220000000620.pdf

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation Van Wagoner Bldg., 425 West Ottawa Street, Lansing, MI 48933

P.O. Box 30050, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 6 toto

Contract Number MA220000000620

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CARRIER & GABLE INC

24110 Research Drive

Farmington Hills MI 48335

John Carrier

248-477-8700

Johncarrier@carriergable.com

CV0019173

S T A

T E

P ro g ra m

M a n a g e r

Erin Reincke MDOT

517-284-6443

ReinckeE@michigan.gov

C o n tr a c t

A d m in is tr a to r Mark Morrison MDOT

517-275-1834

MorrisonM@michigan.gov

CONTRACT SUMMARY

Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE DATE

April 9, 2022

INITIAL EXPIRATION DATE

April 8, 2025

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

April 8, 2027

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes NoNo

MINIMUM DELIVERY REQUIREMENTS

DESCRIPTION OF CHANGE NOTICE

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

CURRENT VALUE

$1,840,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$1,840,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this

Change Notice.

Effective upon execution, approved Pricing Increase for 6-line items as listed below. New Pricing is in effect

April 9, 2026. This Contract award was based on low bid, with the original contract dollar value determined based on estimated need. All other terms, conditions, and specifications remain the same. No Option

Years remain.

No Change

Item Part DescriptiMDOT SpecUnit Old Pricing New Pricing Effective 4/9/2026

A1

Truck Mounted Impact - Replaceable Cushion Type C68-0001.22EA $38,670.00 $40,215.00 SS90HD

A2

Truck Mounted, Impact - Articulating Folding Design C68-0001A.2 $42,894.00 $45,355.00 SS180

A3

Trailer Mounted w/Arrow Head Sign Impact - Replaceable Cushion Type C68-0501.22EA $48,911.00 $51,712.00 SST

A4

Trailer Mounted w/Arrow Head Sign, Impact - Collapsible Frame Type, C68-0501A.2EA $33,739.00 $35,134.00 VORTEQ

A5

Truck Mounted Impact - Replaceable Cushion Type C68-0001M. NO BID NO BID

A6

Mounted, Impact - Articulating Folding Design C68-0001AM $34,294.00 $34,356.00 SS180M

Trailer Mounted w/Arrow Head

Sign Impact - Replaceable

A7 Cushion Type C68-0501M.EA $37,244.00 $39,142.00 SMT

Van Wagoner Bldg., 425 West Ottawa Street, Lansing, MI 48933 P.O. Box 30050, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Michigan Department of Transportation

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS

EXPIRATION DATE

BEFORE

April 9, 2022 April 8, 2025 2 - 1 Year April 8, 2026

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

P-Card Direct Voucher (PRC) Other Yes NoNo

24110 Research Drive

Farmington Hills MI 48335

John Carrier

248-477-8700

Johncarrier@carriergable.com

CV0019173

CARRIER & GABLE INC

C O

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C O

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ReinckeE@michigan.gov

Mark Morrison

517-275-1834

MDOT

Erin Reincke MDOT morrisonm@michigan.gov

C o n tr a c t

A d m in is tr a to r P ro g ra m

M a n a g e r

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Net 45

Change Notice Number 5

Contract Number MA220000000620 toto

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

1 Year 0 Years April 8, 2027

$1,840,000.00 $0.00 $1,840,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective upon execution, adding one Option Year. This Change Notice is a result of RQN 26*1157. This contract was awarded based on low bid, with the original contract dollar value determined based on estimated need. All other terms, conditions and specifications remain the same. No Option years remain.

517-855-1986

CONTRACT CHANGE NOTICE

Change Notice Number 4 .

to

Contract Number 220000000620

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Carrier & Gable, Inc.

