STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Winter Maintenance Truck Components

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 22, 2019 November 30, 2024 2 - 1 Year November 30, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

3286 Hanna Lake Industrial Drive

Dutton MI 49316

Dan Bouwman

616-698-8215 dbouwman@ttspec.com

CV0030059

TRUCK & TRAILER SPECIALTIES INC

C O

N

TR

A C

TO

R

5178551986

ReinckeE@michigan.gov

Patrick Turcotte

517-730-8798

DTMB

Erin Reincke MDOT turcottep@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 6

Contract Number MA200000000034 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$40,249,000.00 $0.00 $40,249,000.00

DESCRIPTION

Effective 8/11/2025, please note the Contract Administrator has been changed to Patrick Turcotte.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Winter Maintenance Truck Components

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

October 22, 2019 November 30, 2024 2 - 12 Months November 30, 2024

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes No

3286 Hanna Lake Industrial Drive

Dutton MI 49316

Dan Bouwman

616-698-8215 dbouwman@ttspec.com

CV0030059

TRUCK & TRAILER SPECIALTIES INC

C O

N

TR

A C

TO

R

5178551986

ReinckeE@michigan.gov

Yvon Dufour

(517) 249-0455

DTMB

Erin Reincke MDOT dufoury@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

Change Notice Number 5

Contract Number MA200000000034 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

24 Months November 30, 2026

$40,000,000.00 $249,000.00 $40,249,000.00

DESCRIPTION

Effective 12/1/2024, this contract is exercising both option years and is increased by $249,000. The revised contract expiration date is 11/30/2026. All other terms, conditions, specifications and pricing remain the same. Per DTMB Procurement approval.

CENTRAL PROCUREMENT SERVICES

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to

Contract Number 200000000034 poyers@Michigan.gov

Scott Poyer

Yvon Dufour dbouwman@ttspec.com

Dan Bouwman

Dutton, MI 49316

TRUCK & TRAILER SPECIALTIES INC

CV0030059

616-698-8215

3286 Hanna Lake Industrial Drive

(517) 249-0455

S T

A T

E

P ro g ra m

M a n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-284-6448

DTMB

dufoury@michigan.gov

$20,000,000.00

October 22, 2019 November 30, 2024

WINTER MAINTENANCE TRUCK COMPONENTS

November 30, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

45 DAYS

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ November 30, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$20,000,000.00 $40,000,000.00

Effective 10/10/2023, this contract is hereby increased by $20,000,000. All other terms, conditions, specifications, and pricing remain the same. Per agency request, DTMB Procurement approval, and State Administrative Board approval on 10/10/2023.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

CONTRACT SUMMARY

MDOT

Department of Technology, Management, and Budget

320 S. WALNUT ST., LANSING, MICHIGAN 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 3 to

200000000034Contract Number poyers@Michigan.gov

Scott Poyer

Yvon Dufour dbouwman@ttspec.com

Dan Bouwman

Dutton, MI 49316

TRUCK & TRAILER SPECIALTIES INC

CV0030059

616-698-8215

3286 Hanna Lake Industrial Drive

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-284-6448

DTMB

dufoury@michigan.gov

$20,000,000.00

October 22, 2019 November 30, 2024

WINTER MAINTENANCE TRUCK COMPONENTS

November 30, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

45 DAYS

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ November 30, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $20,000,000.00

Effective 6/29/2022, the following amendment is hereby incorporated into the contract. New pricing shall be subject to a detailed quotation provided by the Contractor. Contractor shall limit pricing to increases and reductions by their supplier(s) using the current contract price sheet as a guide (Schedule B - Pricing is attached). This amendment shall expire on 7/1/2023, and pricing shall revert to Schedule B if not renewed by the State via Change Notice. All other terms, conditions, specifications, and pricing remain the same. Per contractor request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

PRICING

1 # 04-Fuel Tank and Hydraulic Reservior Assembly $4,026.00

2 # 04-PLOWJACK.1.C19 Front Plow Jack $1,250.00

3 # 04-Tarps .C19 Automatic Electric Tarp Assemblies $1,144.00

4 # 04-Pre-Wet Systems .C19 Hydraulic driven for rear discharge combination DVS bodies -See addendum in

Schedule C for option specifications $3,402.00

5 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 1 $10,069.00

6 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 2 $10,560.00

7 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 3 $10,129.00

8 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 4 $10,733.00

9 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 5 $10,673.00

10 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 6 $11,276.00

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

7. Quantities specified if any, are estimates based on prior purchases, and the State is not obligated to purchase in these or any other quantities. Orders for delivery will be issued directly to the Contractor by MDOT on the Direct

Purchase Order Contract Release Form and MiDEAL members (local units of government).

