Montebello City Council
June 8, 2022

Community Services Coordinator 13 $44,758 $55,896
Court Liaison 12 $43,666 $54,533
Custodian 7 $38,595 $48,199
Engineering Technician 22 $55,896 $69,807
Finance Technician 14 $45,877 $57,294
Fire Engineer 40 $87,179 $108,875
Fire Inspector 21 $54,533 $68,104
Firefighter 35 $77,054 $96,230
Human Resources Technician 27 $63,242 $78,980
Lead Finance Technician 23 $57,294 $71,552
Maintenance Worker 10 $41,562 $51,905
Parking Control Officer 12 $43,666 $54,533
Payroll Coordinator 24 $58,726 $73,341
Payroll Specialist 21 $54,533 $68,104
Permit Technician 17 $49,404 $61,699
Police Community Service Officer 16 $48,199 $60,194
Police Corporal 41 $89,359 $111,597
Police Dispatcher I 22 $55,896 $69,807
Police Dispatcher II 27 $63,242 $78,980
Police Officer 38 $82,979 $103,629
Police Records Technician 9 $40,548 $50,639
Property & Evidence Technician I 18 $50,639 $63,242
Public Information Coordinator 24 $58,726 $73,341
Public Safety Radio Technician 30 $68,104 $85,053
Public Works Inspector 27 $63,242 $78,980
Records Coordinator 22 $55,896 $69,807
Risk Management Assistant 12 $43,666 $54,533
Senior Building Inspector 31 $69,807 $87,179
Senior Finance Technician 21 $54,533 $68,104
Senior Permit Technician 21 $54,533 $68,104

SMART-TD

CLASSIFIED NON-MANAGEMENT
ANNUAL

MINIMUM
ANNUAL

MAXIMUM
Body Shop Mchanic (effective 1/3/21) $52,584 $67,116
Bus Operator (effective 1/3/21) $43,068 $54,972
Equipment Mechanic A (effective 1/3/21) $52,584 $67,116 Equipment Service Worker (effective 1/3/21) $37,092 $47,340 Storekeeper (eff 1/3/21) $45,288 $57,792

UNCLASSIFIED MANAGEMENT RANGE
ANNUAL

MINIMUM
ANNUAL

MAXIMUM
Accounting Manager 43 $93,883 $117,247
Accounting Supervisor 30 $68,104 $85,053
RESOLUTION NO. 22-44

Assistant City Manager * $190,740 $243,480
Assistant Director of Finance 55 $126,262 $157,684
Assistant Director of Fire 54 $123,182 $153,838
Assistant Director of Planning and Community Development 55 $126,262 $157,684 Assistant Director of Public Affairs 55 $126,262 $157,684 Assistant Director of Public Works 54 $123,182 $153,838 Assistant Director of Recreation & Community Services 51 $114,387 $142,854 Assistant Director of Transportation 54 $123,182 $153,838 Assistant Fire Chief 62 $150,086 $187,436
Assistant Police Chief 65 $161,626 $201,848
Associate Engineer 40 $87,179 $108,875
Building Maintenance Supervisor 30 $68,104 $85,053
Building Official 49 $108,875 $135,970
City Manager * $326,462.50 $326,462.50
Code Enforcement Manager 38 $82,979 $103,629
Construction Manager 48 $106,220 $132,654
Crime Prevention Supervisor 34 $75,175 $93,883
Deputy Director of Public Works 52 $117,247 $146,425
Deputy Director of Transportation 52 $117,247 $146,425
Deputy Fire Chief 58 $135,970 $169,808
Director of Finance * $162,768 $207,768
Director of Human Resources – Information Technology * $162,768 $207,768 Director of Planning & Community Development * $157,680 $201,276 Director of Public Works/City Engineer * $165,312 $211,020 Director of Recreation & Community Services * $152,592 $194,784 Director of Transportation * $159,372 $203,448
Dispatch Supervisor 32 $71,552 $89,359
Economic Development Manager 50 $111,597 $139,369
Finance Supervisor 32 $71,552 $89,359
Fire Chief * $178,032 $227,256
Fire Marshal 50 $111,597 $139,369
Fleet Maintenance Manager 44 $96,230 $120,178
Fleet Maintenance Supervisor 33 $73,341 $91,593
Fleet Services Manager 42 $91,593 $114,387
Fleet Services Supervisor 22 $55,896 $69,807
Grants & Project Administrator 36 $78,980 $98,636
Housing Manager 48 $106,220 $132,654
Human Resources Analyst 34 $75,175 $93,883
Human Resources Manager 48 $106,220 $132,654
Information Systems Manager 49 $108,875 $135,970
Information Systems Supervisor 39 $85,053 $106,220
Management Analyst 28 $64,823 $80,955
RESOLUTION NO. 22-44

Maintenance Manager 44 $96,230 $120,178
Office Manager 27 $63,242 $78,980
Park Maintenance Supervisor 30 $68,104 $85,053
Planner 35 $77,054 $96,230
Planning Manager 49 $108,875 $135,970
Police Chief * $182,268 $232,656
Police Records Supervisor 31 $69,807 $87,179
Principle Engineer 52 $117,247 $146,425
Public Information Officer 32 $71,552 $89,359
Public Safety Radio Supervisor 39 $85,053 $106,220
Public Works Inspector 27 $63,242 $78,980
Public Works Manager 37 $80,955 $101,101
Public Works Superintendent 41 $89,359 $111,597
Recreation Manager 35 $77,054 $96,230
Recreation Supervisor 29 $66,443 $82,979
Revenue Supervisor 30 $68,104 $85,053
Risk Management Analyst 30 $68,104 $85,053
Risk Manager 50 $111,597 $139,369
Senior Deputy City Clerk 39 $85,053 $106,220
Senior Economic Development Coordinator 34 $75,175 $93,883 Senior Human Resources Analyst 41 $89,359 $111,597
Senior Management Analyst 36 $78,980 $98,636
Senior Planner 41 $89,359 $111,597
Senior Procurement Analyst 33 $73,341 $91,593
Social Work Supervisor 38 $82,979 $103,629
Street Maintenance Supervisor 32 $71,552 $89,359
Superintendent/Facility Manager 38 $82,979 $103,629
Transit Administration Manager 45 $98,636 $123,182
Transit Assistant Manager 34 $75,175 $93,883
Transit Operations Manager 46 $101,101 $126,262
Transit Planner 28 $64,823 $80,955
Transit Supervisor 26 $61,699 $77,054
Warehouse Supervisor 26 $61,699 $77,054

UNCLASSIFIED NON-MANAGEMENT RANGES
ANNUAL

MINIMUM
ANNUAL

MAXIMUM
Accountant 26 $61,699 $77,054
Code Enforcement Coordinator 10 $41,562 $51,905
Code Enforcement Officer 25 $60,194 $75,175
Crime Analyst 32 $71,552 $89,359
Deputy City Clerk 24 $58,726 $73,341
RESOLUTION NO. 22-44

Economic Development Coordinator 26 $61,699 $77,054
Field Response Case Coordinator 11 $42,601 $53,203
Firefighter/Paramedic Trainee 21 $54,533 $68,104
Information Systems Analyst 34 $75,175 $93,883
Information Systems Technician 18 $50,639 $63,242
Police Trainee 21 $54,533 $68,104
Senior Accountant 35 $77,054 $96,230
Senior Administrative Assistant 13 $44,758 $55,896

HOURLY CLASSIFICATION
HOURLY

MINIMUM
HOURLY

MAXIMUM
Administrative Analyst 15.00 24.45
Administrative Secretary 18.55 23.41
Building Maintenance Tradeworker 15.92 20.31
Bus Operator 18.93 20.68
Clerical Assistant 15.00 18.33
Code Enforcement Technician 15.00 16.84
Community Services Aide - SYEP 15.00 14.00
Equipment Service Worker 15.00 19.11
Field Maintenance Worker 15.00 16.73
Fire Engineer 27.43 35.02
Fire Inspector 22.56 28.80
Heavy Duty Fire Equipment Mechanic 45.41 49.10
Human Resources Manager 42.22 51.32
Information Systems Specialist 15.00 18.33
Intern 15.00 18.33
Lifeguard 15.00 16.64
Maintenance Worker 15.92 20.31
Mechanic's Assistant 15.00 17.49
Park Ranger 15.00 19.30
Parking Control Officer 18.72 21.28
Police Cadet 15.14 19.33
Police Community Services Officer 15.00 16.66
Police Dispatcher 26.35 31.25
Police Officer 32.49 41.43
Police Trainee 18.99 24.06
Police Youth Program Coordinator 17.55 22.45
Pool Manager 16.66 20.00
Property & Evidence Technician 16.66 24.45
Public Works Manager 34.72 42.23
Recreation Leader I 15.00 16.22
Recreation Leader II 15.00 17.79
Recreation Leader III 15.00 18.75
RESOLUTION NO. 22-44

Recreation Leader IV 16.71 20.55
Risk Management Assistant 15.00 21.45
Secretary 15.00 17.90
Senior Lifeguard 16.15 18.27
Senior Project Manager 63.87 77.66
Transportation Revenue Coordinator 15.93 20.22
Transportation Specialist 15.00 24.45

*Executive Management classification salary ranges are determined by Resolution No.20-74, approved on September 9, 2020.

SECTION 2. That the City Clerk shall certify to the adoption of this resolution, shall distribute copies to the Director of Human Resources-Information Technology and the Director of Finance, and the resolution shall be in full force and effect as of July 1, 2022.

APPROVED AND ADOPTED this 8th day of June, 2022.

_______________________________
Kimberly A. Cobos-Cawthorne, Mayor

ATTEST: APPROVED AS TO FORM:

________________________________ _____________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-44 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 8th day of June, 2022 and that said Resolution was adopted by the following vote, to-wit:

