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Home My WebLink AboutPR 24456: AUTHORIING A CONTRACT WITH GILLIG, LLC City of ort rthu Texas Interoffice Memorandum To: Honorable Mayor and City Council,Ron Burton,City Manager Date: March 5,2026 Re: PR 24456—Authorization to Execute Contract with Gillig LLC for Battery Electric Buses and Charging Infrastructure for Port Arthur Transit Background: Port Arthur Transit ("PAT") applied for and was awarded $5,001,700.00 in federal funding through the Federal Transit Administration("FTA") Fiscal Year 2023 Buses and Bus Facilities Program and Section 5339(c) Low or No Emission Grant Program for the purchase and deployment of battery electric buses and associated charging infrastructure. The funding opportunity was announced by the FTA on January 27, 2023 (88 FR 5400), and PAT was selected for award under Project ID D2023LWN0075. The Texas Department of Transportation Public Transportation Division reviewed the project and determined it eligible for Transportation Development Credits (TDCs) in the amount of $702,505.00, which are intended to maximize the use of available federal funds for public transportation improvements. In addition, the project will be supplemented with $1,100,000.00 in Section 5307 Urbanized Area Formula Funds to support the overall cost of the project. Pursuant to procurement flexibility allowed under the FTA Section 5339(c)Low or No Emission Program guidelines, PAT is permitted to procure vehicles and related infrastructure through an eligible cooperative purchasing contract rather than issuing a separate Request for Proposals. After review, PAT determined that utilizing State of Washington Contract No. 06719-01 with Gillig LLC provides the best value and ensures compliance with federal procurement requirements. The proposed acquisition will include four (4) battery electric buses and associated charging infrastructure. The project will replace aging fleet vehicles currently experiencing maintenance and reliability issues, improve service efficiency, reduce long-term maintenance costs, and enhance regional air quality. The additional vehicles will also support expanded fixed-route transit service, including service north of State Route 73. Due to the typical manufacturing timeline for battery electric transit buses, production and delivery are estimated to require approximately eighteen (18) months. Accordingly, the City "Remember,we are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 City of J �ort rthu Texas must execute the purchase agreement in advance to secure production scheduling and delivery timelines. Recommendation: City staff recommends that the City Council approve the resolution authorizing the City Manager to execute a contract with Gillig LLC, under State of Washington Contract No. 06719-01, for the purchase of four (4) battery-electric buses and associated charging infrastructure for Port Arthur Transit. Execution of the contract is therefore subject to City Council approval and appropriation of funds in the FY 2027 budget. Budgetary/Fiscal Effect: The total contract cost is $4,985,324.00. Funding for the purchase is supported primarily through the FTA Low or No Emission Grant award and supplemented with Section 5307 Urbanized Area Formula Funds. However,the City's portion of the project funding will be appropriated in the Fiscal Year 2027 budget to coincide with the anticipated delivery and deployment schedule of the buses and charging infrastructure. , t "Remember,vve are here to serve the Citizens of Port Arthur" P.O. Box 1089 X Port Arthur,Texas 7764 1-1 089 X 409.983.8101 X FAX 409.982.6743 P.R. No. 24456 PDL-TNR RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH GILLIG LLC OF LIVERMORE, CALIFORNIA, FOR THE PURCHASE OF FOUR (4) BATTERY ELECTRIC BUSES AND ASSOCIATED CHARGING INFRASTRUCTURE FOR PORT ARTHUR TRANSIT THROUGH THE STATE OF WASHINGTON CONTRACT NO. 06719-01, IN THE TOTAL AMOUNT OF $4,985,324.00; PROVIDING THAT FUNDING IS SUBJECT TO CITY COUNCIL APPROPRIATION IN THE FY 2027 BUDGET WHEREAS, Port Arthur Transit ("PAT") applied for and was awarded $5,001,700.00 in Fiscal Year 2023 grant funding under the Federal Transit Administration ("FTA") Buses and Bus Facilities Program and Section 5339(c) Low or No Emission Grant Program for the purchase and deployment of battery electric buses and associated charging infrastructure, as delineated in Exhibit"A"; and WHEREAS, more specifically, the FTA published a joint Notice of Funding Opportunity on January 27, 2023 (88 FR 5400), announcing the availability of Fiscal Year 2023 funds under the Low or No Emission Vehicle Program pursuant to 49 U.S.C. §5339(c), and PAT was selected for award under Project ID D2023LWN0075, as specified in Exhibit"B"; and WHEREAS, the Texas Department of Transportation Public Transportation Division reviewed the project and determined it eligible for Transportation Development Credits to support the project and maximize the use of available federal funding for public transportation improvements; and WHEREAS, the grant award includes Transportation Development Credits in the amount of$702,505.00 and supplemental funding in the amount of$1,100,000.00 from Section 5307 Urbanized Area Formula Funds to support the total project cost as delineated in Exhibit `C"; and WHEREAS, pursuant to the procurement flexibility afforded under the FTA Section 5339(c) Low or No Emission Program guidelines, PAT is authorized to procure the vehicles and charging infrastructure through an eligible cooperative purchasing contract in lieu of issuing a separate Request for Proposals; and WHEREAS, PAT has determined that procurement through the State of Washington Contract No. 06719-01 with Gillig LLC provides the best value and ensures compliance with applicable federal procurement requirements; and P.R. No. 24456 PDL-TNR WHEREAS, the proposed acquisition of four (4) battery electric buses will replace aging fleet vehicles, improve service reliability, reduce maintenance costs, enhance air quality, and support expanded fixed-route service, including service north of State Route 73, thereby promoting regional mobility and economic vitality. WHEREAS, the manufacture and delivery of battery electric transit buses typically requires an estimated eighteen (18) month build and delivery timeline, and therefore, the City must commit to the purchase during the current fiscal year in order to secure production and delivery schedules as delineated in Exhibit"D"; and WHEREAS, due to the anticipated delivery schedule for the buses and associated charging infrastructure, funding for the purchase will be appropriated and made available in the City of Port Arthur Fiscal Year 2027 budget to coincide with the expected delivery and project implementation; and WHEREAS, execution of the contract is contingent upon City Council approval and appropriation of$4,985,324.00 in the City's Fiscal Year 2027 budget. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: THAT, the facts and opinions in the preamble are true and correct. THAT, The City Manager is hereby authorized to execute a contract with Gillig LLC, through the State of Washington Contract No. 06719-01, for the purchase of four (4) battery electric buses and associated charging infrastructure for Port Arthur Transit, in an amount not to exceed($4,985,324.00), subject to appropriation of funds in the Fiscal Year 2027 budget. THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED this day of A.D. 2025 at a Regular Meeting of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: NOES: P.R. No. 24456 PDL- TNR ATTEST: Sherri Bellard, City Secretary Charlotte M. Moses, Mayor APPROVED AS TO FORM: Roxann Pais Cotroneo, City Attorney APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY OF FUNDS: 401-70-530-8523-00-60-000 e CD-Z Ron Burton `1 Lynda Boswell City Manager, CPM Director of Finance Clifton Williams, CPPB Ivan Mitchell Purchasing Manager Transit Director P.R. No. 24456 PDL-TNR Exhibit "A" EXHIBIT "A" DOT FTA U.S. Department of Transportation Federal Transit Administration Award Federal Award Identification Number TX-2025-004-00 (FAIN) Temporary Application 1553 2023 1 Number FY23 FTA Section 5339c (Discretionary)Low-and No-Emission Buses Award Name Grant Award -(D2023LWN0075) Port Arthur Transit-Bus Replacement Program Award Status Active (Executed) Award Budget Number 0 Period of Performance Start Date 12/31/2024 Original Period of Performance End Date 9/30/2027 Current Period of Performance End Date 9/30/2027 Revision#: 0 Approved?: Yes Budget Period Start Date 12/31/2024 Budget Period End Date 9/30/2027 Part 1 : Recipient Information Name: CITY OF PORT ARTHUR Recipient ID Recipient OST Type Recipient Alias UEI DUNS 1553 City CITY OF PORT ARTHUR EMVNEFYW2KN4 137134909 Location Type Address City State Zip Physical Address 444 4TH ST PORT ARTHUR TX 77640 Mailing Address 444 4TH STREET PORT ARTHUR TX 77640 Union Information There are no union contacts for this application Part 2: Award Information Title: FY23 FTA Section 5339c (Discretionary)Low- and No-Emission Buses Grant Award -(D2023LWN0075) Port Arthur Transit-Bus Replacement Program FAIN Award Status Award Application Cost Date Last Updated From Type Center Created Date TEAM? TX-2025- Active Grant Region 6 7/14/2023 7/14/2023 No 004-00 (Executed) Award Executive Summary On January 27, 2023, FTA published a joint Notice of Funding Opportunity (NOFO) (88 FR 5400), which is uploaded in TrAMS, announcing the availability of FY 2023 Buses and Bus Facilities Program funds and Low-No funds. Port Arthur Transit/City of Port Arthur(PAT)under a project ID D2023LWN0075)was awarded $5,001,700)for the purchase battery electric buses, chargers, and associated infrastructure. Project Selection is uploaded in TrAMS. The award and program description of this NOFO and the availability of FY 2023 funding for both the Low-No and the Buses and Bus Facilities Programs. Federal public transportation law(49 U.S.C. 5339( c))that authorizes FTA to award grants for low or no emission bus projects through a competitive process, as described in the Federal Register notice is attached in the Application documents. The City of Port Arthur Transit(PAT) is submitting this application for this FY2023 Buses and Bus Facilities Program and Low-5339c Low or No Emission Vehicle Bus Apportionment in the amount of$ 5,001,700. The funding includes Transportation Development Credits of$702,505(supporting documentation is uploaded in TrAMS). The funding of this award will be supplemented by$1,100,000 in FY 20 Section 5307 funding in a Separate application. The scope of work includes a proposal to deploy the following. 1-Buy Two (2) Replacement 36-FT Zero-Emission electric buses, 2-Buy Two (2) 36-FT Zero-Emission electric buses (Expansion) 3-Electrification/Power Dist.(Bus), Eng/Design Misc. Power Equip 4 Electrification/ Power Dist.(Bus), Equipment(Acquisition) 5 Electrification/ Power Dist.(Bus) (Construction) 6- Employee Education Training 7-Project Administration By replacing two aging fleet vehicles with battery electric buses (BEBs)to supplement the BEBs that PAT is currently operating, PAT will improve route efficiency and air quality, and will offer mostly electrical service on all fixed routes, with the exception of occasional operations of diesel cutaway vehicles. This deployment will also allow PAT to expand fixed-route service with the two additional buses servicing a new route in mid-county, north of SR73. The Project supports the economic vitality of the region by increasing the efficiency of service provided. and will also result in the training of mechanics and technicians to work on electric propulsion systems. Employees will be trained to work on electric vehicles. Electric Buses have fewer moving parts and are expected to save in maintenance costs and reliability improvements will be more pronounced as the vehicles that are being replaced have had especially fraught maintenance issues. Frequency of Milestone Progress Reports (MPR) Annual Frequency of Federal Financial Reports (FFR) Annual Does this application include funds for research and/or development activities? This award does not include research and development activities. Pre-Award Authority This award is using Pre-Award Authority. Does this application include suballocation funds? Recipient organization is directly allocated these funds and is eligible to apply for and receive these funds directly. Will this Grant be using Lapsing Funds? No, this Grant does not use Lapsing Funds. Will indirect costs be applied to this application? This award does not include an indirect cost rate. Indirect Rate Details: N/A Requires E.O. 12372 Review No, this application does not require E.O. 12372 Review. Delinquent Federal Debt No, my organization does not have delinquent federal debt. Award Description Purpose PAT proposes to deploy four 35 zero-emission electric buses, two depot chargers, a supporting on- route charger, and associated infrastructure. Activities to be performed: Bus procurement of 4 battery electric buses; Charger/Infrastructure procurement of electric chargers; Design and construction of infrastructure for the new chargers; Project management by CTE to assist PAT with the various activities to be performed. Expected outcomes: By replacing two aging fleet vehicles with battery electric buses (BEBs)to supplement the BEBs that PAT is currently operating, PAT will improve route efficiency and air quality, and will offer mostly electric service on all fixed routes, with the exception of occasional operations of diesel cutaway vehicles. This deployment will also allow PAT to expand fixed-route service with the two additional buses servicing a new route in mid-county, north of SR73. Intended beneficiaries: Port Arthur Transits addition of four zero-emission buses, two depot chargers, and one on-route charger will allow for enhanced access to mobility as well as improved system condition. Two of the new zero- emission buses will replace two 2008 buses that have become unreliable and reached the end of their useful life. Two additional 35 BEBs will expand Port Arthurs current fleet and fixed-route service with a new route serving mid-county. The growing number of riders in mid-county supports an investment to fulfill the demand.The expansion will effectively reduce travel time, increase bus reliability while promoting timeliness, comfort and accessibility. Replacement will allow PAT to reduce service interruptions, increase service performance, and reduce the costs of maintaining the outdated vehicles. The addition of two new buses will also allow for a better rider experience for PATs customers. Currently, PAT is running service with cutaways when the outdated buses are experiencing service interruptions. Due to this, PATs riders are not being offered the best experience possible. The additional chargers will also offer enhanced access and mobility for riders. The on-route charger will allow PAT to provide additional and extended service routes to riders. This elimination of a gap in the current route network to improve access for the low-income and under served communities they serve. Subrecipient Activities: NONE Award Point of Contact Information First Name Last Name Title E-mail Address Phone Kwasi Bosompem Community Planner kwasi.bosompem@dot.gov 817-978-0553 Rosalyn Brown Financial Analyst rosalyn.brown@dot.gov (817)-978-0555 Ivan Mitchell Transit Manager ivan.mitchell@portarthurtx.gov (409)983-8793 Award Budget Control Totals Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $5,001,700 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $702,505 Adjustment $0 Total Eligible Cost $5,001,700 Award Budget Project Non- Total Eligible Number Budget Item FTA Amount FTA Amount Quantity Amount TX-2025- 111- 004-01- 00 BUS- ROLLING STOCK $3,096,700.00 $0.00 $3,096,700.00 4 00 (111- A2) TX-2025- BUY REPLACEMENT 004-01- 11.12.02 35-FT BUS $750,600.00 $0.00 $750,600.00 2 00 TX-2025- BUY 35-FT BUS FOR 004-01- 11.13.02 EXPANSION $2,346,100.00 $0.00 $2,346,100.00 2 00 (ELECTRIC) TX-2025- 115- 004-01- 00 ELECTRIFICATION/POWER $1,430,000.00 $0.00 $1,430,000.00 0 00 (115- DIST (BUS) Al) TX-2025- ENG/DESIGN MISC 004-01- 11.51.20 ELEC/POWER EQUIP $80,000.00 $0.00 $80,000.00 0 00 TX-2025- PURCHASE MISC 004-01- 11.52.20 ELEC/POWER EQUIP $910,000.00 $0.00 $910,000.00 0 00 TX-2025- CONSTRUCT MISC 004-01- 11.53.20 ELEC/POWER EQUIP $440,000.00 $0.00 $440,000.00 0 00 TX-2025- 117- 004-01- 00 17- OTHER CAPITAL ITEMS (BUS) $475,000.00 $0,00 $475,000.00 0 00 A4) TX-2025- OTHER 3RD 004-01- 11.71.11 PARTYCONTRACTUAL $220,000.00 $0.00 $220,000.00 0 00 SERVICES TX-2025- EMPLOYEE 004-01- 11.7D.02 EDUCATION/ $255,000.00 $0.00 $255,000.00 0 00 TRAINING Discretionary Allocations Discretionary ID Project Title Amount FAIN Applied D2023-LWNO- Port Arthur Transit Zero-Emission Bus $5,001,700 TX-2025-004- 075 Deployment 00 Sources of Federal Financial Assistance Account PO Project Scope Scope Scope UZA Area Amendment Cumulative Number Number Name Number Suffix Code Name Class FPC Description Amount Amount Code TX-2025- OTHER Low-No Com TX-34-Y 004-01-0 CAPITAL 117-00( A4 4800 Texas 2023.3J.3 00 petitive Grant $475,000 $475,000 013 0 ITEMS(B 117) 00 4.LJ.1 s(IIJA) US) ELECTRI TX-34-Y TX-2025- FICATIO 115-00( 4800 2023.3J.3 Low-No Corn 004-01-0 N/POWE 115) Al 00 Texas 4.LJ.1 00 petitive Grant $1,430,000 $1,430,000 0 R DIST( s(IIJA) BUS) TX-34-Y TX-2025- BUS R 111-00( 4800 2023.3J.3 Low-No Corn 004-01-0 OLLING 111) A2 00 Texas 4.LJ.1 00 petitive Grant $3,096,700 $3,096,700 0 STOCK s(IIJA) Part 3: Project Information Project Title: Low or No Emission Electric Bus Procurement Project Number Temporary Project Number Date Created Start Date End Date TX-2025-004-01-00 1553-2023-1-P1 7/15/2023 12/17/2024 12/27/2026 Project Description PAT proposes to deploy four 35'zero-emission electric buses, two depot chargers, a supporting on- route charger, and associated infrastructure. By replacing two aging fleet vehicles with battery electric buses (BEBs)to supplement the BEBs that PAT is currently operating, PAT will improve route efficiency and air quality, and will offer mostly electric service on all fixed routes, with the exception of occasional operations of diesel cutaway vehicles. This deployment will also allow PAT to expand fixed-route service with the two additional buses servicing a new route in mid-county, north of SR73. Project Benefits The proposed project will allow PAT to remove two 2008 diesel buses from service and deploy zero- emission battery electric buses (BEBs) in their place. Combined, the two buses operate for approximately 43,500 miles and consume 10,046 gallons of diesel fuel each year. Removing them from service would reduce tailpipe carbon emissions by 120 metric tons annually and tailpipe particulate matter(PM2.5)emissions of 1175 g (grams), which has a considerable health impact on the local community. This reduction of direct carbon and harmful emissions results in a social cost savings of$9, 800 annually, calculated in accordance with Executive Order 13990. Additional Information None provided. Location Description Port Arthur Transit primarily provides bus transportation within its service area, from Jefferson City, Groves, Gulfway, West Side and Central Mall, These service areas connect residents with essential destinations such as employment centers, schools, shopping areas, healthcare facilities, and other key locations. The service area is designed to cater to the transportation needs of the local community, offering convenient and accessible options for commuting and travel. Project Location (Urbanized Areas) UZA Code Area Name 480000 Texas 481660 Port Arthur, TX Congressional District Information District State 14 Texas Program Plan Information STIP/TIP Date: 1/2/2024 Description: This memo is to inform the TPC that an administrative modification was made to add a transit project to the JOHRTS FY 2023-2026 TIP, Amendment#1. Port Arthur Transit has made the MPO staff aware that federal grant funding has become available this fiscal year to acquire four(4) new electric busses, electric chargers and to make facility infrastructure upgrades Project is in STIP 2025-2028 Page 670 of 713 UPWP Date: N/A Description: N/A Long Range Plan Date: 5/23/2024 Description: SETRPC MTP Project Control Totals Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $5,001,700 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $702,505 Adjustment $0 Total Eligible Cost $5,001,700 Project Budget Project Non- Total Eligible Number Budget Item FTA Amount FTA Amount Quantity Amount TX- 111- 2025- 00 BUS - ROLLING STOCK $3,096,700.00 $0.00 $3,096,700.00 4 004-01- (111- 00 A2) TX- 2025- 11.12.02 BUY REPLACEMENT $750,600.00 $0.00 $750,600.00 2 004-01- 35-FT BUS 00 TX- BUY 35-FT BUS FOR 2025- 11.13.02 EXPANSION $2,346,100.00 $0.00 $2,346,100.00 2 004-01- (ELECTRIC) 00 TX- 115- 2025- 00 ELECTRIFICATION/POWER $1,430,000.00 $0.00 $1,430,000.00 0 004-01- (115- DIST (BUS) 00 Al) TX- 2025- 11.51.20 ENG/DESIGN MISC $80,000.00 $0.00 $80,000.00 0 004-01- ELEC/POWER EQUIP 00 TX- 2025- 11.52.20 PURCHASE MISC $910,000.00 $0.00 $910,000.00 0 004-01- ELEC/POWER EQUIP 00 TX- 2025- 11.53.20 CONSTRUCT MISC $440,000.00 $0.00 $440,000.00 0 004-01- ELEC/POWER EQUIP 00 TX- 117- 2025- 00 OTHER CAPITAL ITEMS (BUS) $475,000.00 $0.00 $475,000.00 0 004-01- (117- 00 A4) TX- OTHER 3RD 2025- 11.71.11 PARTYCONTRACTUAL $220,000.00 $0.00 $220,000.00 0 004-01- SERVICES 00 TX- EMPLOYEE 2025- 11.7D.02 EDUCATION/ $255,000.00 $0.00 $255,000.00 0 004-01- TRAINING 00 Project Budget Activity Line Items Budget Activity Line Item: 11.7D.02 -EMPLOYEE EDUCATION/TRAINING Scope Name/Code Line Item Line Item Name Activity Quantity OTHER CAPITAL ITEMS EMPLOYEE EDUCATION/ TRAINING - (BUS) (117-00) 11.7D.02 TRAINING CAPITAL BUS 0 Extended Budget Description By implementing a comprehensive education and training program, Port Arthur Transit can ensure that their employees are equipped with the knowledge and skills necessary to maintain and operate low emission buses effectively, contributing to a more sustainable and environmentally friendly public transportation system. LSCPA has a Workforce Training and Continuing Ed Dept that assists individuals, businesses, industries, &the community in meeting training and education needs. LSCPA operates a CDL training program PAT has used to promote employees into higher paying jobs. PAT& LSCPA agree to continue the partnership to ensure access to good paying jobs. @ 80/20 TDC Match The match for the Employee Education Training comes from TDC. The TDC letter is attached in Application documents Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $255,000 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $51,000 Adjustment $0 Total Eligible Cost $255,000 Milestone Name Est. Completion Description Date Request for Proposal 12/17/2024 Invitation for Bids 12/30/2024 Contract Award Date 4/29/2025 `Issuance Date 5/20/2025 Contract Completion 9/30/2026 Date Budget Activity Line Item: 11.71.11 -OTHER 3RD PARTYCONTRACTUAL SERVICES Scope Name/Code #ine Item Line Item Name Activity Quantity OTHER CAPITAL OTHER 3RD 3RD PARTY ITEMS (BUS)(117-00) 11.71.11 PARTYCONTRACTUAL CONTRACTS 0 SERVICES Extended Budget Description The Center for Transportation and the Environment(CTE)to serve as project manager and provide technical assistance. The project administration includes technical support on the zero-emission vehicles and implementing of PAT strategic plans and minimize the costs associated with full fleet electrification. These strategic plans consider vehicle and service requirements, fleet procurement timelines, infrastructure assessments, vehicle and facility capital costs, operating and maintenance cost impacts, and emission benefits. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $220,000 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $44,000 Adjustment $0 Total Eligible Cost $220,000 Milestone Name Est. Completion Description Date Request for Start 12/17/2024 Request for The Center for Transportation and the Environment(CTE)to Start End Date 9/30/2026 Final Delivery Budget Activity Line Item: 11.13.02 -BUY 35-FT BUS FOR EXPANSION (ELECTRIC) Scope Name/Code Line Item Line Item Name Activity Quantity BUS - ROLLING BUY 35-FT BUS FOR BUY EXPANSION - STOCK (111-00) 11.13.02 EXPANSION CAPITAL BUS 2 Extended Budget Description The useful life of the new buses in 12 years and 500,000 miles. Buses meet the clean air act requirements and are eligible for 85/15 capital reimbursement rate, Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Propulsion Fuel Type Vehicle Condition Vehicle Size (ft.) N/A Electric Propulsion New 35' Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $2,346,100 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $351,915 Adjustment $0 Total Eligible Cost $2,346,100 Milestone Name Est. Completion Description Date RFP/IFB Issue Date 12/17/2024 Contract Award Date 2/24/2025 Contract Completion 9/30/2026 Date Final Delivery Date 12/27/2026 Budget Activity Line Item: 11.12.02 - BUY REPLACEMENT 35-FT BUS Scope Name/Code Line Item Line Item Name Activity Quantity BUS - ROLLING BUY REPLACEMENT BUY REPLACEMENTS - STOCK (111-00) 11.12.02 35-FT BUS CAPITAL BUS 2 Extended Budget Description The two old Orion buses leased from New Orleans are over 300,000 miles and have exceeded their useful life in terms of years. In addition, the buses have extensive maintenance costs due to the manufacturer going out of business and related lack of product support. PAT continues to incur increased staff and maintenance expenses in maintaining these vehicles for daily operation. Due to the dependency of the services provided by PAT to residents in the Port Arthur area, it is critical for the city to have reliable buses that can meet the community's needs. These two Orion buses were manufactured in 2008 and have exceeded their useful life in terms of years. Their current condition is operable but are rated poor condition due to the need for frequent major repairs. PAT will still conform to the FTA standard spare ratio requirements by disposing of older vehicles as they are replaced with new ones. The replacement of the diesel buses with BEBs is consistent with PATs transit asset management plan. The replacement and expansion vehicles will be identical. The difference being seen in cost relates to the different funding sources and period of purchase. However, the per unit cost are the same. Buses 35' (Replacement) Buses meet the clean air act requirements and are eligible for 85/15 capital reimbursement rate. OLD BUSES Two old buses are Bus# 145 and 164 Mfr. Model-Orion Vin Number-1VH FF3G2486704037/ 1VHFF3G2886704090 Vehicle Length -35 Ft. Lifetime Miles-306,292/295,766 Use Life of the old Buses being replaced are 12 years or 500,000 miles. NEW BUSES The useful life of the new buses is 12 years or at least 500,000 miles. The two buses purchased as a part of this project will replace the remaining Orion buses. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Propulsion Fuel Type Vehicle Condition Vehicle Size (ft.) N/A Electric Propulsion New 35FT Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $750,600 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $112,590 Adjustment $0 Total Eligible Cost $750,600 Milestone Name Est. Completion Description Date RFP/IFB Issue Date 12/17/2024 Contract Award 3/25/2025 Final Delivery Date 9/30/2026 Contract Completion 12/21/2026 Date Budget Activity Line Item: 11.53.20 -CONSTRUCT MISC ELEC/POWER EQUIP Scope Name/Code Line Line Item Name Activity Quantity Item# ELECTRIFICATION/POWER DIST 11.53.20 CONSTRUCT MISC CONSTRUCTION 0 (BUS) (115-00) ELEC/POWER EQUIP Extended Budget Description Construction Managers of Southeast Texas, LLC (CMOST) is a construction management firm that has recently completed construction of PAT's new 11,842 square foot service building that is equipped with three (3) new service bays and charging infrastructure to support charging of the ten (10) BEBs that PAT currently operates. Once the design has been completed, Construction Managers of Southeast Texas (CMOST)will be responsible for obtaining the necessary construction permits and installation of the charging infrastructure at the depot and the on-route charging facility. @ 90/10 TDC Match. The maximum Federal share for the cost of acquiring, installing, or constructing vehicle-related equipment or facilities (including clean fuel or alternative fuel vehicle-related equipment or facilities)for purposes of complying with or maintaining compliance with the CAA is 90 percent. The site is on an existing transit property where other activities occur. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $440,000 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $44,000 Adjustment $0 Total Eligible Cost $440,000 Milestone Name Est. Completion Description Date Start Date 12/17/2024 Construction Managers of Southeast Texas, LLC CMOST) , a construction management firm to start. End Date 9/30/2026 Budget Activity Line Item: 11.51.20 -ENG/DESIGN MISC ELEC/POWER EQUIP Scope Name/Code Line Line Item Name Activity Quantity Item# ELECTRIFICATION/POWER DIST ENG/DESIGN MISC ENGINEERING & (BUS) (115 00) 11.51.20 ELEC/POWER 0 DESIGN EQUIP Extended Budget Description The Solco Group (TSG)will prepare the charging infrastructure design for the depot and the on-route charging facility. These are en route charging solutions that are tailored and scalable to stay ahead of a changing e-bus landscape e-mobility landscape. It helps to create a sustainable e fleet system where a seamless charging experience is the standard for every electric vehicle, transforming the proposed PAT e-FLEET system. The maximum Federal share for the cost of acquiring, installing, or constructing vehicle-related equipment or facilities (including clean fuel or alternative fuel vehicle-related equipment or facilities)for purposes of complying with or maintaining compliance with the CAA is 90 percent. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $80,000 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $8,000 Adjustment $0 Total Eligible Cost $80,000 Milestone Name Est. Completion Description Date The Solco Group (TSG)to start to prepare the Start Date 12/17/2024 charging infrastructure design for the depot and the on-route charging facility End Date 9/30/2026 Budget Activity Line Item: 11.52.20 -PURCHASE MISC ELEC/POWER EQUIP Scope Name/Code Line Item Line Item Name Activity Quantity ELECTRIFICATION/POWER DIST 11.52.20 PURCHASE MISC ELEC/ AQUISITION 0 (BUS) (115-00) POWER EQUIP Extended Budget Description Charging infrastructure at the depot and the on-route charging facility. @ 90/10 TDC Match. These are both the facility and en route charging solutions that are tailored and scalable to stay ahead of a changing e-bus landscape e-mobility landscape. It helps to create a sustainable e fleet system where a seamless charging experience is the standard for every electric vehicle, transforming the proposed PAT e-FLEET system. The maximum Federal share for the cost of acquiring, installing, or constructing vehicle-related equipment or facilities (including clean fuel or alternative fuel vehicle-related equipment or facilities)for purposes of complying with or and maintenance and compliance with the CAA is 90 percent. Useful life of electric charging equipment is 5 to 10 years and is depended on level of charging. Factors that can affect the useful life are wear and tea, power quality Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 5339—Low or No Emission Grants Competitive 5339-2 20526 $910,000 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $91,000 Adjustment $0 Total Eligible Cost $910,000 Milestone Name Est. Completion Description Date RFP 12/17/2024 Request for Proposals Contract Award Date 2/24/2025 Contract Award Date Contract Completion 9/30/2026 Contract Completion Date Date End Date 12/27/2026 Final Delivery Date Project Environmental Findings Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 07: Acquisition, installation, rehabilitation, replacement, and maintenance of vehicles or equipment, within or accommodated by existing facilities, that does not result in a change in functional use of the facilities, such as: equipment to be located within existing facilities and with no substantial off-site impacts; and vehicles, including buses, rail cars, trolley cars, ferry boats and people movers that can be accommodated by existing facilities or by new facilities that qualify for a categorical exclusion. Date Description Date Class Ilc CE Approved 12/5/2024 Line Item FTA Total Scope Name/Code Number Line Item Name Quantity Amount Eligible Cost PURCHASE ELECTRIFICATION/POWER 11.52.20 MISC ELEC/ 0 $910,000.00 $910,000.00 DIST(BUS)(115-00) POWER EQUIP Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand. Date Description Date Class Iic CE Approved 12/5/2024 Line Item Line Item FTA Total Scope Name/Code Number Name Quantity Amount Eligible Cost ENG/DESIGN ELECTRIFICATION/POWER 11.51.20 MISC ELEC/ 0 $80,000.00 $80,000.00 DIST (BUS) (115-00) POWER EQUIP Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 09: Assembly or construction of facilities that is consistent with existing land use and zoning requirements (including floodplain regulations) and uses primarily land disturbed for transportation use, such as: buildings and associated structures; bus transfer stations or intermodal centers; busways and streetcar lines or other transit investments within areas of the right-of-way occupied by the physical footprint of the existing facility or otherwise maintained or used for transportation operations; and parking facilities. Date Description Date Class Ilc CE Approved 12/5/2024 Line Item FTA Total Scope Name/Code Number Line Item Name Quantity Amount Eligible Cost CONSTRUCT ELECTRIFICATION/POWER 11.53.20 MISC ELEC/ 0 $440,000.00 $440,000.00 DIST (BUS) (115-00) POWER EQUIP Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 07: Acquisition, installation, rehabilitation, replacement, and maintenance of vehicles or equipment, within or accommodated by existing facilities, that does not result in a change in functional use of the facilities, such as: equipment to be located within existing facilities and with no substantial off-site impacts; and vehicles, including buses, rail cars, trolley cars, ferry boats and people movers that can be accommodated by existing facilities or by new facilities that qualify for a categorical exclusion. Date Description Date Class Ilc CE Approved 12/5/2024 Scope Name/ Line Item Line Item Name Quantity FTA Total Eligible Code Number Amount Cost BUS- ROLLING 11.12.02 BUY REPLACEMENT 2 $750,600.00 $750,600.00 STOCK(111-00) 35-FT BUS Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 07: Acquisition, installation, rehabilitation, replacement, and maintenance of vehicles or equipment, within or accommodated by existing facilities, that does not result in a change in functional use of the facilities, such as: equipment to be located within existing facilities and with no substantial off-site impacts; and vehicles, including buses, rail cars, trolley cars, ferry boats and people movers that can be accommodated by existing facilities or by new facilities that qualify for a categorical exclusion. Date Description Date Class Ilc CE Approved 12/5/2024 Scope Name/ Line Item Total Eligible Code Number Line Item Name Quantity FTA Amount Cost BUS- ROLLING BUY 35-FT BUS FOR STOCK(111-00) 11.13.02 EXPANSION 2 $2,346,100.00 $2,346,100.00 (ELECTRIC) Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand. Date Description Date Class Ilc CE Approved 12/5/2024 Scope Name/ Line Item Line Item Name Quantity FTA Total Eligible Code Number Amount Cost OTHER OTHER 3RD CAPITAL ITEMS 11.71.11 PARTYCONTRACTUAL 0 $220,000.00 $220,000.00 (BUS) (117-00) SERVICES Finding: Class II(c) -Categorical Exclusions (C-List) Class Level Description Class II(c)consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws. Categorical Exclusion Description Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand. Date Description Date Class Ilc CE Approved 12/5/2024 Scope Name/Code Line Item Line Item Name Quantity FTA Total Eligible Number Amount Cost OTHER CAPITAL EMPLOYEE ITEMS (BUS) (117- 11.7D.02 EDUCATION/ 0 $255,000.00 $255,000.00 00) TRAINING Part 4: Fleet Details Fleet Type: Other Fleet Comments PAT utilizes vehicles to transport staff to various locations for his/her run. Current Value I. Active Fleet A. Peak Requirement 3 B. Spares 2 C. Total (A+B) 5 D. Spare Ratio (B/A) 66.67% II. Inactive Fleet A. Other 0 B. Pending Disposal 0 C. Total (A+B) 0 III. Total (I.0 and II.C) 5 Fleet Type: Fixed Route Fleet Comments PAT has 7 Orion buses that have less than a year of useful-life remaining and 2 Ford 2018 StarCraft vehicles. Current Value I. Active Fleet A. Peak Requirement 6 B. Spares 2 C. Total (A+B) 8 D. Spare Ratio (B/A) 33.33% II. Inactive Fleet A. Other 0 B. Pending Disposal 3 C. Total (A+B) 3 Ill. Total (I.0 and II.C) 11 Fleet Type: Paratransit Fleet Comments PAT has 8 Champion vehicles in its paratransit fleet. And one inactive champion that will be auctioned in the future. Current Value I. Active Fleet A. Peak Requirement 5 B. Spares 3 C. Total (A+B) 8 D. Spare Ratio (B/A) 60% II. Inactive Fleet A. Other 0 B. Pending Disposal 1 C.Total (A+B) 1 III. Total (I.0 and II.C) 9 Part 5: FTA Review Comments Application Review Comments Comment By Zille Khan Comment Project Overview Type Date 2/28/2024 Project Title Low or No Emission Electric Bus Procurement Project TX-2025-004-01-00 Number Activity Type: Rolling Stock (Buy)—Suggested Technical Guidance • Recipient must not acquire telecommunications and video surveillance equipment for rolling stock from: Huawei Technologies Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital Technology Company; or Dahua Technology Company. This prohibition includes rolling stock telecommunications and video surveillance equipment, commercial items and micro-purchases in accordance with Section 889 of the 2019 National Defense Authorization Act. • Recipients must not procure rolling stock from certain transit vehicle manufacturers. Refer to 49 U.S.C. Section 5323(u)of federal public transportation law, which limits the use of FTA funds, and in some circumstances local funds, to procure rolling stock from certain transit vehicle manufacturers. Refer to https://www.transit.dot.gov/funding/ procurement/frequently-asked-questions-regarding-section-7613-national-defense for additional guidance. •49 CFR Part 26.49(a) states 'If you are an FTA recipient, you must require in your DBE program that each transit vehicle manufacturer, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, certify that it has complied with the requirements of this section.' FTA's current list of eligible TVMs can Comment be found at https://www.transit.dot.gov/regulations-and-guidance/civil-rights-ada/eligible- transit-veh icle-manufacturers. •49 CFR Part 26.49(a)(4)states'FTA recipients are required to submit within 30 days of making an award, the name of the successful bidder, and the total dollar value of the contract in the manner prescribed in the grant agreement.'The Transit Vehicle Award Reporting Forms can be found on FTA's website at https://www.surveymonkey.com/r/ vehicleawardreportsurvey. Please take a screenshot of the completed report before submission and retain locally to demonstrate compliance with this requirement during oversight activities such as Triennial Review and/or State Management Reviews. • Recipient must comply with the statutory requirements in FTA Circular 4220.1 F, 3rd Party Contracting Guidance, as they apply to acquiring rolling stock including 49 CFR Part 661, Buy America Requirements, 49 CFR 663, Pre-Award and Post-Delivery Audits, accessibility, minimum service life, spare ratios, air pollution and fuel economy, bus testing, in-state dealers, basis for contract award and five-year limitation. • Recipient must comply with the Recipient's procurement policies and procedures as they apply to FTA-funded projects. •The information provided above is intended as technical assistance and applies only to the project as described. Should the project scope change or new information on the project be provided, FTA may require a re-evaluation of the project information as it relates to federal compliance and require additional information. This confirmation is not an express or implied promise of project compliance with federal requirements. Activity Type: Construction—Suggested Technical Guidance • Recipient must not acquire telecommunications and video surveillance equipment from: Huawei Technologies Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital Technology Company; or Dahua Technology Company. This prohibition includes rolling stock telecommunications and video surveillance equipment, commercial items and micro-purchases in accordance with Section 889 of the 2019 National Defense Authorization Act. • If property acquisition is required, recipient must consult with FTA. •ADA improvements must be within 2,640 feet of bus shelters, if applicable. • Recipient must comply with the statutory requirements in FTA Circular 4220.1 F, Third Party Contracting Guidance, as they apply to construction contracts including 49 CFR Part 661, Buy America Requirements, 49 U.S.C. Section 5333(a), Davis-Bacon Act, prevailing wage protections), as they apply to laborers and mechanics employed on FTA assisted projects, Americans with Disabilities Act, and Disadvantaged Business Enterprise Program. • In addition to FTAs Buy America requirements that require the steel, iron, and manufactured goods used in an FTA-funded project are produced in the United States 49 U.S.C. 5323(j)(1)), the Build America, Buy America Act(BABA) (Public Law 117-58, div. G 70914(a)) now requires that construction materials used in infrastructure projects are also produced in the United States. Refer to terms and conditions in FTAs Master Agreement Section 15. The BABA requirement applies to this grant, in addition to the Buy America requirements, except to the extent a waiver of either requirements may apply. • Recipient must comply with the Recipient's procurement policies and procedures as they apply to FTA-funded projects. • Recipient is encouraged to use the FTA Construction Project Management Handbook, February 2016, https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/FTA_ Construction_Project_Management_Handbook_2016.pdf, Webinar: Applying the Construction Project Management Handbook, https://connectdot.connectsolutions.com/ p1v15vi6agp/, the FTA Project and Construction Management Guidelines, March 2016, https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/FTA_Project_and_Construction_ Mgmt_Guidelines_2016.pdf, and FTA Quality Management System Guidelines, October 2019, https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/funding/grant-programs/ capital-investments/8536/final-qms-guidelines-2019_1.pdf. •The information provided above is intended as technical assistance and applies only to the project as described. Should the project scope change or new information on the project be provided, FTA may require a re-evaluation of the project information as it relates to federal compliance and require additional information. This confirmation is not an express or implied promise of project compliance with federal requirements. Comment By Zille Khan Comment Project Overview Type Date 3/27/2024 Project Title Low or No Emission Electric Bus Procurement Project TX-2025-004-01-00 Number Activity Type: Rolling Stock (Buy)—Suggested Technical Guidance • Recipient must not acquire telecommunications and video surveillance equipment for rolling stock from: Huawei Technologies Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital Technology Company; or Dahua Technology Company. This prohibition includes rolling stock telecommunications and video surveillance equipment, commercial items and micro-purchases in accordance with Section 889 of the 2019 National Defense Authorization Act. • Recipients must not procure rolling stock from certain transit vehicle manufacturers. Refer to 49 U.S.C. Section 5323(u)of federal public transportation law, which limits the use of FTA funds, and in some circumstances local funds, to procure rolling stock from certain transit vehicle manufacturers. Refer to https://www.transit.dot.gov/funding/ procurement/frequently-asked-questions-regarding-section-7613-national-defense for additional guidance. •49 CFR Part 26.49(a) states 'If you are an FTA recipient, you must require in your DBE program that each transit vehicle manufacturer, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, certify that it has complied with the requirements of this section.' FTA's current list of eligible TVMs can be found at https://www.transit.dot.gov/regulations-and-guidance/civil-rights-ada/eligible- transit-veh icle-manufacturers. •49 CFR Part 26.49(a)(4) states 'FTA recipients are required to submit within 30 days of making an award, the name of the successful bidder, and the total dollar value of the contract in the manner prescribed in the grant agreement.'The Transit Vehicle Award Reporting Forms can be found on FTA's website at https://www.surveymonkey.com/r/ Comment vehicleawardreportsurvey. Please take a screenshot of the completed report before submission and retain locally to demonstrate compliance with this requirement during oversight activities such as Triennial Review and/or State Management Reviews. • Recipient must comply with the statutory requirements in FTA Circular 4220.1 F, 3rd Party Contracting Guidance, as they apply to acquiring rolling stock including 49 CFR Part 661, Buy America Requirements, 49 CFR 663, Pre-Award and Post-Delivery Audits, accessibility, minimum service life, spare ratios, air pollution and fuel economy, bus testing, in-state dealers, basis for contract award and five-year limitation. • Recipient must comply with the Recipient's procurement policies and procedures as they apply to FTA-funded projects. •The information provided above is intended as technical assistance and applies only to the project as described. Should the project scope change or new information on the project be provided, FTA may require a re-evaluation of the project information as it relates to federal compliance and require additional information. This confirmation is not an express or implied promise of project compliance with federal requirements. Activity Type: Engineering & Design—Suggested Technical Guidance • Recipient must comply with the statutory requirements in FTA Circular 4220.1 F, Third Party Contracting Guidance, as they apply to A&E procurements and contracts. •The information provided above is intended as technical assistance and applies only to the project as described. Should the project scope change or new information on the project be provided, FTA may require a re-evaluation of the project information as it relates to federal compliance and require additional information. This confirmation is not an express or implied promise of project compliance with federal requirements. Application Review Comments Comment By Kwasi Bosompem Comment Pre-Award Manager Returns Application Type Date 3/22/2024 Comment Recipient to change the Scope for Project Administration and do the environmental determination for each scope then retransmit the application... Comment By Kwasi Bosompem Comment Pre-Award Manager Returns Application Type Date 11/6/2024 Comment Comment By Kwasi Bosompem Comment Pre-Award Manager Returns Application Type Date 12/3/2024 Application Executive Summary: Under Other sources of funding include the following, fill in the Grant ID in Other Federal Grant(Grant ID). ALI 11.7D.02- EMPLOYEE EDUCATION/TRAINING is listed under the wrong Scope Comment Code. It is listed under OTHER PROGRAM COSTS (600-00), but it should be listed under OTHER CAPITAL ITEMS (BUS) (117-00). I should have caught this when I commented on the 600-00 Scope Code in the reservation. I believe the application will need to go back to the recipient for correction. Comment By Kwasi Bosompem Comment Pre-Award Manager Returns Application Type Date 12/16/2024 Comment Changes to be made to delete additional funding, check match ratio and environmental determinations Comment By Kwasi Bosompem Comment Pre-Award Manager Returns Application Type Date 12/20/2024 Comment Part 6: Agreement UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION GRANT AGREEMENT (FTA G-31) On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official signs this Grant Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Grant Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Grant Agreement with FTA, and binds its compliance with the terms of this Grant Agreement. The following documents are incorporated by reference and made part of this Grant Agreement: (1) "Federal Transit Administration Master Agreement," FTA MA(31), http://www.transit.dot.gov, (2)The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3)Any Award notification containing special conditions or requirements, if issued. WHEN THE TERM "FTA AWARD" OR "AWARD" IS USED, EITHER IN THIS GRANT AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, "AWARD"ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS GRANT AGREEMENT. FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN. FTA AWARD Federal Transit Administration (FTA) hereby awards a Federal Grant as follows: Recipient Information Recipient Name: CITY OF PORT ARTHUR Recipient ID: 1553 UEI: EMVNEFYW2KN4 DUNS: 137134909 Award Information Federal Award Identification Number: TX-2025-004-00 Award Name: FY23 FTA Section 5339c (Discretionary)Low- and No-Emission Buses Grant Award - (D2023LWN0075) Port Arthur Transit-Bus Replacement Program Award Start Date: 12/31/2024 Original Award End Date: 9/30/2027 Current Award End Date: 9/30/2027 Award Executive Summary: On January 27, 2023, FTA published a joint Notice of Funding Opportunity (NOFO) (88 FR 5400), which is uploaded in TrAMS, announcing the availability of FY 2023 Buses and Bus Facilities Program funds and Low-No funds. Port Arthur Transit/City of Port Arthur(PAT) under a project ID (D2023LWNO075)was awarded $5,001,700)for the purchase battery electric buses, chargers, and associated infrastructure. Project Selection is uploaded in TrAMS. The award and program description of this NOFO and the availability of FY 2023 funding for both the Low-No and the Buses and Bus Facilities Programs. Federal public transportation law(49 U.S.C. 5339(c)) that authorizes FTA to award grants for low or no emission bus projects through a competitive process, as described in the Federal Register notice is attached in the Application documents. The City of Port Arthur Transit(PAT)is submitting this application for this FY2023 Buses and Bus Facilities Program and Low-5339c Low or No Emission Vehicle Bus Apportionment in the amount of $5,001,700. The funding includes Transportation Development Credits of$702,505 (supporting documentation is uploaded in TrAMS). The funding of this award will be supplemented by$1,100,000 in FY 20 Section 5307 funding in a Separate application. The scope of work includes a proposal to deploy the following. 