S T

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P ro g ra m

M a n a g e r Erin Reincke MDOT

24110 Research Drive (517) 855-1986

Farmington Hills, MI 48335 Reinckee@michigan.gov

John Carrier C o n tr ct

A d m in is tr a to r Mark Morrison MDOT

(248) 477-8700 (517) 275-1834

Johncarrier@carriergable.com Morrisonm@michigan.gov

STATE OF MICHIGAN PROCUREMENT

Department of Transportation

425 W. OTTAWA ST, LANSING, MICHIGAN 48933

P.O. BOX 30050, LANSING, MICHIGAN 48909

CONTRACT SUMMARY

DESCRIPTION: Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 9, 2022 April 8, 2025 2,1-Year April 8, 2025

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

☒ 1-Yr ☐ April 8, 2026

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$1,140,000.00 $700,000.00 $1,840,000.00

DESCRIPTION: Change Notice 4 issued due to inquiry requisition number 250000000988. Adding $700,000.00 value; Adding 1 Option year, approved Pricing Increase for 7-line items as listed below. New Pricing is in effect April 9, 2025. MDOT Program Manager Update – Erin Reincke. This contract award was based on low bid, with the original contract dollar value determined based on estimated need. All other terms, conditions, and specifications remain the same. 1 option year remains.

Item Part DescriptionMDOT Specification #Unit of MeasureOld Pricing New Pricing Effective 4/15/2025

Truck Mounted Impact - Replaceable Cushion Type C68-0001.22 EA $36,794.00 $38,670.00 SS90HD

A2

Truck Mounted, Impact - Articulating Folding Design C68-0001A.22 EA $40,854.00 $42,894.00 SS180

A3

Trailer Mounted w/Arrow Head Sign Impact - Replaceable Cushion Type C68-0501.22EA $46,963.00 $48,911.00 SST

A4

Trailer Mounted w/Arrow Head Sign, Impact - Collapsible Frame Type, C68-0501A.22EA $33,878.00 $33,739.00 VORTEQ

A5

Truck Mounted Impact - Replaceable Cushion Type C68-0001M.22 EA NO BID NO BID

A6

Truck Mounted, Impact - Articulating Folding Design C68-0001AM.22 EA $34,220.00 $34,294.00 SS180M

A7

Mounted w/Arrow Head Sign Impact -

Cushion Type C68-0501M.22EA $36,710.00 $37,244.00 SMT

Change Notice Number 3 .

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A g n a g e r

Scott Poyer MDOT

24110 Research Drive

(517) 284-6448 PoyerS@michigan.gov

Farmington Hills, MI 48335 Mark Morrison

John Carrier C o n tr m in is tr a to r (517) 275-1834 MDOT

(248) 477-8700 Morrisonm@michigan.gov

Johncarrier@carriergable.com

STATE OF MICHIGAN PROCUREMENT

Department of Transportation

425 W. OTTAWA ST, LANSING, MICHIGAN 48933

P.O. BOX 30050, LANSING, MICHIGAN 48909

CONTRACT SUMMARY

DESCRIPTION: Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 9, 2022 April 8, 2025 2,1-Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$740,000.00 $400,000.00 $1,140,000.00 DESCRIPTION: Change Notice 3 issued due to inquiry requisition number 240000001823. Adding $400,000.00 value. This contract award was based on low bid, with the original contract dollar value determined based on es timated need. All other terms, conditions, and specifications remain the same. No time added, 2 option years re main.

Item Part DescriptionMDOT Specification #Unit of MeasureOld Pricing New Pricing July 1, 2023

Truck Mounted Impact - Replaceable Cushion Type C68-0001.22 EA 34,920.00$ $36,794.00 SS90HD

A2

Truck Mounted, Impact - Articulating Folding Design C68-0001A.22 EA 40,020.00$ $40,854.00 SS180

A3

Trailer Mounted w/Arrow Head Sign Impact - Replaceable Cushion Type C68-0501.22 EA 43,196.00$ $46,963.00 SST

A4

Trailer Mounted w/Arrow Head Sign, Impact - Collapsible Frame Type, C68-0501A.22 EA 30,411.00$ $33,878.00 VORTEQ

A5

Truck Mounted Impact - Replaceable Cushion Type C68-0001M.22 EA NO BID NO BID

A6

Truck Mounted, Impact - Articulating Folding Design C68-0001AM.22 EA 34,220.00$ $34,220.00 SS180M

A7

Mounted w/Arrow Head Sign Impact -

Cushion Type C68-0501M.22 EA 35,583.00$ $36,710.00 SMT

Change Notice Number 1 .

