WisDOT - Millerbernd 395002-M25-0510596-01 Monotube Poles - SIGNED.pdf

WISCONSIN DEPARTMENT OF TRANSPORTATION RFB #510596 – Monotube Poles, Signal Mast Arms & Accessories

CONTRACT

State of Wisconsin

Department of Transportation DBM BFS Purchasing Unit 4822 Madison Yards Way 8th floor south

P.O. BOX 7396

Madison, WI 53707-7396

COMMODITY OR SERVICE: CONTRACT NO:

: Monotube Poles, Signal Mast Arm & Accessories 395002-M25-0510596-01

REQUEST FOR BID NO: CONTRACT TERMS:

RFB 510596 2 Years, w/3 One-year Renewal Options

CURRENT CONTRACT PERIOD:

01/02/2025 – 01/01/2027

This contract is entered into by and between the State of Wisconsin Department of Transportation (hereafter referred to as WisDOT) and the contractor Millerbernd Manufacturing Company

FOR STATE OF WISCONSIN TO BE COMPLETED BY CONTRACTOR

DEPARTMENT OF TRANSPORTATION

Division of Transportation System Development FOR ________________________________________ Company Name

BY ____________________________________

Signature ________________________________________ Company Address

Printed ________________________________________ City, State, Zip Code

TITLE ____________________________________

BY ________________________________________

DATE ____________________________________ Signature

Printed

TITLE ________________________________________

PHONE _______________________________________

DATE ________________________________________

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303

320.485.5295

Sarah Kapping - Millerbernd Manufacturing Company

Regional Sales Manager

Millerbernd Manufacturing

622 6th St. S.

Winsted,MN 55395

December 20, 2024

Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295

DTSD Administrator

Rebecca Burkel

December 20, 2024 http://wisconsindot.gov/Pages/home.aspx

I. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract", shall be between the Wisconsin Department of Transportation, Division of Transportation System Development, hereinafter referred to as "WisDOT", and the successful bidder, Millerbernd Manufacturing Company, hereinafter referred to as the "Contractor" and/or “Provider”, for the procurement of Monotube Poles, Signal Mast Arms & Accessories, according to the terms set forth in this Contract.

WisDOT Contract Administrator will be: Ahmet Demirbilek, WisDOT Engineer/Program Manager, PH: 414-220-6801.

II. TERM OF CONTRACT

Contract term is 01-02-2025 to 01-01-2027, with three (3), one-year renewal options.

The original contract term or any renewal period may be extended at WisDOT’s request on a month-to-month basis for a period not to exceed 6 months for the purpose of completing a future solicitation or transition to new contractor(s). Contract conditions, terms, and pricing must not be modified during such a month-to-month extension.

III. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

The WisDOT's Request for Bid, the bid response, written communications and this Agreement constitute the entire agreement between the parties. The hierarchy of documents in order for resolution is as follows:

1. Official Wisconsin Department of Transportation Purchase Order and/or Contract (Standard Terms and Conditions in addition to those Terms and Conditions as listed in the Request for bid and any additional procurement documents govern unless modified within the document)

2. Written communications regarding contract terms agreed upon in writing

3. Vendor’s Bid and clarifications as submitted

4. Request for Bid #510596

Any conflict in terms shall be governed by the highest listed document.

The state and the contractor agree that all products and services provided by the contractor shall be in accordance with written communications, official purchase order(s), and this agreement.

WisDOT and the contractor agree that all specification modifications, order changes, deliverables, and timelines, require the review and approval of the WisDOT contract Administrator as indicated in Section I of this contract document. Mutual agreement must be acknowledged and documented in writing between the two parties.

All invoices must be itemized showing:

• Purchase order number

• Vendor name

• Remit to address

• A complete/clear description of product

• Prices per the contract

• Dates of Delivery Contractor must hold the accepted prices and/or costs for the first year of the initial contract period. Any adjustment to prices and/or costs at the beginning of the second year of the contract term will be negotiated

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 between WisDOT and the Contractor. The Contractor will be required to provide a detailed justification as to the breakdown and reason for an increase to a unit cost.

The State may elect to purchase from another supplier if the awarded Contractor is unable to furnish an acceptable product. Any difference in costs between the delivered contract price and the delivered price of such shipment(s) from another supplier shall be deducted from any costs, which may be due to the Contractor.

WisDOT reserves the right to bill the Contractor for cost differences.