1-Buy Two (2) Replacement 36-FT Zero-Emission electric buses, 2-Buy Two (2)36-FT Zero-Emission electric buses(Expansion) 3-Electrification/Power Dist.(Bus), Eng/Design Misc. Power Equip 4 Electrification/ Power Dist.(Bus), Equipment(Acquisition) 5 Electrification/ Power Dist.(Bus) (Construction) 6- Employee Education Training 7-Project Administration By replacing two aging fleet vehicles with battery electric buses (BEBs)to supplement the BEBs that PAT is currently operating, PAT will improve route efficiency and air quality, and will offer mostly electrical service on all fixed routes, with the exception of occasional operations of diesel cutaway vehicles. This deployment will also allow PAT to expand fixed-route service with the two additional buses servicing a new route in mid-county, north of SR73. The Project supports the economic vitality of the region by increasing the efficiency of service provided. and will also result in the training of mechanics and technicians to work on electric propulsion systems. Employees will be trained to work on electric vehicles. Electric Buses have fewer moving parts and are expected to save in maintenance costs and reliability improvements will be more pronounced as the vehicles that are being replaced have had especially fraught maintenance issues. Research and Development: This award does not include research and development activities. Indirect Costs: This award does not include an indirect cost rate. Suballocation Funds: Recipient organization is directly allocated these funds and is eligible to apply for and receive these funds directly. Pre-Award Authority: This award is using Pre-Award Authority. Award Budget Total Award Budget: $5,001,700.00 Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $5,001,700.00 Amount of Non-Federal Funds Committed to This FTA Action (in U.S. Dollars): $0.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $5,001,700.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $0.00 Award Budget Control Totals (The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount 5339 — Low or No Emission Grants Competitive 5339-2 20526 $5,001,700 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $702,505 Adjustment $0 Total Eligible Cost $5,001,700 (The Transportation Development Credits are not added to the amount of the Total Award Budget.) U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements: DOL Decision: DOL Concurs -Certified DOL Review Date: 12/20/2024 DOL Certification Date: 12/2/2024 Special Conditions There are no special conditions. FINDINGS AND DETERMINATIONS By signing this Award on behalf of FTA, I am making all the determinations and findings required by federal law and regulations before this Award may be made. FTA AWARD OF THE GRANT AGREEMENT Awarded By: Donald Koski Deputy Regional Administrator FEDERAL TRANSIT ADMINISTRATION U.S. DEPARTMENT OF TRANSPORTATION Contact Info: donald.koski@dot.gov Award Date: 12/31/2024 EXECUTION OF THE GRANT AGREEMENT Upon full execution of this Grant Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Grant Agreement. By executing this Grant Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient: (1) Affirms this FTA Award, (2) Adopts and ratifies all of the following information it has submitted to FTA: (a) Statements, (b) Representations, (c) Warranties, (d) Covenants, and (e) Materials, (3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Grant Agreement. Executed By: Ivan Mitchell Transit Manager CITY OF PORT ARTHUR 12/31/2024 EXHIBIT "B" DocuSign Envelope ID:557B3DF9-ED33-4CD8-93A9-C3F14EF3540A *. `Texas Department of Transportation 125 EAST 11TH STREET,AUSTIN,TEXAS 78701-2483 1512.463.8588 I WWW.TXDOT.GOV April 10, 2023 Ivan Mitchell Transit Director City of Port Arthur - Port Arthur Transit 344 Procter Street Port Arthur, Texas 77640 Dear Mr. Mitchell: The Public Transportation Program managed by the Public Transportation Division (PTN) of Texas Department of Transportation (TxDOT) was allocated 15,000,000 Transportation Development Credits(TDC)for distribution to eligible projects by the Texas Transportation Commission (commission) in Minute Order 116292 for state fiscal year 2023. PTN has reviewed the City of Port Arthur's projects to be submitted for the fiscal year(FY) 2023 federal Section 5339(c) Low or No Emission Vehicle Program funding opportunity for the Port Arthur Urbanized area and finds that the project is eligible for TDC. If funds are awarded, PTN will take necessary actions to award an amount of up to 702,505 TDC for use as match. PTN has considered the potential of the projects to expand the availability of funding for public transportation projects and finds that the project meets the established goals set forth in Title 43, Texas Administrative Code, §5.102 to support public transit and maximize the use of available federal funds, particularly in situations in which federal funds otherwise would be unused because of the inability to provide the non-federal share. If you have any questions or require additional information, please contact Justin Lawson at 512- 884-8051. Sincerely, p-DocuSigned by: f Vt, a t,A.SOtn, L—0570C 3 E9C2480 G ... Eric L. leason Director, Public Transportation Division CC: Donna Roberts, Program Services Section Director,TxDOT Linda Hernandez, Program Manager Lead,TxDOT Justin Lawson, Program Manager,TxDOT But Mabil, Public Transportation Coordinator, TxDOT OUR VALUES: People •Accountability• Trust•Honesty OUR MISSION: Connecting You With Texas An Equal Opportunity Employer EXHIBIT "C" DOT FTA U.S. Department of Transportation Federal Transit Administration Award Part 6: Agreement UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION GRANT AGREEMENT (FTA G-31) On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official signs this Grant Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Grant Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Grant Agreement with FTA, and binds its compliance with the terms of this Grant Agreement. The following documents are incorporated by reference and made part of this Grant Agreement: (1) "Federal Transit Administration Master Agreement," FTA MA(31), http://www.transit.dot.gov, (2) The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3) Any Award notification containing special conditions or requirements, if issued. WHEN THE TERM "FTA AWARD" OR "AWARD" IS USED, EITHER IN THIS GRANT AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, "AWARD" ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS GRANT AGREEMENT. FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN. FTA AWARD Federal Transit Administration (FTA) hereby awards a Federal Grant as follows: Recipient Information Recipient Name: CITY OF PORT ARTHUR Recipient ID: 1553 UEI: EMVNEFYW2KN4 DUNS: 137134909 Award Information Federal Award Identification Number: TX-2025-004-00 Award Name: FY23 FTA Section 5339c (Discretionary)Low- and No-Emission Buses Grant Award - (D2023LWN0075) Port Arthur Transit-Bus Replacement Program Award Start Date: 12/31/2024 Original Award End Date: 9/30/2027 Current Award End Date: 9/30/2027 Award Executive Summary: On January 27, 2023, FTA published a joint Notice of Funding Opportunity (NOFO) (88 FR 5400), which is uploaded in TrAMS, announcing the availability of FY 2023 Buses and Bus Facilities Program funds and Low-No funds. Port Arthur Transit/City of Port Arthur(PAT) under a project ID (D2023LWNO075) was awarded $5,001,700) for the purchase battery electric buses, chargers, and associated infrastructure. Project Selection is uploaded in TrAMS. The award and program description of this NOFO and the availability of FY 2023 funding for both the Low-No and the Buses and Bus Facilities Programs. Federal public transportation law (49 U.S.C. 5339(c)) that authorizes FTA to award grants for low or no emission bus projects through a competitive process, as described in the Federal Register notice is attached in the Application documents. The City of Port Arthur Transit (PAT) is submitting this application for this FY2023 Buses and Bus Facilities Program and Low- 5339c Low or No Emission Vehicle Bus Apportionment in the amount of $5,001,700. The funding includes Transportation Development Credits of $702,505 (supporting documentation is uploaded in TrAMS). The funding of this award will be supplemented by $1,100,000 in FY 20 Section 5307 funding in a Separate application. The scope of work includes a proposal to deploy the following. 1-Buy Two (2) Replacement 36-FT Zero-Emission electric buses, 2-Buy Two (2) 36-FT Zero-Emission electric buses (Expansion) 3-Electrification/ Power Dist.(Bus), Eng/Design Misc. Power Equip 4 Electrification/ Power Dist.(Bus), Equipment (Acquisition) 5 Electrification/ Power Dist.(Bus) (Construction) 6- Employee Education Training 7-Project Administration By replacing two aging fleet vehicles with battery electric buses (BEBs)to supplement the BEBs that PAT is currently operating, PAT will improve route efficiency and air quality, and will offer mostly electrical service on all fixed routes, with the exception of occasional operations of diesel cutaway vehicles. This deployment will also allow PAT to expand fixed-route service with the two additional buses servicing a new route in mid-county, north of SR73. The Project supports the economic vitality of the region by increasing the efficiency of service provided. and will also result in the training of mechanics and technicians to work on electric propulsion systems. Employees will be trained to work on electric vehicles. Electric Buses have fewer moving parts and are expected to save in maintenance costs and reliability improvements will be more pronounced as the vehicles that are being replaced have had especially fraught maintenance issues. Research and Development: This award does not include research and development activities. Indirect Costs: This award does not include an indirect cost rate. Suballocation Funds: Recipient organization is directly allocated these funds and is eligible to apply for and receive these funds directly. Pre-Award Authority: This award is using Pre-Award Authority. Award Budget Total Award Budget: $5,001,700.00 Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $5,001,700.00 Amount of Non-Federal Funds Committed to This FTA.Action (in U.S. Dollars): $0.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $5,001,700.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $0.00 Award Budget Control Totals (The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount 5339 — Low or No Emission Grants Competitive 5339-2 20526 $5,001,700 Local $0 Local/In-Kind $0 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $702,505 Adjustment $0 Total Eligible Cost $5,001,700 (The Transportation Development Credits are not added to the amount of the Total Award Budget.) U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements: DOL Decision: DOL Concurs - Certified DOL Review Date: 12/20/2024 DOL Certification Date: 12/2/2024 Special Conditions There are no special conditions. FINDINGS AND DETERMINATIONS By signing this Award on behalf of FTA, I am making all the determinations and findings required by federal law and regulations before this Award may be made. FTA AWARD OF THE GRANT AGREEMENT Awarded By: Donald Koski Deputy Regional Administrator FEDERAL TRANSIT ADMINISTRATION U.S. DEPARTMENT OF TRANSPORTATION Contact Info: donald.koski@dot.gov Award Date: 12/31/2024 EXECUTION OF THE GRANT AGREEMENT Upon full execution of this Grant Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Grant Agreement. By executing this Grant Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient: (1) Affirms this FTA Award, (2) Adopts and ratifies all of the following information it has submitted to FTA: (a) Statements, (b) Representations, (c) Warranties, (d) Covenants, and (e) Materials, (3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Grant Agreement. Executed By: Ivan Mitchell Transit Manager CITY OF PORT ARTHUR 12/31/2024 EXHIBIT "D" GILLIG August 1, 2025 Ernest Dugas Transit Maintenance Supervisor Port Arthur Transit 347 Fourth Street Port Arthur TX 77640 Dear Ernest, Thank you for your interest in purchasing(4)35' Battery Electric Low Floor Buses by utilizing the State of WA DES Contract No.06719-01. Attached you will find the price variance/price summary that would pertain to your order. This price includes the escalation formula as per the recent Amendment#6 that went into effect 4/1/25. (4)35' Battery Electric L/F Buses@$1,174,581.00 each This price is valid for 60 days and is FOB Port Arthur TX.Prices exclude any taxes and license fees.The production start date of this order will begin within 18—20 months from receipt of purchase order. The current Administration has recently placed substantial tariffs on goods imported into the United States, and there have been indications that additional or different tariffs may be imposed.Although we are actively working with our suppliers to determine the financial impact these tariffs may ultimately have on our material and production costs,we believe in some cases(bus configuration)it will add a significant cost to the bus price which GILLIG is unable to absorb. As a valued partner, you have our commitment and assurance that we wilt do everything possible to minimize the impact as we navigate this developing situation. However, contact modifications and price adjustments will likely be necessary to offset any cost increases due to these tariffs. We thank you for this opportunity and appreciate your interest in GILLIG and our products. We at GILLIG look forward to building another order for the Port Arthur TX and in so doing,continuing to build our lasting partnership. Working together, GILLIG is confident we can manage the tariff situation and continue to build and deliver the best transit buses in the industry along with the highest level of customer satisfaction. Should you have any questions, please do not hesitate to contact me at(510)303-0202. Sincerely, SAUAJ Joe Saldana Regional Sales Manager 451 DISCOVERY DRIVE,LIVERMORE,CA 94551 I WWW.GILLIG.COM I 510.264.5000 CONFIDENTIAL PRICE VARIANCE 7/31/2025 PORT ARTHUR, TX(PIGGYBACK-STATE OF WASHINGTON RFP#2020 06719-01) (4)35' LOW FLOOR PLUS ELECTRIC BUS,SN: TBD(2026 DELIVERY) ITEM STATE OF WASHINGTON,WA PORT ARTHUR,TX VARIANCE EXTERIOR STYLING PACKAGE LOW FLOOR PLUS LOW FLOOR PLUS - CUMMINS EV TRACTION MOTOR, INVERTERS&POWER INCLUDED REQUIRED - MANAGEMENT SYSTEMS ESS ENERGY STORAGE SYSTEM WITH 6 BATTERY PACKS INCLUDED REQUIRED - (588 KWH) OVERHEAD CHARGE RAILS NOT INCLUDED NOT REQUIRED - DEPOT PLUG-IN CHARGING PORT (1)CCS TYPE 1 CONNECTOR (1)CCS TYPE 1 CONNECTOR _ PER SAE J1772 (REAR-CURBSIDE) (REAR-CURBSIDE) COOLANT FILTER FOR EBUS INCLUDED REQUIRED APPLICATION BRAKES DISC BRAKES DISC BRAKES - AXLE HUB SEALS FRONT&REAR-GREASE SEALS FRONT&REAR-GREASE SEALS - FRONT&REAR AXLE CENTER NOT INCLUDED REQUIRED 250.00 MTD MUD FLAP MERITOR FRONT&REAR AXLES INCLUDED REQUIRED - MAGNETIC AXLE DRAIN PLUGS INCLUDED REQUIRED - ELECTRONIC STABILITY CONTROL INCLUDED REQUIRED - AUTOMATIC TRACTION CONTROL INCLUDED REQUIRED - HUBODOMETER NOT INCLUDED ENGLER(STEMCO)W/GUARD 292.00 WHEEL MOUNTING HUB PILOTED HUB PILOTED - WHEELS (6)ALCOA FULL POLISHED (6)ALCOA FULL POLISHED - DURABRIGHT NOT INCLUDED NOT REQUIRED - TIRES CUSTOMER SUPPLIED TIRES CUSTOMER SUPPLIED TIRES - ELECTRIC STEERING ASSIST NOT INCLUDED NOT REQUIRED - VIP TEXTURED STEERING WHEEL NOT INCLUDED NOT REQUIRED - ONSPOT DROP DOWN NOT INCLUDED NOT REQUIRED - AUTOMATIC CHAINS FUEL FILL(14 GAL TANK FOR AUX COOLANT HEATER)(INCLUDED W/ NOT INCLUDED NOT REQUIRED COLD WEATHER PACKAGE IF SELECTED) GAUGES IN ENGINE COMPT ELECTRIC ELECTRIC PROGRAMMABLE GAUGE PROGRAMMABLE GAUGE ELECTRIC HYDRAULIC PUMP INCLUDED REQUIRED - SWAT SWITCH NOT INCLUDED NOT REQUIRED - ELECTRICAL TOW CONNECTION NOT INCLUDED REQUIRED 262.00 AD-IP AIR DRYER FOR EBUS INCLUDED REQUIRED APPLICATION ENGINE SKID PROTECTION NOT INCLUDED REQUIRED 539.00 A-POST SKID PLATES NOT INCLUDED (2)REQUIRED 246.00 HORN SPLASH SHIELD NOT INCLUDED NOT REQUIRED - LEVEL 2 INSULATION INCLUDED REQUIRED - BATTERY TYPE (2)ODYSSEY AGM GROUP 31 (2)ODYSSEY AGM GROUP 31 - BATTERY JUMP START CONN INCLUDED INCLUDED - (REAR CONNECTION) (REAR CONNECTION) WHEELCHAIR RAMP LIFT-U LU18 LIFT-U LU18 - TK ELECTRIC HVAC SYSTEM TE18 INCLUDED REQUIRED - REFRIGERANT R407C R407C - REFRIGERANT PRESSURE NOT INCLUDED NOT REQUIRED - DISPLAY FRESH AIR MAKE-UP NOT INCLUDED NOT REQUIRED - PAGE 1 OF 5 CONFIDENTIAL PRICE VARIANCE 7/31/2025 PORT ARTHUR,TX(PIGGYBACK-STATE OF WASHINGTON RFP#2020 06719-01) (4)35' LOW FLOOR PLUS ELECTRIC BUS,SN: TBD(2026 DELIVERY) ITEM STATE?F WASHINGTON,WA , PORT ARTHUR,TX VARIANCE EBUS COLD WEATHER PACKAGE W/ DIESEL&ELECTRIC FIRED NOT INCLUDED NOT REQUIRED - AUXILIARY COOLANT HEATER DRIVERS HEATHER MOTORS BRUSHLESS BRUSHLESS - FRONT THRESHOLD HEATER NOT INCLUDED NOT REQUIRED - STREETSIDE HEATER NOT INCLUDED NOT REQUIRED - REAR CURBSIDE HEATER NOT INCLUDED NOT REQUIRED - UNDERSEAT HEATER NOT INCLUDED NOT REQUIRED - DASH FAN(S) NOT INCLUDED (1)REQUIRED 127.00 SENSTIVE EDGE INCLUDED-REAR DOOR ONLY REQUIRED FRONT&REAR DOORS 771.00 DOOR CONTROLS(FRONT&REAR) 34"AIR OPEN/SPRING CLOSE, 34"AIR OPEN/SPRING CLOSE, - FULL DRIVER CONTROL FULL DRIVER CONTROL VAPOR V-TOUCH W/TOUCH BARS NOT INCLUDED NOT REQUIRED - &GREEN LAMP EXTERIOR FRONT DOOR RELEASE NOT INCLUDED NOT REQUIRED - ELECTRICAL EQUIPMENT CABINET 44"W/(2)FANS 44"W/(2)FANS - ELECTRICAL EQUIPMENT NOT INCLUDED REQUIRED 125.00 STORAGE BOX LIGHTING CS WHEELWELL STORAGE BOX NOT INCLUDED NOT REQUIRED - CURBSIDE WHEELWELL NOT INCLUDED REQUIRED 175.00 PACKAGE RACK PASSENGER INFO STATION NOT INCLUDED NOT REQUIRED - SCHEDULE RACKS NOT INCLUDED NOT REQUIRED - INTERIOR AD FRAMES NOT INCLUDED NOT REQUIRED - EXTERIOR AD FRAMES NOT INCLUDED NOT REQUIRED - AMSECO INSIGHT AMSECO INSIGHT PASSENGER SEATS W/A.R.M,Q'STRAINT RESTRAINTS PER SEAT W/A.R.M,Q'STRAINT RESTRAINTS PER SEAT - LAYOUT(SL-61856) LAYOUT(SL-61856) FRONT WHEELWELL VERTICAL NOT INCLUDED REQUIRED-CS&SS 300.00 STANCHIONS DRIVERS SEAT RECARO ERGO METRO AM80 RECARO ERGO METRO AM80 - W/HEADREST&2-PT BLACK BELT W/HEADREST&2-PT BLACK BELT SEAT BELT ALARM NOT INCLUDED REQUIRED 192.00 SEAT CUSHION ALARM NOT INCLUDED REQUIRED 192.00 SEAT ARMREST NOT INCLUDED REQUIRED 242.00 PASSENGER SIGNALS PULL CORDS PULL CORDS - STOP REQUEST AT REAR DOOR NOT INCLUDED REQUIRED 97.00 STANCHION STOP REQUEST LAMP AT DASH NOT INCLUDED REQUIRED 54.00 DRIVERS BARRIER WRAPAROUND WRAPAROUND - W/OUT SCHEDULE HOLDERS W/OUT SCHEDULE HOLDERS DRIVERS PROTECTION BARRIER NOT INCLUDED NOT REQUIRED - MODESTY PANEL FWD OP NOT INCLUDED REQUIRED 315.00 REAR DOOR OVERHEAD GRAB STRAPS NOT INCLUDED NOT REQUIRED - STANCHIONS YELLOW POWDER COATED SSTL AROW AROW PASSENGER WINDOWS STD FRAME/UPPER TRANSOM W/ STD FRAME/UPPER TRANSOM W/ - 28%GRAY TINT 28%GRAY TINT HEADLAMPS LED LOW&HIGH BEAMS LED LOW&HIGH BEAMS - STOP/TAIL/TURN/BACK UP LAMPS 4"ROUND DIALIGHT LED 7"ROUND DIALIGHT LED - UPPER REAR CAP GRILLE NOT INCLUDED (2)4"AMBER LED LAMPS 150.00 AUXILIARY TURN LAMPS AUX TURN SIGNALS NOT INCLUDED REQUIRED 150.00 REAR CAP MOUNTED YIELD SIGN NOT INCLUDED NOT REQUIRED - BATTERY COMPARTMENT LAMPS NOT INCLUDED (1)LED 12"STRIP LAMP 125.00 PAGE 2 OF 5 CONFIDENTIAL PRICE VARIANCE 7/31/2025 PORT ARTHUR, TX(PIGGYBACK-STATE OF WASHINGTON RFP#2020 06719-01) (4)35' LOW FLOOR PLUS ELECTRIC BUS, SN: TBD(2026 DELIVERY) ITEM STATE OF WASHINGTON,WA PORT ARTHUR,TX VARIANCE INTERIOR LAMPS LED I/O CONTROLS LED I/O CONTROLS - • PAGE 3 OF 5 CONFIDENTIAL PRICE VARIANCE 7/31/2025 PORT ARTHUR,TX(PIGGYBACK-STATE OF WASHINGTON RFP#2020 06719-01) (4)35'LOW FLOOR PLUS ELECTRIC BUS,SN: TBD(2026 DELIVERY) ITEM STATE OF WASHINGTON,WA PORT ARTHLIR,TX VARIANCE it PLEASURE RADIO NOT INCLUDED NOT REQUIRED - 2-WAY RADIO&ANTENNA PRE-WIRE ONLY PRE-WIRE ONLY - PA SYSTEMNOICE ANNUCIATOR STD REI STD REI - INSIDE SPEAKERS (6)SIX (6)SIX - HAND HELD MIC INCLUDED REQUIRED - BOOM MIC INCLUDED REQUIRED - DRIVERS SPEAKER NOT INCLUDED NOT REQUIRED - CAD/AVL ITS SYSTEM NOT INCLUDED NOT REQUIRED - AUTOMATIC PASSENGER NOT INCLUDED NOT REQUIRED - COUNTER TELAMATICS SYSTEM 2-YEAR SUBSCRIPTION VIRICITI 2-YEAR SUBSCRIPTION VIRICITI - CLOUD BASED SYSTEM CLOUD BASED SYSTEM HEATED FRONT GLAZING NOT INCLUDED NOT REQUIRED - DESTINATION SIGNS TWIN VISION AMBER-FRONT, TWIN VISION AMBER-FRONT, - CURBSIDE&REAR RUN SIGNS CURBSIDE&REAR RUN SIGNS FRONT RUN SIGN NOT INCLUDED NOT REQUIRED - FAREBOX PRE-WIRE ONLY PRE-WIRE ONLY - FAREBOX GUARD INCLUDED REQUIRED - CEILING MTD FAREBOX LAMP NOT INCLUDED NOT REQUIRED - TRANSFER CUTTER NOT INCLUDED NOT REQUIRED - FULL COMPOSITE FLOOR INCLUDED REQUIRED - FLOORING MATERIAL ALTRO ALTRO - ROOF HATCHES REAR-MANUAL REAR-MANUAL - EXTERIOR MIRRORS SAFE FLEET 8"X 8"1-PC, SAFE FLEET 8"X 8"1-PC, - NON-HEATED W/REMOTE NON-HEATED W/REMOTE TURN SIGNAL INDICATORS ON NOT INCLUDED REQUIRED 300.00 MIRROR HOUSING(CS&SS) FIRE SUPRESSION AMEREX V-30 W/24 HR BATTERY AMEREX V-30 W/24 HR BATTERY WITHOUT ESS SUPRESSION TRAFFIC LIGHT PREEMPTION NOT INCLUDED NOT REQUIRED - VIDEO SURVEILLANCE NOT INCLUDED NOT REQUIRED - BIKE RACK SPORTWORKS SPORTWORKS - MOUNTING BRACKETS ONLY MOUNTING BRACKETS ONLY BIKE RACK MIRROR NOT INCLUDED NOT REQUIRED - BIKE RACK DEPLOYED LAMP NOT INCLUDED NOT REQUIRED - MEDICAL AID KIT NOT INCLUDED NOT REQUIRED - BLOODBORN PATHOGEN KIT NOT INCLUDED NOT REQUIRED - BIO-HAZARD KIT NOT INCLUDED NOT REQUIRED - WHEEL CHOCKS(SET) NOT INCLUDED NOT REQUIRED - ELECTRONIC MFD MULTI FUNCTION INCLUDED REQUIRED DASH DISPLAY(MFD II) , CUP HOLDER NOT INCLUDED REQUIRED 50.00 WASTE CONTAINER NOT INCLUDED NOT REQUIRED - I/O PROGRAM MODULE NOT INCLUDED NOT REQUIRED - ADJUSTABLE PEDALS NOT INCLUDED NOT REQUIRED - EXTERIOR PAINT 1-COLOR 1-COLOR - CLEAR COAT NOT INCLUDED NOT REQUIRED - EXTERIOR GRAPHICS BUS NUMBERS ONLY PORT ARTHUR,TX CUSTOM 2,500.00 GRAPHICS(BUDGETARY ONLY) ROOF NUMBERS NOT INCLUDED NOT REQUIRED - PAGE 4 OF 5 CONFIDENTIAL PRICE VARIANCE 7/31/2025 PORT ARTHUR, TX(PIGGYBACK-STATE OF WASHINGTON RFP#2020 06719-01) (4)35' LOW FLOOR PLUS ELECTRIC BUS, SN: TBD(2026 DELIVERY) ITEM