Event_18595_REISSUE_RFP_Sample_Contract___Exhibits.pdf

State of Minnesota Contract

SWIFT Contract No.:

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“State”) and [Contractor] whose designated business address is [Contractor’s business address] (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. State issued a solicitation identified as G0210-2000018595 on September 14, 2026, for REISSUE: E-ZPASS RFID Transponders for MNDOT (“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

Term of Contract

Effective date. November 1, 2026, or the date the State obtains all required signatures under Minn.

Stat. § 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’s Authorized Representative to begin the work.

Expiration date. October 31, 2028, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The contract may be extended for up to an additional 3 years, in increments as determined by the State, through a duly executed amendment.

Contractor’s Duties The Contractor shall perform all duties described in this Contract to the satisfaction of the State.

Representations and Warranties

Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law, the State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of the State.

Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms.

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.

Compensation and Conditions of Payment

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.

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.

Authorized Representative

The State's Authorized Representative is Staci Stoerzinger, Acquisition Management Specialist, 112 Administration Building, 50 Sherburne Avenue, St. Paul, MN 55155, Phone: 651-201-2451, or her successor or delegate, and has the responsibility to monitor the Contract’s performance.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is [name, title] at the following business address and telephone number: [insert business address and telephone number], or his/her successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price and Payment Schedule

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.

2. Office of State Procurement With delegated authority

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration

As delegated to The Office of State Procurement

Print name:

Signature:

Title: Date:

Exhibit A: Contract Terms

Prompt Payment and Invoicing.

Prompt Payment. The State will pay the Contractor pursuant to Minn. Stat. § 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 Minn. Stat. §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.

Invoicing. The invoice must be in the same format as the sample invoice form approved as Exhibit D, Supplement 1 with the Contract, unless an alternative format is approved in writing by the State Authorized Representative, or delegate. See Exhibit D, Supplement 1 for a list of minimum invoice requirements.

Assignment, Amendments, Waiver, and Contract Complete.

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.

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.

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.

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.

Termination.

Termination for Convenience. 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 for convenience, the Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered.

Termination for Breach. 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 vendors 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.

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 addressed within this Contract. 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. This notice will be provided within a reasonable time of the State’s receiving notice.

Force Majeure.

Neither party shall be responsible to the other or considered in default of its obligations within this Contract 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 relying on this provision to excuse performance must provide the other party prompt written notice of the inability to perform and take all necessary steps to bring about performance as soon as practicable.

Indemnification.

In the performance of this Contract, the Indemnifying Party 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 Indemnifying Party’s:

• Intentional, willful, or negligent acts or omissions; or

• Actions that give rise to strict liability; or

• Breach of contract or warranty.

The Indemnifying Party is defined to include the 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 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 Indemnifying Party may have for the State’s failure to fulfill its obligation under this Contract.

Nothing within this Contract, whether express or implied, shall be deemed to create an obligation on the part of the State to indemnify, defend, hold harmless or release the Indemnifying Party. This shall extend to all agreements related to the subject matter of this Contract, and to all terms subsequently added, without regard to order of precedence.

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.

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.

Delivery.

Contractor is 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.

Contractor must confirm delivery locations and requirements with the ordering entity. Prior to delivery, the Contractor is responsible for confirming in writing with the ordering entity that the delivery location will accommodate unloading the equipment. Contractor must notify the receiving entity at least 72 hours before delivery to allow for inspection and compliance. No delivery can be made on a State Holiday (as defined in Minn. Stat. § 645.44, subd. 5), on Saturday or Sunday, or after 4:00 p.m. Central Time on weekdays, without prior written approval by the receiving entity.

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.

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.).

Equipment Specifications.

All equipment must meet the contract specifications and all federal and State safety codes and regulations in effect at the date of manufacture. All equipment must be Original Equipment Manufacturer (OEM) equipment unless otherwise stated in the contract.

Items Offered as New.

All products, materials, supplies, replacement parts, and equipment offered and furnished must be new, of current manufacturer production, and must have been formally announced by the manufacturer as being commercially available, unless otherwise stated in this Contract.

Product Changes During the Contract.

All product offered should be available during the initial term of the contract. The Contractor must notify the State’s Authorized Representative immediately if the manufacturer discontinues or replaces a contracted model number. A replacement model number must meet the contract specifications. The State is under no obligation to accept a replacement model. Any change to a contracted model number must be confirmed in writing by the State through a written amendment. The State reserves the right to request documentation for any requested change under this section to evaluate how the specifications of the replacement product deviates from the specifications of the replaced product.