RESOLUTION NO. 22-44

AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

EXHIBITS:
 Exhibit B1 – Salary Matrix
 Exhibit B2 – Maintenance Manager Classification
City of Montebello FY 2022-23
Salary Matrix
Salary
Range Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Step 7 Step 8 Step 9 Step 10 Salary Range
0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 0
1 $33,280 $34,112 $34,965 $35,839 $36,735 $37,653 $38,595 $39,559 $40,548 $41,562 1 HRLY $16.0000 $16.4000 $16.8100 $17.2303 $17.6610 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 BI-WEEKLY $1,280.0000 $1,312.0000 $1,344.8000 $1,378.4200 $1,412.8805 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 2 $34,112 $34,965 $35,839 $36,735 $37,653 $38,595 $39,559 $40,548 $41,562 $42,601 2 $16.4000 $16.8100 $17.2303 $17.6610 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $1,312.0000 $1,344.8000 $1,378.4200 $1,412.8805 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 3 $34,965 $35,839 $36,735 $37,653 $38,595 $39,559 $40,548 $41,562 $42,601 $43,666 3 $16.8100 $17.2303 $17.6610 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $1,344.8000 $1,378.4200 $1,412.8805 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 4 $35,839 $36,735 $37,653 $38,595 $39,559 $40,548 $41,562 $42,601 $43,666 $44,758 4 $17.2303 $17.6610 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $1,378.4200 $1,412.8805 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 5 $36,735 $37,653 $38,595 $39,559 $40,548 $41,562 $42,601 $43,666 $44,758 $45,877 5 $17.6610 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $1,412.8805 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 6 $37,653 $38,595 $39,559 $40,548 $41,562 $42,601 $43,666 $44,758 $45,877 $47,024 6 $18.1025 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $1,448.2025 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 7 $38,595 $39,559 $40,548 $41,562 $42,601 $43,666 $44,758 $45,877 $47,024 $48,199 7 $18.5551 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $1,484.4076 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 8 $39,559 $40,548 $41,562 $42,601 $43,666 $44,758 $45,877 $47,024 $48,199 $49,404 8 $19.0190 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $1,521.5178 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 9 $40,548 $41,562 $42,601 $43,666 $44,758 $45,877 $47,024 $48,199 $49,404 $50,639 9 $19.4944 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $1,559.5557 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 10 $41,562 $42,601 $43,666 $44,758 $45,877 $47,024 $48,199 $49,404 $50,639 $51,905 10 $19.9818 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $1,598.5446 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 11 $42,601 $43,666 $44,758 $45,877 $47,024 $48,199 $49,404 $50,639 $51,905 $53,203 11 $20.4814 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $1,638.5082 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 12 $43,666 $44,758 $45,877 $47,024 $48,199 $49,404 $50,639 $51,905 $53,203 $54,533 12 $20.9934 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $1,679.4709 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 13 $44,758 $45,877 $47,024 $48,199 $49,404 $50,639 $51,905 $53,203 $54,533 $55,896 13 $21.5182 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $26.8733 $1,721.4577 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 14 $45,877 $47,024 $48,199 $49,404 $50,639 $51,905 $53,203 $54,533 $55,896 $57,294 14 $22.0562 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $1,764.4941 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 15 $47,024 $48,199 $49,404 $50,639 $51,905 $53,203 $54,533 $55,896 $57,294 $58,726 15 $22.6076 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $1,808.6065 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 16 $48,199 $49,404 $50,639 $51,905 $53,203 $54,533 $55,896 $57,294 $58,726 $60,194 16 $23.1728 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $1,853.8217 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 17 $49,404 $50,639 $51,905 $53,203 $54,533 $55,896 $57,294 $58,726 $60,194 $61,699 17 $23.7521 $24.3459 $24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $1,900.1672 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 18 $50,639 $51,905 $53,203 $54,533 $55,896 $57,294 $58,726 $60,194 $61,699 $63,242 18 $24.3459
$24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $1,947.6714 $1,996.3632 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 19 $51,905 $53,203 $54,533 $55,896 $57,294 $58,726 $60,194 $61,699 $63,242 $64,823 19 $24.9545 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $1,996.36 $2,046.27 $2,097.43 $2,149.86 $2,203.61 $2,258.70 $2,315.17 $2,373.05 $2,432.37 $2,493.18 20 $53,203 $54,533 $55,896 $57,294 $58,726 $60,194 $61,699 $63,242 $64,823 $66,443 20 $25.5784 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $2,046.2722 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 21 $54,533 $55,896 $57,294 $58,726 $60,194 $61,699 $63,242 $64,823 $66,443 $68,104 21 $26.2179 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $2,097.4290 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 22 $55,896 $57,294 $58,726 $60,194 $61,699 $63,242 $64,823 $66,443 $68,104 $69,807 22 $26.8733 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $2,149.8648 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8865 23 $57,294 $58,726 $60,194 $61,699 $63,242 $64,823 $66,443 $68,104 $69,807 $71,552 23 $27.5451 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $34.4001 $2,203.6114 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8865 $2,752.0087 24 $58,726 $60,194 $61,699 $63,242 $64,823 $66,443 $68,104 $69,807 $71,552 $73,341 24 $28.2338 $28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $34.4001 $35.2601 $2,258.7017 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8865 $2,752.0087 $2,820.8089 25 $60,194 $61,699 $63,242 $64,823 $66,443 $68,104 $69,807 $71,552 $73,341 $75,175 25 Salary Range
]
EXHIBIT B1
City of Montebello FY 2022-23
Salary Matrix
Salary
Range Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Step 7 Step 8 Step 9 Step 10 Salary Range
Salary Range
$28.9396 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $34.400 1 $35.2601 $36.1416 $2,315.1692 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4 015 $2,684.8865 $2,752.0087 $2,820.8089 $2,891.3291 26 $61,699 $63,242 $64,823 $66,443 $68,104 $69,807 $71,552 $73,341 $75,1 75 $77,054 26 $29.6631 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $34.4001 $35.260 1 $36.1416 $37.0452 $2,373.0484 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8 865 $2,752.0087 $2,820.8089 $2,891.3291 $2,963.6123 27 $63,242 $64,823 $66,443 $68,104 $69,807 $71,552 $73,341 $75,175 $77,0 54 $78,980 27 $30.4047 $31.1648 $31.9439 $32.7425 $33.5611 $34.4001 $35.2601 $36.141 6 $37.0452 $37.9713 $2,432.3747 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8865 $2,752.0 087 $2,820.8089 $2,891.3291 $2,963.6123 $3,037.7026 28 $64,823 $66,443 $68,104 $69,807 $71,552 $73,341 $75,175 $77,054 $78,9 80 $80,955 28 $31.1648 $31.9439 $32.7425 $33.5611 $34.4001 $35.2601 $36.1416 $37.045 2 $37.9713 $38.9206 $2,493.1840 $2,555.5136 $2,619.4015 $2,684.8865 $2,752.0087 $2,820.8 089 $2,891.3291 $2,963.6123 $3,037.7026 $3,113.6452 29 $66,443 $68,104 $69,807 $71,552 $73,341 $75,175 $77,054 $78,980 $80,9 55 $82,979 29 $31.9439 $32.7425 $33.5611 $34.4001 $35.2601 $36.1416 $37.0452 $37.971 3 $38.9206 $39.8936 $2,555.5136 $2,619.4015 $2,684.8865 $2,752.0087 $2,820.8089 $2,891.3 291 $2,963.6123 $3,037.7026 $3,113.6452 $3,191.4863 30 $68,104 $69,807 $71,552 $73,341 $75,175 $77,054 $78,980 $80,955 $82,9 79 $85,053 30 $32.7425 $33.5611 $34.4001 $35.2601 $36.1416 $37.0452 $37.9713 $38.920 6 $39.8936 $40.8909 $2,619.4015 $2,684.8865 $2,752.0087 $2,820.8089 $2,891.3291 $2,963.6 123 $3,037.7026 $3,113.6452 $3,191.4863 $3,271.2735 31 $69,807 $71,552 $73,341 $75,175 $77,054 $78,980 $80,955 $82,979 $85,0 53 $87,179 31 $33.5611 $34.4001 $35.2601 $36.1416 $37.0452 $37.9713 $38.9206 $39.893 6 $40.8909 $41.9132 $2,684.8865 $2,752.0087 $2,820.8089 $2,891.3291 $2,963.6123 $3,037.7 026 $3,113.6452 $3,191.4863 $3,271.2735 $3,353.0553 32 $71,552 $73,341 $75,175 $77,054 $78,980 $80,955 $82,979 $85,053 $87,1 79 $89,359 32 $34.4001 $35.2601 $36.1416 $37.0452 $37.9713 $38.9206 $39.8936 $40.890 9 $41.9132 $42.9610 $2,752.0087 $2,820.8089 $2,891.3291 $2,963.6123 $3,037.7026 $3,113.6 452 $3,191.4863 $3,271.2735 $3,353.0553 $3,436.8817 33 $73,341 $75,175 $77,054 $78,980 $80,955 $82,979 $85,053 $87,179 $89,3 59 $91,593 33 $35.2601 $36.1416 $37.0452 $37.9713 $38.9206 $39.8936 $40.8909 $41.913 2 $42.9610 $44.0350 $2,820.8089 $2,891.3291 $2,963.6123 $3,037.7026 $3,113.6452 $3,191.4 863 $3,271.2735 $3,353.0553 $3,436.8817 $3,522.8038 34 $75,175 $77,054 $78,980 $80,955 $82,979 $85,053 $87,179 $89,359 $91,5 93 $93,883 34 $36.1416 $37.0452 $37.9713 $38.9206 $39.8936 $40.8909 $41.9132 $42.961 0 $44.0350 $45.1359 $2,891.3291 $2,963.6123 $3,037.7026 $3,113.6452 $3,191.4863 $3,271.2 735 $3,353.0553 $3,436.8817 $3,522.8038 $3,610.8738 35 $77,054 $78,980 $80,955 $82,979 $85,053 $87,179 $89,359 $91,593 $93,8 83 $96,230 35 $37.0452 $37.9713 $38.9206 $39.8936 $40.8909 $41.9132 $42.9610 $44.035 0 $45.1359 $46.2643 $2,963.6123 $3,037.7026 $3,113.6452 $3,191.4863 $3,271.2735 $3,353.0 553 $3,436.8817 $3,522.8038 $3,610.8738 $3,701.1457 36 $78,980 $80,955 $82,979 $85,053 $87,179 $89,359 $91,593 $93,883 $96,2 30 $98,636 36 $37.9713 $38.9206 $39.8936 $40.8909 $41.9132 $42.9610 $44.0350 $45.135 9 $46.2643 $47.4209 $3,037.7026 $3,113.6452 $3,191.4863 $3,271.2735 $3,353.0553 $3,436.8 817 $3,522.8038 $3,610.8738 $3,701.1457 $3,793.6743 37 $80,955 $82,979 $85,053 $87,179 $89,359 $91,593 $93,883 $96,230 $98,6 36 $101,101 37 $38.9206 $39.8936 $40.8909 $41.9132 $42.9610 $44.0350 $45.1359 $46.264 3 $47.4209 $48.6065 $3,113.6452 $3,191.4863 $3,271.2735 $3,353.0553 $3,436.8817 $3,522.8 038 $3,610.8738 $3,701.1457 $3,793.6743 $3,888.5162 38 $82,979 $85,053 $87,179 $89,359 $91,593 $93,883 $96,230 $98,636 $101, 101 $103,629 38 $39.8936 $40.8909 $41.9132 $42.9610 $44.0350 $45.1359 $46.2643 $47.420 9 $48.6065 $49.8216 $3,191.49 $3,271.27 $3,353.06 $3,436.88 $3,522.80 $3,610.87 $3,701.15 $3,793.67 $3,888.52 $3,985.7291 39 $85,053 $87,179 $89,359 $91,593 $93,883 $96,230 $98,636 $101,101 $103 ,629 $106,220 39 $40.8909 $41.9132 $42.9610 $44.0350 $45.1359 $46.2643 $47.4209 $48.606 5 $49.8216 $51.0672 $3,271.2735 $3,353.0553 $3,436.8817 $3,522.8038 $3,610.8738 $3,701.1 457 $3,793.6743 $3,888.5162 $3,985.7291 $4,085.3723 40 $87,179 $89,359 $91,593 $93,883 $96,230 $98,636 $101,101 $103,629 $10 6,220 $108,875 40 $41.9132 $42.9610 $44.0350 $45.1359 $46.2643 $47.4209 $48.6065 $49.821 6 $51.0672 $52.3438 $3,353.0553 $3,436.8817 $3,522.8038 $3,610.8738 $3,701.1457 $3,793.6 743 $3,888.5162 $3,985.7291 $4,085.3723 $4,187.5066 41 $89,359 $91,593 $93,883 $96,230 $98,636 $101,101 $103,629 $106,220 $1 08,875 $111,597 41 $42.9610 $44.0350 $45.1359 $46.2643 $47.4209 $48.6065 $49.8216 $51.067 2 $52.3438 $53.6524 $3,436.8817 $3,522.8038 $3,610.8738 $3,701.1457 $3,793.6743 $3,888.5 162 $3,985.7291 $4,085.3723 $4,187.5066 $4,292.1943 42 $91,593 $93,883 $96,230 $98,636 $101,101 $103,629 $106,220 $108,875 $ 111,597 $114,387 42 $44.0350 $45.1359 $46.2643 $47.4209 $48.6065 $49.8216 $51.0672 $52.343 8 $53.6524 $54.9937 $3,522.8038 $3,610.8738 $3,701.1457 $3,793.6743 $3,888.5162 $3,985.7 291 $4,085.3723 $4,187.5066 $4,292.1943 $4,399.4992 43 $93,883 $96,230 $98,636 $101,101 $103,629 $106,220 $108,875 $111,597 $114,387 $117,247 43 $45.1359 $46.2643 $47.4209 $48.6065 $49.8216 $51.0672 $52.3438 $53.652 4 $54.9937 $56.3686 $3,610.8738 $3,701.1457 $3,793.6743 $3,888.5162 $3,985.7291 $4,085.3 723 $4,187.5066 $4,292.1943 $4,399.4992 $4,509.4866 44 $96,230 $98,636 $101,101 $103,629 $106,220 $108,875 $111,597 $114,38 7 $117,247 $120,178 44 $46.2643 $47.4209 $48.6065 $49.8216 $51.0672 $52.3438 $53.6524 $54.993 7 $56.3686 $57.7778 $3,701.1457 $3,793.6743 $3,888.5162 $3,985.7291 $4,085.3723 $4,187.5 066 $4,292.1943 $4,399.4992 $4,509.4866 $4,622.2238 45 $98,636 $101,101 $103,629 $106,220 $108,875 $111,597 $114,387 $117,2 47 $120,178 $123,182 45 $47.4209 $48.6065 $49.8216 $51.0672 $52.3438 $53.6524 $54.9937 $56.368 6 $57.7778 $59.2222 $3,793.6743 $3,888.5162 $3,985.7291 $4,085.3723 $4,187.5066 $4,292.1 943 $4,399.4992 $4,509.4866 $4,622.2238 $4,737.7794 46 $101,101 $103,629 $106,220 $108,875 $111,597 $114,387 $117,247 $120, 178 $123,182 $126,262 46 $48.6065 $49.8216 $51.0672 $52.3438 $53.6524 $54.9937 $56.3686 $57.777 8 $59.2222 $60.7028 $3,888.5162 $3,985.7291 $4,085.3723 $4,187.5066 $4,292.1943 $4,399.4 992 $4,509.4866 $4,622.2238 $4,737.7794 $4,856.2239 47 $103,629 $106,220 $108,875 $111,597 $114,387 $117,247 $120,178 $123, 182 $126,262 $129,418 47 $49.8216 $51.0672 $52.3438 $53.6524 $54.9937 $56.3686 $57.7778 $59.222 2 $60.7028 $62.2204 $3,985.7291 $4,085.3723 $4,187.5066 $4,292.1943 $4,399.4992 $4,509.4 866 $4,622.2238 $4,737.7794 $4,856.2239 $4,977.6295 48 $106,220 $108,875 $111,597 $114,387 $117,247 $120,178 $123,182 $126, 262 $129,418 $132,654 48 $51.0672 $52.3438 $53.6524 $54.9937 $56.3686 $57.7778 $59.2222 $60.702 8 $62.2204 $63.7759 $4,085.3723 $4,187.5066 $4,292.1943 $4,399.4992 $4,509.4866 $4,622.2 238 $4,737.7794 $4,856.2239 $4,977.6295 $5,102.0702 49 $108,875 $111,597 $114,387 $117,247 $120,178 $123,182 $126,262 $129, 418 $132,654 $135,970 49 $52.3438 $53.6524 $54.9937 $56.3686 $57.7778 $59.2222 $60.7028 $62.220 4 $63.7759 $65.3703 $4,187.5066 $4,292.1943 $4,399.4992 $4,509.4866 $4,622.2238 $4,737.7 794 $4,856.2239 $4,977.6295 $5,102.0702 $5,229.6220 50 $111,597 $114,387 $117,247 $120,178 $123,182 $126,262 $129,418 $132, 654 $135,970 $139,369 50 $53.6524 $54.9937 $56.3686 $57.7778 $59.2222 $60.7028 $62.2204 $63.775 9 $65.3703 $67.0045 $4,292.1943 $4,399.4992 $4,509.4866 $4,622.2238 $4,737.7794 $4,856.2 239 $4,977.6295 $5,102.0702 $5,229.6220 $5,360.3625 51 $114,387 $117,247 $120,178 $123,182 $126,262 $129,418 $132,654 $135, 970 $139,369 $142,854 51 $54.9937 $56.3686 $57.7778 $59.2222 $60.7028 $62.2204 $63.7759 $65.370 3 $67.0045 $68.6796 $4,399.4992 $4,509.4866 $4,622.2238 $4,737.7794 $4,856.2239 $4,977.6 295 $5,102.0702 $5,229.6220 $5,360.3625 $5,494.3716 52 $117,247 $120,178 $123,182 $126,262 $129,418 $132,654 $135,970 $139, 369 $142,854 $146,425 52 $56.3686 $57.7778 $59.2222 $60.7028 $62.2204 $63.7759 $65.3703 $67.004 5 $68.6796 $70.3966 $4,509.4866 $4,622.2238 $4,737.7794 $4,856.2239 $4,977.6295 $5,102.0 702 $5,229.6220 $5,360.3625 $5,494.3716 $5,631.7309 53 $120,178 $123,182 $126,262 $129,418 $132,654 $135,970 $139,369 $142, 854 $146,425 $150,086 53 $57.7778 $59.2222 $60.7028 $62.2204 $63.7759 $65.3703 $67.0045 $68.679 6 $70.3966 $72.1566 ]
City of Montebello FY 2022-23
Salary Matrix
Salary
Range Step 1 Step 2 Step 3 Step 4 Step 5 Step 6 Step 7 Step 8 Step 9 Step 10 Salary Range
Salary Range
$4,622.2238 $4,737.7794 $4,856.2239 $4,977.6295 $5,102.0702 $5,229.6 220 $5,360.3625 $5,494.3716 $5,631.7309 $5,772.5242 54 $123,182 $126,262 $129,418 $132,654 $135,970 $139,369 $142,854 $146, 425 $150,086 $153,838 54 $59.2222 $60.7028 $62.2204 $63.7759 $65.3703 $67.0045 $68.6796 $70.396 6 $72.1566 $73.9605 $4,737.7794 $4,856.2239 $4,977.6295 $5,102.0702 $5,229.6220 $5,360.3 625 $5,494.3716 $5,631.7309 $5,772.5242 $5,916.8373 55 $126,262 $129,418 $132,654 $135,970 $139,369 $142,854 $146,425 $150, 086 $153,838 $157,684 55 $60.7028 $62.2204 $63.7759 $65.3703 $67.0045 $68.6796 $70.3966 $72.156 6 $73.9605 $75.8095 $4,856.2239 $4,977.6295 $5,102.0702 $5,229.6220 $5,360.3625 $5,494.3 716 $5,631.7309 $5,772.5242 $5,916.8373 $6,064.7582 56 $129,418 $132,654 $135,970 $139,369 $142,854 $146,425 $150,086 $153, 838 $157,684 $161,626 56 $62.2204 $63.7759 $65.3703 $67.0045 $68.6796 $70.3966 $72.1566 $73.960 5 $75.8095 $77.7047 $4,977.6295 $5,102.0702 $5,229.6220 $5,360.3625 $5,494.3716 $5,631.7 309 $5,772.5242 $5,916.8373 $6,064.7582 $6,216.3771 57 $132,654 $135,970 $139,369 $142,854 $146,425 $150,086 $153,838 $157, 684 $161,626 $165,666 57 $63.7759 $65.3703 $67.0045 $68.6796 $70.3966 $72.1566 $73.9605 $75.809 5 $77.7047 $79.6473 $5,102.0702 $5,229.6220 $5,360.3625 $5,494.3716 $5,631.7309 $5,772.5 242 $5,916.8373 $6,064.7582 $6,216.3771 $6,371.7866 58 $135,970 $139,369 $142,854 $146,425 $150,086 $153,838 $157,684 $161, 626 $165,666 $169,808 58 $65.3703 $67.0045 $68.6796 $70.3966 $72.1566 $73.9605 $75.8095 $77.704 7 $79.6473 $81.6385 $5,229.6220 $5,360.3625 $5,494.3716 $5,631.7309 $5,772.5242 $5,916.8 373 $6,064.7582 $6,216.3771 $6,371.7866 $6,531.0812 59 $139,369 $142,854 $146,425 $150,086 $153,838 $157,684 $161,626 $165, 666 $169,808 $174,053 59 $67.0045 $68.6796 $70.3966 $72.1566 $73.9605 $75.8095 $77.7047 $79.647 3 $81.6385 $83.6795 $5,360.3625 $5,494.3716 $5,631.7309 $5,772.5242 $5,916.8373 $6,064.7 582 $6,216.3771 $6,371.7866 $6,531.0812 $6,694.3583 60 $142,854 $146,425 $150,086 $153,838 $157,684 $161,626 $165,666 $169, 808 $174,053 $178,405 60 $68.6796 $70.3966 $72.1566 $73.9605 $75.8095 $77.7047 $79.6473 $81.638 5 $83.6795 $85.7715 $5,494.3716 $5,631.7309 $5,772.5242 $5,916.8373 $6,064.7582 $6,216.3 771 $6,371.7866 $6,531.0812 $6,694.3583 $6,861.7172 61 $146,425 $150,086 $153,838 $157,684 $161,626 $165,666 $169,808 $174, 053 $178,405 $182,865 61 $70.3966 $72.1566 $73.9605 $75.8095 $77.7047 $79.6473 $81.6385 $83.679 5 $85.7715 $87.9158 $5,631.7309 $5,772.5242 $5,916.8373 $6,064.7582 $6,216.3771 $6,371.7 866 $6,531.0812 $6,694.3583 $6,861.7172 $7,033.2602 62 $150,086 $153,838 $157,684 $161,626 $165,666 $169,808 $174,053 $178, 405 $182,865 $187,436 62 $72.1566 $73.9605 $75.8095 $77.7047 $79.6473 $81.6385 $83.6795 $85.771 5 $87.9158 $90.1136 $5,772.5242 $5,916.8373 $6,064.7582 $6,216.3771 $6,371.7866 $6,531.0 812 $6,694.3583 $6,861.7172 $7,033.2602 $7,209.0917 63 $153,838 $157,684 $161,626 $165,666 $169,808 $174,053 $178,405 $182, 865 $187,436 $192,122 63 $73.9605 $75.8095 $77.7047 $79.6473 $81.6385 $83.6795 $85.7715 $87.915 8 $90.1136 $92.3665 $5,916.8373 $6,064.7582 $6,216.3771 $6,371.7866 $6,531.0812 $6,694.3 583 $6,861.7172 $7,033.2602 $7,209.0917 $7,389.3189 64 $157,684 $161,626 $165,666 $169,808 $174,053 $178,405 $182,865 $187, 436 $192,122 $196,925 64 $75.8095 $77.7047 $79.6473 $81.6385 $83.6795 $85.7715 $87.9158 $90.113 6 $92.3665 $94.6756 $6,064.7582 $6,216.3771 $6,371.7866 $6,531.0812 $6,694.3583 $6,861.7 172 $7,033.2602 $7,209.0917 $7,389.3189 $7,574.0519 65 $161,626 $165,666 $169,808 $174,053 $178,405 $182,865 $187,436 $192, 122 $196,925 $201,848 65 $77.7047 $79.6473 $81.6385 $83.6795 $85.7715 $87.9158 $90.1136 $92.366 5 $94.6756 $97.0425 $6,216.3771 $6,371.7866 $6,531.0812 $6,694.3583 $6,861.7172 $7,033.2 602 $7,209.0917 $7,389.3189 $7,574.0519 $7,763.4032 66 $165,666 $169,808 $174,053 $178,405 $182,865 $187,436 $192,122 $196, 925 $201,848 $206,895 66 $79.6473 $81.6385 $83.6795 $85.7715 $87.9158 $90.1136 $92.3665 $94.675 6 $97.0425 $99.4686 $6,371.7866 $6,531.0812 $6,694.3583 $6,861.7172 $7,033.2602 $7,209.0 917 $7,389.3189 $7,574.0519 $7,763.4032 $7,957.4883 67 $169,808 $174,053 $178,405 $182,865 $187,436 $192,122 $196,925 $201, 848 $206,895 $212,067 67 $81.6385 $83.6795 $85.7715 $87.9158 $90.1136 $92.3665 $94.6756 $97.042 5 $99.4686 $101.9553 $6,531.0812 $6,694.3583 $6,861.7172 $7,033.2602 $7,209.0917 $7,389.3 189 $7,574.0519 $7,763.4032 $7,957.4883 $8,156.4255 68 $174,053 $178,405 $182,865 $187,436 $192,122 $196,925 $201,848 $206, 895 $212,067 $217,369 68 $83.6795 $85.7715 $87.9158 $90.1136 $92.3665 $94.6756 $97.0425 $99.468 6 $101.9553 $104.5042 $6,694.3583 $6,861.7172 $7,033.2602 $7,209.0917 $7,389.3189 $7,574.0 519 $7,763.4032 $7,957.4883 $8,156.4255 $8,360.3361 69 $178,405 $182,865 $187,436 $192,122 $196,925 $201,848 $206,895 $212, 067 $217,369 $222,803 69 $85.7715 $87.9158 $90.1136 $92.3665 $94.6756 $97.0425 $99.4686 $101.95 53 $104.5042 $107.1168 $6,861.7172 $7,033.2602 $7,209.0917 $7,389.3189 $7,574.0519 $7,763.4 032 $7,957.4883 $8,156.4255 $8,360.3361 $8,569.3445 70 $182,865 $187,436 $192,122 $196,925 $201,848 $206,895 $212,067 $217, 369 $222,803 $228,373 70 $87.9158 $90.1136 $92.3665 $94.6756 $97.0425 $99.4686 $101.9553 $104.5 042 $107.1168 $109.7947 $7,033.2602 $7,209.0917 $7,389.3189 $7,574.0519 $7,763.4032 $7,957.4 883 $8,156.4255 $8,360.3361 $8,569.3445 $8,783.5782 71 $187,436 $192,122 $196,925 $201,848 $206,895 $212,067 $217,369 $222, 803 $228,373 $234,082 71 $90.1136 $92.3665 $94.6756 $97.0425 $99.4686 $101.9553 $104.5042 $107. 1168 $109.7947 $112.5396 $7,209.0917 $7,389.3189 $7,574.0519 $7,763.4032 $7,957.4883 $8,156.4 255 $8,360.3361 $8,569.3445 $8,783.5782 $9,003.1676 72 $192,122 $196,925 $201,848 $206,895 $212,067 $217,369 $222,803 $228, 373 $234,082 $239,934 72 $92.3665 $94.6756 $97.0425 $99.4686 $101.9553 $104.5042 $107.1168 $109 .7947 $112.5396 $115.3531 $7,389.3189 $7,574.0519 $7,763.4032 $7,957.4883 $8,156.4255 $8,360.3 361 $8,569.3445 $8,783.5782 $9,003.1676 $9,228.2468 73 $196,925 $201,848 $206,895 $212,067 $217,369 $222,803 $228,373 $234, 082 $239,934 $245,933 73 $94.6756 $97.0425 $99.4686 $101.9553 $104.5042 $107.1168 $109.7947 $11 2.5396 $115.3531 $118.2369 $7,574.0519 $7,763.4032 $7,957.4883 $8,156.4255 $8,360.3361 $8,569.3 445 $8,783.5782 $9,003.1676 $9,228.2468 $9,458.9530 74 $201,848 $206,895 $212,067 $217,369 $222,803 $228,373 $234,082 $239, 934 $245,933 $252,081 74 $97.0425 $99.4686 $101.9553 $104.5042 $107.1168 $109.7947 $112.5396 $1 15.3531 $118.2369 $121.1928 $7,763.4032 $7,957.4883 $8,156.4255 $8,360.3361 $8,569.3445 $8,783.5 782 $9,003.1676 $9,228.2468 $9,458.9530 $9,695.4268 75 $206,895 $212,067 $217,369 $222,803 $228,373 $234,082 $239,934 $245, 933 $252,081 $258,383 75 $99.4686 $101.9553 $104.5042 $107.1168 $109.7947 $112.5396 $115.3531 $ 118.2369 $121.1928 $124.2227 $7,957.4883 $8,156.4255 $8,360.3361 $8,569.3445 $8,783.5782 $9,003.1 676 $9,228.2468 $9,458.9530 $9,695.4268 $9,937.8125 76 $212,067 $217,369 $222,803 $228,373 $234,082 $239,934 $245,933 $252, 081 $258,383 $264,843 76 $101.9553 $104.5042 $107.1168 $109.7947 $112.5396 $115.3531 $118.2369 $121.1928 $124.2227 $127.3282 $8,156.4255 $8,360.3361 $8,569.3445 $8,783.5782 $9,003.1676 $9,228.2 468 $9,458.9530 $9,695.4268 $9,937.8125 $10,186.2578 77 $217,369 $222,803 $228,373 $234,082 $239,934 $245,933 $252,081 $258, 383 $264,843 $271,464 77 $104.5042 $107.1168 $109.7947 $112.5396 $115.3531 $118.2369 $121.1928 $124.2227 $127.3282 $130.5114 $8,360.336 $8,569.345 $8,783.578 $9,003.168 $9,228.247 $9,458.953 $9, 695.427 $9,937.812 $10,186.258 $10,440.9142 78 $222,803 $228,373 $234,082 $239,934 $245,933 $252,081 $258,383 $264, 843 $271,464 $278,250 78 $107.1168 $109.7947 $112.5396 $115.3531 $118.2369 $121.1928 $124.2227 $127.3282 $130.5114 $133.7742 $8,569.3445 $8,783.5782 $9,003.1676 $9,228.2468 $9,458.9530 $9,695.4 268 $9,937.8125 $10,186.2578 $10,440.9142 $10,701.9371 79 $228,373 $234,082 $239,934 $245,933 $252,081 $258,383 $264,843 $271, 464 $278,250 $285,207 79 $109.7947 $112.5396 $115.3531 $118.2369 $121.1928 $124.2227 $127.3282 $130.5114 $133.7742 $137.1186 $8,783.5782 $9,003.1676 $9,228.2468 $9,458.9530 $9,695.4268 $9,937.8 125 $10,186.2578 $10,440.9142 $10,701.9371 $10,969.4855 80 $234,082 $239,934 $245,933 $252,081 $258,383 $264,843 $271,464 $278, 250 $285,207 $292,337 80 ]
EXHIBIT B2