STATE OF WASHINGTON,WA PORT ARTHUR,TX VARIANCE WARRANTY(BASIC BUS) 24 MONTHS/100,000 MILES 24 MONTHS/100,000 MILES WARRANTY(BODY STRUCTURAL) 36 MONTHS/150,000 MILES 36 MONTHS/150,000 MILES - WARRANTY(STRUCTURAL 144 MONTHS/500,000 MILES 144 MONTHS/500,000 MILES - INTEGRITY CORROSION) WARRANTY-ESS(BATTERIES) 72 MONTHS/300,000 MILES 72 MONTHS/300,000 MILES - WARRANTY-(TRACTION MOTOR) 36 MONTHS/100,000 MILES 36 MONTHS/100,000 MILES - WARRANTY-(HVAC TK ELECTRIC) 36 MONTHS/UNL MILES 36 MONTHS/UNL MILES - WARRANTY(ALL OTHERS) BASE COVERAGE PER BASE COVERAGE PER WASHINGTON CONTRACT WASHINGTON CONTRACT TRAINING NOT INCLUDED NOT REQUIRED - TOTAL PORT ARTHUR,TX VARIANCES 7,454.00 STATE OF WASHINGTON,WA 35'LOW FLOOR PLUS ELECTRIC BASE UNIT PRICE(APRIL 2021) 808,816.00 DELIVERY 10,857.00 PORT ARTHUR,TX 35'LOW FLOOR PLUS ELECTRIC NON-ADJUSTED BASE UNIT PRICE 827,127.00 PPI 1413 ADJUSTMENT PER WA STATE CONTRACT AMENDMENT#1 =11.78% 95,279.00 PPI 1413 ADJUSTMENT PER WA STATE CONTRACT AMENDMENT#3=15% 135,614.00 PPI 1413 ADJUSTMENT PER WA STATE CONTRACT AMENDMENT#4=7.15% 74,339.00 PPI 1413 ADJUSTMENT PER WA STATE CONTRACT AMENDMENT#6=3.79% 42,222.00 SPARES&TOOLING BUDGET - PORT ARTHUR,TX 35'LOW FLOOR PLUS ELECTRIC BUS CURRENT ADJUSTED PRICE(7/31/2025) 1,174,581.00 CONFIDENTIAL This pricing information is intended only for the personal and confidential use of the recipient(s)to whom it was originally sent.If you are not an intended recipient of this information or an agent responsible for delivering it to an intended recipient,you are hereby notified that you have received this information in error,and that any review,dissemination,distribution,or copying of this message is strictly prohibited. PAGE 5 OF 5 GILLIG CHARGER EQUIPMENT May 2,2025 Ernest Dugas Transit Maintenance Supervisor City of Port Arthur/Port Arthur Transit 347 4th St. Port Arthur,TX.77640 RE:Quote Utilizing State of Washington Contract#06719 Hi Ernest, GILLIG is pleased to submit the following pricing for ABB charging equipment and associated services for use with your GILLIG Battery Electric Buses. This pricing has been assembled in coordination with the charger manufacturer and represents our proposed equipment options based on the scoping information you have provided to date. Charging Equipment Quantity Unit Price Total Hardware ABB 150kW Charger •FTA Buy-America Compliant 2 101,900 203,800 ABB Plug-In Dispenser •CCS-1 Connector •23'Cable 4 15,900 63,600 ABB HVC Cabinet Metal Support Frame 2 3,900 7,800 Warranty ABB 100/150kW Standard 2-Year Warranty 2 Included Included Software ABB Charger Connect and Operator Pro 5-Year(per charger) 2 Included Included Services&Other ABB Onsite Commissioning(1 deployment) 2 5,900 11,800 Estimated Freight Included Included Hardware $275,200 Warranty $0 Software $0 Services&Other $11,800 Freight $0 GRAND TOTAL $287,000 The availability of charging equipment may be affected by production lead times,completion of independent safety certifications,and design development.GILLIG does not guarantee the availability of charger manufacturer charging equipment. GILLIG makes no warranty of any kind whatsoever,expressed,or implied;and all implied warranties of merchantability and fitness for a particular purpose which exceed the aforesaid obligation are hereby disclaimed by GILLIG and excluded from any agreement. Payment to GILLIG is due upon shipment of the equipment described herein. Quote is valid for 30 days unless extended by an authorized GILLIG representative. Prepared By:Ryan Zulewski 451 Discovery Drive, Livermore,CA 94551 ( www.gillig.com I 510.264.5000 WASHINGTON STATE TRANSIT Bus COOPERATIVE STATE COOPERATIVE PURCHASING SCHEDULE MASTER CONTRACT No. 06719-01 TRANSIT BUSES: HEAVY DUTY 30 FT DIESEL,35 FT DIESEL,40 FT DIESEL 35 FT HYBRID,40 FT HYBRID,30 FT CNG,35 FT,CNG,40 FT CNG,35 FT ELECTRIC,40 FT ELECTRIC CATEGORIES For Use by Washington State Transit Bus Cooperative Participants By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and GILLIG LLC Dated April 1, 2021 WASHINGTON STATE TRANSIT Bus COOPERATIVE STATE COOPERATIVE PURCHASING SCHEDULE MASTER CONTRACT No. 06719 TRANSIT Bus—HEAVY DUTY 30 FT DIESEL,35 FT DIESEL,40 FT DIESEL 35 FT HYBRID,40 FT HYBRID,30 FT CNG,35 FT,CNG,40 FT CNG,35 FT ELECTRIC,40 FT ELECTRIC CATEGORIES This Master Contract ("Master Contract") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Gillig LLC, a California company ("Contractor") and is dated and effective as of April 1, 2021. RECITALS A. Whereas, pursuant to Legislative direction codified in RCW chapter 39.26, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish master contracts for goods and/or services for general use by Washington state agencies and certain other entities(eligible Participants). B. Whereas, pursuant to RCW 39.26.060, Enterprise Services may develop, solicit, and establish cooperative purchasing agreements for procurement of any goods or services with one or more states, state agencies, local governments, local government agencies, federal agencies, or tribes located in the state, in accordance with an agreement entered into between the participants. C. Whereas, pursuant to Section 3019 of the FAST Act, the State of Washington acting by and through Enterprise Services, may enter into a cooperative procurement contract with one or more vendors if the vendors agree to provide an option to purchase rolling stock and related equipment to such State government and any other participant and such State government acts throughout the term of the contract as the lead procurement agency. D. The State of Washington, acting by and through Enterprise Services is a member of and the lead procurement for the Washington State Transit Bus Cooperative.The Washington State Transit Bus Cooperative is a cooperative purchasing agreement for eligible participants to procure transit buses through a competitively solicited and awarded Cooperative Master Contract. E. Whereas, on behalf of the State of Washington, Enterprise Services, as part of a competitive governmental procurement, issued a Competitive Solicitation No. 06719-01 dated March 4, 2020 regarding Heavy Duty Transit Buses. F. Whereas, Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder. MASTER CONTRACT NO.06719-01 PAGE 1 G. Whereas, Enterprise Services has determined that entering into this Master Contract will meet the identified needs and be in the best interest of the State of Washington and the Washington State Transit Bus Cooperative. H. Whereas, the purpose of this Master Contract is to enable eligible Participants to purchase Transit Buses as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Contract is twenty-four (24) months, commencing April 1, 2021 and ending March 31, 2023; Provided, however, that Enterprise Services at is sole discretion may extend the term for three (3) subsequent twelve (12) month extensions if Contractor is not in default; and provided further, that in no event shall such term be extended if Contractor cannot meet the required certifications of this Contract.The maximum contract term is sixty(60)months, ending March 31, 2026. 2. ELIGIBLE PARTICIPANTS. This Master Contract may be utilized by any of the following types of entities ("Participants"): 2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards,and commissions. 2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following institutions of higher education in Washington: ® State universities—i.e., University of Washington &Washington State University; ■ Regional universities — i.e., Central Washington University, Eastern Washington University, &Western Washington University ® Evergreen State College; ® Community colleges; and ® Technical colleges. 2.3. MCUA PARTIES. Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ® Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ® Federal governmental agencies or entities; • Public-benefit nonprofit corporations(i.e.,§ 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and • Federally-recognized Indian Tribes located in the State of Washington. 2.4. TRANSIT BUS COOPERATIVE PARTIES. Any authorized entity that has executed a Washington State Transit Bus Cooperative Purchasing Agreement with Enterprise Services. The following types of entities are anticipated to execute a Washington State Transit Bus Cooperative Purchasing Agreement: MASTER CONTRACT NO.06719-01 PAGE 2 ® State agencies, local governments, local government agencies, or political subdivisions (e.g.,counties,cities,school districts, public utility districts, ports)of any state or territory of the United States; • Federal governmental agencies or entities located in any state or territory of the United States; and ® Federally-recognized Indian Tribes located in any state or territory of the United States 3. SCOPE—INCLUDED GOODS AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Master Contract, Contractor is authorized to sell only those Transit Buses within the scope of their authorized goods meeting the requirements set forth in Exhibit A — Included Transit Buses for the prices set forth in Exhibit B—Prices. Contractor shall not represent to any Participant under this Master Contract that Contractor has contractual authority to sell any Transit Buses beyond those meeting the requirements set forth in Exhibit A —Included Transit Buses. 3.2. STATE'S ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the goods included in this Master Contract; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice;and Provided further,that any such modification must be within the scope of this Master Contract. Enterprise Services may,at any time,without notice to Contractor by written order designated or indicated to be a change order, make changes within the general scope of the contract to adjust the quantities of Transit Buses purchased under this Master Contract. 3.3. PARTICIPANT CHANGE ORDERS. (a) Participants may, at any time, by written order designated or indicated to be a change order, make changes in their Purchase Order within the general scope of this Master Contract, including changes: (1) In the specifications; (2) In the method or manner of performance of the work; (3) In the price sheet to include additional options within the scope of the contract; (4) In the delivery performance of the work; or (5) In additional requirements for compliance with state or federal law. (b) Any other written or oral order (which includes direction, instruction, interpretation, or determination) from the Participant that causes a change shall be treated as a change order under this clause; provided, that Contractor gives the Participant written notice stating (1) the date, circumstances, and source of the order and (2) that Contractor regards the order as a change order. (c) Except as provided in this clause, no order, statement,or conduct of the Participant shall be treated as a change under this clause or entitle Contractor to an equitable adjustment. (d) If any change under this clause causes an increase or decrease in Contractor's cost of, or the time required for, the performance of any part of the work under this Master Contract, whether or not changed by any such order, the Participant will make an equitable adjustment and modify the Purchase Order in writing. However, except for an adjustment based on defective specifications, no adjustment for any change under this clause shall be made for any costs incurred more than twenty(20)days before Contractor gives written notice as required. In the case of defective specifications for which the Participant is responsible, the equitable adjustment shall include any increased cost MASTER CONTRACT NO.06719-01 PAGE 3 reasonably incurred by the Contractor in attempting to comply with the defective specifications. (e) Contractor will assist Participant in obtaining all of the requested cost details as may be required for FTA assisted purchases. Failure to respond or provide needed details may be grounds for the Participant to cancel the purchase without penalty. (f) The Contractor must assert its right to an adjustment under this clause within 30 days after 1. receipt of a written change order under paragraph (a) of this clause or 2. the furnishing of a written notice under paragraph (b)of this clause, by submitting to the Contracting Officer a written statement describing the general nature and amount of proposal, unless this period is extended by the Participant. The statement of proposal for adjustment may be included in the notice under paragraph (b) above. (g) No proposal by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this Master Contract. (h) This clause does not supersede FTA Circular C 4220.1F. 3.4. ECONOMIC ADJUSTMENT. Beginning twelve (12) months after the effective date of this Master Contract and for every annual anniversary thereafter, the prices set forth in Exhibit B shall be adjusted, based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics(BLS) indices described below,for the most recent year.The Index is the Producer Price Index for Truck and Bus Bodies,Series No.WPU 1413, published by the United States Department of Labor, Bureau of Labor Statistics, or if such Index is no longer in use, then such replacement that is most comparable to the Index as may be designated by the Bureau of Labor Statistics, or as agreed by the parties. Economic adjustment will lag one (1) calendar quarter past the Master Contract commencement date to allow for publication of BLS data. All calculations for the index shall be based upon the latest version of data published as of April 1 each year. Prices shall be adjusted on June 1. If an index is recoded, that is the replacement is a direct substitute according to the BLS, this Master Contract will instead use the recode. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index available will be used. The economic adjustment shall be calculated as follows: New Price=Old Price x(Current Period Index/Base Period Index). 3.5. PRICE CEILING. Although Contractor may offer lower prices to Participants, during the term of this Master Contract, Contractor guarantees to provide the Heavy Duty Transit Buses at no greater than the prices set forth in Exhibit B—Prices for Heavy Duty Transit Buses (subject to economic adjustment as set forth herein). 3.6. Goods AND SERVICES ADDITION. Contractor may offer new goods and services within the scope of the authorized goods set forth in Exhibit A—Included Transit Buses to Participants to implement new technology solutions or meet specific Participant requirements. Goods and services added to purchase orders under the Master Contract must be commercially available at the time they are added and fall within the original scope of the Master Contract. 3.7. PRICING OF GOODS AND SERVICE ADDITIONS. Prices for additional Transit Bus goods and services performed under this Master Contract follow cost reimbursement rules under 4220.1F Ch VI, MASTER CONTRACT NO.06719-01 PAGE 4 2.c(1).Cost-reimbursement provides for payment of Contractor's allowable incurred costs,to the extent agreed to in the Contractor's agreement with the Participant. Participants are required to include FAR Part 31 cost principles in their cost reimbursement contracts for the purpose of determining allowable costs under the contract. Contract shall comply with Participants' requests in determining reasonable prices, including but not limited to providing a breakdown of relevant incurred costs or individual component pricing to Participant upon request. A dispute on the reimbursement costs will follow the dispute procedures of this Master Contract. 3.8. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide information regarding this Master Contract, including scope and pricing,to eligible Participants. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES.Contractor makes each of the following representations and warranties as of the effective date of this Master Contract and at the time any order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State,that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance,and has paid all applicable taxes owed to the State of Washington. Contractor represents and warrants that it is or will be qualified to do business in other applicable states for purchases under this Master Contract with each of the Washington State Transit Bus Cooperative member states, including but not limited to Alaska, Idaho, Oregon, Colorado, Montana,and Nevada. 4.2. SUSPENSION &DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any Transit Bus sold pursuant to this Master Contract shall be merchantable, shall conform to this Master Contract and Participant's Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered free of liens and encumbrances and that the same do not infringe any third party patent. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys'fees and costs. Whenever under the Master Contract or Purchase Order it is provided that Contractor shall furnish materials or manufactured components or shall do work for which no detailed specifications are set forth, the work performed shall be in full conformity and harmony with the intent to secure the best standards of manufacture in the work as a whole or in part. No advantage shall be taken by Contractor in the omission of any part or detail which goes to make the Transit Buses complete and ready for service, even though such part or detail is not mentioned in the specifications or in Contractor's approved design. 4.4. EXECUTIVE ORDER 18-03 — WORKERS' RIGHTS (MANDATORY INDIVIDUAL ARBITRATION). Contractor represents and warrants, as previously certified in Contractor's bid submission, that Contractor MASTER CONTRACT No.06719-01 PAGE 5 does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Contract, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.5. OREGON REVISED STATUTE 279A.112.Contractor represents and warrants, as previously certified in Contractor's bid submission, that their firm has a written policy and practice preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. 4.6. EMISSIONS INFORMATION. Contractor represents and warrants, as previously certified in Contractor's bid submission, that their firm has a written policy and practice to assess and provide accurate emission information on products to Participants. 4.7. SUSTAINABILITY POLICY. Contractor represents and warrants, as previously certified in Contractor's bid submission, that their firm has a written policy and practice, detailing own sustainability policies and programs in place and to provide services in line with the principles established therein. 4.8. PROCUREMENT ETHICS&PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Participants' employees. 4.9. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION(WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Master Contract, Contractor shall maintain an accurate profile in WEBS. 4.10. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk,which registration is a condition to payment. 4.11. COOPERATIVE MASTER CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Master Contract with eligible Participants and to ensure that those entities that utilize this Master Contract are eligible Participants. Contractor understands and acknowledges that neither Enterprise Services nor Participants are endorsing Contractor's goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Participant, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.12. MASTER CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Master Contract or a similar contract resulting from the Cooperative, is transitioned to another contractor (e.g., Master Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. MASTER CONTRACT NO.06719-01 PAGE 6 4.13. VEHICLE TITLE & REGISTRATION. Contractor represents and warrants that upon payment in full, Contractor shall convey to Participant all necessary paperwork, including a "manufacturer's statement of origin" (MSO) and applicable state title application to register the Transit Bus with the Participant's applicable state licensing authority at the time of delivery. 4.14. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three(3)year period immediately preceding the award of the Master Contract, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. 4.15. PAY EQUITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education,training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential;and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential;and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Master Contract and any Participant hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Master Contract. MASTER CONTRACT NO.06719-01 PAGE 7 5. USING THE MASTER CONTRACT—PURCHASES. 5.1. ORDERING REQUIREMENTS. Participants shall order Transit Buses from this Master Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Participant but, at a minimum, including the use of a purchase order. When practicable,Contractor and Participant also shall use telephone orders,email orders,web-based orders, and similar procurement methods (collectively "Purchase Order"). All order documents must reference the Master Contract number. Consistent with Participant's procurement authority,Participant may propose and negotiate additional terms with the applicable Contractor to meet Participant's needs, subject to agreement with the applicable Contractor. Under no circumstances will Participant's agreements change or modify the contract obligations of this Master Contract.The terms of this Master Contract shall apply to any Purchase Order and, in the event of any conflict, the terms of this Master Contract shall prevail. Notwithstanding any provision to the contrary, in no event shall any `click-agreement,' software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Master Contract. 5.2. APPROVAL OF PURCHASES. Enterprise Services and, if the Participant is using FTA funds, the Participant's respective authorization authority for use of those FTA funds shall approve the Participant's initial Purchase Order. Enterprise Services shall review the Purchase Order and approve that the purchase is within the Scope of the Master Contract. The Participant's respective authorization authority for use of those FTA funds will approve the purchase according to their own policies and procedures.Participant and Contractor shall provide timely information as requested by Enterprise Services for the approval process. 5.3. CONTRACTOR COOPERATIVE USE APPROVAL. Pursuant to RCW 39.26.060,the intent of this Contract is to allow for cooperative procurement to the maximum extent possible. Accordingly, any authorized entity that has executed a Washington State Transit Bus Cooperative Purchasing Agreement with Enterprise Services may place orders under this Master Contract. Participation in the cooperative is voluntary. If agreed to by Contractor, this Contract may be used by any participant in the cooperative to procure the Transit Buses. Contractor has the right to refuse initial orders by cooperative participants on a capacity basis, if the Contractor cannot fulfill the complete order based on delivery deadlines.Orders under this Contract will be fulfilled on a first come, first serve basis of the initial order date. If Contractor rejects an order for capacity, Enterprise Services may request additional information from the Contract regarding Contractor's capacity to fulfill orders. 5.4. FTA PRE-AWARD AND POST-DELIVERY CERTIFICATIONS. Contractor shall take all reasonable steps assist Participants in completing all required pre-award and post-delivery certifications required by federal or state law or policy for purchases under this Master Contract. Contractor shall provide all requested information to complete the certifications in a reasonable time to ensure certifications are completed in a timely manner. 5.5. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of Transit Buses will be made as required by this Master Contract, the Purchase Order used by Participants, or as otherwise mutually agreed in writing between the Participant and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order by the delivery date.The delivery date must be within 18 months of the initial order date,as stated in the Purchaser Order or agreement between Participant and MASTER CONTRACT NO.06719-01 PAGE 8 Contractor; provided however that the Participant and Contractor may amend the delivery date by mutual agreement. Deliveries shall occur during Participant's normal work hours and within the time period mutually agreed in writing between Participant and Contractor at the time of order placement. (b) Contractor shall deliver all buses with a full tank of fuel and clean inside and out. For any bus not meeting this requirement,Contractor will be assessed$300. When Transit Buses are delivered,certificates or releases signed by Participant simply acknowledge receipt of the Transit Buses and do not constitute acceptance by the Participant of the condition of the Transit Buses, or its conformance with the terms of the Master Contract or Participant's Purchase Order. Acceptance by Participant occurs subsequent to final inspection when Participant provides Contractor with a written Notice of Acceptance. (c) Contractor shall ship or deliver all goods and/or services purchased pursuant to this Master Contract, freight charges prepaid by Contractor, FOB Participant's specified destination with all transportation and handling charges included. Contractor shall bear all risk of loss, damage, or destruction of the goods and/or services ordered hereunder that occurs prior to delivery, except loss or damage attributable to Participant's negligence. Contractor shall use a qualified and experienced common or contract carrier who is properly licensed and insured. Contractor shall make all arrangements for shipment. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Master Contract shall be identified by the Master Contract number set forth on the cover of this Master Contract and the applicable Participant's Purchase Order number. Packing lists shall be included with each shipment and clearly identify all contents and any backorders. 5.6. PROTOTYPE BUSES.If requested by Participant,Contractor shall produce one prototype bus for each type of bus with respect to the Purchase Order for inspection and testing at the Participant's facilities. The prototype bus will demonstrate that the bus fully meets all requirements of the Purchase Order. Contractor shall produce and deliver the prototype bus to Participant for inspection and testing a minimum of one-hundred twenty (120) days prior to initiation of any production activities for the remaining buses unless otherwise authorized in writing by Participant. The cost of transporting the prototype bus to and from the Participant's facilities shall be at the expense of Contractor. Contractor shall schedule the prototype review with the Participant when a vehicle has been completed with all equipment and furnishings installed, but • early enough so design changes resulting from the review will not delay production or cause scrapping of production material. In the event of nonconformity Participant shall, to the extent practicable, notify Contractor of said nonconformity. No later than seven (7) days after the end of the fourteen (14) day test, Participant shall issue a written report to the Contractor that advises the Contractor of any noncompliance issues and/or any proposed modifications or changes required on the remaining vehicles. Any failure by Participant to detect any defects or omissions in this testing period will in no way relieve Contractor from fully complying with the specifications of the Master Contract and Participant Order. All prototype buses shall be brought up to the final production bus configuration in all respects at no additional cost to Participant, except as may be agreed by change orders. MASTER CONTRACT No.06719-01 PAGE 9 5.7. NOTIFICATION OF DELAY. Contractor shall provide prompt notice to Participant and Enterprise Services for any delay in the manufacturing process that will affect the expected delivery date. Contractor will provide notice of the delay within fourteen(14)days of discovery of the potential delay. This notice of delay must include a reasonable expectation of when the delay will be resolved, the reason for the delay, whether the delay will cause the delivery to exceed the delivery date, and any other applicable information regarding the delay. • Participant shall provide Contractor with notice of acceptance of the reasonable delay or notice that the delay is determined to be non-excusable within seven (7) days of receipt of the notice of delay. • If there is a dispute between Contractor and Participant as to whether the delay is reasonable, Contractor may appeal Participant's decision to Enterprise Services within seven (7)days of receipt of the notice that the delay is non-excusable. Enterprise Services will review the provided information and make a final determination as to whether the delay is reasonable or non-excusable. If a dispute remains after this procedure, parties shall follow the dispute resolution process of Section 16. ▪ Contractor shall promptly comply with any request from Enterprise Services or Participant for additional information in making the delay determination. A request for more information from Enterprise Services or Participant tolls the time for required response until the time that Contractor responds to the request for more information. • Reasonable delay is a delay for which the Contractor is not responsible. A reasonable delay must arise from unforeseeable causes, be beyond the control of Contractor,and be without the fault of the Contractor. A reasonable delay will extend the delivery date by the agreed upon length of the delay. ▪ Non-excusable delay is a delay for which Contractor is wholly or partially responsible. A non-excusable delay is a delay that arises from a foreseeable cause, is within the control of Contractor, or is due to the fault of Contractor.A non-excusable delay will not extend the agreed upon delivery date. 5.8. DELAY DAMAGES. Participant will be damaged by any failure on the part of Contractor to deliver the buses within the time specified in delivery date.The amount of damages for delay of beyond the delivery date is difficult if not impossible to ascertain. The amount of such damages Contractor shall pay to Participant is fixed at the amount of $250.00 per day for each bus not delivered in substantially good condition as inspected by the Participant. Participant may elect to deduct the amount of the damages from the amount due to Contractor under the Purchase Order or may notify Contractor of the amount due based on the delay. If Participant requires Contractor to pay the delay damages, Contractor shall pay the entire amount within thirty (30) days after receipt of a written demand by Participant.The payment of damages will be in lieu of any damages for any loss of profit, loss of revenue, loss of use, or for any other direct, indirect, special or consequential losses or damages of any kind that may be suffered by Participant arising at any time from the failure of Contractor to fulfill the delivery obligations in a timely manner. 5.9. INSPECTION AND ACCEPTANCE OF TRANSIT BUSES. Transit Buses purchased under this Master Contract are subject to Participant's reasonable inspection, testing, and approval at Participant's destination for a period of fourteen (14) days from the date that the Transit Buses are received at the place of delivery. Participant reserves the right to reject and refuse acceptance of Transit Buses that are not in accordance with this Master Contract and the Participant's Purchase Order during this inspection period. Representatives of Contractor may witness acceptance inspections MASTER CONTRACT NO.06719-01 PAGE 10 and testing if so requested by Contractor. Participant retains the right to complete as thorough an inspection as it deems necessary to determine if each bus is in conformance with Master Contract and Purchase Orders requirements for configuration and performance parameters. Contractor shall coordinate and manage Contractor's post-delivery inspection process and notify the Participant of scheduling and availability of buses ready for pre-acceptance inspection. Acceptance by the Participant occurs when Participant provides Contractor with a written Notice of Acceptance, which will be subsequent to final inspection by responsible assigned employees of the Participant. All acceptances are subject to the warranty requirements of this Master Contract. 5.10. INSPECTION DEFECTS. If there are any apparent defects in the goods and/or services within the inspection period, Participant will promptly notify Contractor. At Participant's option, and without limiting any other rights, Participant may: ® Require Contractor to repair or replace, at Contractor's expense, any or all of the damaged goods; or ■ Require Contractor to refund the price of any or all of the damaged goods; or ® Participant may note any damage to the goods on the receiving report, decline acceptance, and deduct the cost of rejected goods from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. If Participant discovers defects during the inspection process,the requirement for timely delivery under 6.2(a) will continue to run until Contractor resolves the defects and provides Participant with the applicable goods free of defects.The period for the delivery date for the goods will be tolled for the length of time Participant was in the inspection period until the time that Participant provided notice of defect to Contractor. 5.11. POST-INSPECTION REPAIRS BY CONTRACTOR. In the event of non-acceptance of the bus, Contractor must begin Work within five (5) working days after receiving notification from Participant of failure of acceptance tests. Participant shall make the bus available to complete repairs timely with the Contractor repair schedule. If Contractor fails or refuses to begin the repairs within five (5) days, then the repair work may be done by Participant's personnel with reimbursement by Contractor. Contractor shall provide,at its own expense,all spare parts,tools and space required to complete the repairs. At Participant's option, Contractor may be required to remove the bus from Participant's property while repairs are being made. If the bus is removed from Participant's property,then repair procedures must be diligently pursued by Contractor's representatives,and Contractor shall assume risk of loss while the bus is under its control. 5.12. CONTRACTOR SERVICE AND PARTS SUPPORT. For each Participant Order, Contractor shall supply Participant with a completed Exhibit D- Contractor Service and Parts Support Data with contact information on the representatives responsible for assisting Participant, as well as the location of the nearest distribution center,which shall furnish a complete supply of parts and components for the repair and maintenance of the buses to be supplied.Contractor shall also submit its policy on transportation charges for parts other than those covered by warranty. 5.13. PARTS AVAILABILITY GUARANTEE. Contractor guarantees to provide the spare parts, software, and all equipment necessary to maintain and repair the buses supplied under this Master Contract for a period of at least twelve (12) years after the date of acceptance. Parts will be interchangeable with the original equipment and will be manufactured in accordance with the quality assurance MASTER CONTRACT No.06719-01 PAGE 11 provisions of this Master Contract. Prices shall not exceed the Contractor's then-current published catalog prices. Where the parts ordered by the Participant are not received within two (2) working days of the agreed-upon time and date and a bus procured under this Master Contract is out of service due to the lack of said ordered parts, then the Contractor shall provide the Participant, within eight (8) hours of the Participant's verbal or written request, the original suppliers' and/or manufacturers' parts numbers, company names, addresses, telephone numbers and contact persons' names for all of the specific parts not received by the Participant. In the event Contractor fails to honor this parts guarantee or parts ordered by the Participant are not received within thirty (30) days of the agreed-upon delivery date, then Contractor shall provide to Participant,within seven(7) days of the Agency's verbal or written request,the design and manufacturing documentation for those parts manufactured by the Contractor and the original suppliers'and/or manufacturers' parts numbers,company names, addresses,telephone numbers and contact persons' names for all of the specific parts not received by the Participant. Contractor's design and manufacturing documentation provided to the Participant shall be for its sole use in regard to the buses procured under this Master Contract and for no other purpose. 5.14. TERMINATION FOR WITHDRAWAL OF FUNDING. If any Participant's expected or actual funding for purchases under this Master Contract are withdrawn, reduced,or limited in any way prior to the payment for the last bus accepted, Participant may, upon written notice to Contractor,terminate their Purchase Order for Transit Buses not yet accepted. If the Purchase Order is terminated as provided in this subsection: (1) Participant will be liable only for payment in accordance with the terms of this Contract for work performed satisfactorily up to the date of termination and materials on order that cannot be canceled; and (2) Contractor shall be released from any obligation to provide additional buses as are affected by the termination. 5.15. FACILITY INSPECTIONS. Contractor shall provide right of access to its facilities to Enterprise Services, any Enterprise Services agents, Participant, any of Participants agents,or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract. 5.16. ON SITE REQUIREMENTS. While on Participant's premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Participant's physical, fire, access, safety, or other security requirements. 6. INVOICING&PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Participant's designated invoicing contact properly itemized invoices. Such invoices shall itemize the following: (a) Master Contract No.06719 (b) Contractor name,address,telephone number,and email address for billing issues(i.e., Contractor Customer Service Representative) (c) Contractor's Federal Tax Identification Number (d) Date(s) of delivery (e) Invoice amount; and (f) Payment terms, including any available prompt payment discounts. MASTER CONTRACT No.06719-01 PAGE 12 Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of,and will be made by,the Participant. Payment is due within thirty (30) days of invoice. If Participant fails to make timely payment(s), Contractor may invoice Participant in the amount of one percent(1%) per month on the amount overdue or a minimum of$1. Payment will not be considered late if a check or warrant is mailed within the time specified. Contractor provides a prompt payment discount of 0.10%for payments within 20 days of receipt of the invoice.This discount will only be provided for Participant payments within the stated time. 6.3. MILESTONE PAYMENTS. Participant and Contractor may condition payment on the achievement of various agreed upon milestones for the Transit Buses. Milestone payments will be mutually agreed upon by Participant and Contractor in regard to timing of milestone, acceptance of milestone, and amounts for milestone payments. Payment for milestones will follow the procedure for invoice payment. 6.4. OVERPAYMENTS. Contractor promptly shall refund to Participant the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however,that Participant shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Participant may impose a one percent (1%) per month on the amount overdue thirty(30)days after notice to the Contractor. 6.5. No ADVANCE PAYMENT. No advance payments shall be made for any goods or services furnished by Contractor pursuant to this Master Contract. 6.6. NO ADDITIONAL CHARGES. Unless otherwise specified herein,Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.7. TAxEs/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Master Contract. Failure to do so shall constitute breach of this Master Contract. Unless otherwise agreed, Participant shall pay applicable sales tax imposed by the tax jurisdictions in which delivery occurs on purchased goods and/or services. Contractor, however, shall not make any charge for federal excise taxes and Participant agrees to furnish Contractor with an exemption certificate where appropriate. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Master Contract. Enterprise Services' contract administrator shall provide Master Contract oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Master Contract. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid,or sent via email,and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: MASTER CONTRACT No.06719-01 PAGE 13 Enterprise Services Contractor Attn: David Mgebroff Attn: Lee Petersen, Regional Sales Manager Washington Dept. of Enterprise Services and Maribel Gonzalez-Becerra, Bid &Contract PO Box 41411 Specialist Olympia, WA 98504-1411 GILLIG LLC Tel: (360)407-8049 451 Discovery Drive Email: david.mgebroff@des.wa.gov Livermore, CA 94551 Tel: (800) 785-1500 Email: sales@gillig.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Participant issues pertaining to this Master Contract. 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Contractor Attn: Legal Services Manager Attn: William F. Fay,Jr. Washington Dept. of Enterprise Services Vice President Sales PO Box 41411 GILLIG LLC Olympia, WA 98504-1411 451 Discovery Drive Email: greg.tolbert@des.wa.gov Livermore, CA 94551 Email:.sales@gillig.com Notices shall be deemed effective upon the earlier of receipt when delivered,or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. CONTRACTOR SALES REPORTING;VENDOR MANAGEMENT FEE;&CONTRACTOR REPORTS. 8.1. MASTER CONTRACT SALES REPORTING. Contractor shall report total Master Contract sales quarterly to Enterprise Services, as set forth below. (a) Master Contract Sales Reporting System. Contractor shall report quarterly Master Contract sales in Enterprise Services' Master Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. The password and vendor number will be provided to the Sales Reporting Representative(s) listed on Contractor's Bidder Profile. (b) Data. Each sales report must identify every authorized Participant by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Participants specified herein during the term of the MASTER CONTRACT NO.06719-01 PAGE 14 Master Contract. If there are no Master Contract sales during the reporting period, Contractor must report zero sales. (c) Due dates for Master Contract Sales Reporting. Quarterly Master Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: MASTER CONTRACT FOR CALENDAR QUARTER ENDING SALES REPORT DUE March 31: April 30 June 30: July 31 September 30: October 31 December 31: January 31 8.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee ("VMF") of 0.15 percent on the purchase price for all Master Contract sales (the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total Master Contract sales invoiced (not including sales tax)x .00150. (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on Master Contract sales reported by Contractor. Contractors are not to remit payment until they receive an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference this Master Contract number,work request number(if applicable),the year and quarter for which the VMF is being remitted, and the Contractor's name as set forth in this Master Contract, if not already included on the face of the check. (d) Failure to accurately report total net sales, to submit a timely usage report, or remit timely payment of the VMF, may be cause for Master Contract suspension or termination or the exercise of other remedies provided by law. Without limiting any other available remedies, the Parties agree that Contractor's failure to remit to Enterprise Services timely payment of the VMF shall obligate Contractor to pay to Enterprise Services,to offset the administrative and transaction costs incurred by the State to identify, process, and collect such sum, the sum of $200.00 or twenty-five percent (25%) of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. (e) Enterprise Services reserves the right, upon thirty(30)days advance written notice,to increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to renegotiate Master Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing. MASTER CONTRACT No.06719-01 PAGE 15 8.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed annual Master Contract sales report. Such report shall include, at a minimum: Product description, part number or other Product identifier, per unit quantities sold, and Master Contract price. This report must be provided in an electronic format that can be read by MS Excel. 9. RECORDS RETENTION&AUDITS. 9.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Contract and orders placed by Participants under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Participant against this Master Contract, whichever is later;Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 9.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Participants and that Contractor has paid all applicable contract management fees. Accordingly, Contractor shall permit Enterprise Services, any Participant, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Contract or orders placed by a Participant under it for the purpose of making audits,examinations,excerpts,and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Master Contract or final payment for any order placed by a Participant against this Master Contract, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period,such period shall extend until all such litigation, claims,or audits have been resolved. 9.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Participant, Contractor shall(a) reimburse Participants for any overpayments inconsistent with the terms of this Master Contract or orders, at a rate of 125%)of such overpayments,found as a result of the examination of the Contractor's records;and (b) reimburse Enterprise Services for any underpayment of fees,at a rate of 125%of such fees found as a result of the examination of the Contractor's records(e.g., if Contractor underpays the Vendor Management Fee by$500, Contractor would be required to pay to Enterprise Services$500 x 1.25=$625). 10. INSURANCE. 10.1. REQUIRED INSURANCE. During the Term of this Master Contract, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C — Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 10.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Master Contract. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect MASTER CONTRACT NO.06719-01 PAGE 16 from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 11. WARRANTY. 11.1. CONTRACTOR WARRANTY.Warranties in this document are in addition to any statutory remedies or warranties imposed on Contractor. Consistent with this requirement, Contractor warrants and guarantees to Participant each complete Transit Bus and specific subsystems and components as follows. Contractor warrants the Transit Buses are of good material and workmanship and agrees to promptly replace any part or parts, at no cost to the Participant, which by reason of defective materials or workmanship fail under normal use, free of negligence or accident during the applicable warranty period.Contractor warranties include the replacement of parts and services associated with the replacement and repair, including but not limited to any diagnostic, refurbishment, shipping, or travel costs. Performance requirements based on design criteria will not be deemed a warranty item. Contractor shall insure in its procurement arrangements that the warranty requirements of this Master Contract are enforceable through and against the Contractor's suppliers, vendors, material men, and subcontractors. Any inconsistency or difference between the warranties extended to Participants by Contractor and those extended to Contractor by its suppliers, vendors, material men, and subcontractors, are at the risk and expense of Contractor. Such inconsistency or difference will not excuse Contractor's full compliance with its obligations under this Contract. 11.2. WARRANTY INFORMATION. Upon Participant's request, Contractor promptly shall provide complete copies of all written warranties or guarantees and documentation of any other arrangement relating to such warranties or guarantees extended by Contractor's suppliers, sub-suppliers, vendors, material men, and subcontractors covering parts, components, and systems utilized in the bus. Contractor shall ensure that such suppliers, sub-suppliers, vendors, material men, and subcontractors satisfactorily perform warranty related work when requested to do so by Participant. 