Product Returns.

Non-Defective Conforming Product. The Customer may return an unopened, non-defective product conforming to the specifications of an order within 60 calendar days of the invoice date with no additional fees. If the non-defective conforming product is returned within 60 calendar days of the invoice date after it has been opened, the Contractor may charge the Customer a restocking fee of up to 10% of the cost of the product. Return shipping costs to return a non-defective conforming product to the Contractor is the responsibility of the Customer.

Defective or Non-conforming Product. The Customer may return any product determined by the Customer as defective or not conforming to the specifications, order, or contract, within 60 calendar days of receipt with no restocking or return shipping fee.

The Contractor should provide the Customer with a Return Merchandise Authorization number (RMA) and must arrange for a “call tag” to be issued via a “carrier” to order pick up of the defective or non-conforming product from the Customer. The “carrier” must pick up the defective or non-conforming product at the address to which the product was shipped.

Replacement of Defective or Non-conforming Product. The Customer may request the Contractor provide a replacement product or cancel the order. If the Customer choses to have the defective or non-conforming product replaced, the Contractor must replace a defective or non-conforming product at no cost to the Customer.

Return of Defective or Non-conforming Product (without replacement). The Customer’s account must be credited within fourteen (14) calendar days of arrival of the returned product at the Contractor’s location.

The amount to be credited must be the equal of the price of the product plus all freight, shipping, handling, or ancillary charges associated with shipment of the product from and return to the shipping location. If, after inspection, the Contractor determines that the product is not defective or non-conforming, the Contractor may bill the Customer for the return shipping charges.

Subcontracting.

This Contract may not be subcontracted in whole or in part.

Data Disclosure.

Under Minn. Stat. § 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.

Government Data Practices.

The Contractor and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. 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 Minn. Stat. § 13.08 apply to the release of the data governed by the Minnesota Government Practices Act, Minn. Stat. 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.

Intellectual Property Rights.

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

“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.

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

“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.

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.

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.

Obligations.

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.

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.

Indemnification. Notwithstanding any other indemnification obligations addressed within this Contract, 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.

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.

Assignment of Antitrust Rights.

Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.

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.

Contractor’s Documents.

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. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. 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.

State Audits.

Under Minn. Stat. § 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 expiration or termination of this Contract.

Diverse Spend Reporting.

If the total value of the Contract may exceed $500,000, including all extension options, Contractor 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 Contractor’s overall revenue). When this applies, Contractor will register in a free portal to help report the Tier 2 diverse spend, and the requirement continues as long as the Contract is in effect.

Publicity and Endorsement.

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.

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

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.

Federal Funds.

Compliance with Federal Requirements. Federal money will be used or may potentially be used to pay for all or part of the goods, construction or services under the Contract. The Contractor is responsible for compliance with all federal requirements imposed on the funds and accepts full financial responsibility for any requirements imposed by the Contractor’s failure to comply with federal requirements.

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.

Contingency Fees Prohibited.

Pursuant to Minn. Stat. § 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.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 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 vendor'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.

Non-discrimination (in accordance with Minn. Stat. § 181.59).

The Contractor will comply with the provisions of Minn. Stat. § 181.59.

E-Verify Certification (in accordance with Minn. Stat. § 16C.075).

For services valued in excess of $50,000, Contractor certifies that as of the date of services performed on behalf of the State, Contractor and all its subcontractors will have implemented or be in the process of implementing the federal E- Verify Program for all newly hired employees in the United States who will perform work on behalf of the State.

Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at E-Verify Subcontractor Certification Form. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request.

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

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 Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

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

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

AFFIRMATIVE ACTION FOR DISABLED WORKERS

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 https://view.officeapps.live.com/op/view.aspx?src=https%3A%2F%2Fosp.admin.mn.gov%2Fsites%2Fosp%2Ffiles%2Fpdf%2Feverifysubcertform.doc&wdOrigin=BROWSELINK 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.

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.

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

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.

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 Minn. Stat. § 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.

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.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat.

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

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If 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 claims to be exempt, the State may require Contractor to verify its exempt status.

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:

Products Containing Triclosan Banned. The Contractor must comply with Minn. Stat. § 145.945.