CITY OF MONTEBELLO XXXX

Maintenance Manager

DEFINITION
Under general supervision, plans, organizes, and directs the staff and activities of the Facility and Support Shops section of Montebello Bus Lines, and coordinates and directs facilities -related capital projects, as well as acquisition and implementation of maintenance -related equipment, resource oversight, and facility and vehicle cleanliness. This specific position will oversee the Warehouse, Fleet Services, and Facility Maintenance functions and performance.

MANAGEMENT RESPONSIBILITY
This classification has management-level responsibility for the Facility and Support Shops section, including the supervision of unit supervisors and all subordinate staff.

EXAMPLES OF DUTIES
Duties/functions may include, but are not limited to, the following tasks: Manages, prioritizes, and directs the scheduling and work activities of reporting staff; participates in decision making regarding personnel issues; develops, communicates, and monitors staff adherence to departmental policies, as well as state and federal rules and regulations. Interprets and applies all pertinent provisions of the Memorandum of Understanding (MOU); counsels staff regarding work performance and participates in the disciplinary process. Designs, implements, and monitors programs and plans for preventive maintenance, equipment replacement, and energy management for all of the facility. Develops and reviews the operating budget of the section and monitors all expenditures. Manages capital and special projects, including outside vendors and contractors; develops project budgets and tracks compliance expenditures; reviews and approves special requisitions and payments, including billings for materials, supplies, and services. Consults with the procurement and budget teams to develop multi-year contracts for maintenance, services, and construction. Provides consultation and technical assistance to executive staff, management teams, and other internal and external departments.

Inspects work sites periodically and recommends, initiates, and monitors remedial action when required.

Coordinates the approval and permit processes required by local, regional, and state jurisdictions and regulatory agencies; and travels to attend and address agency meetings. Performs related duties as required.

SPECIAL REQUIREMENTS
Possession of an appropriate California driver's license.

EMPLOYMENT STANDARDS
The desired candidate will possess the following:
 Versed in principles and methods of supervision, including training, motivation, team building, and conflict resolution;
 Knowledge of programs for preventative maintenance, equipment replacement, and energy maintenance;
 General understanding of project and property management principles and practices, environmental regulations, and safety standards.

and
Ability to:
 Effectively organize, manage, and monitor staff, contractors, consultants, and expenditures for various construction projects, as well as assigned Maintenance functions;
 Research the facility’s maintenance needs, compile and analyze information related to complex programs, evaluate the impact and cost-effectiveness of alternative concepts and approaches, and write complete, concise, and coherent reports with recommendations;
 Accurately interpret, implement, and stay current with changing construction and facilities maintenance costs, methods and practices, state and federal rules and regulations related to facilities maintenance such as environmental regulations,  Develop department and special project goals and priorities;  Develop and monitor capital budget plans and monitor expenses;  Exercise sound independent judgment;
 Communicate effectively both orally and in writing;
 Develop effective and collaborative working relationships with subordinate staff, fellow managers, and supervisors using principles of good customer service.

Training and Experience: Any combination of training and experience which would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and skills would be:

Education: College coursework from an accredited college or university in business or public administration or a closely related field is highly desirable.

Work Background: Four years of progressively responsible supervisory experience in facilities maintenance, preferably within the Transit field.

XXXX 2022

ATTACHMENT C

RESOLUTION NO. 22-45

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO, CALIFORNIA , ESTABLISHING AN

APPROPRIATIONS LIMIT IN ACCORDANCE WITH CALIFORNIA
GOVERNMENT CODE, SECTION 7910

RECITALS

WHEREAS, Article XIII -B of the California State Consti tution, informally known as the “Gann Appropriations Limit,” provides limits regarding the total amount of appropriations in any fiscal year from “The Proceeds of Taxes;” and,

WHEREAS, The Article further provides that appropriations from designated reserve funds are not appropriations from the proceeds of taxes; and,

WHEREAS, Section 7910 of the Government Code, added in 1980 by the State Legislature, provides that “each year the governing body of each local jurisdiction shall by resolution establish its appropriations limit for the following year.”

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
MONTEBELLO DOES RESOLVE AS FOLLOWS:

SECTION 1. The Fiscal Year 2021-22 appropriations limit was $55,487,742.

SECTION 2. The Fiscal Year 2022-23 appropriations limit is $ 59,139,973 calculated as shown on the worksheet attached hereto and known as Exhibit A.

SECTION 3. The Fiscal Year 2022-23 appropriations subject to the above limit are $39,620,398 and is within the limit calculated as shown on Exhibit B.

SECTION 4. That the City Clerk shall certify to the adoption of this resolution and the same shall be in full force and effect.

APPROVED AND ADOPTED this 8th day of June, 2022.

_______________________________
Kimberly A. Cobos-Cawthorne, Mayor

RESOLUTION NO. 22-45

ATTEST: APPROVED AS TO FORM:

________________________________ _______________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-45 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 8th day of June, 2022 and that said Resolution was adopted by the following vote, to - wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened a nd held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

EXHIBITS:
 Exhibit C1 – GANN Limit Calculation
 Exhibit C2 – GANN Limit Calculation

AMOUNT
A. LAST YEAR'S LIMIT 55,487,742
B. ADJUSTMENT FACTOR

1. Population % 99.10

2. Inflation % 107.55
Total Adjustment % 106.58
C. ANNUAL ADJUSTMENT $ 3,652,231
D. OTHER ADJUSTMENTS:

Lost Responsibility (-)
Transfer to Private (-)
Transfer to Fees (-)
Assumed Responsibility (+)
Sub-total -
E. TOTAL ADJUSTMENT
S 3,652,231
F. THIS YEAR'S LIMIT 59,139,973
City of Montebello
Gann Limit Calculation

EXHIBIT A
EXHIBIT C1
AMOUNT
A. PROCEEDS OF TAXES 39,620,398
B. EXCLUSIONS 0
C. APPROPRIATIONS SUBJECT TO LIMITATION 39,620,398
D. CURRENT YEAR LIMIT 59,139,973
E. OVER/(UNDER) LIMIT (19,519,575)
City of Montebello
Gann Limit Calculation
Appropriations Subject to Limitation, EXHIBIT B
EXHIBIT C2
Fund/Funding
Source Project Description Project # Amount
Gas Tax (Fund 200)
Various Street Improvement Project CP 851 300,000
Bluff Road Slope Stabilization CP 901 1, 000,000
Annual Concrete Repair Program CP 891 500,000
Annual Concrete Repair Program CP 891 200,000 c Slurry Seal Project FY 21-22 CP 892 300,000 c Annual Signal Maintenance 280,000
Project Closeouts (Various) 50,000
Signs, Hardware, Asphalt 110,000
2,740,000
Proposition A (Fund 210)
Transit Yard Relocation 700,000
Garfield Avenue/Via Campo Bus Turnout CP 890 500,000
Garfield Avenue/Via Campo Bus Turnout CP 890 527,527
Green Line Station (Capital Reserve) 4,000,000
5,727,527
Proposition C (Fund 215)
Self Evaluationn Report/ADA Transition Plan 87,655
Various Intersection Improvements CP 851 200,000
Various Intersection Improvements CP 851 415,000 c Traffic Signal Maintenance Project CP 902 200,000
San Gabriel Valley COG 30,000
Gateway COG 30,000
Debt Service (Series 2019A) 709,600
1,672,255
Measure M (Fund 222)
Lincoln Avenue (Montebello to 18th Street) CP 903 600,000 Slurry Seal Project FY 22-23 CP 904 250,000
Slurry Seal Project FY 21-22 CP 892 100,000
Traffic Signal Maintenance Project CP 902 200,000
Debt Service (Series 2019A) 598,500
1,748,500
Measure R (Fund 220)
Various Intersection Improvements CP 851 85,000
Lincoln Avenue (Montebello to 18th Street) CP 903 500,000 Slurry Seal Project FY 22-23 CP 904 250,000
Annual Concrete Repair Program CP 891 400,000
Annual Concrete Repair Program CP 891 103,453 c Debt Service (Series 2019B ) 528,100
1,866,553
City of Montebello
Capital Improvement Program (CIP)
Project Listing Detail
FY 2022-23 Budget

Fund/Funding
Source Project Description Project # Amount
City of Montebello
Capital Improvement Program (CIP)
Project Listing Detail
FY 2022-23 Budget
Meausre W (Fund 229)
Citywide Catch Basin Connection CP 877 20,000 c East LA Sustinable Storm Water Project 900,000
920,000
Road Maintenance and Rehabiliation Account (RMRA/SB1) (Fund 201) Olympic Blvd Feasibility Study CP 905 300,000
HYRAP Streets Project CP 897 2,000,000
Beach Street Pavement Rehab CP 883 350,000
Annual Concrete Repair Program CP 891 500,000
3,150,000
TDA-3 (Fund 223)
Lincoln Avenue (Montebello to 18th Street) CP 903 50,000 Annual Concrete Repair Program CP 891 46,547
96,547
HSIP (Grant)
Various Intersection Improvements CP 851 760,000
760,000
TOTAL FY 2020-21 CIP BUDGET (New and Carryover) 18,681,382 Fund/Funding
Source Project Description Project # Amount
Gas Tax (Fund 200)
Various Street Improvement Project CP 851 300,000
Bluff Road Slope Stabilization CP 901 1,000,000
Annual Concrete Repair Program CP 891 500,000
Annual Concrete Repair Program CP 891 200,000 c
Slurry Seal Project FY 21-22 CP 892 300,000 c
Annual Signal Maintenance 280,000
Project Closeouts (Various) 50,000
Signs, Hardware, Asphalt 110,000
2,740,000
Proposition A (Fund 210)
Transit Yard Relocation 700,000
Garfield Avenue/Via Campo Bus Turnout CP 890 500,000
Garfield Avenue/Via Campo Bus Turnout CP 890 527,527
Green Line Station (Capital Reserve) 4,000,000
5,727,527
Proposition C (Fund 215)
Self Evaluationn Report/ADA Transition Plan 87,655
Various Intersection Improvements CP 851 200,000
Various Intersection Improvements CP 851 415,000 c
Traffic Signal Maintenance Project CP 902 200,000
San Gabriel Valley COG 30,000
Gateway COG 30,000
Debt Service (Series 2019A) 709,600
1,672,255
Measure M (Fund 222)
Lincoln Avenue (Montebello to 18th Street) CP 903 600,000 Slurry Seal Project FY 22-23 CP 904 250,000
Slurry Seal Project FY 21-22 CP 892 100,000
Traffic Signal Maintenance Project CP 902 200,000
Debt Service (Series 2019A) 598,500
1,748,500
Measure R (Fund 220)
Various Intersection Improvements CP 851 85,000
Lincoln Avenue (Montebello to 18th Street) CP 903 500,000 Slurry Seal Project FY 22-23 CP 904 250,000
Annual Concrete Repair Program CP 891 400,000
Annual Concrete Repair Program CP 891 103,453 c
Debt Service (Series 2019B ) 528,100
1,866,553
City of Montebello
Capital Improvement Program (CIP)
Project Listing Detail
FY 2022-23 Budget