11.3. SYSTEM WARRANTIES. The following systems are warranted to be free from defects and related defects for the years and mileage listed in the table below,whichever comes first. Each warranty is based on regular operation of the bus under the operating conditions prevailing in Participant's locale. MASTER CONTRACT NO.06719-01 PAGE 17 Warranty Description Years/Mileage Complete Bus Complete bus, propulsion system, 2 years, 100,000 miles; components, major subsystems, and Class 1 or 2 Failures: 12 body and chassis structure years, 500,000 miles Body And Chassis Body, body structure,structural elements 3 years, 150,000 miles Structure of the suspension and engine cradle Body and Chassis Primary load-carrying members of the Class 1 or 2 Failures: 12 Corrosion Failure or bus structure, including structural years, 500,000 miles Fatigue Failure elements of the suspension Propulsion System engine,transmission or drive motors, and 2 years, 100,000 miles (Diesel, CNG, Hybrid) generators (for hybrid technology) and drive and non-drive axles Propulsion System traction motors,traction motor 3 years, 100,000 miles (Electric) controllers,transmission, drive motors, drive and non-drive axles,and any other propulsion system-related replacement component Energy Storage traction battery, Battery Management 6 years, 300,000 miles System System, and any other ESS-related replacement component Emission Control complete exhaust system, including 5 years, 100,000 miles System catalytic converter(if required), after treatment device, components identified as emission control devices The ESS is warranted to remain within warrantable end of life during the warranty period. The ESS original specified energy storage capacity and warrantable end of life, as a percentage of the original specified energy capacity, must be clearly defined by the Contractor. Acceptable methods for measuring or obtaining ESS storage capacity with respect to its original specified capacity must be clearly identified by the manufacturer. The manufacturer will propose the test method, and certify the results are true and accurate.The test will be performed according to a documented test procedure. Participant may engage third-parties for capacity testing. 11.4. SUBSYSTEMS WARRANTY.The Contractor warrants the following subsystems to be free from defects and related defects for at least two years or 100,000 miles, whichever comes first. • Brake system: Foundation brake components, including advancing mechanisms, as supplied with the axles, excluding friction surfaces. • Destination signs:All destination sign equipment for the front, side and rear signs, power modules and operator control. • Heating, ventilating: Roof and/or rear main unit only, excluding floor heaters and front defroster. • AC unit and compressor: Roof and/or rear main unit only, excluding floor heaters and front defroster. • Door systems:Door operating actuators and linkages. ** Warranty of One Year/Unlimited Miles • Air compressor. • Air dryer. ** Warranty of One Year/Unlimited Miles • Wheelchair lift and ramp system: Lift and/or ramp parts and mechanical only. MASTER CONTRACT No.06719-01 PAGE 18 • Starter. • Alternator:Alternator only. Does not include the drive system. • Charge air cooler: Charge air cooler including core, tanks and including related surrounding framework and fittings. • Fire suppression: Fire suppression system including tank and extinguishing agent dispensing system. • Hydraulic systems: Including radiator fan drive and power steering as applicable. ■ Propulsion cooling systems: Radiator including core, tanks and related framework, including surge tank. Transmission cooler. • Power electronics: DC/DC converters, inverters, if supplied • Passenger seating excluding upholstery. • Fuel storage and delivery system. ■ Surveillance system including cameras and video recorders. Contractor warrants the following subsystems to be free from defects and related defects for at least two years or 100,000 miles, whichever comes first: • Low voltage and high voltage electrical wiring and harnesses 11.5. SERIAL NUMBERS. Prior to final delivery of each bus, Contractor shall provide a complete electronic list of serialized units installed on each bus to facilitate warranty tracking. The list will include, but is not limited to the following: ■ Engine • Driver's seat • • Transmission or Traction Motor Battery equalizer ■ Alternator • Radiator package • Starter • Exhaust emission components • Destination/Luminator(Major • A/C compressor and components) condenser/evaporator unit • Drive axle and non-drive axle(s) • Power steering unit • DVR unit, supporting electronics • Fuel cylinders(if applicable) (Monitors) • Air compressor • Wheelchair ramp(if applicable) Contractor shall provide updated serial numbers resulting from warranty campaigns.The format of the list will be approved by Participant prior to delivery of the first production bus. 11.6. EXTENSION OF WARRANTY. If, during the warranty period, repairs or modifications on any bus are made necessary by defective design, materials, or workmanship but are not completed due to lack of material or inability to provide the proper repair for thirty (30) calendar days, then the applicable warranty period shall be extended by the number of days equal to the delay period. 11.7. VOIDING OF WARRANTY.The warranty will not apply to the failure of any part or component of the bus that directly results from misuse, negligence, accident, or repairs not conducted in accordance with the Contractor-provided maintenance manuals and with workmanship performed by adequately trained personnel in accordance with recognized standards of the industry. The warranty will be void if Participant fails to conduct normal inspections and scheduled preventive maintenance procedures as recommended in the Contractor's maintenance manuals and if that omission caused the part or component failure. Participant should maintain documentation, auditable by Contractor, verifying service activities in conformance with the Contractor's maintenance manuals. MASTER CONTRACT NO.06719-01 PAGE 19 11.8. EXCEPTIONS AND ADDITIONS TO WARRANTY.Warranties will not apply to the following items: • scheduled maintenance items • normal wear-out items,such as brake linings,filters, belts,and wiper blades • items furnished by Participant Should Participant require the use of a specific product and has rejected Contractor's request for an alternate product, then the standard supplier warranty for that product will be the only warranty provided to Participant.This product will not be eligible under"Fleet Defects," below. 11.9. PASS-THROUGH/SUPERIOR WARRANTY. If any vendor to the Contractor offers,at no additional cost,a warranty on a component that is longer or more comprehensive than the required warranties on this Contract, Contractor shall inform Participant of the additional warranty and pass it through to Participant at no additional cost. Contractor shall state in writing that Participant's warranty reimbursements will not be impacted. Contractor also shall state in writing any exceptions and reimbursement including all costs incurred in transport of vehicles and/or components. At any time during the warranty period, Contractor may request approval from Participant to assign its warranty obligations to others, but only on a case-by-case basis approved in writing by Participant. Otherwise, Contractor shall be solely responsible for the administration of the warranty as specified. Warranty administration by others does not eliminate the warranty liability and responsibility of Contractor. 11.10. FLEET DEFECTS. "Fleet Defect" means cumulative failures of twenty five(25%) percent of the same components in the same or similar application in a minimum fleet size of twelve (12) or more buses where such items are covered by warranty.A Fleet Defect applies only to the base warranty period in for Complete Bus, Propulsion System, and Subsystems Warranty. When a Fleet Defect is declared,the remaining warranty period on that item/component is suspended.The warranty period does not resume until the Fleet Defect is corrected. For the purpose of Fleet Defects,each order shall be treated as a separate bus fleet. In addition, if there is a change in a major component within the order,the buses containing the new major component will become a separate bus fleet for the purposes of determining Fleet Defects. Contractor shall correct a Fleet Defect under the warranty provisions defined in Section 13 Repair Procedure. After correcting the Fleet Defect, Participant and Contractor shall mutually agree to and Contractor shall promptly undertake and complete a work program reasonably designed to prevent the occurrence of the same Fleet Defect in all other buses and spare parts purchased under the order. Where the specific Fleet Defect is solely attributed to particular identifiable parts, the work program will include redesign and/or replacement of only the defectively designed and/or manufactured parts. In all other cases,the work program will include inspection and/or correction of all the buses in the fleet via a mutually agreed-to arrangement. Contractor shall update,as necessary,technical support information(parts,service and operator's manuals) due to changes resulting from warranty repairs. Participant may immediately declare a defect in design resulting in a safety hazard to be a Fleet Defect.Contractor shall be responsible to furnish, install and replace all defective units. The Fleet Defect warranty provisions do not apply to Participant-supplied items, such as radios, fare collection equipment, communication systems, and tires. In addition, Fleet Defects do not apply to interior and exterior finishes, hoses,fittings,and fabric. MASTER CONTRACT No.06719-01 PAGE 20 12. REPAIR PROCEDURE. 12.1. REPAIR PERFORMANCE. Contractor is responsible for all warranty-covered repair work, including diagnostics of warranty covered parts.To the extent practicable, Participant will allow Contractor or its designated representative to perform repair work. At its discretion, Participant may perform such repair work if it determines it needs to do so based on transit service or other requirements. Contractor shall reimburse Participant for any warranty-covered repair work it performs. 12.2. REPAIRS BY THE CONTRACTOR. Participant shall notify Contractor's designated representative within thirty(30) days if Participant detects a defect within the warranty periods defined in this Master Contract or the applicable Participant Order.Contractor or its designated representative shall,if requested, begin repair work on warranty-covered repairs within five (5) calendar days after receiving notification of a defect from Participant. Participant will make the bus available to complete repairs timely with the Contractor's repair schedule. Contractor shall provide at its own expense all spare parts,tools,and space required to complete repairs.At Participant's option,Contractor may be required to remove the bus from Participant's property while repairs are made. If the bus is removed from Participant's property, then repair procedures must be diligently pursued by Contractor's representative. 12.3. REPAIRS BY PARTICIPANT. If Participant performs the warranty-covered repairs,then it must correct or repair the defect and any related defects utilizing parts supplied by Contractor specifically for this repair.At its discretion, Participant may use Contractor-specified parts available from its own stock if deemed in its best interests. Parts supplied by Contractor may be remanufactured but must have the same form, fit and function, and warranty. The parts will be shipped prepaid to Participant from any source selected by Contractor within fourteen (14) days of receipt of the request for said parts and shall not be subject to a handling charge. 12.4. DEFECTIVE COMPONENT RETURN. Contractor may request that parts covered by the warranty be returned to the manufacturing plant. Contractor will pay the freight costs for this action. 12.5. FAILURE ANALYSIS. Upon specific request of Participant,Contractor will provide a failure analysis of Fleet Defect or safety-related parts,or major components, removed from buses under the terms of the warranty that could affect fleet operation.Such reports will be delivered within 60 days of the receipt of failed parts. 12.6. REIMBURSEMENT FOR LABOR AND OTHER RELATED COSTS. Contractor shall reimburse Participant for repair labor.The amount is determined by Participant for a qualified mechanic at a straight time wage rate per hour,which includes fringe benefits and overhead adjusted for Participant's most recently published rate in effect at the time the repair work is performed,plus the cost of towing the bus if such action was necessary and if the bus was in the normal service area.These wage and fringe benefit rates shall not exceed the rates in effect in Participant's service garage at the time the defect correction is made. 12.7. REIMBURSEMENT FOR PARTS.Contractor shall reimburse Participant for defective parts and for parts that must be replaced to correct the defect. The reimbursement will be at the current price at the time of repair and include taxes where applicable, plus fifteen (15) percent handling costs. Handling costs will not be paid if parts are supplied by Contractor and shipped to Participant. 12.8. REIMBURSEMENT REQUIREMENTS. Contractor shall respond to parts warranty claims with an accept/reject decision including necessary failure analysis no later than sixty (60) days after MASTER CONTRACT NO.06719-01 PAGE 21 Participant submits the claim and defective part(s), when requested. Reimbursement for all accepted claims shall occur no later than sixty (60) days from the date of acceptance of a valid claim. Participant may dispute rejected claims or claims for which Contractor did not reimburse the full amount. Contractor and Participant will review disputed warranty claims during the following quarter to reach an equitable decision to permit the disputed claim to be resolved and closed.Contractor and Participant will review all claims at least once per quarter throughout the entire warranty period to ensure that open claims are being tracked and properly dispositioned. 12.9. WARRANTY AFTER REPLACEMENT/REPAIRS. If any component, unit, or subsystem is repaired, rebuilt, or replaced by Contractor or by Participant with the concurrence of Contractor, then the component, unit, or subsystem will have the unexpired warranty period of the original. Repairs will not be warranted if Contractor-provided or authorized parts are not used for the repair, unless Contractor has failed to respond within five days, in accordance with Section 13.2 Repairs by the Contractor. If an item is declared to be a Fleet Defect, then the warranty stops with the declaration of the Fleet Defect. Once the Fleet Defect is corrected, the items shall have three (3) months or the remaining time and/or miles of the original warranty, whichever is greater. This remaining warranty period will begin on the repair/replacement date for corrected items on each bus if the repairs are completed by Contractor or on the date Contractor provides all parts to Participant if repairs are completed by Participant. 12.10. WARRANTY PROCESSING PROCEDURES. The following list represents information required by Contractor from the Participant for processing warranty claims. One failure per bus per claim is allowed. • bus number and VIN • total vehicle life mileage at time of repair • date of failure/repair • acceptance/in-service date • Contractor part number and description • component serial number • description of failure • all costs associated with each failure/repair (invoices may be required for third-party costs): o towing o road calls o labor o materials o parts o handling o troubleshooting time The Participant's forms will be accepted by Contractor if all of the above information is included. Electronic submittal may be used if available between Contractor and Participant. 12.11. RETURN OF PARTS.When returning defective parts to Contractor,Participant will tag each part with the following: • bus number and VIN • claim number MASTER CONTRACT No.06719-01 PAGE 22 • part number • serial number(if available) 12.12. TIMEFRAME. Each claim must be submitted no more than thirty(30)days from the date of failure and/or repair, whichever is later. All defective parts must be returned to the Contractor, when requested, no more than forty-five (45)days from the date of repair. 13. QUALITY ASSURANCE 13.1. QUALITY ASSURANCE ORGANIZATION ESTABLISHMENT. Contractor shall establish and maintain an effective in-plant quality assurance organization. 13.2. QUALITY CONTROL.The quality assurance organization shall exercise quality control over all phases of production, from initiation of design through manufacture and preparation for delivery. The organization shall also control the quality of supplied articles. 13.3. AUTHORITY AND RESPONSIBILITY. The quality assurance organization shall have the authority and responsibility for reliability, quality control, inspection planning, establishment of the quality control system, and acceptance/rejection of materials and manufactured articles in the production of the transit buses. 13.4. MINIMUM FUNCTIONS. The quality assurance organization shall include the following minimum functions: • Work instructions: The quality assurance organization shall verify inspection operation instructions to ascertain that the manufactured product meets all prescribed requirements. • Records maintenance:The quality assurance organization shall maintain and use records and data essential to the effective operation of its program.These records and data shall be available for review by the resident inspectors. Inspection and test records for this procurement shall be available for a minimum of one year after inspections and tests are completed. • Corrective action: The quality assurance organization shall detect and promptly ensure correction of any conditions that may result in the production of defective transit buses. These conditions may occur in designs, purchases, manufacture, tests or operations that culminate in defective supplies, services,facilities,technical data or standards. 13.5. BASIC STANDARDS AND FACILITIES. The following standards and facilities shall be basic in the quality assurance process: • Configuration control: Contractor shall maintain drawings, assembly procedures and other documentation that completely describe a qualified bus that meets all of the options and special requirements of each Purchase Order. The quality assurance organization shall verify that each transit bus is manufactured in accordance with these controlled drawings, procedures and documentation. • Measuring and testing facilities: Contractor shall provide and maintain the necessary gauges and other measuring and testing devices for use by the quality assurance organization to verify that the buses conform to all specification requirements. These devices shall be calibrated at established periods against certified measurement standards that have known,valid relationships to national standards. • Production tooling as media of inspection: When production jigs, fixtures, tooling masters,templates, patterns and other devices are used as media of inspection, they shall MASTER CONTRACT NO.06719-01 PAGE 23 be proved for accuracy at formally established intervals and adjusted, replaced or repaired as required to maintain quality. • Equipment use by resident inspectors: Contractor's gauges and other measuring and testing devices shall be made available for use by the resident inspectors to verify that the buses conform to all specification requirements. If necessary, the Contractor's personnel shall be made available to operate the devices and to verify their condition and accuracy. 13.6. MAINTENANCE OF CONTROL. Contractor shall maintain quality control of purchases: • Supplier control: Contractor shall require each supplier to maintain a quality control program for the services and supplies that it provides. Contractor's quality assurance organization shall inspect and test materials provided by suppliers for conformance to specification requirements. Materials that have been inspected,tested and approved shall be identified as acceptable to the point of use in the manufacturing or assembly processes. Controls shall be established to prevent inadvertent use of nonconforming materials. • Purchasing data: Contractor shall verify that all applicable specification requirements are properly included or referenced in purchase orders of articles to be used on transit buses. 13.7. MANUFACTURING CONTROL. Contractor shall maintain quality control of production: • Controlled conditions: Contractor shall ensure that all basic production operations, as well as all other processing and fabricating, are performed under controlled conditions. Establishment of these controlled conditions shall be based on the documented work instructions, adequate production equipment and special working environments if necessary. • Completed items: A system for final inspection and test of completed transit buses shall be provided by the quality assurance organization. It shall measure the overall quality of each completed bus. • Nonconforming materials: The quality assurance organization shall monitor the Contractor's system for controlling nonconforming materials. The system shall include procedures for identification,segregation and disposition. • Statistical techniques:Statistical analysis,tests and other quality control procedures may be used when appropriate in the quality assurance processes. • Inspection status:A system shall be maintained by the quality assurance organization for identifying the inspection status of components and completed transit buses. Identification may include cards,tags or other normal quality control devices. 13.8. Inspection System.The quality assurance organization shall establish, maintain and periodically audit a fully documented inspection system. The system shall prescribe inspection and test of materials, Work in process and completed articles. At a minimum, it shall include the following controls: • Inspection personnel: Sufficient trained inspectors shall be used to ensure that all materials,components and assemblies are inspected for conformance with the qualified bus design. • Inspection records: Acceptance, rework or rejection identification shall be attached to inspected articles.Articles that have been accepted as a result of approved materials review actions shall be identified. Articles that have been reworked to specified drawing MASTER CONTRACT No.06719-01 PAGE 24 configurations shall not require special identification.Articles rejected as unsuitable or scrap shall be plainly marked and controlled to prevent installation on the bus. Articles that become obsolete as a result of engineering changes or other actions shall be controlled to prevent unauthorized assembly or installation. Unusable articles shall be isolated and then scrapped. Discrepancies noted by the Contractor or resident inspectors during assembly shall be entered by the inspection personnel on a record that accompanies the major component, subassembly,assembly or bus from start of assembly through final inspection. Actions shall be taken to correct discrepancies or deficiencies in the manufacturing processes, procedures or other conditions that cause articles to be in nonconformity with the requirements of the Contract specifications. The inspection personnel shall verify the corrective actions and mark the discrepancy record. If discrepancies cannot be corrected by replacing the nonconforming materials, then the Agency shall approve the modification, repair or method of correction to the extent that the Contract specifications are affected. ■ Quality assurance audits:The quality assurance organization shall establish and maintain a quality control audit program. Records of this program shall be subject to review by the Agency. 14. CLAIMS. 