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State of Minnesota
Professional and Technical
Services Contract
SWIFT Contract Number: 274468

This Contract is between the State of Minnesota, acting through its Commissioner of Public Safety on behalf of
the Minnesota State Patrol (“MSP” or “State”), and The Axtell Group, LLC, whose designated business address is
576 Warwick St., Saint Paul, MN 55116. (“Contractor”). State and Contractor may be referred to jointly as
“Parties.”

Recitals

1. State is in need of an immediate security audit of identified buildings within State Capitol complex.

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

3. Subsequent to negotiation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract

Term of Contract

Effective date. August 1, 2025, 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. December 31, 2025, or until all obligations have been satisfactorily fulfilled,
whichever occurs first. The contract may be extended for up to an additional 6 months, 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.

The Contractor, who is not a State employee, shall complete the duties identified in, “Exhibit C:
Specifications, Duties, and Scope of Work,” which is attached and incorporated into this Contract.

Contractor shall not subcontract any work, tasks, or duties pursuant to this Contract.

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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.

Consideration and Payment

Consideration. The State will pay for performance by the Contractor under this Contract as follows:

Compensation. The Contractor will be paid in in accordance with the completion of the
following deliverables:

• Delivery and acceptance of a completed security assessment of each one (1) of the four (4)
buildings listed in Exhibit C in the amount of Forty Thousand and 00/100 Dollars
($40,000.00). The total obligation of the State for these security assessments is One
Hundred Sixty Thousand and 00/100 Dollars ($160,000.00).

• Delivery and acceptance of a final executive-level summary report of the full security
assessment for the buildings listed in Exhibit C. The total obligation of the State for this
report is Sixty Thousand and 00/100 Dollars ($60,000.00).

Total obligation. The total obligation of the State for all compensation and reimbursements to
the Contractor under this Contract will not exceed Two Hundred Twenty Thousand and 00/100
Dollars ($220,000.00).

Payment.

Invoices. The State will promptly pay the Contractor after the Contractor presents an itemized
invoice for the services actually performed, and the State's Authorized Representative accepts
the invoiced services. Invoices must be submitted timely and according to the following
schedule:

Contractor shall submit no more than one invoice each month following completion of
services. Invoices for building security assessments will describe the building assessed as

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described in Exhibit C. Invoice for final report must be a separate invoice and delivered to the
State no later than January 31, 2026.

Retainage. Under Minn. Stat. § 16C.08, subd. 2 (10), no more than 90 percent of the amount
due under this Contract may be paid until the final product of this Contract has been reviewed
by the State. The balance due will be paid when the State determines that the Contractor has
satisfactorily fulfilled all the terms of this Contract.

Conditions of payment. All services delivered 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 the individual below, or her successor, and has the
responsibility to monitor the Contractor’s performance.

Name: Christina Bogojevic, Colonel

Address: Department of Public Safety; Minnesota State Patrol
445 Minnesota Street
Saint Paul, MN 55101
Telephone: 651.201.7113
Email Address: [email protected]

The Contractor's Authorized Representative is the individual below, or his successor. If the
Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must
notify the State in writing/email within ten (10) business days.

Name: Todd Axtell

Address: The Axtell Group
576 Warwick St
Saint Paul, MN 55116
Telephone: 651.925.7169
Email Address: [email protected]

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

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1. State Encumbrance Verification 3. State : Department of Public Safety, Minnesota

Individual certifies that funds have been encumbered as State Patrol
required by Minn. Stat. §§ 16A.15 and 16C.05 With delegated authority
Print Name: Susan Lee
___________________________________
Signature: _____________________________________ Print Name: Cassandra OHern
___________________________________

Title:Accounting Officer Date:8/18/2025

_______________ Signature:_____________________________________

SWIFT Contract No.274468 _______________________ Title: Deputy Commissioner Date: 8/19/2025

______________

SWIFT PO No. 3000106670 _______________________

2. Contractor: The Axtell Group, LLC 4. Commissioner of Administration

The Contractor certifies that the appropriate person has As delegated to The Office of State Procurement
executed the Contract on behalf of the Contractor as
required by applicable articles, bylaws, resolutions, or
ordinances.
Print Name: ___________________________________
Todd Axtell Print Name: Sherry Van Horn
___________________________________
Signature: _____________________________________ Signature:_____________________________________
8/19/2025 8/19/2025
Title: President/Ceo - The Axtell Group
Date:_______________ Title: Contracts Specialist Date: ______________
Admin ID: _____________________________________

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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, for service, whichever is later. Terms requesting payment
in less than 30 days will be changed to read “Net 30 days.” Payment will only be made for services actually
performed that have been accepted by the State’s Authorized Representative, and meet all terms, conditions, and
specifications of the Contract and the solicitation document.