ATTACHMENT D
Fund/Funding
Source Project Description Project # Amount
City of Montebello
Capital Improvement Program (CIP)
Project Listing Detail
FY 2022-23 Budget
Meausre W (Fund 229)
Citywide Catch Basin Connection CP 877 20,000 c
East LA Sustinable Storm Water Project 900,000
920,000
Road Maintenance and Rehabiliation Account (RMRA/SB1) (Fund 201) Olympic Blvd Feasibility Study CP 905 300,000
HYRAP Streets Project CP 897 2,000,000
Beach Street Pavement Rehab CP 883 350,000
Annual Concrete Repair Program CP 891 500,000
3,150,000
TDA-3 (Fund 223)
Lincoln Avenue (Montebello to 18th Street) CP 903 50,000 Annual Concrete Repair Program CP 891 46,547
96,547
HSIP (Grant)
Various Intersection Improvements CP 851 760,000
760,000
TOTAL FY 2020-21 CIP BUDGET (New and Carryover) 18,681,382

ATTACHMENT E
RESOLUTION NO. 22-46

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO, CALIFORNIA, FOR PAYING AND REPORTING THE

VALUE OF EMPLOYER PAID MEMBER CONTRIBUTION AS REQUIRED

BY A RECENT AUDIT CONDUCTED BY THE CALIFORNIA PUBLIC

EMPLOYEES RETIREMENT SYSTEM (CALPERS)

WHEREAS, the governing body of the City of Montebello has the authority to implement Government Code Section 20636(c) (4) pursuant to Section 20691; and, WHEREAS, the governing body of the City of Montebello has a written labor policy or agreement which specifically provides for the normal member contributions to be paid by the employer, and reported as additional compensation; and, WHEREAS, one of the steps in the procedures to implement Section 20691 is the adoption by the governing body of the City of Montebello of a Resolution to commence paying and reporting the value of said Employer Paid Member Contributions (EPMC); and,
WHEREAS, a recent audit by the California Public Employees Retirement System (CALPERS) recommended that an “after the fact” resolution of this nature was required, even though the City of Montebello, through the meet and confer process, stopped contributing to the employee share of retirement costs effective January 1, 2021; and, WHEREAS, this resolution does not impact any duly negotiated terms and/or conditions currently in place and is only being presented for approval by the City Council of the City of Montebello because of a CALPERS audit requirement; and, WHEREAS, the governing body of the City of Montebello as identified the following conditions for the purpose of its election to pay EPMC; • This benefit shall apply to all employees of the Montebello Fire Management Association, Montebello Police Management Association, Montebello Officers Association, International Association of Sheet Metal, Rail and Transportation Workers, Montebello Supervisors’ Association, and Non -Represented Employees.
• For Montebello Fire Management Association, Montebello Police Management Association, and Montebello Officers Association, t his benefit shall consist of paying 9% of the normal contributions as EPMC, and reporting the same percent (value) of compensati on earnable {excluding Government Code Section 20636(c)(4)} as additional compensation.
• For International Association of Sheet Metal, Rail and Transportation Workers, Montebello Supervisors’ Association, and Non -Represented Employees, from July 1, 2018 to the first pay period after January 1, 2020, this benefit shall consist of paying 8% of the normal contributions as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation.

RESOLUTION NO. 22-46

• For International Association of Sheet Metal, Rail and Transportation Workers, Montebello Supervisors’ Association, and Non -Represented Employees, from the first pay period after January 1, 2020 to the first pay period after January 1, 2021, this benefit shall consist of paying 4% of the normal contributions as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation. • For all employees of the Montebello Fire M anagement Association, Montebello Police Management Association, Montebello Officers Association, International Association of Sheet Metal, Rail and Transportation Workers, Montebello Supervisors’ Association, and Non -Represented Employees, effective the f irst pay period after January 1, 2021, this benefit shall consist of paying 0% of the normal contributions as EPMC.
• The effective date of this Resolution shall be July 1, 2018.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. Elects to pay and report the value of EPMC, as set forth above.

SECTION 2. That no current terms and/or conditions relating to retirement, compensation, employee or employer contributions towards retirement costs are impacted or changed in any manner by the approval of this resolution.

APPROVED AND ADOPTED this 8th day of June, 2022.

_______________________________
Kimberly A. Cobos-Cawthorne, Mayor

ATTEST: APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

RESOLUTION NO. 22-46

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 22-45 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeti ng of said Council held on the 8 th day of June, 2022 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stat ed thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

ATTACHMENT F

City of Montebello
Budget Message
Fiscal Year 2022-23 Proposed Budget

The City of Montebello celebrates its second century of incorporation with adoption of the Fiscal Year 2022-23 Operating and Capital budget. As the City begins its second century of existence, it is faced with a unique combination of opportunities and challenges. Montebello is on the right path – financially, organizationally and culturally. The past fiscal year witnessed the continuation of progress towards financial sustainability.

This budget builds upon the progress made in the past two years’ award-winning budgets, and continues moving the organization forward and funds the services and programs key to the City Council’s priorities. The City once again received the Government Finance Officers Association (GFOA) “Distinguished Budget Presentation Award” for the adopted Fiscal Year 2021-22 budget document – the second consecutive year and only the second time in the City’s 100 plus year history. Receiving this award demons trates the City’s commitment to producing an accessible budget document that effectively communicates the City’s financial priorities in a transparent manner. Staff will submit the FY 2022-23 budget for this award and fully expects to receive it for a third consecutive year.

Some of the recent accomplishments that positively impact the FY 2022-23 budget are:

 Continued s trong forecasted growth in revenue from the three-quarter cent sales tax measure (Measure H), approved by 62% of Montebello’s voters in March, 2020  Made progress in transforming the City’s golf course into a world -class destination, engaging “Top Golf” as an anchor to the re-imagined property  Significant progress in upgrading the City’s streets and roadways through use of $25 million in Metro Local Return Fund bonds for the “Paving the Way” program  Continued the update to the City’s General Plan, the first such endeavor since 1973  Updated the City’s Housing Element for the first time since 1997  Upgraded the City’s vehicle fleet, purchasing replacement vehicle s for Police, Code Enforcement and Fire
 Expanded community programs with a season -long Farmer’s Market, a summer street - fest, and other resident favorite programs

These and dozens of additional accomplishments provide a clear indicatio n that Montebello is making progress towards financial sustainability and fiscal stability. This budget continues movement towards those goals – even within the shadow of the continued impacts of the Coronavirus pandemic on our economy and society at large.

ii

The General Fund budget, which provides funding for everyday services our residents enjoy – Police, Fire, community services, code enforcement, street and park maintenance – is projected to have a $695,700 surplus. General Fund expenditures of $67,999,100 are less than forecasted revenue of $68,685,800

The table below provides a summary of General Fund revenues vs. expenditures:

Total, all funds expenditures are projected to be $184,265,287 against $203,270,570 in revenue.

These appropriations include General Fund operations as well as Transit (Montebello Bus Lines), the Golf course, the Hilton Garden Inn and Home2Suites, the various Capital Improvement Program (CIP) projects funded with Local Return Funds (i.e ., Measure R, Proposition C) and Federal and State grants, Community Development Block Grant (CDBG) programs, grant awards, Property Tax Override payment of Pension Obligation Bond debt service, Successor Agency (former Redevelopment Agency) enforceable obligations, and many other projects, programs and operations utilizing various special and restricted funding sources.

The progress in right -sizing the City’s General Fund made over the past three fiscal years is significant. Staff has worked diligently to review all revenue and expenditure items, performing a “modified” zero-based budgeting exercise for the third consecutive year. This budget represents the third year of a five year budget development process, with the end goal that of achieving a sustainable and healthy budget that incorporates strategic goals while providing funding for essential daily operations. A section in the following pages is devoted to explaining this five year plan in greater detail.

The third year of this five year effort sought to review prior year actual expenditures to adjust FY 2022-23 budget requests based on well analyzed and researched trends. Most importantly, significant emphasis was placed on improving the allocation of maintenance and operations appropriations as well as allocating employee salary and benefit costs to non -General Fund sources (i.e., Gas Tax, Local Return Funds, Montebello Hills project deposit , Transit Fund, etc.) where appropriate and allowed.

Traditionally, Montebello had done a less than ideal job of charging maintenance and operations and staff time to projects using grant or local return fund sources of revenue. This standard practice – especially in the Public Works realm – relieves the General Fund of certain expenses that can be correctly charged to restricted revenue sources . Charging off to special funds provides additional budget “room” for General Fund programs such as code enforcement, community services, park landscape maintenance, etc.

For example, $949,000 in salary benefit costs are charged to the Transit Fund – representing the support provided across the organization to our Transit operations (i.e., Human Resources, General Fund Expenditures 67,990,100
General Fund Revenue 68,685,800
Surplus / (Deficit) 695,700
iii

payroll, accounts payable, administration, facilities maintenance, etc.). In addition, approximately $225,000 in salary and benefit costs will be charged to various Local Return Funds (e.g., Measure C, Measure M, etc.), recouping costs related to Public Works engineering staff in managing capital projects using Metro funding.

The following pages provide a detailed discussion of the proposed FY 2022-23 budget, as well as an update on selected major infrastructure projects , post-pandemic operational plans, and details of the five year fiscal sustainability /budget improvement plan. The emphasis on budget numbers will be on the General Fund, but key special and enterprise fund operation s will be highlighted – the Golf Course, the Hilton Garde n Inn and Home2Suites, Transit , etc. Detail on every fund and account can be found in the succeeding pages of the budget book.

COVID-19 and the American Rescue Plan Act (ARPA)

The FY 2020 -21 and 2021 -22 budgets were developed under the pall of the coronavirus pandemic. Revenue projections – especially sales tax – were highly tempered given the unknown impact that pandemic restrictions would have on the local and regional economy. Even with the lifting of various res trictions related to public health orders enacted to curtail the spread of the coronavirus in FY 2021-22, revenue projections were approached conservatively. One year ago, even with positive signs the economy was improving compared to the spring of 2020, it was necessary to temper revenue projectio ns, as new coronavirus surges and concomitant public health response continued to cast uncertainty on how the economy would perform.

Overall, last year’s budget development continued to be dictated by responding to the pandemic:
reduced revenue projections coupled with increased spending in certain (sometimes new) areas.

There was some economic assistance the City received early in FY 2020 -21 related to the pandemic. The CARES Act approved in May, 2020 set asi de funding for large cities and states.

The League of California Cities successfully lobbied the State of California to share a portion of its CARES Act relief funding with all cities – regardless of size. Montebello received $784,000 from this allotment , earmarked for expenses directly related to COVID -19 response: PPE purchases, increased cleaning costs, provision of food insecurity assistance, local business assistance, etc. There were also additional pandemic related expenses which the City was reimbursed for through Federal Government FEMA appropriations, close to $1.0 million worth.

However, these funding streams did not come close to reimbursing the City for lost revenue, expanded pandemic related expenses or other COVID -19 related negative impacts. The American Rescue Plan Act (ARPA), approved in March, 2021 (H.R. 1319), went much further in providing direct aid to local governments to ameliorate the impacts from the pandemic. ARPA included $65 billion in direct and flexible relief for eve ry city in the country – a historical first.

California cities would receive approximately $8.3 billion of this amount.

Montebello will receive $16.59 million in Coronavirus State and Local Fiscal Recovery (CLSFR) funds by May of 2022. These funds have been dispersed in two tranches: the first 50% ($8.3 million) was received in May 2021, with the second tranche released in May, 2022. These funds iv

are more flexible than either prior CARES Act or FEMA reimbursement. Some of the major uses allowed are:

 Lost revenue replacement
 Sewer infrastructure projects
 Technology infrastructure upgrades
 First-responder/essential worker remuneration

On September 1, 2021, a CSLFRF focused study session was held. Staff presented to the City Council an overview of the entire CSLFRF program, along with highlights on how this revenue could be used. This study session followed a March, 2021 study session that presented an overview of the more than $75 million in unmet capital, infrastructure, equipment and vehicle needs which exists in Montebello.

Some of the individual items included in the $75 million in unmet needs are:

 Complete overhaul and upgrade of the City’s information technology backbone (network, storage, software, etc.)
 Sewer repairs including replacement of pipes approaching 100 years of age  Replacement of emergency vehicles such as patrol cars and fire engines  Repair of facilities, including parks and community centers  Upgrades to workspaces to ensure social distancing and accessibility

The September 2021 study session provided extensive detail on the CSLFRF “revenue loss” category and the calculation outlined in the Interim Final Rule f rom the United States Treasury that was utilized by Staff to arrive at Montebello’s revenue loss number. This particular category, as authorized in the initial Interim Final Rule and Final Rule from the United States Treasury, provides the most flexibility for Montebello to utilize the $16.59 million in funding towards a number of urgent needs.

The revenue loss formula used FY 2018 -19 (pre-Coronavirus) as a base year to determine the difference in “general revenues” in subsequent fiscal years. (“General Revenues” is a U.S.

Census defined collection of revenues that includes non -General Fund revenue.) A growth adjustment was allowed, to estimate anticipated and estimate year over year revenue growth.

For Montebello, the “base year” ( i.e., FY 2018-19) general revenue amount was $111,547,402.

A 7.7% growth factor was used, providing an amount of $124,689,036 in revenue that reasonably could be assumed should have been received, had the pandemic not occurred. In actuality, $104,164,967 in revenue was received for the January – December 2020 period. This equates to a $20,524,069 revenue loss amount.

Since the calculated revenue loss amount exceeds Montebello’s CSLFRF award amount of $16.59 million, the City can claim the full amount as “revenue loss.” Per the U.S. Treasury Interim Final and Final rules, the entire $16.59 million can be used for:
v

 Maintenance or pay-go funding of building infrastructure  Modernization of cybersecurity (i.e., hardware, software, and protection of critical infrastructure)
 Provision of police, fire and other public safety services

The FY 2021-22 budget did not include specific appropriations of these funds. However, in April 2021 a master professional services agreement was approved to initiate work on the Information Technology infrastructure upgrade project , for which Staff had received direction to pursue in September, 2021. The FY 2022-23 budget includes $4.7 million in appropriations for the first year of this five year upgrade and modernization project. This project will be funded entirely by CSLFRF revenue.

The table below presents the five year project costs, detailed by type of purchase:

Year 1 Year 2 Year 3 Year 4 Year 5
Hardware 2,351,478 120,000 120,000 120,000 120,000 License 1,626,675 421,998 437,192 458,654 481,575 Professional Services 648,852 246,172 253,557 261,164 268,998 Software 149,734 112,512 118,137 124,044 130,246 Total 4,776,738 900,681 928,886 963,861 1,000,819

Another portion of the City’s CSLFRF award was recorded as revenue in FY 2021-22, using it as revenue replacement per the “revenue loss” category. The funding supported sewer maintenance and capital projects, provided funding for Police Department patrol vehicle purchases, and assisted with critical facility upgrades and maintenance. Remaining CSLFRF funding will be utilized for similar expenses in FY 2022-23 – in addition to the IT infrastructure project.

Quarterly reports have been filed according to guidance from the Interim Final and Final U.S.

Treasury rules. The City has until December 31, 2024 to commit and/or spend these funds. It is anticipated all awarded funds will be spent by this deadline, providing citywide upgrades to critical infrastructure that will benefit the community at-large.

Budget Development – A Five Year Journey

Attaining fiscal sustainability involves developing and instituting a budget process that establishes a culture of fiscal accountability. The FY 2022-23 budget development process is the third year of a five year journey towards reaching fiscal sustainability and financial stability.

The five year budget development improvement process creates a set of building blocks, based on the ability to improve a subsequent year’s budget based on progress made in the current year.

Each year the proc ess becomes more sophisticated, with the end goal being a self-sustaining budget built around strategic goals. The image below encapsulates this iterative process, vi

showing the basic building blocks for each year and the emphasis placed on a grouping of tasks designed to continuously improve the budget – and by extension the organization:

The first year (FY 2020 -21) was focused on assessing the budget in its current state and then fixing “low hanging fruit” that would immediately improve the overall budget situation. A budget was presented that represented the best and most comprehensive planning document possible, given the myriad fixes necessary.

The FY 2021-22 budget used the improved base created in FY 2020-21. There was a deeper focus on analyzing revenue and expenditure trends, utilizing additional information and data available. The refinement of the budget development process further improved the budget that was proposed and eventually adopted . The FY 2021 -22 budget was more fully and comprehensively prepared, and incorporated additional information not available in the prior fiscal year.

The current FY 2022-23 budget focuses on research, improvement (continued) and s trategy.