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A g n a g e r

Scott Poyer MDOT

24110 Research Drive

(517) 284-6448 PoyerS@michigan.gov

Farmington Hills, MI 48335 Mark Morrison

John Carrier C o n tr m in is tr a to r (517) 275-1834 MDOT

(248) 477-8700 Morrisonm@michigan.gov

Johncarrier@carriergable.com

STATE OF MICHIGAN PROCUREMENT

Department of Transportation

425 W. OTTAWA ST, LANSING, MICHIGAN 48933

P.O. BOX 30050, LANSING, MICHIGAN 48909

CONTRACT SUMMARY

DESCRIPTION: Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 9, 2022 April 8, 2025 2,1-Year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 Days N/A

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION

LENGTH OF

EXTENSION

REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$240,000.00 $500,000.00 $740,000.00 DESCRIPTION: Change Notice 1 issued due to inquiry requisition number 220000003184. Adding $500,000.00 value.

Change Notice 1 also revises the language in Schedule A, Section 1.1, D to reflect that, The Contractor may provide additional catalog categories as identified in, Schedule B, Catalog Categories.

All other terms, conditions, and specifications remain the same.

Mich igan .gov/MiProcure ment

Version 2021-4 1 of 9

Carrier & Gable, Inc.

SCHEDULE A – STATEMENT OF WORK

CONTRACT ACTIVITIES

Truck and Trailer Mounted Attenuators

1. SCOPE

The Michigan Department Transportation (MDOT), Bureau of Field Services, Fleet Division is responsible for providing STATEWIDE equipment and services for construction, scheduled maintenance and emergency responses.

MDOT is seeking to establish a 3-year contract with two (2) one-year extensions for Truck and Trailer Mounted Attenuators (Contract Activities).

REQUIREMENTS

1.1. General Requirements

A. All equipment provided under this contract shall be new and must be the latest models in current production. See Schedule B – Pricing.

B. Contract Activities must be built in accordance with and must meet the performance and design character required to comply with the following standards:

The National Traffic Safety Administration (NHTSA), National Cooperative Highway Research Program Report (NCHRP 350), American Association of State Highway and Transportation Officials (AASHTO) Manual for Assessing Safety Hardware (MASH), Michigan Manual on Uniform Traffic Control Devices (MMUTCD), American National Standards Institute (ANSI) standards for the U.S., Federal and State Occupational Safety and Health Administration (OSHA and MIOSHA) standards, Society of Automotive Engineers (SAE) standards, Federal Motor Vehicle Safety Standards (FMVSS), State of Michigan standards and regulations that apply.

C. Manufacturers’ product literature for the brands offered must be provided with the bid proposal. The literature must show supporting data for the performance and design specifications described within this Section 2.1.

D. The Contractor may provide additional catalog categories as identified in Schedule B, Catalog Categories. MSRP may also be referred to list price.

See Schedule B – Pricing.

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1.2. Specifications

A. The Contractor will indicate if it is a licensed distributor or manufacturer.

If the Contractor is a licensed distributor a letter from the manufacture verifying the distributor must be submitted.

B. Attenuators for this contract must comply with the attached specifications.

C. Manufacturers’ product literature for the brands offered must be provided with the bid proposal. The literature must show supporting data for the performance and design specifications described within Section 1.2.

D. Bidder will indicate a response to each area in the attached specifications, and attach them to their bid proposal.

Attachment A1 – Specification # 68-0001.22, Truck Mounted Attenuator, Replaceable Cushion

Attachment A2 - Specification # 68-0001A.22 Truck Mounted Attenuator, Articulating Folding, Replaceable Cushion

Attachment A3 - Specification # 68-0501.22 Trailer Mounted Attenuator, with Arrow Board Sign, Replaceable Cushion

Attachment A4 – Specification # 68-0501A.22 Trailer Mounted Attenuator, with Arrow Board Sign, Collapsible Frame

Attachment A5 – Specification # 68-0001M.22, Truck Mounted Attenuator, Attachment A6 – Specification # 68-0001AM.22, Truck Mounted Attenuator, Attachment A7 - Specification # 68-0501M.22 Trailer Mounted Attenuator,

1.3. Manuals

The Contractor will provide two (2) sets of the following manuals for the

Attenuator at time of delivery.

1. Operating

2. Parts and maintenance/service

Failure to deliver manuals at time of delivery may be cause for payment to be delayed.

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1.4. Quantity

Exact quantities to be purchased are unknown.