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. The State may terminate this Contract, with cause, upon 30 days’ written notice to
Contractor of the alleged breach and opportunity to cure. If after 30 days, the alleged breach has not been
remedied, the State may immediately terminate the 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
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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.

Foreign Outsourcing of Work Prohibited.

All services under this contract shall be performed within the borders of the United States. All storage and
processing of information shall be performed within the borders of the United States. This provision also applies to
work performed by all subcontractors.

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, 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.

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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.
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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.

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.

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
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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.

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. 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 40 or
more 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
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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.

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.

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.

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Exhibit B: Insurance Requirements

Notice to Contractor.

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

Contractor shall not commence work under the contract until they have obtained all the insurance described
below and the State has approved such insurance. Contractor shall maintain such insurance in force and effect
throughout the term of this Contract, unless otherwise specified in this Contract

The failure of the Contractor to provide 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 State to the Contractor to provide such
insurance.

The State reserves the right to immediately terminate this 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.

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.

Insurance certificate holder should be addressed as follows:

Ashley Scharffbillig, DPS Contract Coordinator

[email protected]

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

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 Contractor’s performance under this Contract.

If Contractor receives a cancellation notice from an insurance carrier affording coverage herein, 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;

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

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

Contractor’s policy(ies) shall include legal defense fees in addition to its policy limits with the exception of
professional liability.

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.
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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.

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

Commercial General Liability Insurance. 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:

$1,000,000 – 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
• State of Minnesota named as an Additional Insured, to the extent permitted by law

Workers’ Compensation Insurance. Statutory Compensation Coverage. Except as provided below, Contractor
must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted,
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 Minn. Stat. § 176.041 exempts Contractor from Workers’ Compensation insurance or if the Contractor has
no employees in the State, Contractor must provide a written statement, signed by an authorized
representative, indicating the qualifying exemption that excludes Contractor from the Minnesota Workers’
Compensation requirements.

If during the course of the contract the Contractor is required to provide Workers’ Compensation Insurance,
the Contractor must comply with the Workers’ Compensation Insurance requirements herein and provide the
State with a certificate of insurance.

Professional Liability, Errors, and Omissions. This policy will provide coverage for all claims the contractor
may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission
related to Contractor’s professional services required under the contract. Insurance minimum limits are as
follows:

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$1,000,000 - per claim or event

$1,000,000 - annual aggregate

Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the
written approval of the State. If the Contractor desires authority from the State to have a deductible in a
higher amount, the Contractor shall so request in writing, specifying the amount of the desired deductible and
providing financial documentation by submitting the most current audited financial statements so that the
State can ascertain the ability of the Contractor to cover the deductible from its own resources.

The retroactive or prior acts date of such coverage shall not be after the effective date of this Contract and
Contractor shall maintain such insurance for a period of at least three (3) years, following completion of the
work. If such insurance is discontinued, extended reporting period coverage must be obtained by Contractor
to fulfill this requirement.

Network Security and Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another
form of liability coverage or written on a standalone policy. Contractor shall maintain insurance to cover
claims which may arise from failure of Contractor’s security resulting in, but not limited to, computer attacks,
unauthorized access, disclosure of not public data including but not limited to confidential or private
information, transmission of a computer virus or denial of service. Insurance minimum limits are as follows:

$1,000,000 per occurrence

$1,000,000 annual aggregate

The following coverage shall be included: State of Minnesota named as an Additional Insured unless the
coverage is written under a Professional Liability policy.