Utilizing focused and more in-depth research of revenue and expenditure trends allows for a much more accurate budget to be developed and presented . Research into specific expenses and whether they are one time or continuing, and whether they ar e being recorded to the correct account, leads to improved budget requests and management. The same goes for revenue, and having a deeper ability to more accurately forecast revenue across all funds by better understanding the flow of various revenue stream and their relative cyclicality.

The FY 2022-23 budget document is more comprehensive, and the continued improvements will help the organization operate more efficiently. In addition, subsequent strategic planning goals will be more fully incorporated into the budget development process. This in turn will improve organizational effectiveness.

Ultimately, the five year process is designed to produce greater financial stability and promote fiscal responsibility. Fiscal sustainability can only be achieved when all parts of the organization are moving i n the same direction and focused on achieving the same outcomes. Through a structured and strategic budget process, improvements can be made that will help fund essential operations while making these improvements part of the organizational culture.

FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 …
Year 1 Year 2 Year 3 Years 4 - 5
Assess Analyze Research Analyze
Fix Refine Improve Refine
Present Prepare Strategize Improve
vii

The remaining pages of this budget message provide a discussion of General Fund revenue and expenditures, a focus on c hanges to Department staffing and operations, and an overview of major non-General Fund operations such as Transit, the Golf Course, and the City’s two hotels.

Extensive detail on department budgets, organizational charts, staffing levels, strategic plan goals, and other funds is presented in the budget document itself. In addition, an overview of the Capital Improvement Program (CIP) is included.

General Fund Revenue

Total General Fund revenue is projected to be $ 68,685,800, a $6.967 million increase over the FY 2021-22 adopted budget. The table below shows the variances between the FY 2022-23 proposed budget and prior year budgets/actuals, by major revenue category:

FY 19-20
ACTUAL
FY 20-21

ADOPTED
FY 20-21
ACTUAL
FY 21-22

ADOPTED
FY 22-23
PROPOSED Variance
SALES TAX 12,817,884 18,241,000 22,270,247 20,765,000 25,126,900 4,361,900 PROPERTY TAX 12,701,368 13,026,000 13,714,582 14,293,100 14,875,000 581,900 OTHER TAXES 2,732,921 2,871,000 2,793,180 2,773,000 3,070,000 297,000 LICENSES AND PERMITS 4,776,531 4,872,800 5,775,694 5,942,000 6,468,000 526,000 FINES AND FORFEITURES 2,186,401 2,600,000 2,301,787 2,250,000 2,920,000 670,000 CHARGES FOR SERVICE 6,066,829 7,020,300 6,105,784 7,291,850 7,945,800 653,950 OTHER REVENUE 3,334,783 2,770,000 10,996,196 4,304,200 4,180,100 (124,100) TRANSFERS IN 3,987,540 4,300,000 3,570,002 4,100,000 4,100,000 - 48,604,257 55,701,100 67,527,472 61,719,150 68,685,800 6,966,650

Sales tax grew most significantly of all major revenue categories ($4.362 million). The projected uptick in sales tax revenue is based on the recovering economy , as the negative impacts from the pandemic continue to subside. The FY 2022-23 budget includes the third full year of Measure H revenue, and should more accurately reflect the expected amount as more data is available about this transaction and use tax source, which allows for more accurate forecasts.

Property Tax is also proving strong, with a 4 .0% incre ase in Assessed Valu e, providing an additional $581,900 in the proposed budget. Licenses and Permits forecast an increase, based on projected cannabis operations related receipts, as well as improved revenue collection efforts surrounding the City’s busin ess license program. Fine and Forfeitures is projected to increase vs. prior years as traffic and parking enforcement efforts are improved.

The pie chart below provides an overview of the various categories of General Fund revenue and their proportional slice of the revenue pie. Following the pie chart are detailed explanations of the major revenue categories, and highlights of the changes seen in t he proposed FY 2022-23 budget.

viii

Sales Tax
Sales tax accounts for 36.6% of total General Fund revenue. The City receives sales tax from three main sources: Bradley Burns 1% ( 20.9%), Measure H ¾ percent transaction and use tax (13.7%) and Monterey Park Marketplace sales tax sharing (1.9 %). In total, Montebello is projected to receive $25.127 million in revenue from all three sources combined (an increase of $4.362 million over last year’s adopted budget). The table below presents detail on these three important sources of sales tax revenue:

2020-21
Actual
FY 21-22

ADOPTED
BUDGET
FY 22-23
PROPOSED Variance
Sales Tax 13,507,132 12,470,000 14,380,000 1,910,000 Sales Tax-Monterey Park Martketplace 1,064,486 1,125,000 1,316,900 191,900 Sales Tax-Measure H 7,698,629 7,170,000 9,430,000 2,260,000 22,270,247 20,765,000 25,126,900 4,361,900

The FY 2021-22 sales tax budget was developed during a period when various pandemic related restrictions were still in place. These restrictions had curtailed economic activity in FY 2020 -21, and impacted the forecasted revenue for FY 2021-22. As the table above shows, revenue for FY 2020-21 came in higher than the adopted budget for FY 2021 -22. Updated economic data has informed the sales tax projection for FY 2022-23, leading to a more positive forecast as pandemic related restrictions disappear and retail activity improves.

ix

Measure H revenue alone is projected to be $2.260 million higher than the FY 2021-22 adopted budget. This forecast reflects two primary forces: 1) the improved economy as businesses and retail activity “open back up;” and, 2) using two years of data to better forecast this transaction and use taxes’ behavior relative to overall sales tax activity.

Sales tax is the most important piece of the City’s General Fund budget, and FY 2022-23 forecasts are predicate d on continued strength in the economy – nationally, regionally and locally. In addition, recent changes to tax law in California due to the Wayfair vs. South Dakota Supreme Court decision in 2018 have incre ased the amount of sales tax coming to Montebello via the County Pool. The County Pool records sales tax from on-line sales (as well as other non-point of sale transactions), and apportions it to cities in each county based on their relative share of total sales tax.

The pandemic changed buying behavior – more on-line transactions as people were forced to shelter in place – and this change in consumer behavior manifests itself in increased r evenue from the county pool. Of all the major industry areas providing sales tax to Montebello, the share from the county pool shows the greatest area of continued strength in growth. This is not unique to Montebello, as all cities in California have gained additional sales tax income from the taxing of on-line activity and the overall growth in county pools.

Property Tax
The second largest share of General Fund revenue is from property tax: $14,875,000, or 21.7% of General Fund revenue. The majority of property tax revenue comes from the “In-Lieu of VLF” source ($7.928 million), which is a remnant of the “triple -flip” instituted in 2005 as part of the State’s effort to balance its budget. At the time, t he state swapped vehicle license fee (VLF) revenue allocated to local agencies to help better fund K-12 education, and replaced VLF revenue with property tax. This source of revenue grows at generally the same rate as overall assessed value in the City (i.e., for FY 2022-23, that is a 4.0% growth rate from prior year projected actuals).

Montebello also receives traditional property tax from residential, commercial and industrial property owners. The City receives approximately nine cents out of every property tax dollar paid to the County of Los Angel es. Assessed value in the City is projected to increase 4.0% when compared to last year. This increase is close to the twenty year trend of year-over-year changes in assessed value, with that average at about 4.0%

Single Family Residential (SFR) median p rices have increased significan tly in recent years, averaging 7.0% annual growth between the first quarter s of 2018 and 2022. The median SFR price in Montebello is $710,000 (Quarter 1, 2022), a 6.2% increase from the same period in 2021.

Full value sales have increased slightly in calendar year 2021 when comparing prior years (203 vs. 183).

Finally, the City is projected to receive $1.050 million in residual property tax revenue. This is the flow of former tax increment from redevelopment project areas. Post redevelopment dissolution x

(January, 2012), local agencies receive residual (i.e., left over) tax increment after various pass- through agreements and enforceable obligations are satisfied.

Franchise and Other Taxes
The City receives $2.445 million in revenue from various franchise agreements. The two largest sources of franchise revenue are from Southern California Edison (SCE) and the various non - residential refuse/solid waste haulers. These two franchises account fo r $1.600 million of total franchise revenue projected for FY 2022-23. Franchise revenue from cable providers and towing companies is projected to be flat or slightly higher when compared to the prior fiscal year.

As more households continue cutting the cord – moving away from traditional cable box services to streaming services such as Hulu, Disney+, Netflix, etc. – revenue from traditional cable operator franchisees will drop. Fewer traditional “over the top” (OTT) cable users equates to a flattening of franchise revenue from this source. This trend is not unique to Montebello, and can be seen across public agencies that receive revenue from traditional cable operators.

Montebello also receives transient occupancy tax (TOT) revenue – forecasted to be $425,000 in FY 2022-23. Given the economic impacts of the coronavirus – and the specific negative impacts on travel related businesses – this revenue source will continue to be forecast conservatively.

The three fiscal years prior to the pandemic saw TOT averaging $412,000 per year. But FY 2019- 20 saw it drop to $376,424, with FY 2020-21 coming in even lower at $223,620. The FY 2022-23 budget for TOT is tempered, anticipating a slight improvement from the “pandemic years.”

Another source of “other taxes” revenue that has seen an increase despite the recessionary impacts of the coronavirus is Property Transfer Tax. This revenue is generated each time a residential property is sold in Montebello. Property Transfer Tax revenue is forecasted at $200,000 for FY 2022-23. Staff anticipates a continued strong real estate market, which should translate into increased property sales generating Property Transfer Tax.

Charges for Services
The City charges for various services based on City Council approved fee schedules and agreements, recouping the costs associated with providing the service . For FY 2022-23, a projected $7.946 million in revenue will come from various charges for services: development agreements, facility rentals, electronic billboard agreements, radio frequency lease agreements, recreation classes, extended childcare programs, etc. It should be noted that recreation related revenue – classes, day camps, summer camps, sports leagues, etc. – was zero in FY 2020-21, with improvements seen in FY 2021 -22. The pandemic required suspension of traditional community services programs and classes, which translated into no revenue being generated in this specific category two years ago. However, the easing of pandemic restrictions has led to an increase in this revenue for FY 2021-22, a trend that is anticipated to continue into FY 2022-23

Charges for Services is projected to be $653,950 more than FY 2021-22. This projection is based on the assumption that regular, pre-pandemic community services programming and classes will xi

occur next fiscal year . Facility rentals, allowed to operate as in pre -pandemic years, will also restore revenue in this category.

The City is currently conducting a cost of services study to determine whether fees being charged are fully recovering the costs of providing those services. The last such study was completed in 2018, and best practice indicates such studies should be conducted once every three to five years. Improved cost recovery will benefit the City by adjusting the master fee schedule to better recover expenses related to staff time spent on various planning, community services, public works, building and related services. Depending on the timeline of when the st udy will be completed, additional license, permit and related revenue above what is currently anticipated could flow to the City in FY 2022-23.

Fines and Forfeitures
This category of revenue is projected to bring $2.920 million in revenue for FY 2022-23, $670,000 more than the FY 2021-22 adopted budget . The relatively large increase is due to the conservatively budgeted amounts in FY 2021-22 due to the unknown duration of negative impacts to this revenue stream caused by the pandemic. There are three pr imary sources of fines and forfeiture revenue: vehicle code fines, parking fines, and vehicle impound fees. Vehicle code fines are the single largest category of revenue in this group.

The pandemic saw two suspensions of street sweeping parking enforc ement in FY 2020 -21 in Montebello, leading to a significant drop in revenue during that fiscal year. Resumption of normal parking enforcement for all of FY 2021 -22 resulted in a resumption of revenue in this area – something not fully anticipated when the budget was developed. In addition, three (3) part-time parking enforcement officers were added in FY 2021 -22, augmented by a third party parking enforcement contractor, another unforeseen positive impact . The City has not previously had sufficient staff in this area to properly enforce parking regulations, and the additional resources will result in improved compliance.

In addition, moving violations, responsible for $ 2.100 million in FY 2022-23 projected revenue, are anticipated to provide more revenue than prior years , especially when compared to the pandemic impacted fiscal years of 2020 -21 and 2021-22 when fewer violation were issued and the Los Angeles County Superior Court showed greater leniency in dismissing or reducing penalties.

While only accounting for 4.3% of total General Fund revenue, this source does serve as an important deterrent to unsafe vehicle operations on Montebello’s streets. Finance, working closely with Police Department staff, will continue to monitor the revenue trends of parking and moving violations, and will provide updated projections based on updated year -to-date information.

Other Revenue/Non-Operating Revenue
Montebello has a Property Tax Override (PTO) assessment that generates annual revenue utilized for paying all pension related costs. This property tax override has been in place since xii

1946, when Montebello residents first voted to approve the parcel tax. This voter approved tax can only be utilized to pay for pension related costs (i.e., California Public Employee Retirement System, PERS). The City annually uses this revenue to pay the Unfunded Actuarial Liability (UAL) and Normal Cost expenses associated with the City’s contract with PERS to provide retirement benefits to safety and miscellaneous employees. All General Fund related pension expenses due to PERS are paid for by utilizing the PTO revenue (the Transit Fund pays directly for PERS related costs of the Montebello Bus Lines operations).

The City utilizes the Non-Operating Transfer-In method to reimburse the General Fund for PERS related Normal Costs expenditures. For FY 2022-23, a $3.800 million Transfer In has been budgeted for this purpose. Beginning in FY 2021-22, the majority of PTO revenue will be utilized to pay debt service on the Pension Obligation Bonds (POBs, Series 2020). In an effort to manage rising pension costs, the City issued POBs in June, 2020. The $153.4 million in POBs wiped out the existing UAL (as of June 30, 2018). (More information on expected revenue and associated expenses can be found by reviewing the Fund 205, Retirement detail page in this budget book.)

The City will continue paying Normal Costs to PERS on a bi -weekly basis, as is standard for all public agency employers. The PTO revenue remaining after paying annual debt service will be used for this purpose. In addition, as subsequent actuarial valuations are completed by PERS, new UAL bases will be paid annually with available PTO. A portion of PERS costs – both UAL and Normal Cost – is paid for by the Transit Fund. A portion of debt service on the Series 2020 POBs will be paid utilizing PTO. The 2017-18 cost allocation plan study determined that Transit is responsible for 27% of pension related costs. Transit will continue paying this share of retirement costs, in the form of debt service, as well as any new UAL created with future PERS actuarial studies and the full share of normal costs associated with transit operations.

The largest increase in the “Other Revenue” category in FY 2022-23 is from the Administrative Overhead charge. The updated 2022 cost allocation plan provides a basis for reimbursing the General Fund for administrative and overhead support provided to various special revenue and enterprise funds (i.e., Gas Tax, Transit, Golf Course, Hotels, Local Return Funds, etc.). The amount established by this plan is updated annually based on the average increase to salary and benefit costs. Staff reviews each of the charges and adjusts the m as necessary to ensure the General Fund is properly reimbursed for the internal support provided by Finance, Human Resources, City Clerk, Information Technology and related functions to these non-General Fund operations.

This improved cost allocation – a pillar of the many budgeting improvements being made to provide long-term financial stability to Montello – provides $2.912 million in non-operating revenue to the General Fund. Finance staff will continue to review operations and find more opportunities to properly charge support staff salary and benefit costs to non-General Fund operations.

xiii

General Fund Expenditures

The City of Montebello is a full -service city, providing Police, Fire, Public Works, Parks and Recreation, Transit and va rious building, planning and internal support functions (i.e., Finance, Human Resources, Information Technology, etc.) to the community . The total FY 2022-23 General Fund expenditures budget that supports day-to-day functions is $67,990,100, a $6.581 million increase over the FY 2022-23 adopted budget. The table below provides a department level view of expenditures for FY 2022-23, with comparisons to prior year budgets and actuals:

FY 2019-20
Actuals
FY 2020-21
Adopted
Budget
FY 2020-21
Actuals
FY 2021-22
Adopted
Budget
FY 2022-23

PROPOSED
BUDGET
Administration 2,392,931 2,184,400 2,473,138 2,354,400 2,736,200 Community Development 1,612,140 2,140,800 1,752,274 2,489,820 2,602,450 Finance 2,227,568 2,158,800 2,201,468 2,130,300 2,648,900 Fire 15,114,996 13,690,200 15,310,306 15,814,270 16,887,400 Human Resources and Information Technology 1,239,180 1,312,200 1,742,602 1,928,000 2,298,300 Parks & Recreation 4,472,874 4,467,100 5,078,363 5,361,550 3,140,600 Police 19,223,841 18,989,500 18,916,427 18,818,950 19,611,000 Public Works 8,865,983 8,329,500 9,998,328 9,512,600 14,906,750 Non-Departmental 4,625,043 2,409,000 11,912,014 2,998,800 3,158,500 59,774,556 55,681,500 69,384,920 61,408,690 67,990,100

Police comprises 28.9% of the General Fund budget, with Fire making up 24.8%. The remaining

46.3% of General Fund appropriations will be committed to planning, building, community services, engineering, payroll, human resources, risk management, landscape maintenance , payroll, accounting, code enforcement and other essential services. The pie chart below shows the relative percentage each Department comprises of the General Fund budget:

xiv

Management committed to “zero -based budgeting” beginning with the adopted FY 2020 -21 budget. This effort is aimed at right-sizing the budget, aligning ongoing revenues with ongoing expenditures, and creating a solid base upon which to build future budgets. This effort was short- circuited somewhat due to the coronavirus pandemic – necessitating an abbreviated b udget process for FY 2020 -21. However, significant progress was made in cleaning up the General Fund budget and working with Departments to utilize prior year spending data to create a sustainable and better aligned budget for subsequent years. As discussed above, progress is being made in the five year budget development improvement process , with the FY 2022 -23 proposed budget utilizing improve trend data to more accurately reflect priorities and expense needs.

