.m. daily and deliver to approximately 3,000 retailers located statewide.

The Contractor will be required to sort all packages received by the Minnesota State Lottery within the State of Minnesota.

The Contractor will be required to deliver the initial distribution of new scratch game tickets to thedesignated retailer within 48 hours of picking up the packages at the Minnesota State Lottery’s Headquarters at 2645 Long Lake Road, Roseville, MN 55113 and/or the Lottery warehouse at 500 Kasota Avenue SE, Suite 526, Minneapolis, Minnesota 55414, dock doors 15 & 16. The majority of packages are shipped from the Kasota Avenue warehouse.

The Contractor will be required to deliver each subsequent package of scratch tickets statewide to the designated retailer within 24 hours of picking up the packages at the Minnesota State Lottery's Headquarters in Roseville, Minnesota and/or the Lottery warehouse in Minneapolis, Minnesota.

The Contractor will be required to interface with the Lottery’s existing bar coding and shipping manifest system, or any other system that Lottery may utilize in the future, for ticket/package delivery and tracking.

The existing bar coding and shipping manifest system is a proprietary Lottery system developed by IGT Global Solution. The shipping manifest system to belongs to IGT (a Lottery specific gaming contractor).

The printed labels for shipment have an internal manifest for verification. Minnesota Lottery staff prints the manifest report for the daily orders the freight carrier is requested to pick up. The freight carrier uses the manifest report to identify any discrepancies and is required to report any issues. The current freight carrier completes the shipping process including but not limited to shipment, returns and tracking. The Pick and Pack printer (Zebra ZT410) supports i2of5 and code 3 of 9.

The Contractor will provide proof of refused shipments from retailers if a retailer refuses a package of scratch tickets. The Contractor agrees to return the package and proof of refusal to the Minnesota State Lottery within 24 hours.

The Contractor will be required to use the Lottery Instant Ticket Order as the shipping label as shown below.

Pickup of unsold Scratch Tickets from Retailers

The Contractor will be required to pick-up unsold lottery tickets from retailers as requested by the Minnesota State Lottery.

The Contractor will be required to supply call tags for those retailers having unsold…