Contractor is required to notify the ordering unit of any back order, discontinuation of product(s) or other delays in shipping within ten (10) working days upon receipt of purchase order. Back order of product cannot be cancelled without written approval from the WisDOT ordering unit or upon mutual agreement between both the Contractor and WisDOT. Failure to notify the ordering unit of these delays may result in cancellation of an order and/or contract.

IV. FREIGHT CHARGES

All Freight charges are Freight on Board (FOB) Destination Freight Prepaid and Add. All unit costs that were part of the contract include: packing transportation, labor, loading, insurance charges, and installation/operation manuals.

The State reserves the right to reject any shipment that it deems delivered product to be faulty or defective.

Such shipments shall be returned at the Contractor’s expense. The State will not be responsible for charges incurred as a result of defective product. If the Contractor is unable to furnish an acceptable product, the State may elect to purchase replacement product from another supplier, such quantities as may be needed to fulfill the immediate requirement(s). Any difference in costs between the contracted price and the price of such shipment(s) from another supplier shall be deducted from any monies, which may be due to the Contractor.

V. INSURANCE REQUIREMENTS

Every contractor and all parties furnishing services or products to the Wisconsin Department of Transportation (WisDOT) or any of its subsidiary companies must provide WisDOT with evidence of the following minimum insurance requirements. In no way do these minimum requirements limit the liability assumed elsewhere in the contract. All parties shall, at their sole expense, maintain the following insurance:

A. Commercial General Liability Insurance including contractual coverage:

The limits of this insurance for bodily injury and property damage.

Combined shall be at least:

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

B. Business Automobile Liability Insurance:

Should the performance of this Agreement involve the use of automobiles, Contractor shall provide comprehensive automobile insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles. Contractor shall maintain limits of at least $1,000,000 per accident for bodily injury and property damage combined.

C. Workers’ Compensation Insurance:

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295

Such insurance shall provide coverage in amounts not less than the statutory requirements in the state where the work is performed, even if such coverages are elective in that state.

D. Employers Liability Insurance:

Such insurance shall provide limits of not less than $500,000 policy limit.

E. Excess/Umbrella Liability Insurance:

Such insurance shall provide additional limits of not less than $5,000,000 per occurrence in excess of the limits stated in (A.), (B.), and (D.) above. Additional Requirements:

F. Contractor shall require the same minimum insurance requirements, as listed above, of all its contractors, and subcontractors, and these contractors, and subcontractors shall also comply with the additional requirements listed below.

G. The insurance specified in (A), (B), and (E) above shall:

1. Name WisDOT including its directors, officers, employees and agents as additional insureds by endorsement to the policies; and,

2. Provide that such insurance is primary coverage with respect to all insureds and additional insureds.

H. The above insurance coverages may be obtained through any combination of primary and excess or umbrella liability insurance. WisDOT may require higher limits or other types of insurance coverage(s) as necessary and appropriate under the applicable purchase order.

I. Except where prohibited by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against WisDOT, its subsidiaries, its agents, servants, invitees, employees, co-lessees, co-venturers, affiliated companies, contractors, subcontractors and their insurers.

J. Contractor shall provide certificates and endorsements evidencing the coverages, limits and provisions specified above on or before the execution of the Agreement and thereafter upon the renewal of any of the policies. Contractor shall require all insurers to provide WisDOT with a thirty (30) day advanced written notice of any cancellation, nonrenewal or material change in any of the policies maintained in accordance with this Agreement. Coverage must be placed with carriers with an A. M. Best rating of A10 or better.

EMAIL TO: WIDOTCOI@DOT.WI.GOV

VI. QUALITY CONTROL AND INSPECTION

Material certifications must be provided at the time of delivery of the product either with the product’s delivery forms or as coordinated with the delivery agency.

Manufacturer confirms all product is to WisDOT specifications and has had a quality control inspection performed prior to delivery of product. A “fit” testing has been performed on parts that must conform together as part of an assembly that is provided by the Contractor. Or confirmation has been authorized that the parts will fit in the field at time of installation.

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295

Nonconforming materials: Contractor will be responsible for costs associated to nonconforming product that is installed in the field at a project. Costs can include but are not limited to the removal/reinstallation of a pole/arm and any associated traffic control measures that are needed during the process.

VII. PRIME AND SUBCONTRACTORS

The prime contractor is responsible for performance of, payments to, and liability of their subcontractors.

Subcontractors must abide by all terms and conditions of the contract. If subcontractors will be used, the prime contractor must clearly explain their participation to WisDOT.

VIII. CONFIDENTIALITY

Contractor acknowledges that some of the data it may become privy to in the performance of this contract is of a confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subcontractors do not disseminate such confidential information.