**Quantities specified within Schedule B, will be (1) each, to establish pricing. The State is not obligated to purchase in these or any other quantities.

1.5. Warranties

A. The Contractor is to provide a one-year warranty covering all listed components listed OR manufacturer’s warranty, whichever is greater.

B. The warranty period shall start on the date MDOT puts the unit in-service.

C. The Contractor will explain its warranty period for all components specified, the process to report warranty issues, and how warranty repairs are handled.

1.6. Recall Requirements and Procedures

The Contractor will immediately notify MDOT and assist with any removal and replacement of defective parts at no additional cost.

1.7. Quality Assurance Program

The Contractor must have a Quality Assurance Program and process and a point of contact who will address any quality issues.

Bidder response: Explain Quality Assurance Program and process Most manufacturers represented by Carrier & Gable are ISO Compliant.

Provide contact information

Contact name & title John Carrier – Product Manager

Telephone # 248-477-8700

Email johncarrier@carriergable.com

1.8. Incentives

Explain any special incentives or services including, but not limited to, return policies, trade-in programs, quantity discounts, etc.

Bidder response: Explain any incentives offered

Carrier & Gable participates in all of our manufacturer’s incentive programs as they become available from time to time and will inform MDOT of the availability of such programs.

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2.0. SERVICE LEVELS

2.1. Time Frame for Delivery

A. All Contract Activities must be delivered within 120 business days from receipt of order. The receipt of order date is pursuant to Section 2, Notice provisions of the Standard Contract terms.

2.0. Delivery

Prior to delivery the unit shall be serviced, tested and ready for operation.

Contractor to contact Scott Poyer, MDOT Fleet Specialist (or person listed on the Delivery Order) 48 hours prior to delivery.

Deliveries will be made at any of the MDOT garage facility located statewide (See Attachment 1 – Garage Locations). Items must be delivered to the requesting location.

Deliveries will be accepted between 8:00 am and 3:00 p.m., Monday through Thursday, excluding public holidays.

2.1. Meetings

The Contractor may be required to attend a Kick-off meeting within 30 days of the Contract effective date.

The State may request other meetings as it deems appropriate.

2.2. Technical Support and Repairs

The Contractor must specify its telephone/cell phone number and email address for the State to contact the Contractor for technical support, repairs and maintenance. The Contractor must be available for calls and service during the hours of 8:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday.

The Contractor must explain the process for repairs to under-warranty items and non-warranty items.

Bidder Response: Provide Support & Repairs contact information

Contact name & title John Carrier – Product Manager

Telephone # 248-477-8700

Email johncarrier@carriergable.com

Bidder response: Describe process for repairs to under-warranty and non-warranty items (s) Repairs/Replacements will be handled by John Carrier of Carrier & Gable, Inc. and will be facilitated in the most efficient manner and timeframe.

3.0. STAFFING

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3.1. Key Personnel

The Contractor must appoint one Contractor Representative who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to State of Michigan accounts, be knowledgeable on the contractual requirements, will respond to State inquiries regarding the Contract Activities, and will answer questions related to ordering and delivery, etc.

The Contractor must notify the State’s Contract Administrator at least 20 calendar days before removing or assigning a new Key Personnel.

Bidder Response: Provide Contractor Representative/Key Personnel contact information

Contact name & title John Carrier – Product Manager

Telephone # 248-477-8700

Email johncarrier@carriergable.com

3.2. Disclosure of Subcontractors

If the Contractor intends to utilize a subcontractor(s) in the performance of the Contract, the Contractor must disclose the following:

The legal business name, address, telephone number of the subcontractor(s):

Action Traffic Maintenance 5182 Saginaw Road

Flint, MI 48507

A description of subcontractor’s organization and the services it will provide and information concerning subcontractor’s ability to provide the Contract Activities:

Action Traffic Maintenance is a contractor in the State of Michigan that specializes in permanent sign, highway guardrail, Impact Attenuators and TMA Rentals. They will be responsible for the assembly and delivery of all TMAs and Arrowboards purchased on this contract.

The relationship of the subcontractor to the Bidder:

Action Traffic Maintenance is a customer of Carrier & Gable. They will serve as a subcontractor on this contract.

Whether the Bidder has a previous working experience with the subcontractor.