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

Coal Tar Sealant Use and Sale Prohibited. The Contractor must comply with Minn. Stat. § 116.202.

Products Containing Mercury. The Contractor must comply with Minn. Stat. 116.92.

Products containing PFAS. The Contractor must comply with Amara's Law (Minn. Stat. § 116.943), which took effect in Minnesota January 1, 2025. The law applies all products sold or distributed under the contract and prohibits the sale or distribution of some products with intentionally added PFAS within Minnesota.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor must comply with the following nonvisual technology access standards to the extent required by law:

• That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means;

• That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact;

• That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and

• That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired; and

• Executive branch state agencies subject to Section 16E.03, subdivision 9, are not required to include nonvisual technology access standards developed under this Section in contracts for the procurement of information technology.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Survival of Terms.

The following clauses survive the expiration or cancellation of this Contract: Indemnification; State Audits; Government Data Practices; Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that expressly states or by its nature shall survive, shall survive.

https://www.revisor.mn.gov/statutes/cite/116.943#stat.116.943

Exhibit B: Insurance Requirements

This Contract does not have any insurance requirements.

Exhibit C: Specifications, Duties, and Scope of Work

1. PROJECT OVERVIEW

1.1 PURPOSE OF PROJECT.

The purpose of this Contract is to procure transponders for the State involving the ongoing maintenance, operations and potential expansion of the Minnesota E-ZPass Express Lane System.

Further, this contract will allow the State to procure E-ZPass Group certified multiprotocol RFID transponders on an on-going basis in support of the State’s E-ZPass operations.

1.2 DESCRIPTION OF EXISTING MN E-ZPASS SYSTEM.

The first MN E-ZPass Express Lanes were opened in May of 2005 along the I-394 corridor between Wayzata Boulevard and downtown Minneapolis. The purpose of the MN E-ZPass lanes was to provide congestion management and relief to the I-394 corridor. Based on the success, the State has continued to extend the MN E-ZPass program and currently operates the following corridors:

• I-394 (opened May 2005)

• I-35W South (opened three phases between 2009 and 2011)

• I-35E (opened three phases between 2015 and 2016)

• I-35W North (opened August 2021)

The system is presently being expanded to include I-494 in two separate phases:

• I-494 – Phase 1 (Hwy 100 to I-35W) construction start – 2023, estimated completion – end of 2026.

• I-494 – Phase 2 – (Hwy 169 to Hwy 100 and I-35W to Hwy 77) – projected to start in the spring of 2027 with estimated completion in 2030 with both Phase 1 and Phase 2 lanes opening together in 2030.

There are other corridors that are being scoped for years beyond 2026. Below in Figure 1: MN E-ZPass Corridors is a map of the current and planned corridors.

Figure 1: MN E-ZPass Corridors

The system is based on all-electronic dynamic pricing utilizing primarily a single lane. Enforcement of the lanes are performed by Minnesota State Patrol. Currently, there is no photo tolling or video enforcement.

Single-Occupancy Vehicles (SOV) are required to have a transponder to use the lanes during the MN E-ZPass hours of operations. High-Occupancy Vehicles (HOV) with two or more occupants are not required to have a transponder. Most MN E-ZPass account holders have E-ZPass switchable tags that can be transferred between vehicles and switched between SOV fee-paying mode and HOV 2+ mode. The current switchable transponders accommodate both TDM and SeGo protocols (i.e., multiprotocol tag) and can be used on other E-ZPass agency facilities. In addition to the E-ZPass switchable tags there are in circulation legacy SeGo switchable MnPass tags and non-switchable sticker tags. These transponders can only be used on MN E-ZPass facilities. When the lanes are not operating at restricted hours, they are open and free to all to use.

Tolls range from $0.25 to $8.00, with an average toll ranging from $1.50 to $2.00. The price fluctuates to support the goal of maintaining free-flow speeds (50-55mph) in the MN E-ZPass lanes and maximize throughput.

The current MN E-ZPass hours of operation are as follows:

1.2.1 EXISTING BACK OFFICE SYSTEM.

The current Back Office System (BOS) is Neology’s neoBOSS platform. The primary and secondary BOS server are deployed on a cloud-based infrastructure located in the United States.

1.2.2 EXISTING CUSTOMER SERVICE CENTER.

The customer service center (CSC) is a call-in and walk-in center located at a State facility in Golden Valley, MN. The center is open Monday-Friday, 8am to 5pm.