Contractor or its employees and subcontractors will not reuse, sell, or make use in any format the data researched or compiled for this contract for any venture, profitable or not, outside this contract.

Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the manufacturer's, proposer's, or distributor's whereby Contractor or any Contractor's personnel may gain access while engaged by the State or while on State premises.

The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor following any termination. Contractor shall advise all Contractor's agents, employees, successors, assigns and subcontractors which are engaged by the State of the restrictions, present and continuing, set forth herein.

Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by Contractor, its agents, employees, successors, assigns and subcontractors regarding the restrictions herein.

IX. MINORITY BUSINESS SUBCONTRACTORS

The Wisconsin Department of Transportation is committed to the promotion of minority businesses in the State’s purchasing program. Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(3m), and 16.755.

Contractor is strongly urged to use due diligence to further this policy by setting up subcontracts to state-certified Minority Business Enterprises (MBE) and/or by using such enterprises to provide goods and services incidental to this contract (second-tier suppliers), with a goal of awarding 5% of the contract cost to such enterprises. An MBE means a business certified, or certifiable, by the Wisconsin Department of Commerce under Statute 560.036(2).

Contractor’s submitted WisDOT MBE Program Awareness, Compliance & Action Plan (included in their proposal) indicating their proposed utilization of state-certified minority businesses will be the basis for this effort during the contract term. Contact the State’s Minority Business Manager for assistance in locating certified firms at (608) 267-3293 or the WisDOT Minority Business Program Coordinator at 608-267-2886. A

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 listing of State of Wisconsin certified minority businesses, as well as the services and commodities they provide, is on the State-certified MBE web site: www.doa.wi.gov/mbe

Quarterly reports (example follows), as agreed, are requested to be submitted to the Department of Transportation, Purchasing Unit, itemizing the deliveries and cost of items or services provided by certified firms. Reports should state the costs for the previous contract quarter. The department reserves the right to verify with listed firms their involvement as subcontractors or second-tier suppliers.

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 http://www.doa.wi.gov/mbe

MINORITY BUSINESS PARTICIPATION REPORT

Wisconsin Department of Transportation

DT1230 8/2006 s.16.75(3m) Wis. Stats.

Return via e-mail to: DOTCentralPurchasing@dot.wi.gov , ATTN: Purchasing Minority Business Coordinator

Report Date Contract / Purchase Order # Time Period Covered by Report

Monthly: through

Quarterly: #1 #2 #3 #4

Project Name / Contract Title

Prime Vendor / Contractor Name

Federal Employer Identification Number – FEIN

Minority Vendor

Contractor Name, Address and Telephone Number Product / Service

Purchased Subcontract $ Amount

Second Tier $ Amount

If no business was awarded to Minority Business Enterprises (MBE) for this period, please describe the efforts made to encourage minority business participation. If you have questions, please call the WisDOT Minority Business Program Specialist, 608-267-2886.

I certify that the information contained on this report is true and correct.

I also certify that I am an authorized representative of the above-identified Prime Vendor / Contractor.

(Prime Vendor/Contractor Authorized Representative Name)

(Title)

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 mailto:DOTCentralPurchasing@dot.wi.gov

Contract Appendix A

DOA-3054 (R 03/2019)

Standard Terms and Conditions - (Request for Bids / Proposals)

1.0 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency.

The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs.

5.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

6.0 PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

7.0 UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

13.0 GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs.

14.0 ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority.

15.0 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

17.0 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren-ticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

19.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

19.4 Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

19.5 Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

20.0 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

21.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

22.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

23.0 INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Reference Section V. above for the Contract requirements.

23.3 The state reserves the right to require higher or lower limits where warranted.

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295

24.0 CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

25.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis.

Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information, and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027).

Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest , is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements,

s. 16.417, Wis. Stats.

29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

32.0 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

33.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporat ion, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to inc lude products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

35.0 FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Contract Appendix B –

MANDATORY REQUIREMENTS OF THE CONTRACT AS SUBMITTED AND AGREED UPON BY: Millerbernd Manufacturing Company

Manufacturer and/or Contractor Qualifications and Requirements:

2.1.1 Contractor must be an original manufacturer or Contractor authorized by a manufacturer of the product.

2.1.3 Contractor must be an approved and authorized manufacturer of WisDOT monotube pole products, or an authorized dealer/Contractor of an approved manufacturer of WisDOT monotube pole products. Reference WisDOT website Wisconsin Department of Transportation Section 657.0300: Poles (wisconsindot.gov)

2.1.4 Authorized Users reserve the right to request meetings with the Contractor to discuss issues related to Contract performance.