14.1. ASSUMPTION OF RISKS;CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees,and agents in connection with its operations under this Master Contract. Neither Enterprise Services nor any Participant has made any representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Participant's property resulting directly or indirectly from its acts or omissions under this Master Contract. 14.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and any Participant and their employees and agents from and against all claims,demands,judgments,assessments,damages, penalties,fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of Contractor or its successors, agents,and subcontractors under this Master Contract, except claims caused solely by Enterprise Services or any Participants' negligence. Contractor shall take all steps needed to keep Participant's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. 15. DISPUTE RESOLUTION. 15.1. DISPUTE PROCEDURE. The parties shall cooperate to resolve any dispute pertaining to this Master Contract efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved,it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute,the parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the parties cannot agree,either party may resort to court to resolve the dispute. MASTER CONTRACT NO.06719-01 PAGE 25 15.2. PERFORMANCE DURING DISPUTE. Unless otherwise directed by Enterprise Services, Contractor shall continue performance under this Master Contract while matters in dispute are being resolved. 16. SUSPENSION&TERMINATION. 16.1. SUSPENSION&TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Master Contract immediately by written cure notice of any default. In such case, the notice of suspension will state the time period in which cure is permitted and other appropriate conditions. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction;Provided, however,that, if after thirty(30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Master Contract. All of Contractor's obligations to Enterprise Services and Participants survive termination of Contractor's rights under this Master Contract, until such obligations have been fulfilled. 16.2. DEFAULT. Each of the following events shall constitute default of this Master Contract by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Master Contract including, but not limited to,Contractor's obligation to pay vendor management fees when due; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 16.3. REMEDIES FOR DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Master Contract are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including,without limitation,the right to procure for all Participants replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Master Contract price and the replacement or cover price. 16.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary,the parties agree that in no event shall any party or Participant be liable to the other for exemplary or punitive damages. 16.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Master Contract if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Contract; Provided, however,that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participant from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event MASTER CONTRACT No.06719-01 PAGE 26 of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participant shall have any obligation or liability to Contractor. (b) TERMINATION FOR CHANGE OF AUTHORITY. Enterprise Services may suspend or terminate this Master Contract if, during the term hereof, federal procurement authority is withdrawn, reduced,or limited such that Enterprise Services,in its judgment,would lack authority to enter into this Master Contract as a State Cooperative Purchasing Schedule under applicable federal law; Provided, however,that such suspension or termination for withdrawal of authority shall only be effective upon twenty(20)days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participant from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participant shall have any obligation or liability to Contractor. (c) TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may terminate this Master Contract; Provided, however, that such termination for public convenience must, in Enterprise Services'judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further,that such termination for public convenience shall not relieve any Participant from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Participant shall have any obligation or liability to Contractor. 16.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part),the parties shall cooperate to ensure an orderly and efficient suspension or termination. Accordingly, Contractor shall deliver to Participants all goods and/or services that are complete (or with approval from Enterprise Services,substantially complete)and Participants shall inspect, accept, and pay for the same in accordance with this Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 17. FTA ROLE IN DISPUTES,BREACHES,DEFAULTS,OR OTHER LITIGATION. 17.1. FTA INTEREST. The U.S. Federal Transit Administration ("FTA") has a vested interest in the settlement of any violation of federal law, regulation, or requirement, or any disagreement involving the award, this Master Contract, and any amendments thereto including, but not limited to,a default, breach, major dispute,or litigation. Accordingly, FTA shall have the right to concur in such any settlement or compromise. /17.2. NOTIFICATION TO FTA. If a current or prospective legal matter that may affect the Federal .1 Government emerges, Enterprise Services and Participant promptly shall notify the FTA Chief Counsel, or FTA Regional Counsel for the Region in which Enterprise Services and Participant are located. 1.The types of legal matters that require notification include, but are not limited to,a major dispute,breach,default,litigation,or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. MASTER CONTRACT NO.06719-01 PAGE 27 2. Matters that may affect the Federal Government include, but are not limited to, the Federal Government's interests in the award, this Master Contract, and any amendments thereto, or the Federal Government's administration or enforcement of federal laws, regulations, and requirements. 3. If Enterprise Services or Participant have credible evidence that a Principal, Official, Employee, Agent, or Third Party Participant of Enterprise Services or Participant, or other person has submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has committed a criminal or civil violation of law pertaining to such matters as fraud,conflict of interest, bribery, gratuity, or similar misconduct involving federal assistance, Enterprise Services and Participant promptly shall notify the U.S. DOT Inspector General, in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Enterprise Services and Participant are located. 17.3. FEDERAL INTEREST IN RECOVERY.The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for this Master Contract. 18. GENERAL PROVISIONS. 18.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Master Contract. 18.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 18.3. INTEGRATED AGREEMENT. This Master Contract constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations,representations,and understandings between them. There are no representations or understandings of any kind not set forth herein. 18.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Contract may not be amended or modified except in writing and signed by a duly authorized representative of each party. 18.5. AUTHORITY. Each party to this Master Contract, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Master Contract and that its execution, delivery, and performance of this Master Contract has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 18.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Master Contract. Neither party is an agent of the other party nor authorized to obligate it. 18.7. ASSIGNMENT. Contractor may not assign its rights under this Master Contract without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however,that, if Contractor provides written notice to Enterprise Services within thirty(30) days, Contractor may assign its rights under this Master Contract in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Master Contract notwithstanding any prior assignment of its rights. MASTER CONTRACT NO.06719-01 PAGE 28 18.8. BINDING EFFECT;SUCCESSORS&ASSIGNS. This Master Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 18.9. PUBLIC INFORMATION. This Master Contract and all related documents are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. The Purchase Order and all related documents are subject to the public disclosure requirements of the Participant's jurisdiction. 18.10. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services,on behalf of the State of Washington,or any applicable Participant any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any Transit Buses provided in Washington for the purpose of carrying out the Contractor's obligations under this Master Contract, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 18.11. FEDERAL FUNDS. To the extent that any Participant uses federal funds to purchase goods and/or services pursuant to this Master Contract, such Participant shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. 18.12. SEVERABILITY. If any provision of this Master Contract is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Master Contract,and to this end the provisions of this Master Contract are declared to be severable. If such invalidity becomes known or apparent to the parties,the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Master Contract. 18.13. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Master Contract, nor shall any purported oral modification or rescission of this Master Contract by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition,or provision. 18.14. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Master Contract shall survive and remain in effect following the expiration or termination of this Master Contract,Provided, however,that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 18.15. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master Contract shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, performance, and enforcement of Purchase Orders shall be governed by and construed in accordance with the laws of the Participant's jurisdiction. 18.16. JURISDICTION &VENUE. In the event that any action is brought to enforce any provision of this Master Contract,the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, MASTER CONTRACT NO.06719-01 PAGE 29 Washington. In the event that any action is brought to enforce any provision of a Purchase Order, the parties agree to submit to exclusive jurisdiction and venue in the Participant's jurisdiction. 18.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Master Contract or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained,the prevailing party shall be entitled to recover reasonable attorneys'fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 18.18. FAIR CONSTRUCTION&INTERPRETATION. The provisions of this Master Contract shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Master Contract. Each party hereto and its counsel has reviewed and revised this Master Contract and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Master Contract. Each term and provision of this Master Contract to be performed by either party shall be construed to be both a covenant and a condition. 18.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Master Contract,the parties and any applicable Participant shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Master Contract including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Master Contract. 18.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Master Contract in their entirety. 18.21. CAPTIONS&HEADINGS. The captions and headings in this Master Contract are for convenience only and are not intended to,and shall not be construed to,limit,enlarge,or affect the scope or intent of this Master Contract nor the meaning of any provisions hereof. 18.22. ELECTRONIC SIGNATURES. A signed copy of this Master Contract or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Master Contract or such other ancillary agreement for all purposes. MASTER CONTRACT NO.06719-01 PAGE 30 18.23. COUNTERPARTS. This Master Contract may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Master Contract at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Master Contract. EXECUTED as of the date and year first above written. STATE OF WASHINGTON GILLIG LLC Department of Enterprise Services a California any By: By: Elena McGrew William F Fay,Jr. Its: Enterprise Procurement Manager Its: Vice President Sales MASTER CONTRACT No.06719-01 PAGE 31 EXHIBIT A Included Transit Buses Contractor is authorized to sell Heavy Duty Transit Buses [categories awarded], including applicable accessories, components, subsystems, and replacement parts necessary for operation of the transit buses for its operational life.Transit buses offered under this Master Contract will comply with the specifications listed in [specification document title]. [insert specification document and modifications from solicitation at time of contract award] I MASTER CONTRACT NO.06719-01 PAGE 32 Exhibit B Prices for Heavy Duty Transit Buses Prices for Heavy Duty Transit Buses as listed in the attached Heavy Duty Price Sheet. [Insert Price Sheet at time of contract award] MASTER CONTRACT NO.06719-01 PAGE 33 Exhibit C Insurance Requirements 1. INSURANCE OBLIGATION. During the Term of this Master Contract, Contractor shall possess and maintain in full force and effect, at Contractor's sole expense,the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury and property damage, personal injury,and advertising injury liability on an 'occurrence form'that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS' COMPENSATION INSURANCE & EMPLOYER'S LIABILITY (STOP GAP). Contractor shall comply with applicable Workers' Compensation or Industrial Accident insurance providing benefits to statutory limits, including Employer's or Stop-Gap Liability with a minimum limit of $1,000,000 per accident/bodily injury by disease; $1,000,000 policy limit/Bodily injury by disease; and $1,000,000 each employee. C. PRODUCTS-COMPLETED OPERATIONS LIABILITY INSURANCE. Products-completed operations liability insurance in the amount of not less than $2,000,000 combined single limit per occurrence, $4,000,000 general annual aggregate for a period of five (5) years after acceptance of the last bus delivered under this Contract. Products Liability coverage may be effected through one or more excess liability policies. d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. 'Symbol 1' Commercial Automobile Liability coverage (and, if necessary, commercial umbrella liability insurance) including coverage for all owned, hired, and non-owned vehicles. The combined single limit per accident shall not be less than$2,000,000. e. PROFESSIONAL LIABILITY (ERRORS& OMISSIONS) INSURANCE. Professional liability insurance in the amount of not less than$2,000,000 combined single limit per occurrence,$4,000,000 general annual aggregate. f. UMBRELLA INSURANCE. Umbrella coverage in the sum of$ shall be provided and shall apply over all liability policies, without exception, including but not limited to Commercial General Liability, Employers' Liability, Products-Completed Operations Liability,Automobile Liability, and Professional Liability. Claims Made Policies (applicable only to professional liability). If any of the required policies provide claims-made coverage: 1. The Retroactive Date must be shown,and must be before the date of the contract or the beginning of contract work 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5)years after completion of the contract work. MASTER CONTRACT NO.06719-01 PAGE 34 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. The insurance coverage limits set forth herein are the minimum.Contractor's insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Except for Workers' Compensation, Commercial Automobile Liability, and Professional Liability (Errors and Omissions), all required insurance shall include the State of Washington (and its agents, officers, and employees) and the applicable Participant as an Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Master Contract, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Master Contract, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance,as required,will result in contract cancellation. All policies and certificates of insurance shall include the Master Contract number stated on the cover of this Master Contract. 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to,the additional insureds listed above including,at a minimum,the State of Washington and/or any Participant. All insurance or self-insurance of the State of Washington and/or Participants shall be excess of any insurance provided by Contractor or subcontractors. p. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies will all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility. MASTER CONTRACT No.06719-01 PAGE 35 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Participant for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change,exhaustion of aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at least sixty (60) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Master Contract number stated on the cover of this Master Contract. MASTER CONTRACT No.06719-01 PAGE 36 Exhibit D Federal Transit Administration Clauses 1.1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES. (a) Participant and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Participant,Contractor,or any other party(whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. (b) Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 1.2. FALSE STATEMENTS OR CLAIMS CIVIL AND CRIMINAL FRAUD. (a) Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended, 31 U.S.C. §3801 et seq.and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable,Contractor further acknowledges that if it makes, or causes to be made,a false,fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. (b) Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. §1001 and 49 U.S.C. § 5307(n)(1) on Contractor,to the extent the Federal Government deems appropriate. (c) Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 1.3. ACCESS TO THIRD PARTY CONTRACT RECORDS. (a) Where the Participant is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Participant, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R.633.17 to provide the FTA Administrator or his MASTER CONTRACT NO.06719-01 PAGE 37 authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. (b) Where the Participant is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Participant, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at$100,000. (c) Where the Participant enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Participant, FTA Administrator,the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. (d) Where any Participant which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a)enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Participant, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. (e) Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (f)Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Participant, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). (g) FTA does not require the inclusion of these requirements in subcontracts. 1.4. CHANGES TO FEDERAL REQUIREMENTS. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Participant and FTA,as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. 1.5. TERMINATION.See Section 16 Suspension &Termination and Section 18.13 Waiver. 1.6. CIVIL RIGHTS. MASTER CONTRACT NO.06719-01 PAGE 38 (a) Nondiscrimination. In accordance with Title VI of the Civil Rights Act,as amended, 42 U.S.C. §2000d,section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act(ADA)of 1990,42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (b) Equal Employment Opportunity. The following equal employment opportunity requirements apply to the underlying contract: 1. Race,Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R.Parts 60 et seq.,(which implement Executive Order No. 11246,"Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"42 U.S.C. §2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. Contractor agrees to take affirmative action to ensure that applicants are employed,and that employees are treated during employment,without regard to their race, color,creed, national origin,sex,or age. Such action 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 apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. 2. Age. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. § 5332, Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R.Part 1630,pertaining to employment of persons with disabilities. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. (c) Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 1.7. DISADVANTAGED BUSINESS ENTERPRISES. The Disadvantaged Business Enterprise (DBE) requirements of 49 CFR Part 26 and USDOT's official interpretations (i.e., Questions & Answers) apply to this Contract. As such, the requirements of this Contract are to make affirmative efforts to solicit DBEs, provide information on who submitted a Bid or quote and to report DBE participation. No MASTER CONTRACT No.06719-01 PAGE 39 preference will be included in the evaluation of Bids/Proposals, no minimum level of DBE participation shall be required as a Condition of Award and Bids/Proposals may not be rejected or considered non-responsive on that basis. Transit Vehicle Manufacturer Compliance with DBE Requirements. Before a transit vehicle manufacturer (TVM) may submit a bid or proposal to provide vehicles to be financed with FTA assistance,49 C.F.R. § 26.49 requires the TVM to submit a certification that it has complied with FTA's DBE requirements. 1.8. ADA ACCESS. Contractor shall comply with the requirements of 49 CFR FTA C 4710.1 as applicable to this Contract. Equal access and the opportunity should be given to individuals with disabilities to fully participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations. Contractor must comply with the accessibility requirements of DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37, and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. 1.9. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS. The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee)to be in violation of the FTA terms and conditions. 1.10. DEBARMENT AND SUSPENSION. This Contract is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor, its principals,as defined at 49 CFR 29.995,or affiliates,as defined at 49 CFR 29.905,are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal,the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Enterprise Services. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Enterprise Services, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 1.11. BUY AMERICA. Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R.661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. § 661.11. Rolling stock must be assembled in the United States and have at least a 65 percent MASTER CONTRACT NO.06719-01 PAGE 40 domestic stock content for rolling stock procurements with the first vehicle scheduled for delivery in fiscal years 2018 and 2019 and at least 70 percent domestic content for rolling stock procurements with the first vehicle scheduled for delivery in 2020 or thereafter. Contractor must submit to Participants the appropriate Buy America Certification with all offers on FTA-funded contracts, except those subject to a general waiver. Proposals that are not accompanied by a properly completed Bus America certification are subject to the provisions of 49 CFR 661.13 and will be rejected as nonresponsive. Pursuant to Appendix A to §661.7(b), a general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, or software, or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device which merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. 1.12. RESOLUTION OF DISPUTES, BREACHES,OR OTHER LITIGATION. See Section 15. 1.13. LOBBYING. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.]. Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 1.14. CLEAN AIR. Contractor agrees to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act,as amended,42 U.S.C.§§7401 et seq. Contractor agrees to report each violation to the Participant and understands and agrees that the Participant will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 1.15. CLEAN WATER.The Contractor agrees to comply with all applicable standards,orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. Contractor agrees to report each violation to the Participant and understands and agrees that the Participant will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 1.16. CARGO PREFERENCE-Use of United States-Flag Vessels. Contractor agrees to: (a) Use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved,whenever shipping any equipment, material, or commodities pursuant MASTER CONTRACT NO.06719-01 PAGE 41 to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; (b) Furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.) (c) Include these requirements in all subcontracts issued pursuant to this Contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 1.17. ENERGY CONSERVATION. Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 1.18. Bus TESTING. Contractor agrees to comply with the Bus Testing requirements under 49 U.S.C. A 5318(e)and FTA's implementing regulation at 49 CFR Part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, Contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report publicly available prior to final acceptance of the first vehicle by the recipient. 1.19. PRE-AWARD AND POST-DELIVERY AUDIT REQUIREMENTS. Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at 49 C.F.R. part 663. Contractor shall comply with the Buy America certification(s)submitted with its proposal/bid.Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. Contractor shall submit manufacturer's FMVSS self-certification, Federal Motor Bus Safety Standards, that the bus complies with relevant FMVSS or manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. 1.20. FLY AMERICA. Contractor agrees to comply with 49 USC 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10,which provide that recipients and sub recipients of federal funds and their Contractors are required to use U.S. flag air carriers for U.S.government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. Contractor shall submit, if a foreign air carrier was used,an appropriate certification or memorandum adequately explaining why service by a U.S.-flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 1.21. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT. For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701- 3708), as supplemented by the MASTER CONTRACT NO.06719-01 PAGE 42 Department of Labor regulations at 29 C.F.R. part 5. Under 40 U.S.C.§3702 of the Act,Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards,on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C.§3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein, Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Liquidated damages will be computed with respect to each individual laborer or mechanic,including watchmen and guards,employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The Participant will upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. MASTER CONTRACT INO.06719-01 PAGE 43 Exhibit E Federal Transit Administration Certifications [inserted from Solicitation Exhibit A-3] MASTER CONTRACT No.06719-01 PAGE 44 State of Washington Contracts & Procurement Division Gillig LLC Department of Enterprise Services 451 Discovery Dr P.O. Box 41411 Livermore,CA 94551 Olympia, WA 98504-1411 FIRST AMENDMENT TO CONTRACT NO. 06719-01 TRANSIT BUSES This First Amendment ("Amendment") to Contract No,06719-01 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("State") and Gillig LLC., a California limited liability company ("Contractor")and is dated as of June 1,2022. RECITALS A. State and Contractor (collectively the "Parties") entered into that certain Contract No.06719-01 for Transit Buses dated effective as of April 1, 2021 ("Contract"). B. The amendment set forth herein is within the scope of the Contract. C. The Parties now desire to amend the Contract as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract, as previously amended,as follows: 1. ECONOMIC PRICE ADJUSTMENT. Pursuant to Section 3.4 of the Master Contract Economic Price Adjustment using the Bureau of Labor Statistics Index for Truck and Bus Bodies,Series No. WPU 1413 to determine a price change,the prices set forth in the Exhibit B—Prices are increased by 11.78%. 2. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. 3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment,this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully CONTRACT No. -AMENDMENT No._ Page 1 (4-24-2017) authorized and approved, and that no further approvals or consents are required to bind such party. 5. ELECTRONIC SIGNATURES. A signed copy of this Amendment or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for ail purposes. 6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. EXECUTED AND EFFECTIVE as of the day and date first bove written. GILUG LLC 1 STATE OF WASHINGTON A CAL FORNIA MITED LI B ITY CO P Y DEPARTMENT OF ENTERPRISE SERVICES " �•" Name: WILLIAM F. FAY JR. Name: David Mgebroff Title: VICE PRESIDENT SALES Title: Strategy Supervisor Date: JUNE 1, 2022 Date: 06/01/2022 ti CONTRACT No. -AMENDMENT NO._ Page 2 (4-24-2017) State of Washington CONTRACT AMENDMENT Contracts& Procurement Division Department of Enterprise Services P.O. Box 41411 Contract No.: 06719-01 Olympia, WA 98504-1411 Gillig LLC Amendment No.: 2 451 Discovery Dr Livermore, CA 94551 Effective Date: February 1, 2023 SECOND AMENDMENT TO STATEWIDE CONTRACT NO. 06719-01 TRANSIT BUSES This Second Amendment ("Amendment") to Contract No.06719-01 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("State") and Gillig LLC., a California limited liability company ("Contractor") and is dated as of February 1,2023. RECITALS A. State and Contractor(collectively the"Parties") entered into that certain Contract No.06719-01 for Transit Buses dated effective as of April 1, 2021 ("Contract"). B. The Parties previously amended the Contract by instrument titled First Amendment (dated June 1, 2022)to make an economic price adjustment. C. The Parties now desire to amend the Contract to add a model to the Contract price sheet due to a change in technology from a manufacturer. D. The amendment set forth herein is within the scope of the Contract. E. The Parties now desire to amend the Contract as set forth herein. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract,as previously amended, as follows: 1. ADDED MODEL. Pursuant to Section 3.6 of the Contract Goods and Services Addition,the parties agree to add the 35'Gillig with Allison eGen Flex Hybrid and 40'Gillig with Allison eGen Flex Hybrid, along with additional electric HVAC and Air options as stated in the attached price sheet. Enterprise Services has reviewed the change as within scope of the Contract that is the result of a new technology solution from a manufacturer. 2. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. STATEWIDE CONTRACT No.06719-01-AMENDMENT No.2 Page 1 (Rev.2022-07-26) 3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment,this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution,delivery,and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 5. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. EXECUTED AND EFFECTIVE as of the day and date first above written. GILLIG LLC STATE OF WASHINGTON A CALIFORNIA MITED LIABILI r' CO/ '' Y DEPARTMENT OF ENTERPRISE SERVICES Name: WILLIAM F. FAY, JR. Name: David Mgebroff Title: VICE PRESIDENT SALES Title: Strategy Supervisor Date: J^ ^N UARY 30, 2023 Date: 2/1/2023 STATEWIDE CONTRACT No. -AMENDMENT No. Page 2 (Rev.2022-07-26) State of Washington CONTRACT AMENDMENT Contracts&Procurement Division Department of Enterprise Services P.O. Box 41411 Contract No.: 06719-01 Olympia, WA 98504-1411 Gillig LLC Amendment No.: 3 451 Discovery Dr Livermore, CA 94551 Effective Date: April 1, 2023 THIRD AMENDMENT TO STATEWIDE CONTRACT No. 06719-01 TRANSIT BUSES This Third Amendment ("Amendment") to Contract No.06719-01 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("State") and Gillig LLC., a California limited liability company ("Contractor") and is dated as of April 1,2023. RECITALS A. State and Contractor(collectively the "Parties") entered into that certain Contract No.06719-01 for Transit Buses dated effective as of April 1,2021 ("Contract"). B. The Parties previously amended the Contract: a. by instrument titled First Amendment (dated June 1, 2022) to make an economic price adjustment of 11.78%. b. by instrument titled Second Amendment (dated February 1, 2023) to add goods and services for the Allison eGen Flex Hybrid. C. The amendment set forth herein is within the scope of the Contract. D. The Parties now desire to amend the Contract as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract,as previously amended, as follows: 1. CONTRACT TERM. Pursuant to Section 1 Term of the Contract,this Contract has been extended for an addition twelve (12) months,this extension term is until March 31, 2024. 2. ECONOMIC PRICE ADJUSTMENT. Section 3.4 of the contract is deleted in its entirety and replaced with the following: ECONOMIC ADJUSTMENT. Beginning twelve (12) months after the effective date of this Master Contract and for every annual anniversary thereafter,the prices set forth in Exhibit B shall be STATEWIDE CONTRACT No.06719 AMENDMENT NO.03 Page 1 (Rev.2022-07-26) adjusted, based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics(BLS) indices described below,for the most recent year.The Index is the Producer Price Index for Truck and Bus Bodies,Series No. WPU 1413, published by the United States Department of Labor, Bureau of Labor Statistics, or if such Index is no longer in use,then such replacement that is most comparable to the Index as may be designated by the Bureau of Labor Statistics,or as agreed by the parties. Economic adjustment will lag one(1)calendar quarter past the Master Contract commencement date to allow for publication of BLS data.All calculations for the index shall be based upon the latest version of data published as of February each year. Prices shall be adjusted on April 1st. If an index is recoded,that is the replacement is a direct substitute according to the BLS, this Master Contract will instead use the recode. If an index becomes unavailable, Enterprise Services shall substitute a proxy index. If there is not a direct substitute,the next higher aggregate index available will be used.The economic adjustment shall be calculated as follows: New Price=Old Price x(Current Period Index/Base Period Index). 3. ECONOMIC PRICE ADJUSTMENT. Pursuant to Section 3.4 of the Master Contract Economic Price Adjustment using the Bureau of Labor Statistics Index for Truck and Bus Bodies, Series No. WPU 1413 to determine a price change,the prices set forth in the Exhibit B—Prices are increased by 15.00%. 4. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. 5. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment,this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 6. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 7. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. S. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. STATEWIDE CONTRACT No.06719 AMENDMENT No.03 Page 2 (Rev.2022-07-26) EXECUTED AND EFFECTIVE as of the day and date first above written. GILLIG LLC STATE OF WASHINGTON A CALIFORNIA LIMIT LIABILITY COM.' DEPARTMENT OF ENTERPRISE SERVICES i XelL. ec„.,-„,..7 ...4 I f / By: . .i 1 ( By: Name: WILLIAM F. FAY JR. Name: Kelli Carmony Title: VICE PRESIDENT SALES Title: Procurement Supervisor Date: MARCH 20, 2023 Date: 3/22/23 STATEWIDE CONTRACT No.06719 AMENDMENT NO.03 Page 3 (Rev.2022-07-26) State of Washington Contracts&Procurement Division CONTRACT AMENDMENT Department of Enterprise Services P.O. Box 41411 Contract No.: 06719-01 Olympia, WA 98504-1411 Gillig LLC Amendment No.: 4 451 Discovery Dr Livermore,CA 94551 Effective Date: April 1,2024 FOURTH AMENDMENT TO CONTRACT No. 06719-01 TRANSIT BUSES This fourth Amendment ("Amendment") to Contract No.06719-01 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency("Enterprise Services")and Gillig LLC.,a California limited liability company("Contractor") and is dated as of April 1,2024. RECITALS A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain Contract No.06719-01 for Transit Buses dated effective as of April 1, 2021 ("Contract"). B. The Parties previously amended the Contract 06719-01 as follows: a. First Amendment: to make an Economic Price Adjustment of 11.78% dated on June 1,2022. b. Second Amendment:to add goods and services for the Allison eGen Flex Hybrid Extended dated on February 1,2023. c. Third Amendment:to extend contract for an additional twelve (12) months, and to make an Economic price adjustment of 15%on April 1,2023. C. The amendment set forth herein is within the scope of the Contract. D. The Parties now desire to amend the Contract as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties thereby agree to amend the Contract,as previously amended, as follows: 1. CONTRACT TERM. Pursuant to Section 1 Term of the Contract,this Contract has been extended for an addition twelve (12) months,this extension term is until March 31, 2025. CONTRACT No.06719-01-AMENDMENT NO.4 Page 1 (Rev.2023-12-12) 2. ECONOMIC PRICE ADJUSTMENT. Pursuant to section 3.4 of the Master Contract,Economic Price Adjustment using the Bureau of Labor Statistics Index for Truck and Bus Bodies,Series No. WPU 1413 to determine a price change,the price set forth in the in the Exhibit B—Prices are increased by 7.15%. 3. NONDISCRIMINATION. The following provision is added as a new subsection at the end of Section 18 of the Contract(General Provision): 18.24. NONDISCRIMINATION. (a) Nondiscrimination Requirement. During the term of this Contract, Contractor, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, Contractor, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Contractor, or subcontractor, has a collective bargaining or other agreement. (b) Obligation to Cooperate. Contractor,including any subcontractor,shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3). (c) Default. Notwithstanding any provision to the contrary, Enterprise Services may suspend Contractor, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until Enterprise Services receives notification that Contractor, including any subcontractor,is cooperating with the investigating state agency. In the event Contractor, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), Enterprise Services may terminate this Contract in whole or in part,and Contractor, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. (d) Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Contractor, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original Contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60, RCW. Enterprise Services and/or Purchasers shall have the right to deduct from any monies due to Contractor or subcontractor, or that thereafter become due, an CONTRACT NO.06719-01-AMENDMENT No.4 Page 2 (Rev.2023-12-12) amount for damages Contractor or subcontractor will owe Enterprise Services and/or Purchasers for default under this provision. 4. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. 5. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment,this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 6. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution,delivery,and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 7. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 8. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. EXECUTED AND EFFECTIVE as of the day and date fi st above written. _ _ 1 GILLIf"i LLCM 1 STATE OF WASHINGTON A CALIFORNIA CO ANY I DEPARTMENT OF ENTERPRISE SERVICES Name: WILLIAM F. FAY JR. Name: Kelli Carmony Title: VICE PRESIDENT SALES Title: Procurement Supervisor Date: MARCH 14, 2024 Date: 3/18/2024 CONTRACT NO.06719-01-AMENDMENT NO.4 Page 3 (Rev.2023-12-12) State of Washington Contracts &Procurement Division CONTRACT AMENDMENT Department of Enterprise Services P.O. Box 41411 Contract No.: 06719 Olympia,WA 98504-1411 Gillig LLC Amendment No.: 5 451 Discovery Dr Livermore, CA 94551 Effective Date: 5/13/2024 FIFTH AMENDMENT TO CONTRACT No. 06719-01 TRANSIT BUSES—HEAVY DUTY This Fifth Amendment("Amendment") to Contract No.06719 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services,a Washington State governmental agency ("Enterprise Services") and Gillig LLC, a California Limited Liability Company ("Contractor") and is dated as of May 13,2024. RECITALS A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain Contract No.06719 for Transit Buses dated effective as of April 1, 2021("Contract"). B. The Parties previously amended the Contract as follows. a. First Amendment:to make an Economic Price Adjustment of 11.78%dated,June 1, 2022. b. Second Amendment: to add goods and services for the Allison eGen Flex Hybrid Extended,dated February 1, 2023. c. Third Amendment:to extend contract for an additional twelve (12) months, and to make an economic price adjustment of 15%, dated April 1,2023. d. Fourth Amendment: to extend contract for an additional twelve (12) months,to make an economic adjustment of 7.15%, and to add non-discrimination requirement 18.24, dated April 1,2024. C. The amendment set forth herein is within the scope of the Contract. D. The Parties now desire to amend the Contract as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract,as previously amended, as follows: CONTRACT No.06719-01-AMENDMENT No.5 Page 1 (Rev.2023-12-12) 1. ADVANCE PAYMENTS. Section 6.5 No Advance Payments is deleted in its entirety and replaced with the following: 6.5 Advance Payments. Participant and Contractor may agree to advance payments, provided that adequate security is made for the payments. Unless otherwise agreed between Participant and Contractor, security shall be in the form of a performance bond or letter of credit in the amount of the payment. 2. ADDED OPTIONS. Pursuant to section 3.6 of the Contract Goods and Services Addition,the parties agreed to add the Heliox Chargers in the attached Exhibit A to the options lists for 35 ft and 40 ft buses, at the prices in the attached exhibit A. 3. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and remains in full force and effect. 4. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment,this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 5. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution,delivery,and performance of this Amendment has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 6. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 7. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. / EXECUTED D EFFECTIVE as of the day and date first above written. GILLIG LLC, STATE OF WASHINGTON A CALIFORNIA IMITED LIABILITY OM DEPARTMENT OF ENTERPRISE SERVICES By: r By: ��icic �'LG� 442axett Name: WILLIAM F. FA Name: Michellee M Jemmott Title: VICE PRESIDENT SALES Title: Procurement Supervisor Date: MAY 15, 2024 Date: May 17, 2024 CONTRACT No.06719-01-AMENDMENT NO.5 Page 2 (Rev.2023-12-12) Exhibit A GILLIG April 26,2024 Washington State Department of Enterprise Services Ricky Vano, Transport Analyst 1500 Jefferson Street SE Olympia, WA 98501 RE: Master Contract No. 06719-01-Heliox Chargers for Battery Electric Buses Mr. yang, GILLIG proposes to amend the contract to reflect the addition of Heliox chargers for Battery Electric Buses. Proposed pricing for the Heiox chargers is as follows: Heliox Charger Model • Fast DC 50KW Mobile Charger $59,500.00 • Fast DC/DC 180KW Charger with(1) Plug-In Dispenser $129,987.00 • Fast DC/OC 360KW Single Port Charger Only $180,000.00 (No Dispenser Included) • Gantry Mounted Depot Inverted Pantograph(250A) $56,446.00 • Opportunity Charging Mast with Inverted Pantograph (600A) S255,000.00 For your convenience the prices quoted above nave been added to the attached Exhibit B 35ft (rows 392-396) and 40ft tabs (rows 390-394). The additions are highlighted in yew for easy identification. / RegaNN / i / : -Fay,Jr. Vice President Sales Phone:800-735-1500 Enclosures CC: Holly Piper, Director, Sales Operations Javier Hernandez, Jr. Director, National Sales Lee Petersen, Senior Pricing&Sales Contracts Manager Richard Bissell, NW Regional Sales Manager 0sr.L'vcry Ca•;4'55:'a E carr. Ea2 E-rz. CONTRACT NO.06719-01-AMENDMFNT No.5 Page 3 (Rev.2023-12-12) State of Washington Contracts & Procurement Division CONTRACT AMENDMENT Department of Enterprise Services P.O. Box 41411 Contract No.: 06719-01 Olympia, WA 98504-1411 Gillig LLC Amendment No.: 6 451 Discovery Dr Livermore, CA 94551 Effective Date: April 1, 2025 SIXTH AMENDMENT TO CONTRACT No. 06719-01 TRANSIT BUSES This sixth Amendment ("Amendment") to Contract No. 06719-01 is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency("Enterprise Services")and Gillig LLC.,a California limited liability company("Contractor") and is dated as of April 1,2025. RECITALS A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain Contract No. 06719-01 dated effective as of April 1, 2021 ("Contract"). B. The Parties previously amended the Contract as follows: (1) First Amendment: to make an Economic Price Adjustment of 11.78% on June 1, 2022; and (2) Second Amendment: to add goods and services for Allison eGen Flex Hybrid Extended date on February 1, 2023. (3) Third Amendment: to extend the contract for an additional twelve (12) months, and to make an Economic Price Adjustment of 15% on April 1, 2023. (4) Fourth Amendment: to extend the contract for an additional twelve (12) months, make an economic price adjustment of 7.15%, and add sub-section 18.24 Nondiscrimination on April 1, 2024. (5) Fifth Amendment: to include advance payment options for performance in section 6.5 on May 17, 2024. C. The amendment set forth herein is within the scope of the Contract. AGREEMENT Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree to amend the Contract, as previously amended, as follows: CONTRACT No.06719-01-AMENDMENT No.6 Page 1 (Rev.2024-06-24) 1. CONTRACT TERMS. Pursuant to Section 1 Term of the Contract,this contract has been extended for an additional twelve (12) months,this final extension term is until March 31, 2026. 2, ECONOMIC PRICE ADJUSTMENT. Pursuant to section 3.4, Economic Price Adjustment using the Bureau of Labor Statistics Index for Truck and Bus Bodies,Series No.WPU 1413 to determine a price change, the price set forth in Exhibit B—Prices are increased by 3.79%. Pursuant to section 3.1 of the Contract, the pricing for the goods/services is hereby amended by deleting the existing Exhibit B — Prices in its entirety and inserting the attached Exhibit B — Prices (effective April 1, 2025). These prices include the agreed economic adjustment from the Bureau of Labor and Statistics(BLS) index/indices: 3.79%. 3. CHANGE OTHER THAN AMENDMENT. Except as amended herein,the Contract is unaffected and remains in full force and effect. 4. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. In the event of any conflict between this Amendment and the Contract or any earlier amendment, this Amendment shall control and govern. This Amendment may not be modified except in writing signed by the Parties. 5, AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Amendment and that its execution, delivery, and performance of this Amendment has been fully authorized and approved,and that no further approvals or consents are required to bind such party. 6. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment or such other ancillary agreement for all purposes. 7. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original,and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Amendment. EXECUTED AND EFFECTIVE as of the day and date first above written. GILLIG LL t STATE OF WASHINGTON A CA FORMA COMP NY DEPARTMENT OF ENTERPRISE SERVICES By: By: Breann Aggers Name: WILLIAM F. FAY,JR. Name: BREANN AGGERS Title: VICE PRESIDENT,SALES Title: PROCUREMENT STRATEGIST Date: MARCH 19, 2025 _ Date: 04/03/25 CONTRACT No.06719-01-AMENDMENT NO.6 Page 2 (Rev.2024-06-24) Please see attached Exhibit B — Prices (effective April 1, 2025) CONTRACT No.06719-01-AMENDMENT No.6 Page 3 (Rev.2024-06-24)