The following are some basic program statistics as of March 25, 2026:

MN E-ZPass Accounts & Tags

Current Accounts 92,111

Active Tags

E-ZPass Switchable 77,230

MNPASS Switchable/Sticker 49,205

License Plate 107

Total 126,542

1.2.3 DYMANIC PRICING.

The State is responsible for the dynamic pricing algorithm which is incorporated in the State’s IRIS software system (refer section 1.3 below for more details).

The dynamic pricing subsystem is used to determine the effective rate which should be displayed and

Corridor Direction Segment AM Hours PM Hours

Eastbound County Road 101 to Highway 100 6:00 AM to 10:00 AM Open to all traffic

Westbound Highway 100 to I-494 Open to all traffic 3:00 PM to 7:00 PM

Reversible(*) Highway 100 to I-94 EB - 6:00 AM to 1:00 PM WB - 2:00 PM to 5:00 AM

Northbound Crystal Lake Road to Highway 62 6:00 AM to 10:00 AM Open to all traffic

Northbound Highway 62 to 26th Street 6:00 AM to 10:00 AM 3:00 PM to 7:00 PM

Southbound 26th Street to I-494 6:00 AM to 10:00 AM 3:00 PM to 7:00 PM

Southbound I-494 to Highway 13 Open to all traffic 3:00 PM to 7:00 PM

Northbound Cayuga Street to County Road J Open to all traffic 3:00 PM to 7:00 PM

Southbound County Road 96 to Cayuga Street 6:00 AM to 10:00 AM Open to all traffic

Northbound County Road C to I-694 Open to all traffic 3:00 PM to 7:00 PM

Northbound I-694 to 95th Avenue Open to all traffic 3:00 PM to 7:00 PM

Southbound Lexington Avenue to I-694 6:00 AM to 10:00 AM Open to all traffic

Southbound I-694 to County Road D 6:00 AM to 10:00 AM Open to all traffic

*The I-394 Reversible Lanes are tol led any t ime the lanes are open.

The reversible lanes are closed to all t raffic during the t ransit ion from one direct ion to the other.

Weekend hours of operat ion vary depending on events in the community.

All hours are subject to change due to rout ine maintenance act ivit ies.

I-394 -

Wayzata to

Minnepolis

I-35W -

Burnsville to

Minneapolis

I-35E -

St. Paul to

White Bear

Lake

I-35W -

Roseville to

Blaine charged to MN E-ZPass customers along the corridors. The basic principle of the dynamic pricing model utilizes near-real time traffic count data from the MN E-ZPass lanes to determine traffic volumes and then set corresponding rates to balance (manage) the congestion or use of the facility.

1.2.4 TOLL RATE SIGNS.

The State is responsible for posting current pricing on toll rate signs.

The current toll rate signs are generally located just prior to each MN E-ZPass entry point and/or toll point to inform users of the rate which will be charged if they enter the MN E-ZPass lanes. On a continuous basis each rate sign is updated every three (3) minutes to display the current rate in effect as determined by the IRIS dynamic pricing subsystem.

Figure 2 below represents one of the current I-35W rates signs.

Figure 2: Typical I-35W Rate Sign

1.3 MN E-ZPASS ROADSIDE SYSTEM.

The State serves as the provider and integrator of the complete roadside system.

The current roadside system by the State is comprised of the following component as shown in Figure 3 below.

Figure 3: State Roadside System Components

Intelligent Roadway Information System (IRIS) Control System

IRIS is an open-source Advanced Traffic Management System (ATMS) developed by the State for the control of field devices such as changeable message signs, ramp meters, lane control signals, and gate arms. The IRIS software also includes the MN E-ZPass tolling system.

The IRIS Control System (ICS) is also responsible for the following with the E-ZPass roadside system:

• Communication with each corridor toll point (RFID reader and antenna)

• Dynamic Pricing Algorithm

• Transaction processing including trip building

• Transaction/Trip rate assignment

• Interface with the BOS

State Toll point(s) Each toll point is primarily comprised of a RFID reader and antenna which communicate directly with the ICS as well as an enforcement beacon. The enforcement beacon will luminate either blue, for vehicles with transponders, or amber for vehicles without. The enforcement beacons pulse via a contact closure from the RFID reader.