2.1.5 Contractor must meet with the WisDOT Contract Personnel as requested to discuss issues related to Contract performance.

2.1.6 In the event that the Contractor cannot service a specific project, Authorized Users reserve the right to solicit quotes from other Contractors.

2.1.7 Contractor must remain an authorized dealer of all awarded manufacturers throughout the life of the contract and provide proof upon request.

MANDATORY CONTRACT REQUIREMENT

4.14 Orders – Contractor must agree and have the capability to complete the following:

4.14.1 Contractor agrees their company has the capability to confirm receipt of a purchase order within 3 days of receipt.

4.14.2 Contractor agrees their company will meet with the WisDOT teams bi-weekly during established, pre-scheduled meetings to confirm production and delivery dates for each order release.

4.14.3 Within 21 days of the Contractor/Contractor’s confirmed production schedule of WisDOT’s product, verification of material availability or that material has been ordered/scheduled to manufacture WisDOT’s production release.

4.14.4 Within 45 days from written receipt from WisDOT to confirm release of product, Contractor/Contractor will confirm that time has been schedule for the production of the order in the manufacturer’s schedule.

4.14.5 Within 60 days from written receipt from WisDOT to confirm release of product, Contractor/Contractor will confirm a date or estimated schedule, truck / load size for product delivery.

4.16 Reporting Requirements

4.16.1 The Contractor/Contractor agrees to submit bi-annual reports that will include a minimum of the following detail: Item number, product description, quantity, customer name, delivery date, purchase order number, delivery address, dollar amount invoiced.

4.16.2 This information must be submitted on the template in excel format as provided the by WisDOT Contract Manager.

4.16.3 Report bi-annual due dates are to be emailed to the Contract Manager and Contract Administer on or before: July 15th for Q1 and Q2 of the associated calendar year; and January 15th for Q3 and Q4 of the calendar year.

4.16.4 Contractor understands and agrees that WisDOT reserves the right to revise the bi-annual reporting template at any time to include additional reporting parameters as required or needed.

4.16.5 Contractor understands and agrees that WisDOT reserves the right to request additional ad-hoc reporting outside of the regular reporting requirement listed above.

4.3 Contract Product Purchase Availability Extension Agreement

4.3

WisDOT has established contracts with multiple Contracted Installers for the installation of the specified Monotube Pole Assemblies throughout the State of Wisconsin, which are included for quotation in this procurement. The awarded Contractor/Vendor of this RFB must agree to provide “Authorized WisDOT Contracted Installers”, the same unit pricing and terms negotiated from this contract award, for all associated

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295 https://wisconsindot.gov/Pages/doing-bus/eng-consultants/cnslt-rsrces/tools/prods/657-0300.aspx correlating product, upon request. The Authorized WisDOT Contracted Installer will purchase the product directly from the awarded Vendor under a separate contract that is between the two parties. The State of Wisconsin nor WisDOT will NOT be responsible for the terms or agreements negotiated between the awarded Vendor and said Contractor. These costs and transactions must be documented, shown and tracked as part of the Contractor/Vendor’s WisDOT reporting requirements as detailed in Section 4.14.

4.9 Quality Control and Inspection

4.9.1 Material certifications that are associated with the product as manufactured for the Purchase order as delivered, must be provided at the time of delivery of the product either with the product’s delivery forms or as coordinated with the delivery agency.

4.9.2 Manufacturer/Contractor must have a quality assurance policy, plan and team in place to ensure all product is to WisDOT specifications as provided in this RFB or as amended and mutually agreed upon in writing.

4.9.3 Manufacturer/Contractor must confirm “fit” testing is performed for parts that must conform together as part of an assembly that is provided by the manufacturer. Or confirm that the parts will fit in the field at time of installation.

4.9.4 Does your company have a quality assurance policy, plan and team in place to ensure product is “fit” tested (if applicable) prior to leaving the facility?

4.9.5 Our Company understands and agrees, if we provide nonconforming materials, our company will be responsible for costs associated to nonconforming product that is installed in the field at a project. Costs can include but are not limited to the removal/reinstallation of a pole/arm and any associated traffic control measures that are needed during the process.

Docusign Envelope ID: 18C0DFBC-F3EE-4DCC-B445-F1A00D0F3303Docusign Envelope ID: 6E6F1394-19DB-4105-85F3-EBCB166C8295