8. Please see “Standard Contract Terms” section 7 for administrative fee.

ITEM

6. Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price

Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

STATE OF MICHIGAN

Contract No. 200000000034

Winter Maintenance Truck Build-Up Components

SCHEDULE B

PRICING

1. The Contractor must provide a pricing schedule for the proposed Contract Activities using Microsoft Excel. The pricing schedule should be submitted in a modifiable format (e.g.. Microsoft Word or Excel); however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF). Failure to complete the pricing schedule as requested may result in disqualification of your proposal.

2. Price proposals must include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

3. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

Quick payment terms: __0_____ % discount off invoice if paid within ___0_____ days after receipt of invoice.

4. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

5. Pricing Term. Pricing is firm for a 365 day period (“Pricing Period”). The first pricing period begins on the Effective

Date. Adjustments may be requested, in writing, by either party and will take effect no earlier than the next Pricing Period.

11 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 7 $10,070.00

12 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 8 $10,693.00

13 # GRDSPD.C19 Ground Speed Oriented Salt Distribution Spreader Control System with Electric Over

Hydraulic Joystick Controls - With Multiple Joysticks $10,710.00

14 # GRDSPD.C19 Ground Speed Oriented Salt Distribution Spreader Control System with Electric Over

Hydraulic Joystick Controls - With Single Joystick $10,710.00

15 # 04-11CBBDY.C19 11 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Rear

Discharge and Distribution Systems $31,503.00

16 # 04-11CBBDYDA.C19 11 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Dual Auger, Hoist, Rear Discharge and Distribution Systems $35,746.00

17 # 04-11SSDMP.C19 Dump Body, Stainless Steel, 8 cu. yd., 11 ft., Hoist and 1/2 Cab Protector $15,947.00

18 # 04-11SSDMPUBH.C19 Dump Body, Stainless Steel, 8 cu. yd., 11 ft., with Under Body Hoist and 1/2 Cab

Protector $16,099.00

19 # 04-14CBBDY.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Rear

Discharge and Distribution Systems $33,907.00

20 # 04-14CBBDYDA.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Dual Auger, Hoist, Rear Discharge and Distribution Systems $37,186.00

21 # 04-14FCBBDY.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Front and

Rear Discharge Distribution Systems $38,236.00

22 # 04-14SSDMP.C19 Dump Body, Stainless Steel, 10 cu. yd., 14 ft., Hoist and 1/2 Cab Protector

$18,809.00

23 # 04-14SSDMPUBH.C19 Dump Body, Stainless Steel, 10 cu. yd., 14 ft., with Under Body Hoist and 1/2 Cab

Protector $19,257.00

24 # 55-FMBBLD.C19 Under-Body Scraper, Folding Mold Board Style Snow Blade, Hydraulic Angling

$10,279.00

25 # 55-MOPBLD.C19 Under-Body Scraper, MOP Style Snow Blade, Hydraulic Angling $9,621.00

26 # 57-0901SMW.C19 Wing Plow, behind Scraper Mount, 9 Foot Left or Right $8,637.00

27 # 57-0901SMWJR.C19 Wing Plow, behind Scraper Mount, 9 Foot Left or Right $7,961.00

28 # 57-1201SMW.C19 Wing Plow, behind Scraper Mount, 12 Foot Left or Right $9,040.00

29 # 60-11-14SSDMP Option1.C19 Reversing Rear Cross Auger with Side Spinner $4,621.00

30 # 60-11_14SSDMP-Option2.C19 Zero Velocity Spreader (LEFT HAND ACCUPLACE SPINNER IS 00182933-B)

(RIGHT HAND ACCUPLACE SPINNER IS 00188316-B) $4,330.00

31 # 60-11SSDMP.C19 Hopper Box Material Spreader 11 Foot and Distribution Systems $12,347.00

32 # 60-11SSUBHDMP.C19 Hopper Box Material Spreader 11 Foot and Distribution Systems $12,063.00

33 # 60-14SSDMP.C19 Hopper Box Material Spreader 14 Foot and Distribution Systems $15,565.00

34 # 60-14SSUBHDMP.C19 Hopper Box Material Spreader 14 Foot and Distribution Systems $15,281.00

35 # 04-11-14CBBDY-Option1.C19 Reversing Rear Cross Auger with Side Spinner (RIGHT MOTOR WITH LEFT

SPINNER HAND ARRANGEMENT 00184407-B AUGER, 00022294-B IS THE DROP CHUTE WITH DOOR, 00022064-J- LEFT SPINNER) (LEFT MOTOR WITH RIGHT HAND SPINNER ARRANGEMENT 00184404-B