Dynamic Price Algorithm Depending on the traffic and the time of the day, the toll rate on the roadway changes for the motorists to ease out traffic congestion. A dynamic price algorithm is used by the ICS to show the rates on the Variable Message Signs and apply them to the trips while processing and creating a toll transaction for the trips.

Transaction Processing Another function of the ICS is to communicate with the State’s toll point and capture the motorist transponder read data and create a toll transaction for the motorist passing through the toll point. The toll transactions captured at every toll point are later used to build the toll trip for the motorist with applicable toll rate based on the Dynamic price algorithm.

Transaction/Trip Rate Assignment Since the pricing is dynamic based on the traffic pattern and time of the day, during the transaction creation and trip building the ICS also assigns the applicable toll rate to the transaction/trip.

Interface with the BOS The BOS is the cloud-based account management system which manages the motorist E-ZPass account. The ICS reads the transponder data and creates a toll transaction for the motorist trip and interfaces with the BOS to send the trip for it to be posted on the motorist E-ZPass account. The BOS also provides the transponder status information back to ICS based on the account State for its validity.

2. SCOPE OF WORK.

2.1 GENERAL DESCRIPTION OF REQUIREMENTS AND SERVICES.

The scope of work shall be to furnish products and product support for switchable transponders for revenue collection in the MN E-ZPass Lanes system.

The following Scope of Work has been broken down into two major components, Technical Requirements and Installation and Support Services.

The Technical Requirements define the specifications and operating requirements of the transponders to be provided.

2.1.1 TRANSPONDER REQUIREMENTS.

The Contractor shall propose a switchable transponder that can support, at a minimum at least one of the following IAG approved protocols:

• 6C

• TDM

• SeGo

The RFID Transponder shall be approved for use by the E-ZPass Group: https://www.e-zpassgroup.org/interoperability.

6c Transponders shall be compliant with most recent 6C Toll Operators Coalition (6C TOC) AVI

Transponder Programming Standard at the time of Contract Award.

The acceptable frequency for the above protocols is between 902-928MHz. The current E6 readers used by the State have the frequency range for Downlink (911.75 to 919.75 MHz adjustable in 0.25 MHz steps) and uplink (902.25 to 903.75 MHz and 910.00 to 921.50 MHz adjustable in 0.25 MHz steps).

For any dual/multiprotocol transponder proposed the transponder must use the same transponder serial number (including the same agency code) for each protocol in the transponder.

The following sections define the various performance, functionality and form factor requirements of the transponders.

https://www.e-zpassgroup.org/interoperability https://www.e-zpassgroup.org/interoperability

Along with the Technical Proposal submittal the Contractor shall provide a sample of the proposed switchable transponder.

2.1.1.1 Transponder Power.

For any transponder proposed and or provided under this contract which requires a battery, the Contractor shall provide detailed information on how the transponder is powered and the life of the battery. Any transponder proposed which requires a battery shall be provided in accordance with the transponder warranty requirement set forth in the warranty section of the

RFP.

2.1.1.2 Consumer Product Safety.

All components used in the transponder shall be approved for use in consumer products in terms of safety. The transponder shall not give off or emit dangerous substances at any time under normal use. The Contractor shall provide Material Safety Data Sheets (MSDS) for each product as well as information on disposal and recycling of the transponder products.

2.1.1.3 Environmental Requirements.

The transponder shall operate as required while subjected to the typical automotive interior cabin temperature ranges, shock, vibration, direct sunlight, dust, impacts, working environment conditions, radio frequency emissions as encountered in the mounting location of the transponder.

2.1.1.4 Bar Code and Serial Number.

Each interior (moveable) transponder (i.e., affixed via hook and loop) shall include a bar code or quick response (QR) image symbology encoded with the transponder identification number that will identify the transponder and the manufacturer. The bar code will be used to manage transponder inventory and fulfillment. Each interior transponder shall also include a corresponding printed serial number on the device.

Each non-moveable transponder (i.e., sticker, or other permanent mount) shall at a minimum include the printed serial number of the transponder.

2.1.1.5 Transponder Branding.

All transponders delivered under this Contract shall be branded with the approved tolling program logo graphics, transponder base color and textual information. State will provide all required and appropriate graphics for logos and artwork as well as approval of branding for each transponder.

As part of the “Branding” process, the Contractor shall first provide proofing graphics to State for any and all artwork and graphics to be labeled on the…