The long-term goal is to annually provide consistent, essential services to Montebello’s residents, visitors and businesses in a fiscally responsible manner. Consistently preparing and presenting balanced budgets is step one towards fiscal sustainability, and a key part of the five year budget development improvement plan. Hence, the importance of creating a permanent culture of fiscal responsibility that permeates the organization and sustains efforts towards the long-term goal of achieving financial sustainability.

The 10.7% increase in appropriations in FY 2022-23 vs. FY 2021-22 encompasses many changes. With salary and benefits comprising 62.2% of the General Fund budget, any changes made in this category will have the greatest impact on expenditures. Maintenance and Operations Administration / Elected

4.0% Community Development

3.8%
Finance / Non-Departmental

8.5%
Fire

24.8%
Human Resources -
Information Technology

3.4%
Parks and Recreation

4.6%
Police

28.9%
Public Works

22.0%
Chart Title
xv

comprises 34.5%, and Debt and Lease Payments make up the remaining 3.3% of the adopted General Fund budget:

2022-23 PROPOSED
BUDGET % of Budget
Salary and Benefits 42,263,300 62.2%
Maintenance Operations 23,454,500 34.5%
Debt and Lease Payments 2,272,300 3.3%
67,990,100 100%

The paragraphs below provide an overview of the major spending categories in the General Fund, followed by a discussion of key initiatives and operational changes throughout the organization, focusing on certain Departments and the budget variances from prior years.

Salary and Benefits
The Salaries and Benefits category is comprised of wages paid to full -time and part-time employees, overtime, health related benefits (health insurance, vision and dental plans, life insurance, etc.), PERS related retirement expenditures, retir ee medical expenses (Other Post Employment Benefits [OPEB]), and related employee fringe benefit costs (e.g., certification and education incentive pay, longevity pay, etc.) . This entire category comprises 62.2% of the General Fund budget, or $ 42,263,300. This represents a $ 3.240 million increase over the FY 2021-22 adopted budget (8.3%).

The majority of this increase is in the regular salaries category: $1.709 million. There are several reasons for this increase in regular (i.e., full -time) salaries: filling vacancies, adding needed positions across the organization, and primarily wage increases from recently approved Memoranda of Understanding (MOU) with the City’s labor groups . These MOUs, successors to the MOUs which expired in December 2021, incorporate the salary adjustment results from the first comprehensive classification and compensation study conducted in Montebello.

This “class and comp study” found the majority of positions (83%) in the organization were below market rates. Over an eighteen month period, Human Resources staff worked closely with every labor group to exp lain the methodology and outcomes of the study. The updated MOUs implemented the classification and compensation study recommendations, with all positions reaching market pay levels in less than three years. In addition, several outdated job classifications (i.e., “Clerk/Typist”) were updated to reflect modern working titles (i.e., “Administrative Assistant”).

Over the past three years, management has conducted a rigorous, organization -wide review of operations. Each Department has been charged with r eviewing how they provide service – to external and internal customers – and designing a table of organization that can efficiently and effectively provide a full-range of services, and expanding services to meet resident demand and City Council priorities where required. This review has often led to the need to add key positions, filling long-vacant positions, and making other staffing adjustments to each department.

xvi

The proposed FY 2022-23 budget presents a net increase of 43.0 full-time equivalent positions, the majority of these (30.0) added to the Transit Department. The table below shows the annual net changes, by department for the past four years:

FY 2019-20 FY 2020-21
FY 2021-22

ADOPTED
FY 202-22

AMENDED
FY 2022-23
PROPOSED Variance
Administration 6.0 8.0 8.0 8.0 8.0 0.0
Community Development 12.0 19.0 21.0 21.0 20.0 -1.0
Finance 19.0 20.0 21.0 21.0 22.0 1.0
Fire 59.0 70.0 73.0 76.0 76.0 0.0
Human Resources - Information Technology 12.0 12.0 14.0 14.0 16.0 2.0 Parks and Recreation 21.0 20.0 21.0 21.0 11.0 -10.0
Police 101.0 102.0 102.0 102.0 102.0 0.0
Public Works 12.0 21.0 23.0 25.0 46.0 21.0
Transit 170.0 182.0 199.0 204.0 234.0 30.0
412.0 454.0 482.0 492.0 535.0 43.0

Over the last four fiscal years (FY 2022-23 included), key positions have been added in the areas of public safety, homeless assistance , public information, engineering, budget analysis and community beautification: Code Enforcement Officers, Fire Captain, Firefighter/P aramedic Trainee, Social Worker and Caseworker, Assistant Engineer, Public Information Officer, Senior Management Analyst, etc.. In other areas, staff were moved from Golf Course operations to Public Works, increasing the number of Maintenance Workers dedicated to keeping city streets and rights of way looking their best. There were increases to Transit operations that allowed for improved administration and management of operations, vehicle mainten ance and financial management, as well as the proposed addition of 30.0 full-time Bus Operators for FY 2022-23 as part of a City Council approved Transit Staffing Plan.

The changes to staffing presented above encompass the organizational change of moving three operations from Community Development and Parks and Recreation into the Public Works Department: Building S afety, Facilities Maintenance and Parks Maintenance. Reductions in those departments is responsible for the net increase of 21.0 FTE in Public Works, in addition to new positions added to Public Works.

For FY 2022-23, the proposed FTE additions are the following , listed by department with descriptions of their function:

xvii

DEPARTMENT POSITION DESCRIPTION
Battalion Chief Administer all department Training
Telecommunications Technician Radio network assistance
Parks and Recreation
Community Services Supervisor
Additional layer of supervision between
Coordinators - Director
Public Works Manager
Additional supervision to assist Deputy Director
and Superintendent
Assistant Director Building Official
Principal Engineer
Additional professional engineering assistance
and project oversight
Electrician Provide trade skills to Facilities Division Plumber Provide trade skills to Facilities Division
Economic Development Manager Expanding economic development program Parking Control Officer
Improve ability to recruit/retain; offset with
reduction in part-time budget
Assistant Director Additional management support
Assist with Transit
related recruitments
Sr. Management Analyst Assist with customer service
Management Analyst Provide Vehicle performance oversight Bus Operator Adding 30 positions
Building Maintenance
Tradeworker Transit corporate yard specific facility needs Police
Crime Analyst
Provide necessary citywide crime analytics and
support
Transit
Fire
Public Works
Community Development
Human Resources - Information
Technology
Human Resources Analyst

In addition to much needed additions to staffing, salary costs have increased with wage adjustments approved with negotiated Memoranda of Understanding (MOU) with all safety and non-safety labor groups . As explained above, these newly approved MOUs incorporate salary adjustments from the classification and compensation study. Depending on the job classification, the actual wage adjustment would vary. This is due to the fact that each job classification was compared to a similar or identical job classification across seventeen comparator cities in Southern California. This research is what determined the market rate for every job classification in the City ; and what eventually led to successful MOU negotiations with 8 out of the 10 labor groups in the City.

The full fiscal year impact of these various wage adjustments, by position, is included in the proposed FY 2022-23 budget. In addition, allowances in projected salary costs were included for anticipated step increases, assuming satisfactory job performance/merit reviews for employees.

The overall impact of the compensation adjustments due to the study account for 60% of t he $1.709 million in year-over-year regular salary increases. The remaining increase in this expense category is due to additional positions being proposed, assumptions for annual merit increases, and allowances for filling vacant positions in Public Works, Police and Fire (i.e., Poli ce Officer, Police Dispatcher, Firefighter, Maintenance Worker, Management Analyst, etc.).

Salary and Benefit budgets also incorporate increased PERS costs, associated with higher employer rates. However, as part of previously negotiated MOUs , the complete phase -out of employer paid employee retirement costs occurred by January 2021 – reducing the pension burden on the City with employees picking up their full share (either 8% or 9% for Classic xviii

employees, with new PER S members always having picked up their full share of 6.25%) .

Furthermore, public safety employees agreed to pay a 12% rate – picking up the full 9% employee share plus 3% of the employer rate. The 2022-23 fiscal year budget shows the continued positive impact from employees paying their full share of retirement costs.

Also related to PERS is the May, 2020 issuance of $153.4 million in Pension Obligation Bonds (POBs). The issuance of these bonds allowed the City to fully extinguish its Unfunded Accrued Liability (UAL) for both miscellaneous and safety retirement plans with PERS (based on the June 30, 2018 actuarial valuation report). The City has levied a pension tax override since 1946 when first approved by Montebello voters. The revenue from this property tax can only be used to pay for retirement related expenses.

The City tracks this revenue in a separate special revenue fund (Retirement Fund 205). Annual lump-sum UAL payments would be made in July utilizing these Fund 205 resources. Ongoing, bi-weekly normal costs expenses would be reimbursed on a quarterly reconciliation basis, utilizing a transfer out/in from Fund 205 to the General Fund. The Transit Fund (600) pays for its share of miscellaneous PERS expenses – both UAL and normal costs.

The City’s lump-sum UAL payment are vastly reduced for July 2022 (FY 2022 -23). Bi -weekly normal costs expenditures will still be recorded – paying for current employees and their actuarially determined costs. The bulk of the pension tax override revenue will be utilized for debt service on the $153.4 million in POBs over the next thirty-five years.

The combination of employees paying their full share of retirement costs coupled with lower overall normal costs as non-classic (i.e., PEPRA) employees make up a larger overall share of total employees, has led to a reduction in retirement expenditures. Estimated PERS employer costs for FY 2022-23 are $3,174,500. The bulk of this savings is from the “employee pickup” category, as the City is no longer responsible for paying for all or a portion of the employee share.

It should be noted that this expenses was $ 1.047 million in FY 2018-19, and was reduced to $103,528 in FY 2020-21, the final fiscal year where the City was responsible for the employee share of retirement costs.

Another large, positive impact to Salary and Benefit expenditures is the continuation and refinement of cost allocation throughout the organization. This standard practice of charging payroll costs to non -General Fund sources was initiated with the FY 2020 -21 budget. For example, a significant portion of Public Works staff involved in project management and engineering are now appropriately charged to non-General Fund sources such as Local Return Funds (i.e., Measure M, Proposition C, etc.) and Federal/State grants. This effort also included staff in Administration , Finance and Community Development charging time to the Montebello Hills project, and Finance and Human Resources – Information Technology staff being charged to the Transit fund – reducing the overall impact of payroll costs on the General Fund.

The initial cost allocation efforts that began in FY 2020-21 are continued – and improved upon – in the FY 2022-23 budget. With additional operational data available, a larger share of certain xix

positions can now be charged to Transit and Local Return Funds. In addition, a larger selection of employees can be cost allocated.

Another change first initiated with the FY 2020-21 adopted budget that enhanced transparency and presented more accurate operating budgets for each Department is the movement of Other Post Employment Benefit (OPEB) charges to a Non -Departmental account. The City provides retirees – based on years of service and bargaining unit at the time of retirement – monthly health benefit cost reimbursement. Prior year budgets included these costs in each department, inflating operating budgets (most acutely in Police and Fire) based on the final department an employee worked for prior to retirement . The FY 2022-23 budget includes appropriations for OPEB expenses, but continues to record them in Non-Department accounts, providing a truer picture of what daily operating expense needs are for each operating department.

Maintenance and Operations
The Maintenance and Operations category comprises 34.5% of the FY 2022-23 General Fund budget ($23,454,500). This broad category provides funding for office supplies, personal protective equipment for Fire personnel, professional engineering services, auditing, grant writing and legislative advocacy services acr oss the organization, contract landscape and tree maintenance services, computer software and hardware purchases, street sweeping, utilities (e.g., electricity, gas, water , cell phones ), custodial servi ces, facility repair and maintenance, contract community services instructor payments, vehicle maintenance and repair services and many other expenses that provide the programs and services that Montebello residents enjoy.

This category is increasing $3.769 million (19.1%) when compared to the FY 2021-22 adopted budget. The majority of this increase comes from the various Contract Services accounts, accounting for $2.117 million of this increase. There is a schedule included in the budget book that provides a description of the majority of these contract services expenses, by department.

There are notable changes in the following Department’s budgets year over year:

Administration: The net year -over-year increase is $381,800, with the largest single increase related to the 2022 election ($200,000 included in the City Clerk budget). There are also additional expenses to improve the City’s record retention efforts, training on various election laws, and increased appropriations aimed at a local “get out the vote” effort.

Fire: The $1,073,130 increase from last year is spread across all divisions, with the largest increase in the Suppression Division ($706,250). There is an increas e in salaries ($300,000) related to updated MOUs, $136,000 in supplemental equipment purchases, and proper budgeting for a part-time (i.e., retired annuitant) Heavy Equipment Mechanic. The Administration Division is increasing due to additional MCAP related salaries and a supplemental vehicle purchase.

Human Resources – Information Technology: The $370,300 increase is split between Human Resources (supply supplemental requests for employee engagement and orientation events and an Assistant Director position) and Information Technology (full year budgeting of 3.0 FTE). xx

Parks and Recreation: As part of the re-organization moving Facilities and Parks Maintenance to Public Works, this department has a net decrease of $2,220,950. Two whole divisions acco unt for more than $2.5 million in appropriations being move to Public Works. The Recreation Division will see a $662,450 increase due to additional part -time wage expenses ( i.e., expanded programming throughout the year) and supplemental requests for vehicle purchases and various equipment.

Public Works: There is a $5.394 million increase, $4.166 million from new operations moved into and/or created for FY 2022 -23: Sewer Operations, Facilities, Building Safety and Parks Maintenance. In addition, there are several supplemental budget items added for FY 20 22-23:
$150,000 for a litter abatement crew, $345,000 for several new maintenance vehicles, $15,000 for staff uniforms, and additional supplies across all divisions. In addition, there are new positions being added (see section above) and a priority on filing numerous vacant positions.

Several supplemental requests are included in the FY 2022-23 budget. The tables below provide a summary and detailed listing of the various supplemental items included in the proposed budget, separated by General Fund ($9 38,800 in supplemental items) and non -General Fund items ($905,500), for a total of $1,844,300 in supplemental requests included in the proposed budget:

DEPARTMENT

GENERAL FUND
AMOUNT
COMMUNITY DEVELOPMENT 55,500
FIRE 302,700
HUMAN RESOURCES - INFORMATION TECHNOLOGY45,600
PARKS AND RECREATION 116,000
POLICE 59,000
PUBLIC WORKS 360,000
938,800

DEPARTMENT

OTHER FUND AMOUNT
PARKS AND RECREATION 105,000
POLICE 700,500
PUBLIC WORKS 100,000
905,500
1,844,300

xxi

DEPARTMENT AMOUNT DETAILED DESCRIPTION

COMMUNITY DEVELOPMENT
6,000$ Economic Development program related, additional travel needs for related conferences (i.e, ICSC, etc.)
7,500$ Economic Development program related, brochures for city promotion at various events
42,000$ Economic Development consultant, NaviRetail approved at 01/12/2022 City Council meeting
FIRE
56,400$ Ford F150 for Fire Chief (replacement of 20+ year old vehicle) 6,000$ Station 57 PPE Dryer (replacement) 50,000$ SCBA equipment (initial request was $100,000); ongoing replacement
43,200$ USAR classes, training materials, roof prop for Station 56 27,000$ Motoroal radio technical training on products and systems 10,000$ Stove and exhaust fan for Station 57 (rerplacement) 2,500$ iPads for Engine Company inspectors 14,000$ Fire Prevention training for personnel 93,600$ Ford Utility Vehicles (x2) for Fire Marshall and Fire Inspector (replacement of 20+ year old vehicles)

HUMAN RESOURCES - INFORMATION TECHNOLOGY
43,600$ Additional supplies budget for Street Fair, holiday, spring and halloween lunch, new hire lunch, employee recognition,
wellness event
2,000$ Handouts for new employees (orientation)

PARKS AND RECREATION
45,000$ Addt'l Christmas tree section; stage expansion pieces; storage unit; soccer goals
15,000$ Utility Box beautifcation program
56,000$ Ford transit passenger wagon (excursions, senior center, total of 1)
21,000$ Communtiy garden management agreement with LACGC (approved by City Council 02/09/2022), ongoing management expense
84,000$ Ford Esecape SE (class programs etc between facilities + mail delivery, total of 2 vehicles)
POLICE
14,000$ Traffic monitoring radar and software 20,000$ Organizational management systems software 25,000$ Communications center assessment (profefssional services agreement)
121,000$ SART requipment and training
456,300$ Patrol, Detective and Administration vehicles (total of 8) 123,200$ Detective vehicles (total of 3)

PUBLIC WORKS
5,000$ Staff uniforms
5,000$ Staff uniforms
5,000$ Staff uniforms
310,000$ 5 vehicles for Streets/Parks
35,000$ 1 vehicle for Engineering
360,000$
938,800$ <=GENERAL FUND M&O SUPPLEMENTALS
905,500$ <=NON-GENERAL FUND M&O SUPPLEMENTALS 1,844,300$ <=TOTAL M&O SUPPLEMENTALS

xxii

Many of the supplemental items are one-time, or semi-recurring in nature, such as vehicles, SCBA equipment (Fire), stage expansion pieces, management assessment studies, SART equipment (Police), and other related equipment/vehicle items. There are also items related to City Council strategic goals: new funding for expanding the City’s economic development program.