AUGER,, 00022294-B IS THE DROP CHUTE WITH DOOR, , 00081047-H RIGHT HAND SPINNER)

$5,235.00

36 # 04-11-14CBBDY-Option2.C19 Reversing Rear Cross Auger with Center Spinner $4,995.00

37 # 60-11_14MSDMP-Option3.C19 "Y" Chute Distributor - Stainless Steel $3,256.00

38 # 60-11_14MSDMP-Option3.C19 "Y" Chute Distributor - Non-Stainless Steel $2,763.00

39 # 04-11CBBDY_Option4.C19 Belt Over Main Conveyor Chain $2,348.00

40 # 04-14CBBDY_Option5.C19 Belt Over Main Conveyor Chain $3,550.00

41 # 04-11_14CBBDY_Option6.C19 Salt Slurry Generator $8,302.00

42 # 65-HHLF.C19 Hydraulic Hook Lift Assembly - Hook Lift Hoist $25,390.00

43 # 65-HHLF.C19 Hydraulic Hook Lift Assembly - Hook Lift Body Subframe $5,130.00

44 (ITEM 1 OPTION REPLACEMENT) Western star combination tank- See addendum in schedule c for option specifications $3,248.00

45 (ITEM 3 OPTION ADD) PART NO 83200- ASPHALT COVER $247.00

46 (ITEM 3 OPTION ADD) PART NO 81200 MESH COVER $155.00

47 (ITEM 3 OPTION ADD) Optional plug kit for swaploader application - PART NUMBER 12760 $54.00

48 (ITEM 3 OPTION ADD) OPTIONAL TARP COVER- CUSTOM SIZE COVER FOR SWAPLOADER V BOXES PART

NO 81010@83X18 $204.00

49 (ITEM 4 OPTIONAL REPLACEMENT) Hydraulic driven for front and rear discharge combination DVS bodies-

See addendum in Schedule C for option specifications $3,696.00

50 (ITEM 4 OPTIONAL REPLACEMENT) Electric driven for rear discharge combination DVS bodies See addendum in Schedule C for option specifications $3,203.00

51 (ITEM 4 OPTIONAL REPLACEMENT) Electric Driven for front and rear discharge DVS bodies See addendum in Schedule C for option specifications $3,597.00

52 (ITEM 4 OPTIONAL REPLACEMENT) Hydraulic driven for V box spreades See addendum in Schedule C for option specifications $3,579.00

53 (ITEM 4 OPTIONAL REPLACEMENT) Electric driven for v box spreaders- See addendum in Schedule C for option specifications $3,380.00

54 (ITEM 4 OPTION ADD) optional installation of prewet system to seither a combination DVS body or a V box spreader See addendum in Schedule C for option specifications $528.00

55 (ITEM 5 - 12 PART - INCLUDED) Double acting cylinder spool valve section- ship loose pricing for section replacement or additional function. Specify flow rate at time of order $752.00

56 (ITEM 5 - 12 PART - INCLUDED) Single acting motor spooled secttion- ship loose pricing, Specify flow rate at time or order $655.00

57 (ITEM 5 - 12 PART - INCLUDED) Double acting motor spooled valve section- ship loose pricing for section replacement or additional function. Specify flow rate at time of order $752.00

58 (ITEM 13 & 14 OPTION ADD) add on for prewet driver $576.00

59 (ITEM 13 & 14 OPTION ADD) add on for cross conveyor potentiomter driver and direction control switch

$788.00

60 (ITEM 13 & 14 OPTION ADD) Add on for hoist and jib disable circuits on Swaploader installation