If yes, provide the details of that previous relationship:

Yes. Action Traffic Maintenance is currently the active subcontractor on MDOT Contract 591B7700077. They are doing all of the assembly and delivery of TMAs purchased by MDOT.

A complete description of the Contract Activities that will be performed or provided by the subcontractor:

Action Traffic Maintenance will be responsible for the assembly and delivery of all TMAs and Arrowboards purchased on this contract.

Of the total bid, the price of the subcontractor’s work:

The subcontractor is responsible for roughly 10% of the cost of each TMA sold on this contract.

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3.3. Security

Contractor’s staff will be required to make deliveries to or enter State facilities. The Contractor will be subject the following security procedures:

A. Background Checks

In the event of any incident and/or upon request by the State, the Contractor must provide detailed information on background checks performed on employees. Contractor is responsible for all costs associated with processing the background checks.

The State, in its sole discretion, may also perform security background checks. If so, the Contractor must provide to the State a list of all delivery personnel servicing State of Michigan facilities, including name, date of birth and social security number.

B. COVID-19

Effective June 30, 2021, all individuals (State employees and visitors) entering a MDOT facility may be required to wear a face mask and sign a health screen questionnaire regarding principal symptoms of COVID-19.

Individuals meeting outside a building but within MDOT right-of-way may be required to wear a face mask.

Individuals that have principal symptoms of COVID-19 will not be granted access to facilities and/or participation in outside meetings.

4.0. PRICING

4.1. Price Term

Pricing is firm for a 365-day period (“Pricing Period”). The first pricing period begins on the Contract Effective Date. Adjustments may be requested in writing by either party and will take effect no earlier than the next pricing period.

4.2. Price Changes

Adjustments will be based on changes in actual Contractor costs.

Adjustments made be requested on either the MSRP/List Base Price or the applicable percentage discount. 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.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If

Version 2021-4 7 of 9 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.

5.0. ORDERING

5.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Delivery Order (DO).

The Contractor must have internal controls to ensure only orders received from authorized individuals are processed.

5.2 . Order Verification

The Contractor must have internal controls to ensure that only authorized

MDOT employees place orders.

6.0. DELIVERY

6.1. Delivery Programs

The Contractor must explain the transportation method (e.g., UPS, FedEx, Contractor fleet, or other third party carrier) it intends on utilizing in delivery of the Contract Activities. The State will use the following criteria to determine acceptance of the Contract Activities:

7.0. ACCEPTANCE

The State will use the following criteria to determine acceptance of the

Contract Activities:

7.1 . Acceptance and Inspection

The following criteria will be used by the state to determine Acceptance of the services or deliverables provided.

The unit will be subject to a new unit check in inspection by MDOT personnel after the unit is delivered for compliance with the attached specifications, product information, delivery order requirements, and approved or rejected. Inspection shall be done after delivery.

Manuals as specified within section 1.3.

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7.2. Final Acceptance

Reference attached Standard Terms and Conditions, Item 16, Acceptance, and completion of items listed in section 7.1. above.

8.0. INVOICE AND PAYMENT

8.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) delivery order number; (c) quantity; (d) item description; (e) unit price; (f) shipping cost (if any); (g) vendor-generated invoice number and (h) total price.

Contractor will send invoice to:

Fleet Administration Michigan Department of Transportation

2522 West Main St.

Lansing, MI 48917 Attention: Scott Poyer or poyers@michigan.gov Invoices may be sent by mail or email.

8.2. Payment Methods

As required by MCL 18.1283, the State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

The Contractor is responsible for ensuring current banking information is entered in the State vendor website:

https://sigma.michigan.gov/webapp/PRDVSS2X1/AltSelfService.

9.0. LIQUIDATED DAMAGES

Contract Activities must be consistent with the specifications and delivery scheduling as established in the Contract. Incorrect or defective parts or delivery delays will interfere with the proper implementation of the fleet management programs utilizing the vehicles/units.