Of the $1,844,300 in supplemental items included across all funds, $1,375,700 are one -time in nature. In other words, they are capital type equipment and/or vehicles with relatively long useful lives. While these items will need to be replaced eventually, the costs associated with acquisition do not need to be budgeted annually. The recurring items (i.e., uniforms, software licenses, etc.) total $200,100 and will become permanently budgeted items. There is an additional $268,500 in semi-recurring items (i.e., iPads, soccer goals, etc.) that have shorter “shelf -lives” than vehicles or other capital items, and budget will need to be provided for in subsequent budgets (but not annually).

As can be seen by the descriptions above, many of the supplemental items are necessary due to the former practice of delaying equipment and infrastructure repairs and upgrades. The FY 2022- 23 budget represents the third year of playing “catch up” with the myriad deferred purchases. The majority of these supplemental equipment/vehicle items have been for the Fire Department.

However, every o perating department continues to identify unmet needs and such items will continue to be included in subsequent budgets.

Utilities related expenses ( i.e., electricity, water, fuel for vehicles) are increasing $ 276,000 over FY 2021-22. While there are significant projected reductions in electricity use at City Hall and Police Headquarters, these are offset by forecasted increases in other areas. Staff has focused more attention at analyzing annual trends and has adjusted electricity usage costs to better reflect actuals.

Vehicle Maintenance associated costs remain relatively flat compared to the prior year. T he recent replacement of more than thirty vehicles in Police, Public Works, Code Enforcement and Parks and Recreation in the past two years has contributed to this trend. A newer fleet equates to lower maintenance costs, and improved service to residents. Staff is working on creating a long-term vehicle replacement plan that will ensure that essential public safety vehicles are replaced on a regular basis.

As noted above, there will be several new v ehicles added to Police, Fire, Parks and Recreation and Public Works through the supplemental budget request process. The addition of these new vehicles should help keep vehicle maintenance costs from rising. Furthermore, City Council recently approved n ew vehicle maintenance contracts with Ford, Chevrolet and Tire Pros (all Montebello businesses), an additional step in better managing preventive maintenance costs.

There are annual Debt and Lease payments related to bond issuances (e.g., Series 2014ABC ) and lease payments on equipment (e.g., Parks and Recreation vehicles, Public Works tractor, etc.) included in the FY 2022-23 budget. This category is realizing a reduction, as Police and Fire Radio lease payments have ended, contributing $294,300 in savings in this category. xxiii

Capital Improvement Program
The proposed CIP budget for FY 2022-23 is $18,681,382 and utilizes funding from Gas Tax, Local Return Funds (i.e., Proposition C, Measure R, etc.), Measure W (Los Angeles County stormwater fee), and Federal grants (i.e., HSIPL) for a host of various projects.

The table below provides a high-level overview of CIP appropriations by fund:

Funding Source (Description / Fund Number)
FY 2022-23
Budget
Gas Tax (Fund 200) 2,740,000
Proposition A (Fund 210) 5,727,527
Proposition C (Fund 215) 1,672,255
Measure M (Fund 222) 1,748,500
Measure R (Fund 220) 1,866,553
Measure W (Fund 229) 920,000
Road Maintenance and Rehabiliation Account (RMRA/SB1) (Fund 201) 3,150,000 TDA-3 (Fund 223) 96,547
HSIP (Grant) 760,000
18,681,382

Some of the projects that are part of the FY 2022-23 CIP budget are continued from prior years, as typically design, engineering and construction spans more than one fiscal year depending on the project. There are additional funds available in the various special funds that are not part of the $18.681 million committed to the various projects. I n other words, available fund balance exists that has not been committed to a particular project. The Director of Public Works will work with staff and the City Council to determine potential priority projects to which these unprogrammed funds can be obli gated. Subsequent City Council action would appropriate the unprogrammed funds depending on decisions made about new or expanded CIP projects.

The budget amounts included in the FY 2022-23 CIP represent either new funding necessary to begin a project or prior year appropriations necessary to continue a previously approved project.

Additional funding will be appropriated once FY 2021 -22 is completed and encumbrances are carried over as part of the regular “year -end close” process. The carryover of open/ac tive purchase orders will amend the FY 2022-23 budget for the various CIP projects with active work.

In addition, for the first time ever, Staff will present a formal carryover/re -appropriation agenda item to the City Council in October. This formal re -appropriation is a standard practice in other municipal agencies, and improves transparency while providing more accurate budgets for continuing CIP projects. This action is yet another improvement to the budget process and helps Montebello move towards fiscal stability and sustainability.

Citywide and Department Highlights

The FY 2022-23 budget includes various changes to individual Department budgets – adding staff and equipment, re -organizing divisions, etc . While basic services remain funded, there are xxiv

enhancements in different key areas. The General Fund budget for all departments is $67,990,100, a $6,581,410 increase over the FY 2021-22 adopted budget. The ability to continue funding all basic services, while providing for numerous unmet and deferred needs, is predicated on a concerted effort to right-size the City’s budget coupled with improved revenue forecasts. The five-year budget development process developed to assist in these efforts is in year three (see section above for a more detailed discussion), providing additional research efforts to better refine and balance ongoing expenditures against ongoing revenues.

The table below shows each Department’s proposed budget and the variance from the adopted FY 2021-22 budget (as well as comparative information for FY 2019-20 and FY 2020-21):

2019-20
Actual
2020-21
Actuals
2021-22
Adopted
Budget
2022-23

PROPOSED
BUDGET
FY 22-23
VS. FY 21-
22 (Bud/Bud)
Administration / Elected 2,392,931 2,473,138 2,354,400 2,736,200 381,800 Community Development 1,612,140 1,752,274 2,489,820 2,602,450 112,630 Finance / Non-Departmental 6,852,611 14,113,482 5,129,100 5,807,400 678,300 Fire 15,114,996 15,310,306 15,814,270 16,887,400 1,073,130 Human Resources - Information Technology 1,239,180 1,742,602 1,928,000 2,298,300 370,300 Parks and Recreation 4,472,874 5,078,363 5,361,550 3,140,600 -2,220,950 Police 19,223,841 18,916,427 18,818,950 19,611,000 792,050 Public Works 8,865,983 9,998,328 9,512,600 14,906,750 5,394,150 59,774,556 69,384,920 61,408,690 67,990,100 6,581,410

The paragraphs below provide brief highlights and a discussion of the major changes in each Department’s budget for FY 2022-23.

Administration and Elected
Overall, the budgets for elected officials (City Council, City Treasurer, and City Clerk) and Administration increased a net $ 292,500 from last fiscal year. The single largest increase is in the City Clerk’s budget, with $200,000 added for the 2022 General Election (i.e., estimated cost that will be paid to the County of Los Angeles for administering the consolidated election) . In addition, the City Clerk’s budget has additional expenses to assist with the improved records retention efforts begun over a year ago.

There is a $91,500 reduction in the Community Promotion division. This is from two professional services agreements being completed: the update to the City’s website and the citywide rebranding effort. While work continues on these projects, there is no need to provide budget in FY 2022-23, any unspent funds will be rolled over as part of the year-end encumbrance process.

As discussed above, improved cost allocation of salary and benefit costs has m uted the overall impact of increased salaries in this Department due to the recently approved MOUs and operationalization of the classification and compensation study . Properly allocating these costs to the Transit fund represents the true citywide effort needed to manage an organization the size and scope of Montebello.

xxv

Community Development
The Community Development D epartments’ total budget of $ 2,602,450 represents a $ 112,630 increase over FY 2021-22. The majority of this increase is from adding much needed staff in the Code Enforcement Division, as well as the addition of a third -party contracted parking enforcement service. There is also an increase related to expansion of the City’s economic development program – adding a full-time Economic Development Manager and related supplies, training and software aimed at improving the City’s efforts in this area . The year -over-year increase is net of reductions from the movement of the Building Safety Division to Public Works.

The Administration Division is increasing $129,900, primarily from the planned filling of two key vacancies: Senior Management Analyst and Management Analyst. These positions will assist with budget monitoring and with supporting other Department programs (i.e., CDBG, HOME, etc.).

The Department has reduced legal and professional services costs related to cannabis businesses. In coordination with Finance, improved efforts at billing and collecting have reduced the reliance on third-party consultants. Internal Finance and Community Development staff have successfully improved monitoring of cannabis business operations, which has led to increased revenue collection per existing development agreements and the municipal code.

Human Resources and Information Technology
The Human Resources and Information Technology budget is $ 2,298,300, a $370,300 increase over last year. This increase is a combination of adding staff and increasing supplies budgets.

The Information Technol ogy function was folded into Human Resources during FY 2019 -20 (previously part of Finance). The pandemic response – and the need for employees to work remotely – was an opportunity for the City to analyze the numerous information technology challenges it faces. In FY 2019-20, an information technology assessment was conducted. The results of this assessment, and the prioritization of projects to improve the city’s information services, have been reviewed and prioritized.

Staff presented a preliminary “Information Technology Backbone Upgrade” project and budget overview during the FY 2021-22 budget development process. As part of the American Rescue Plan Act (ARPA)/Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) update provided to the City Council on September 1, 2021, Staff received direction to utilize a portion of the City’s CSLFRF award on the backbone upgrade project.

The FY 2022-23 budget includes a separate non-General Fund capital project fund which will be used to track expenses related to the hardware, software and professional services necessary to modernize Montebello’s information technology infrastructure. There is $4.7 million budgeted for the first year of this project, which will be funded with CSLFRF revenue. The majority of these projected expenses (86%) are for hardware, licensing and software purchases. The other 14% is for professional services related to data center deployment, document management services, security event management, etc.

xxvi

The table below outlines the five-year estimated cost for this essential project:

Year 1 Year 2 Year 3 Year 4 Year 5
Hardware 2,351,478 120,000 120,000 120,000 120,000 License 1,626,675 421,998 437,192 458,654 481,575 Professional Services 648,852 246,172 253,557 261,164 268,998 Software 149,734 112,512 118,137 124,044 130,246 Total 4,776,738 900,681 928,886 963,861 1,000,819

As for General Fund expenditures, the Human Resources function is proposing to add an Assistant Director position. Given the improved professionalism of the City’s Human Resources function, coupled with the various recruiting, employee relations and related tasks, this position would improve overall operations in the Department . A Human Resources Analyst will also be added, funded 100% from th e Transit Fund. This position will focus on Transit related recruitments, as that department looks to significantly increase the number of Bus Operators necessary to provide service.

There is also $43,600 in supplies expenses for expanded employee enga gement events: new employee orientation, employee appreciation lunches, etc. These engagement events are designed to further improve morale and professionalism across the organization , and are an approved use of public funds.

The $102,800 increase in the Information Technology Division is primarily from the full -year budgeting of three full -time, in -house position s: an Information Services Manager and two Information Systems Analysts. These positions were added and recruited during FY 2021 -22, and FY 2022-23 represents the first full year of salary and benefit impacts.

Parks and Recreation
The Parks and Recreation budget is decreasing by $2,220,950, to $3,140,600. This decrease is from the re-organization which is moving Facilities and Parks Maintenance to Public Works (see Public Works below for additional details). The Recreation Division is increasing by $662,400 with the addition of a Community Services Supervisor, and budgeting for two vacancies being filled (Recreation Manager and Superintendent). There is also an increase to the part-time wage budget, accounting for the expansion of community programs throughout the year.

The Administration Division has a net decrease with the movement of the Deputy Director to Public Works. This position manages both Facilities and Park Maintenance, hence the shift out of Parks and Recreation.

As noted above, there are $221,000 worth of supplemental requests in the FY 2022 -23 Department budget. Slightly more than half ($116,000) is General Fund: additional Christmas tree section for the City Hall tree, utility box beautification supplies, and a Ford Transit passenger wagon for excursions and senior center activities. The remaining sup plemental items will be xxvii

funded with Measure A and AQMD funds – the community garden management agreement and two Ford Escape hybrid vehicles for general staff related tasks.

Police
The Police Department budget is $19,611,000, a $792,050 increase (4.2%) over the adopted FY 2021-22 budget. There are increases to the Patrol, Support Services and Records Divisions.

These increases are offset by year -over-year reductions in Administration and Investigative Services. None of the decreases impact service or staffing levels. As Staff gains a greater appreciation for spending patterns – in salaries and maintenance and operations – refinements to budgets can be made which better reflect actual expenses. This is yet another by-product of the research being done as part of the five year budget development improvement process.

The majority of the increases come from salary changes due to recently approved MOUs and the operationalization of the classification and compensation study (as discussed above). The Patrol division is impacted the most from the MOU adjustments, with full-time regular salaries increasing $250,000 vs. FY 2021 -22. In addition, improved efforts at tracking part -time “Police Trainees” (i.e., civilians in the police academy working to become police officers) has increased part -time salaries by $69,000. This is one of the many improvements to budgeting that help reflect more accurately projected expenses in a fiscal year.

Traffic Division regular salaries are increasing $57,300 over the prior year, forecasting the addition of one motor officer. Support Services Division salaries are up $103,900 with the proper budgeting of support positions vs. splitting them between this division and Administration. There is also a $225,000 in additional p art-time funding to better reflect the actual use of various part - time support staff in the Department. These increases are offset by a $325,000 decrease in salaries in the Investigative Services Division. This decrease does not impact staffing, it reflects a better understanding of actual salary trends, based on improved tracking and forecasting.

The Police Department budget includes $759,500 in supplemental requests, $59,000 of which is accounted for in the General Fund. The General Fund supplementa l items are for traffic monitoring software, organizational management software, and a communications center assessment. The remaining supplemental requests are vehicles (a total of 11, eight of which are patrol cars) and SART equipment. The use of Asset Forfeiture funds will pay for the majority of the vehicles and all of the SART equipment, with AQMD funds supplementing the acquisition of additional vehicles.

One position is proposed, a Crime Analyst to assist with modernizing the way in which basic response data is used to better inform deployment of resources. Most modern police departments have a dedicated position for this type of analysis, and adding a Crime Analyst will help improve service levels and reporting.

Fire
The FY 2022-23 budget of $16,887,400 represents a $1,073,130 increase over the FY 2021-22 adopted budget, a 6.8% year-over-year increase. About three-fourths of this increase is related xxviii

to various increases in the Su ppression Division: salary and benefits costs and supplemental requests to replace aging and obsolete equipment and supplies.

Years of deferred facilities maintenance and delayed replacement of essential life -saving equipment has meant the necessity of funding numerous, large dollar supplemental requests for a third year in a row with the FY 2022-23 budget. Given the length of time during which various equipment and infrastructure needs were ignored, these types of large supplemental requests will likely continue for several years.

Overall, the Fire Department’s budget has been enhanced by the inclusion of $302,700 in supplemental Maintenance and Operations budget requests to meet the various deferred maintenance and delayed equipment replacement needs. Many of the expenditures being funded in the FY 2022-23 budget are not recurring; hence succeeding budgets will be reduced once certain equipment and maintenance needs are met.

The following essential items are included in the Department’s FY 2021-22 budget:

56,400$ Ford F150 for Fire Chief (replacement of 20+ year old vehicle) 6,000$ Station 57 PPE Dryer (replacement) 50,000$ SCBA equipment (initial request was $100,000); ongoing replacement
43,200$ USAR classes, training materials, roof prop for Station 56 27,000$ Motoroal radio technical training on products and systems 10,000$ Stove and exhaust fan for Station 57 (rerplacement) 2,500$ iPads for Engine Company inspectors 14,000$ Fire Prevention training for personnel 93,600$ Ford Utility Vehicles (x2) for Fire Marshall and Fire Inspector (replacement of 20+ year old vehicles)

The Department is also proposing to add 2.0 FTE: Fire Battalion Chief and Telecommunications Technician. However, there will be two vacant positions deleted: Deputy Fire Marshall and Community Risk Reduction Coordina tor. The updated staffing plan better reflects the true organizational need of the department. The Battalion Chief will oversee training and related functions, and the Telecommunications Technician will provide additional support for citywide radio and communication functions – to include Police and Transit as well as Fire.

Improving the tracking of overtime continues with the FY 2022-23 budget. Finance and Fire staff collaborated in FY 2020-21 to create a new account to track “constant staffing” overtime, which is different than “FLSA overtime.” Having this differentiation assists with improving management of staffing levels, and brings transparency to the different types of overtime required to maintain proper emergency response . The filling of vacant Firefighter and Fire Engineer positions has helped with maintaining overtime. The regular (i.e., non-constant staffing) overtime budget is $1.3 million for FY 2022 -23, representing a $450,000 decrease from FY 2021 -22. The Constant Staffing overtime budget is increasing by $100,000. The net decrease of $350,000 reflects a more accurate overtime budget as well as fewer vacancies in the Department.

xxix

Public Works
The FY 2022 -23 budget places a greater focus on the Public Works Department . In fact, one could label this year’s budget “The Year of Public Works” as a greater focus is placed on how to improve and enhance this essential department. A re-organization that began in FY 2021-22 is fully operationalized in this budget. Three divisions are m oving into Public Works: Building Safety, Facilities Maintenance, and Parks Maintenance. Furthermore, the Sewer Maintenance and Stormwater Divisions are more accurately budgeted, reflecting updated needs in these two important areas.