$191.00

61 (ITEM 13 & 14 OPTION ADD) Road Watch system 849-1242-000 $314.00

62 (ITEM 15 OPTION ADD) poly subfloor for 11 ft rear discharge DVS $736.00

63 (ITEM 19 OPTION ADD) POLY SUBFLOOR FOR 14' REAR DISCHARGE DVS UNIT INSTALLED $809.00

64 (ITEM 21 OPTION ADD) POLY SUBFLOOR FOR 14' FRONT/REAR DISCHARGE DVS UNIT INSTALLED

$735.00

65 (ITEM 26 OPTION ADD) 9 FT RIGHT HAND PATROL WING POLY MOLDBOARD LINER. PART NO 00188368I

$704.00

66 (ITEM 26 OPTIONAL REPLACEMENT) 9 FT LEFT HAND PATROL WING PART NO 00184445 $8,637.00

67 (ITEM 26 OPTION ADD) 9 FT LEFT HAND PATROL WING POLY MOLDBOARD LINER. PART NO 00188950I

$704.00

68 (ITEM 27 OPTION ADD) 9 FT RIGHT HAND JUNIOR WING POLY MOLDBOARD LINER 00188366I $666.00

69 (ITEM 27 OPTIONAL REPLACEMENT) 9 FT LEFT HAND JUNIOR WING PART NO 00184443 $7,961.00

70 (ITEM 27 OPTION ADD) 9 FT LEFT HAND JUNIOR WING POLY MOLDBOARD LINER PART NO 00188367I

$666.00

71 (ITEM 27 OPTIONAL REPLACEMENT) 7 FT RIGHT HAND JUNIOR WING PART NO 00188369 $7,895.00

72 (ITEM 27 OPTION ADD) 7 FT RIGHT HAND JUNIOR WING POLY MOLDBOARD LINER PART NUMBER

00188372I $665.00

73 (ITEM 27 OPTIONAL REPLACEMENT) 7 FT LEFT HAND JUNIOR WING PART NO 00189828 $7,895.00

74 (ITEM 27 OPTION ADD) 7 FT LEFT HAND JUNIOR WING POLY MOLDBOARD LINER-PART NUMBER NOT YET

ISSUED $665.00

75 (ITEM 28 OPTION ADD) 12 FT RIGHT HAND PATROL WING POLY MOLDBOARD LINER $825.00

76 (ITEM 28 OPTIONAL REPLACEMENT) 12 FT LEFT HAND PATROL WING PART NO 00184446 $9,040.00

77 (ITEM 28 OPTION ADD) 12 FT LEFT HAND PATROL WING POLY MOLDBOARD LINER $825.00

78 (ITEM 30 OPTION ADD) flip up rear spinner for DVS combination body See addendum in Schedule C for option specifications $2,143.00

79 (ITEM 34 OPTIONAL REPLACEMENT) MCV168-84-56- BELT/ CHAIN V BOX WITH CUTOUT FOR DOGHOUSE

See addendum in Schedule C for option specifications $17,647.00

80 (ITEM 34 OPTIONAL REPLACEMENT) MCV168-84-56/ DUAL AUGER SLIDE IN V BOX WITH DOGHOUSE See addendum in Schedule C for option specifications 18,185.00

81 (ITEM 36 OPTION ADD) mounting tube- See addendum in Schedule C for option specifications $114.00

82 (ITEM 36 OPTIONAL REPLACEMENT) MS9612 to fit V box application: See addendum in Schedule C for option specifications $5,566.00

83 (ITEM 37 OPTION ADD) STAINLESS STEEL Y CHUTE EXTENSION FOR USE WITH HOOKLOADER MOUNTS OR

TANDEM SLIDE IN V BOXES WITH UNDERBODY HOISTS PART NO 00129376-B $277.00

84 (ITEM 38 OPTION ADD) STEEL Y CHUTE EXTENSION FOR USE WITH HOOKLOADER MOUNTS OR TANDEM

SLIDE IN V BOXES WITH UNDERBODY HOISTS PART NO 00129376-A $165.00

85 (ITEM 40 OPTIONAL REPLACEMENT) BELT / CHAIN OPTION FOR 14' FRONT/ REAR DISCHARGE DVS UNIT

PART NO IS 00184402-C $3,147.00

86 (OPTION ADD) REAR ROLLERS- EXTENDABLE/GALVANIZED FOR SKID ASSEMBLY $452.00

87 (OPTIONAL REPLACEMENT) Hookloader v box assembly. See addendum in Schedule C for option specifications. $18,003.00

88 (OPTION ADD) Monroe MP36-60-12-ct/316 Expressway plow . Includes Snow wheels. See addendum in

Schedule C for option specifications. 10,294.00

89 (OPTION ADD)Monroe model MP48R12-ISCT DUAL MOUSE EAR PLOW, Includes Snow wheels. See addendum in Schedule C for option specifications. $9,750.00

90 (OPTION ADD) MONROE MODEL MPFA34-71-12 ON WAY FIXED ANGLE LEFT PLOW NO 00151122. See addendum in Schedule C for option specifications. $6,987.00

Department of Technology, Management, and Budget

525 W. ALLEGAN ST., LANSING, MICHIGAN 48913

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

Change Notice Number 1 to

200000000034Contract Number poyers@Michigan.gov

Scott Poyer

Yvon Dufour dbouwman@ttspec.com

Dan Bouwman

Dutton, MI 49316

TRUCK & TRAILER SPECIALTIES INC

CV0030059

616-698-8215

3286 Hanna Lake Industrial Drive

(517) 249-0455 S

T A

T E

P ro g n a g e r

C o n tra ct

A d m in istra to r

C O

N T R A C T O

R

517-284-6448

DTMB

dufoury@michigan.gov

$10,000,000.00

October 22, 2019 November 30, 2024

WINTER MAINTENANCE TRUCK COMPONENTS

November 30, 2024

INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

2 - 1 Year

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-Card ☐ PRC ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE

☐ ☐ November 30, 2024

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$0.00 $10,000,000.00

Effective 6/8/2021, the following amendment is hereby incorporated into the contract. New pricing shall be subject to a detailed quotation provided by the Contractor. Contractor shall limit pricing to increases and reductions by their supplier(s) using the current contract price sheet as a guide (Schedule B - Pricing is attached). This amendment shall expire on 12/8/2021, and pricing shall revert to Schedule B if not renewed by the State via Change Notice. All other terms, conditions, specifications and pricing remain the same. Per contractor request, and DTMB Procurement approval.

INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE

DESCRIPTION

PRICING

1 # 04-Fuel Tank and Hydraulic Reservior Assembly $4,026.00

2 # 04-PLOWJACK.1.C19 Front Plow Jack $1,250.00

3 # 04-Tarps .C19 Automatic Electric Tarp Assemblies $1,144.00

4 # 04-Pre-Wet Systems .C19 Hydraulic driven for rear discharge combination DVS bodies -See addendum in

Schedule C for option specifications $3,402.00

5 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 1 $10,069.00

6 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 2 $10,560.00

7 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 3 $10,129.00

8 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 4 $10,733.00

9 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 5 $10,673.00

10 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 6 $11,276.00

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

7. Quantities specified if any, are estimates based on prior purchases, and the State is not obligated to purchase in these or any other quantities. Orders for delivery will be issued directly to the Contractor by MDOT on the Direct

Purchase Order Contract Release Form and MiDEAL members (local units of government).

8. Please see “Standard Contract Terms” section 7 for administrative fee.

ITEM

6. Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price

Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

STATE OF MICHIGAN

Contract No. 200000000034

Winter Maintenance Truck Build-Up Components

SCHEDULE B

PRICING

1. The Contractor must provide a pricing schedule for the proposed Contract Activities using Microsoft Excel. The pricing schedule should be submitted in a modifiable format (e.g.. Microsoft Word or Excel); however, you may also submit an additional pricing schedule in a non-modifiable format (e.g., PDF). Failure to complete the pricing schedule as requested may result in disqualification of your proposal.

2. Price proposals must include all costs, including but not limited to, any one-time or set-up charges, fees, and potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and palletizing).

3. The Contractor is encouraged to offer quick payment terms. The number of days must not include processing time for payment to be received by the Contractor's financial institution.

Quick payment terms: __0_____ % discount off invoice if paid within ___0_____ days after receipt of invoice.

4. By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Contractor.

5. Pricing Term. Pricing is firm for a 365 day period (“Pricing Period”). The first pricing period begins on the Effective

Date. Adjustments may be requested, in writing, by either party and will take effect no earlier than the next Pricing Period.

11 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 7 $10,070.00

12 # HYD-PP.C19 Hydraulic System - With Valve Combination Number 8 $10,693.00

13 # GRDSPD.C19 Ground Speed Oriented Salt Distribution Spreader Control System with Electric Over

Hydraulic Joystick Controls - With Multiple Joysticks $10,710.00

14 # GRDSPD.C19 Ground Speed Oriented Salt Distribution Spreader Control System with Electric Over

Hydraulic Joystick Controls - With Single Joystick $10,710.00

15 # 04-11CBBDY.C19 11 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Rear

Discharge and Distribution Systems $31,503.00

16 # 04-11CBBDYDA.C19 11 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Dual Auger, Hoist, Rear Discharge and Distribution Systems $35,746.00

17 # 04-11SSDMP.C19 Dump Body, Stainless Steel, 8 cu. yd., 11 ft., Hoist and 1/2 Cab Protector $15,947.00

18 # 04-11SSDMPUBH.C19 Dump Body, Stainless Steel, 8 cu. yd., 11 ft., with Under Body Hoist and 1/2 Cab

Protector $16,099.00

19 # 04-14CBBDY.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Rear

Discharge and Distribution Systems $33,907.00

20 # 04-14CBBDYDA.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Dual Auger, Hoist, Rear Discharge and Distribution Systems $37,186.00

21 # 04-14FCBBDY.C19 14 ft. Combination 45 degree Sloped Side Dump and Spreader Body, Hoist, Front and

Rear Discharge Distribution Systems $38,236.00

22 # 04-14SSDMP.C19 Dump Body, Stainless Steel, 10 cu. yd., 14 ft., Hoist and 1/2 Cab Protector

$18,809.00

23 # 04-14SSDMPUBH.C19 Dump Body, Stainless Steel, 10 cu. yd., 14 ft., with Under Body Hoist and 1/2 Cab