Late or improper completion of the Contract Activities will cause loss and damage to the State and it would be impracticable and extremely difficult to fix the actual damage sustained by the State. Therefore, if any Contract Activities are not as specified and/or are not delivered within the required timeframe, the State is entitled to collect liquidated damages in the amount of 2/10th of 1% per day up to 30 days, if Contractor fails to remedy the late or improper completion of the Work, the State may deduct liquidated damages from the final payment

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10.0. ADDITIONAL REQUIREMENTS

10.1. Environmental and Energy Efficiency Product Standards

The Contractor must identify any energy efficient, bio-based, or otherwise environmentally friendly products used in the products. Contractor must include any relevant third-party certification, including the verification of a United States Department of Agriculture certified bio-based product label.

Contractor must describe how products that meet these requirements are identified or otherwise labelled.

10.2. Hazardous Chemical Identification

In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et seq., as amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including any applicable identification number, such as a National Stock Number or Special Item Number. The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.

10.3. Mercury Content

Pursuant to MCL 18.1261d, mercury-free products must be procured when possible. The Contractor must explain if it intends to provide products containing mercury, the amount or concentration of mercury, and whether cost competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as to why the particular product is essential. All products containing mercury must be labeled as containing mercury.

10.4. Brominated Flame Retardants

The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible. The Contractor must disclose whether the products contain BFRs. Contractor must describe how products that meet these requirements are identified or otherwise labelled.

10.5. Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS)

The Contractor must confirm that the provided products do not intentionally contain PFAS. This consists of all components of the provided products, including product packaging.

Revised 5/03/2016 1

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 220000000620 .

between

THE STATE OF MICHIGAN

and

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A g n a g e r Scott Poyer MDOT

24110 Research Drive 517-284-6448

Farmington Hills, MI 48335 PoyerS@michigan.gov

John Carrier

C o n tr m in is tr a to r Mark Morrison MDOT

248-477-8700 517- 275-1834

Johncarrier@carriergable.com MorrisonM@michigan.gov

CV0019173

CONTRACT SUMMARY

DESCRIPTION: Truck and Trailer Mounted Attenuators; Bureau of Field Services, Fleet Division

INITIAL EFFECTIVE

DATE

INITIAL EXPIRATION

DATE

INITIAL

AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

April 9, 2022 April 8, 2025 2, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

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

MINIMUM DELIVERY REQUIREMENTS

MISCELLANEOUS INFORMATION

The Contract Agreement is awarded on the basis of the inquiry bearing the solicitation number 22000001069

ESTIMATED CONTRACT VALUE AT TIME OF

EXECUTION

$240,000.00

STATE OF MICHIGAN PROCUREMENT

Department of Transportation 425 West Ottawa Street, Lansing, MI 48933

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Carrier & Gable “Contractor”. This Contract is effective on April 9, 2022 (“Effective Date”), and unless terminated, expires on April 8, 2025.

This Contract may be renewed for up to two additional one-year periods. 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:

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.

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

Version 2021-1 Page 2 of 15 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:

Mark Morrison MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 Morrisonm@michigan.gov 517-275-1834

John Carrier Carrier & Gable, Inc.

24110 Research Drive Farmington Hills, MI 48335 johncarrier@carriergable.com

248-477-8700

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:

Mark Morrison MDOT Contract Services Division 425 W. Ottawa St.

Lansing, MI 48933 Morrisonm@michigan.gov 517-275-1834

John Carrier Carrier & Gable, Inc.

24110 Research Drive Farmington Hills, MI 48335 johncarrier@carriergable.com

248-477-8700

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 MDOT Transportation Systems Mgmt & Oper 2522 W. Main St.

Lansing, MI 48917 PoyerS@michigan.gov 517-719-6802

John Carrier Carrier & Gable, Inc.

24110 Research Drive Farmington Hills, MI 48335 johncarrier@carriergable.com

248-477-8700

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.

Insurance Requirements. Contractor, at its sole expense, must maintain the insurance coverage identified below. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or otherwise 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.

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Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed

Operations $2,000,000 General Aggregate

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 20 10 12 19 and CG 20 37 12 19.

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 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 twenty (20) calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurance contained in this Section; (c) notify the Contract Administrator within five (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

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(including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

Reserved.

Reserved.

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 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.

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.

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

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, or as may be specified in Schedule A, 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.

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

Version 2021-1 Page 5 of 15 necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

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.

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

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 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.

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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. All containers and packaging become the State’s exclusive property upon acceptance.

Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the

Version 2021-1 Page 7 of 15 right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

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Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”).

This Contract will automatically be extended through the end…