Privacy Liability Insurance (or equivalent). The coverage may be endorsed on another form of liability
coverage or written on a standalone policy. The Contractor shall maintain insurance to cover claims which may
arise from failure of the Contractor to ensure the security of not public data stored on the State’s documents,
including but not limited to paper, microfilms, microfiche, magnetic computer tapes, cassette tapes,
photographic negatives, photos, hard disks, floppy disks, and carbon sheets, while in the Contractor’s care,
custody, and control. Insurance minimum limits are as follows:

$1,000,000 - Per Occurrence

$1,000,000 - Annual Aggregate

The following coverage shall be included: State of Minnesota named as an Additional Insured unless the
coverage is written under a Professional Liability policy.

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Exhibit C: Specifications, Duties, and Scope of Work

The Contractor will conduct security assessments for buildings on or near the Minnesota Capitol Complex based on all
currently available information. The purpose of this consultation and assessment is to provide information that State
may use in decision making regarding security for the listed buildings. The security assessments will be limited to the
following buildings:

• State Capitol Building located at: 75 Rev. Dr. Martin Luther King, Jr. Blvd, St Paul, MN 55155
• Senate Office Building located at: 95 University Ave. W. St. Paul, MN 55103
• Judicial Building located at: 690 Cedar St, St Paul, MN 55155
• Centennial Office Building located at: 685 Cedar St. St Paul, MN 55155

The Contractor will assess the security of and provide recommendations for the above listed buildings. The security
assessments must include, but are not limited to, the items listed below.

1. Ingress and egress points, to include but not limited to:

a. Number of entrances/exits and their locations
b. Security and access methods for entrance/exit points during normal and non-normal business hours
c. Security and access methods for unused or limited use entrances/exits
d. Keys and key card entrance protocols
e. Alarm testing and entry point protocols
f. Exemptions for building employees, legislators, staff or other persons

2. Security cameras and monitoring

a. Number of security cameras and their locations
b. Placement of security cameras, to include any recommended changes and additions
c. Camera monitoring protocols
d. Camera alarm protocols to include triggering events and appropriate response
e. Identification of state-of-art security monitoring technology and any proposed upgrades

3. Screening procedures
a. Placement of entrance screenings and screening devices
b. Current entrance screening methods and comparisons to other techniques
c. Screening protocols, to include exemptions for key card holders or other persons
d. Items permitted into buildings, searching, and exception for items protocols such as, but not limited to:
i. Bags
ii. Liquids
iii. Weapons
iv. Signs

4. Staffing
a. Number of staff during normal and non-normal business hours and their posts/placement
b. Number of staff during heightened security situations and their posts/placement
c. Protocol for security round inspections and sweeps
d. Protocol for opening and closing the buildings and security sweeps
e. Protocol for trespassing procedure and communications with local law enforcement and emergency services

In addition to the above work, Contractor will meet with Minnesota State Patrol representatives and any other
stakeholders identified by the State a minimum of every two weeks during the term of this Contract to discuss

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assessment progress and identify any noted security gaps and recommendations that would enable the State to take
immediate action to improve its current security operations.

Upon completion of the assessment, Contractor will supply to the State a detailed security analysis of each building to
include the building security status and all recommendations to enhance the security of each building. This document
may contain nonpublic security information, as that term is defined in Minn. Stat. § 13.37, and any such data will be
classified accordingly. Contractor will also supply an executive-level summary report on each building to include
contractor’s methodology and approach to the security assessment. This summary is intended to be public. The
Contractor will provide a preliminary copy of the report for the State to review to ensure that the report does not
contain non-public data as defined in Minnesota Statutes Chapter 13.

The Parties also agree to the following:

• Contractor will not utilize, contract with, or compensate any former employee of the Minnesota Department of
Public Safety for work under this Contract.

• The buildings to be assessed have considerable historical value to the State. Any recommendation that would
cause an alteration to the building must be noted, along with any alternate recommendation, which would not
alter the building. Because of the historical significance of the buildings, the Department of Administration must
take into consideration these alterations when weighing the security recommendations. Any recommendation
provided to the State during the progress meetings where an alteration is suggested must also be noted in the
same way. Implementation of any and all physical alterations resulting from Contractor’s recommendations are
at the sole discretion of the Department of Administration.

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