Protector $19,257.00

24 # 55-FMBBLD.C19 Under-Body Scraper, Folding Mold Board Style Snow Blade, Hydraulic Angling

$10,279.00

25 # 55-MOPBLD.C19 Under-Body Scraper, MOP Style Snow Blade, Hydraulic Angling $9,621.00

26 # 57-0901SMW.C19 Wing Plow, behind Scraper Mount, 9 Foot Left or Right $8,637.00

27 # 57-0901SMWJR.C19 Wing Plow, behind Scraper Mount, 9 Foot Left or Right $7,961.00

28 # 57-1201SMW.C19 Wing Plow, behind Scraper Mount, 12 Foot Left or Right $9,040.00

29 # 60-11-14SSDMP Option1.C19 Reversing Rear Cross Auger with Side Spinner $4,621.00

30 # 60-11_14SSDMP-Option2.C19 Zero Velocity Spreader (LEFT HAND ACCUPLACE SPINNER IS 00182933-B)

(RIGHT HAND ACCUPLACE SPINNER IS 00188316-B) $4,330.00

31 # 60-11SSDMP.C19 Hopper Box Material Spreader 11 Foot and Distribution Systems $12,347.00

32 # 60-11SSUBHDMP.C19 Hopper Box Material Spreader 11 Foot and Distribution Systems $12,063.00

33 # 60-14SSDMP.C19 Hopper Box Material Spreader 14 Foot and Distribution Systems $15,565.00

34 # 60-14SSUBHDMP.C19 Hopper Box Material Spreader 14 Foot and Distribution Systems $15,281.00

35 # 04-11-14CBBDY-Option1.C19 Reversing Rear Cross Auger with Side Spinner (RIGHT MOTOR WITH LEFT

SPINNER HAND ARRANGEMENT 00184407-B AUGER, 00022294-B IS THE DROP CHUTE WITH DOOR, 00022064-J- LEFT SPINNER) (LEFT MOTOR WITH RIGHT HAND SPINNER ARRANGEMENT 00184404-B

AUGER,, 00022294-B IS THE DROP CHUTE WITH DOOR, , 00081047-H RIGHT HAND SPINNER)

$5,235.00

36 # 04-11-14CBBDY-Option2.C19 Reversing Rear Cross Auger with Center Spinner $4,995.00

37 # 60-11_14MSDMP-Option3.C19 "Y" Chute Distributor - Stainless Steel $3,256.00

38 # 60-11_14MSDMP-Option3.C19 "Y" Chute Distributor - Non-Stainless Steel $2,763.00

39 # 04-11CBBDY_Option4.C19 Belt Over Main Conveyor Chain $2,348.00

40 # 04-14CBBDY_Option5.C19 Belt Over Main Conveyor Chain $3,550.00

41 # 04-11_14CBBDY_Option6.C19 Salt Slurry Generator $8,302.00

42 # 65-HHLF.C19 Hydraulic Hook Lift Assembly - Hook Lift Hoist $25,390.00

43 # 65-HHLF.C19 Hydraulic Hook Lift Assembly - Hook Lift Body Subframe $5,130.00

44 (ITEM 1 OPTION REPLACEMENT) Western star combination tank- See addendum in schedule c for option specifications $3,248.00

45 (ITEM 3 OPTION ADD) PART NO 83200- ASPHALT COVER $247.00

46 (ITEM 3 OPTION ADD) PART NO 81200 MESH COVER $155.00

47 (ITEM 3 OPTION ADD) Optional plug kit for swaploader application - PART NUMBER 12760 $54.00

48 (ITEM 3 OPTION ADD) OPTIONAL TARP COVER- CUSTOM SIZE COVER FOR SWAPLOADER V BOXES PART

NO 81010@83X18 $204.00

49 (ITEM 4 OPTIONAL REPLACEMENT) Hydraulic driven for front and rear discharge combination DVS bodies-

See addendum in Schedule C for option specifications $3,696.00

50 (ITEM 4 OPTIONAL REPLACEMENT) Electric driven for rear discharge combination DVS bodies See addendum in Schedule C for option specifications $3,203.00

51 (ITEM 4 OPTIONAL REPLACEMENT) Electric Driven for front and rear discharge DVS bodies See addendum in Schedule C for option specifications $3,597.00

52 (ITEM 4 OPTIONAL REPLACEMENT) Hydraulic driven for V box spreades See addendum in Schedule C for option specifications $3,579.00

53 (ITEM 4 OPTIONAL REPLACEMENT) Electric driven for v box spreaders- See addendum in Schedule C for option specifications $3,380.00

54 (ITEM 4 OPTION ADD) optional installation of prewet system to seither a combination DVS body or a V box spreader See addendum in Schedule C for option specifications $528.00

55 (ITEM 5 - 12 PART - INCLUDED) Double acting cylinder spool valve section- ship loose pricing for section replacement or additional function. Specify flow rate at time of order $752.00

56 (ITEM 5 - 12 PART - INCLUDED) Single acting motor spooled secttion- ship loose pricing, Specify flow rate at time or order $655.00

57 (ITEM 5 - 12 PART - INCLUDED) Double acting motor spooled valve section- ship loose pricing for section replacement or additional function. Specify flow rate at time of order $752.00

58 (ITEM 13 & 14 OPTION ADD) add on for prewet driver $576.00

59 (ITEM 13 & 14 OPTION ADD) add on for cross conveyor potentiomter driver and direction control switch

$788.00

60 (ITEM 13 & 14 OPTION ADD) Add on for hoist and jib disable circuits on Swaploader installation

$191.00

61 (ITEM 13 & 14 OPTION ADD) Road Watch system 849-1242-000 $314.00

62 (ITEM 15 OPTION ADD) poly subfloor for 11 ft rear discharge DVS $736.00

63 (ITEM 19 OPTION ADD) POLY SUBFLOOR FOR 14' REAR DISCHARGE DVS UNIT INSTALLED $809.00

64 (ITEM 21 OPTION ADD) POLY SUBFLOOR FOR 14' FRONT/REAR DISCHARGE DVS UNIT INSTALLED

$735.00

65 (ITEM 26 OPTION ADD) 9 FT RIGHT HAND PATROL WING POLY MOLDBOARD LINER. PART NO 00188368I

$704.00

66 (ITEM 26 OPTIONAL REPLACEMENT) 9 FT LEFT HAND PATROL WING PART NO 00184445 $8,637.00

67 (ITEM 26 OPTION ADD) 9 FT LEFT HAND PATROL WING POLY MOLDBOARD LINER. PART NO 00188950I

$704.00

68 (ITEM 27 OPTION ADD) 9 FT RIGHT HAND JUNIOR WING POLY MOLDBOARD LINER 00188366I $666.00

69 (ITEM 27 OPTIONAL REPLACEMENT) 9 FT LEFT HAND JUNIOR WING PART NO 00184443 $7,961.00

70 (ITEM 27 OPTION ADD) 9 FT LEFT HAND JUNIOR WING POLY MOLDBOARD LINER PART NO 00188367I

$666.00

71 (ITEM 27 OPTIONAL REPLACEMENT) 7 FT RIGHT HAND JUNIOR WING PART NO 00188369 $7,895.00

72 (ITEM 27 OPTION ADD) 7 FT RIGHT HAND JUNIOR WING POLY MOLDBOARD LINER PART NUMBER

00188372I $665.00

73 (ITEM 27 OPTIONAL REPLACEMENT) 7 FT LEFT HAND JUNIOR WING PART NO 00189828 $7,895.00

74 (ITEM 27 OPTION ADD) 7 FT LEFT HAND JUNIOR WING POLY MOLDBOARD LINER-PART NUMBER NOT YET

ISSUED $665.00

75 (ITEM 28 OPTION ADD) 12 FT RIGHT HAND PATROL WING POLY MOLDBOARD LINER $825.00

76 (ITEM 28 OPTIONAL REPLACEMENT) 12 FT LEFT HAND PATROL WING PART NO 00184446 $9,040.00

77 (ITEM 28 OPTION ADD) 12 FT LEFT HAND PATROL WING POLY MOLDBOARD LINER $825.00

78 (ITEM 30 OPTION ADD) flip up rear spinner for DVS combination body See addendum in Schedule C for option specifications $2,143.00

79 (ITEM 34 OPTIONAL REPLACEMENT) MCV168-84-56- BELT/ CHAIN V BOX WITH CUTOUT FOR DOGHOUSE

See addendum in Schedule C for option specifications $17,647.00

80 (ITEM 34 OPTIONAL REPLACEMENT) MCV168-84-56/ DUAL AUGER SLIDE IN V BOX WITH DOGHOUSE See addendum in Schedule C for option specifications 18,185.00

81 (ITEM 36 OPTION ADD) mounting tube- See addendum in Schedule C for option specifications $114.00

82 (ITEM 36 OPTIONAL REPLACEMENT) MS9612 to fit V box application: See addendum in Schedule C for option specifications $5,566.00

83 (ITEM 37 OPTION ADD) STAINLESS STEEL Y CHUTE EXTENSION FOR USE WITH HOOKLOADER MOUNTS OR

TANDEM SLIDE IN V BOXES WITH UNDERBODY HOISTS PART NO 00129376-B $277.00

84 (ITEM 38 OPTION ADD) STEEL Y CHUTE EXTENSION FOR USE WITH HOOKLOADER MOUNTS OR TANDEM

SLIDE IN V BOXES WITH UNDERBODY HOISTS PART NO 00129376-A $165.00

85 (ITEM 40 OPTIONAL REPLACEMENT) BELT / CHAIN OPTION FOR 14' FRONT/ REAR DISCHARGE DVS UNIT

PART NO IS 00184402-C $3,147.00

86 (OPTION ADD) REAR ROLLERS- EXTENDABLE/GALVANIZED FOR SKID ASSEMBLY $452.00

87 (OPTIONAL REPLACEMENT) Hookloader v box assembly. See addendum in Schedule C for option specifications. $18,003.00

88 (OPTION ADD) Monroe MP36-60-12-ct/316 Expressway plow . Includes Snow wheels. See addendum in

Schedule C for option specifications. 10,294.00

89 (OPTION ADD)Monroe model MP48R12-ISCT DUAL MOUSE EAR PLOW, Includes Snow wheels. See addendum in Schedule C for option specifications. $9,750.00

90 (OPTION ADD) MONROE MODEL MPFA34-71-12 ON WAY FIXED ANGLE LEFT PLOW NO 00151122. See addendum in Schedule C for option specifications. $6,987.00

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 200000000034 .

between

THE STATE OF MICHIGAN

and

C O

N T

R A

C T

O R

Truck & Trailer Specialties, Inc.

S T

A T

E

P ro g n a g e r

Scott Poyer MDOT

3286 Hanna Lake industrial Drive 517-284-6448

Dutton, MI 49316 poyers@michigan.gov

Dan Bouwman C o n tr a c t

A d m in is tr a to r Yvon Dufour DTMB

616-698-8215 517-249-0455 dbouwman@ttspec.com dufoury@michigan.gov

CV0030059

DESCRIPTION: Winter Maintenance Truck Components

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

10/22/2019 11/30/2024 2, one year

PAYMENT TERMS DELIVERY TIMEFRAME

45 Days 120 days, 180 days (custom items)

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION 10,000,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 525 W. Allegan Street Lansing, MI 48933 P.O. Box 30026 Lansing, MI 48909

Version 6 (2/2019) 1

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Truck & Trailer Specialties (“Contractor”), a Michigan corporation. This Contract is effective on 10/22/2019 (“Effective Date”), and unless terminated, expires on 11/30/24.

This Contract may be renewed for up to two (2) additional one (1) year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

Yvon Dufour 525 W. Allegan, Constitution Hall, 1st Floor NE Lansing, MI 48933 dufoury@michigan.gov

(517) 249-0455

Dan Bouwman-President 3286 Hanna Lake Industrial Drive Dutton, MI 49316 Toll Free Phone: (888)-200-8146 dbouwman@ttspec.com

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

STANDARD CONTRACT TERMS

mailto:dbouwman@ttspec.com

Version 6 (2/2019) 2

Yvon Dufour 525 W. Allegan, Constitution Hall, 1st Floor NE Lansing, MI 48933 dufoury@michigan.gov

(517) 249-0455

Dan Bouwman-President 3286 Hanna Lake Industrial Drive Dutton, MI 49316 dbouwman@ttspec.com

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

Scott Poyer 2522 W. Main St.

Lansing, MI 48917 poyers@michigan.gov

(517) 284-6448

Mike Bouwman 3286 Hanna Lake Industrial Drive Dutton, MI 49316 mbouwman@ttspec.com

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A-" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 04.

Umbrella or Excess Liability Insurance

Minimum Limits:

$5,000,000 General Aggregate

Contractor must have their policy follow form.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance mailto:dbouwman@ttspec.com mailto:mbouwman@ttspec.com

Version 6 (2/2019) 3

Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or delivery order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section;

(c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor under the Contract including transactions with the State (including its departments, divisions, agencies, offices, and commissions), MiDEAL members, and other states (including governmental subdivisions and authorized entities). Administrative fee payments must be made by check payable to the State of Michigan and mailed to:

Department of Technology, Management and Budget Cashiering P.O. Box 30681 Lansing, MI 48909

Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.

The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.

8. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.

Upon written agreement between the State and Contractor, this contract may also be extended to: (a) other states (including governmental subdivisions and authorized entities) and (b) State of Michigan employees.

If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.

Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of http://www.michigan.gov/mideal

Version 6 (2/2019) 4 the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor.

Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

12. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in

Schedule A.

16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes

Version 6 (2/2019) 5 the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

17. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A.