The $14,906,750 proposed budget for Public Works represents a $5,394,150 increase. Of that amount, $4.167 million is from moving new divisions into the Department, and fully funding other newly created divisions ( i.e., Sewer Maintenance). There are also net increases due to the addition of key staff and the focus on filling long-time vacancies.

Of the $360,000 in Maintenance and Operations supplemental requests included in the FY 2022- 23 budget, $345,000 is for much needed vehicles for maintenance staff:

5,000$ Staff uniforms
5,000$ Staff uniforms
5,000$ Staff uniforms
310,000$ 5 vehicles for Streets/Parks
35,000$ 1 vehicle for Engineering

As for staffing, the following positions are included in the proposed budget:

 Assistant Director
 Public Works Manager
 Principal Engineer
 Electrician
 Plumber

These positions will help the Department professionalize a range of services, and provide additional supervision and management support to various functions. For example, the Public Works Manager will assist the current Deputy Director and Superintendent manage Street, Parks and Facilities functions, providing an extra layer of supervision and management. The trades’ positions of Electrician and Plumber will complement the City’s current use of third-party contract services in these areas. Similar to the hybrid approach the City uses for information technology “help desk” services, having a combination of in-house vs. contract staff will improve response to facility needs and improve overall maintenance of City facilities.

A key addition to services is a weekend crew dedicated to bulky item pick -up and related maintenance. The “litter abatement crew” will be comprised of four (4.0) part -time Maintenance Workers and one (1.0) part -time Public Works Manager. The weekend response crew will add much needed service in this area, and free up existing full -time staff to focus on more pressing maintenance needs.
xxx

The increase to full-time regular salaries in the Streets Division reflects the goal of filling all ten (10.0) full-time Maintenance Worker positions. Overall, Public Works has been historically under- staffed when compared to similar Public Works operations in other agencies. Focusing on filling vacancies, and complementing full -time staff with part -time employees will help bring staffing closer to industry standards. More analysis is needed to establish ideal staffing levels, but the budget increases to full and part -time salaries for FY 2022 -23 will help improve service to the community.

In addition to salary increases, there is a large contract service increase for sewer maintenance.

In FY 2021 -22 the City entered into a contract with the County of Los Angeles to provide this service. A new division was created and the $600,000 budgeted for these services is included for FY 2022 -23. There w as no adopted budget amount last fiscal year, as the contract was approved after July 1. This contract is for maintenance only, and the City still has a multi-million need for sewer infrastructure repair which remains unfunded . Staff is exploring establi shing a dedicated funding source for capital and maintenance needs.

The Building Safety, Facilities and Parks Divisions generally reflect the same levels of budget as prior years. Further refinement of these Division budgets has occurred in FY 2022 -23, with adjustments to supplies and equipment made as necessary. In addition, staff such as the Public Works Manager (full-time), Electrician and Plumber were added to these divisions for FY 2022-

23. Transit
The largest enterprise fund -- as measured by total expenditure and revenue appropriations – is Transit, Fund 600 (Montebello Bus Lines). This fund accounts for the various sources (Proposition A, Federal Transit Administration, etc.) and uses of funds (sa laries, maintenance, equipment purchases, etc.) that are utilized to fund daily operations. The FY 2022 -23 proposed Transit budget – excluding grants (Fund 270) and Senate Bill 1 (SB 1) State of Good Repair funding (Fund 202) – includes $35.505 million in expenditures (an increase of $1.187 million over FY 2021-22) balanced against $51.284 in revenue (a $21.905 million year-over-year increase).

The additional revenue for this year comes from two Federal sources, aimed at ameliorating the impacts of the coronavirus pandemic: the American Rescue Plan Act (ARPA) and the Coronavirus Response and Relief Supplemental Appropriations (CRRSA) Act . These two one - time sources of revenue account for $16.0 million of the $51.284 million forecasted for FY 2022- 23 ($9.0 million in ARPA and $7.0 million in CRRSA). This funding will help with daily operations, making up for lost fair revenue due to pandemic related bus line shut downs and lower ridership caused by various coronavirus related restrictions and impacts.

The table below provides an overview of actual expenditures and budgets from FY 2019-20 through FY 2022-23:

xxxi

2019-20 Actual
2020-21
Adopted
Budget
2020-21
Amended
Budget
2020-21
Actual
2021-22

ADOPTED
Budget
2022-23

PROPOSED
BUDGET
Transit Administration 7,305,313 6,705,100 7,049,675 8,756,403 9,956,050 11,232,950 Transit Operations 15,099,785 16,002,000 15,780,317 12,767,317 15,812,600 16,116,400 Metrolink Station 258,961 318,900 318,900 251,620 291,200 78,300 Corporate Shops 6,313,097 7,175,000 7,452,837 6,092,372 7,642,250 7,465,800 Capital Projects 1,787,852 - - 2,933,748 - - Taylor Ranch - - - - - - Prop C 5% Security 455,357 544,800 552,118 252,536 555,800 591,200 Bus Advertising 62,717 21,700 21,700 72,500 60,000 20,000 SYEP 8,035 10,000 10,000 - - - ABM Facility Upgrades - - - - - - Non-Departmental 380,252 - - 8,562 - - COVID-19 Response - - 6,500,000 9,493,676 - - 31,671,369 30,777,500 37,685,547 40,628,734 34,317,900 35,504,650

The Administration Division projects an increase to full-time salaries. There are several reasons for this increase, the two primary being the improved cost allocation from the General Fund to the Transit Fund, and the realization of full year salary impacts from newly added administrative staff.

The Operations Division will see an increase as well – a combination of the addition of full-time Bus Operators coupled with higher fuel costs . There is a reduction in part -time budgets, as the operational model has changed to hire additional full -time bus operators to meet service needs.

However, this is offset by an increa se in t he overtime budget, as vacancies remain and recruitment efforts continue to fill Bus Operator and other key positions.

The Corporate Shop Division will see a $176,450 decrease vs. last year. There is a reduction in full-time salaries and contract services, with vehicle repair services and parts remaining flat when compared to FY 2021-22. As newer buses enter the fleet, the cost to maintain them decreases, hence related services and parts expenses tend to flatten.

In addition to the operating budget found in Fund 600, capital and equipment projects and purchases are also funded through grants and state funding. Additional detail can be found in this budget book on Transit Grant expenditures (Fund 270) and SB1/SGR projects (Fund 202). Each of those funds has its own dedicated budget schedule in the budget book, providing historical data on revenue and expenditures.

Conclusion

The Fiscal Year 2022-23 budget was prepared under more promising conditions, as the economic and social impacts of the global pandemic begin to wane since the spring of 2020. Revenue projections are more positive than last year. The addition of American Rescue Plan Act (ARPA) funding -- $16.59 million between FY 2020-21 and FY 2021-22 – will provide needed funding to backfill lost revenue, improve vital technology services, and complete long-overdue repairs to the City’s aging sewer system. Appropriation of $4.7 million of thes e funds can be found in the “Information Technology Upgrades” capital project funds (Fund 325). These funds will help xxxii

update a woefully ancient and inadequate information technology infrastructure, providing improved security and efficiency once the project is completed.

The entire $ 184.265 million spending plan provides appropriations across the full range of services that Montebello provides: fire, police, transit, public works, community services, planning, building, code enforcement, information t echnology, financial planning, homeless outreach, street improvements, recruitment, and so forth. There will be $ 203.271 million in revenue from various sources to fund the myriad expenditures across all operations.

This budget provides expansion of cert ain services and programs, while continuing the process of modified zero-based budgeting that will place Montebello on sound financial footing. It represents the second year of a five year plan designed to achieve fiscal sustainability and create a culture of fiscal responsibility throughout the organization. Right-sizing the budget by re - evaluating prior methods by which budgets were built began with last year’s budget development efforts. Future budgets will continue these efforts, providing for funding where appropriate while ensuring the City lives within it means and manages public funds responsibly and transparently all while meeting the needs of residents and responding to City Council strategic goals.

The myriad accomplishments of the past year, and the projects and programs planned and funded in the FY 2022-23 budget will help Montebello successfully begin its second century of incorporation. The efforts and positive strides forward will ensure the next 100 yea rs see more successes and keep Montebello progressing forward.

ITEM #____
CI

TY OF MONTEBELLO
CIT

Y COUNCIL AGENDA STAFF REPORT
TO: H
onorable Mayor and City Council Members
FR
OM: René Bobadilla, P.E., City Manager
BY: J
ames Enriquez, Director of Public Works / City Engineer SUBJ
ECT: Award of Construction Contract for CP. #891 – Annual Concrete Repair Program Fiscal Year 2021-22
DAT
E: June 8, 2022
RECOMMENDATIONS:

It
is recommended that the City Council:
1) Aw
ard a construction contract for the Annual Concrete Repair Program Fiscal Year 2021-22 (C.P. # 891) in the amount of $1,208,926 to CJ Concrete Construction, Inc.; and
2) Aut
horize the Director of Public Works to review and approve change orders within a 15% contingency of the contract amount; and
3) Aut
horize the City Manager to execute the Contract Agreement, on behalf of the City; and
4) Tak
e such additional, related, action that may be desirable.

FISCAL IMPACT
As
part of the Fiscal Year 2021-22 Capital Improvement Program (CIP) Budget, a total of $350,000 was allotted for this project, with the following amounts 1) $200,000 from Gas Tax (Fund 200), 2) $46,547 of TDA-3 funds (Fund 223); and 3) $103,453 of Measure R funds (Fund 222).

Addit
ional funding in the amount of $1,400,000 is included in the proposed Fiscal Year 2022-23 CIP Budget for this project, allocated to the following funds: 1) $500,000 from Gas Tax, Fund 200; 2) $400,000 from Measure R, Fund 220; and 3) $500,000 from Road 11 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022 Award of Construction Contract for CP. #891 – Annual Concrete Repair Program Fiscal Year 2021-22

Maintenance and Rehabilitation Act (SB1), Fund 201. The unspent funds from the FY 2021-22 adopted CIP budget will be carried over to FY 2022- 23, and added to the new appropriations included in the FY 2022-23 CIP budget.

BACKGROUND

The Project includes removal and reconstruction of existing concrete sidewalks, curb and gutters, driveway approaches, and curb ramps citywide to meet ADA requirements.

On April 27, 2022, the City Council approved the plans and specifications and authorized the Public Works Department to advertise the project for public bidding.

The Notice Inviting Bids was published on May 10, 2022, in the local newspaper and the Green Sheet. The notice, plans and specifications were also posted on Planet Bids thru the City of Montebello’s Website.

On May 26, 2022 at 11:00 AM, five (5) bids were received and opened publicly, as follows:

CJ Concrete Construction Inc. $1,208,926
Onyx Paving Co. $1,527,000
CT&T Concrete Paving, Inc. $1,673,640
AG Construction $1,751,094
Gentry General Engineering, Inc. $1,783,726

The bids were analyzed and CJ Concrete Construction Inc., was determined to be the lowest responsive and responsible bidder. Award of a construction contract to CJ Concrete Construction Inc. in the amount of $1,208,926 is recommended.

The anticipated project schedule is as follows:

• Award of Contract June 8, 2022
• Start Construction July 2022
• Complete Construction September 2022

ANALYSIS

The total amount allocated for this project in the Fiscal Year 2021- 22 and 2022-23 CIP Budget is $1,750,000. A Summary of the projected cost is as follows (combining unspent FY 2021-22 funding and new FY 2022-23 appropriations):

$ 1,208,926.00 Construction Low Bid
$ 181,338.90 Contingency (15%)
$ 1,390,264.90 Total

CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022
Award of Construction Contract for CP. #891 – Annual Concrete Repair Program Fiscal Year 2021-22

ENVIRONMENTAL

On April 27, 202, the City Council found the project categorically exempt pursuant to the State Guidelines for Implementation of the California Environmental Quality Act (CEQA) and approved the filling of the Notice of Exemption.

SUMMARY

Upon approval of the recommended actions, staff will execute the contract agreement with CJ Concrete Construction Inc. and coordinate the completion of the Project.

Sufficient appropriations exist in various accounts – based on funding source – and the proposed FY 2022-23 CIP Budget. Therefore, no budget amendments are needed at this time.

ATTACHMENTS:

A. Attachment A – Bid Summary
B. Attachment B – Construction Contract Agreement, C.P. #891

ITEM BID ITEM QTY. UNITS BID TOTAL BID TOTAL BID TOTAL BID TOTAL BID TOTAL No. PRICE AMT. PRICE AMT. PRICE AMT. PRICE AMT. PRICE AMT. 1 Mobilization/ Demobilization (Not to exceed 5% of total contract Bid Items) 1 LS 10,000.00$ 10,000.00$ 68,000.00$ 68,000.00$ 82,000.00$ 82,000.00$ 65,000.00$ 65,000.00$ 14,100.00$ 14,100.00$ 2 Traffic Control (Not to exceed 5% of total contract Bid Items) 1 LS 10,000.00$ 10,000.00$ 72,648.00$ 72,648.00$ 82,000.00$ 82,000.00$ 65,000.00$ 65,000.00$ 86,000.00$ 86,000.00$ 3 Remove & Replace Existing Concrete Sidewalk 41710 SF 11.00$ 458,810.00$ 12.00 $ 500,520.00$ 16.00 $ 667,360.00$ 15.00 $ 625,650.00$ 15.75 $ 656,932.50$ 4 Remove & Remove Existing Concrete Driveway Approach 12776 SF 14.00$ 178,864.00$ 16.00 $ 204,416.00$ 17.00 $ 217,192.00$ 19.00 $ 242,744.00$ 27.00 $ 344,952.00$ 5 Remove & Replace existing Curb and Gutter 2466 LF 72.00$ 177,552.00$ 76.00 $ 187,416.00$ 68.00 $ 167,688.00$ 150.00 $ 369,900.00$ 100.00 $ 246,600.00$ 6 Reconstruct Existing Curb Drain 27 EA 500.00$ 13,500.00$ 1,000.00$ 27,000.00$ 400.00$ 10,800.00$ 1,200.00$ 32,400.00$ 583.00 $ 15,741.00$ 7 Place ADA Truncated Dome Pad on Existing Curb Ramp 20 EA 800.00$ 16,000.00$ 2,000.00$ 40,000.00$ 1,670.00$ 33,400.00$ 770.00 $ 15,400.00$ 1,000.00$ 20,000.00$ 8 Remove & Replace existing Curb Ramp 46 EA 5,700.00$ 262,200.00$ 7,500.00$ 345,000.00$ 7,200.00$ 331,200.00$ 5,500.00$ 253,000.00$ 6,900.00$ 317,400.00$ 9 Prune Tree Roots and Install Root Barriers – Allowance of $42,000 1 LS 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 42,000.00$ 10 Remove Existing Tree – Allowance of $40,000 1 LS 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 1,208,926.00$ 1,527,000.00 $ 1,673,640.00 $ 1,751,094.00 $ 1,783,725.50 $ Bidder No. 4Bidder No. 3
AG ConstructionCT&T Concrete Paving, Inc

TOTAL BASE BID
Bidder No. 1
CJ Concrete Construction, Inc
Bidder No. 2
ONYX Paving Co, Inc. Gentry General Engineering,
Inc
Bidder No. 5
May 26, 2022

BID SUMMARY
Annual Conrete Repair Project
FY 2021-2022 & 2022-2023
CP 891
City of MontebelloDepartment of Public Works1600 W. Beverly BoulevardMontebello, CA 90640(323) 887-4555

H - 1

CITY OF MONTEBELLO

STANDARD PUBLIC WORKS AGREEMENT

THIS STANDARD PUBLIC WORKS AGREEMENT ( “AGREEMENT” ) is dated June 8, 2022 for reference purposes only and is made and entered into by and between the CITY OF MONTEBELLO, a Municipal corporation (the “CITY”) and CJ CONCRETE CONSTRUCTION, INC. (“CONTRACTOR” ) whose address is 10142 Shoemaker Avenue, Santa Fe Springs, CA 90670.

SEC. 1. RECITALS

WHEREAS, the CITY duly advertised a Notice Inviting Bids to be submitted on or before 11:00 am on May 26, 2022 for the work of the Annual Concrete Repair Program Fiscal Year 2021-222 (C.P. # 891), ( “PROJECT” ).

WHEREAS, on June 8, 2022, the City Council accepted the bid of CONTRACTOR as the lowest responsible, responsive bid received and directed t hat a written contract be entered into with CONTRACTOR for the PROJECT.

NOW, THEREFORE, in consideration of the promises an d the mutual covenants and agreements herein contained, the parties do hereby agree as follows:

SEC. 2. CONTRACT DOCUMENTS.

A. The CONTRACT DOCUMENTS for the PROJECT shall con sist of the Notice Inviting Sealed Bids, the Instructions to Bidders, Bidders Proposal , Addendums, General Specifications and all referenced specifications, details, standard drawin gs, and appendices, together with this Contract and all required bonds, and insurance certificates. Al l of the “Contract Documents” are intended to complement the other documents so that any work cal led for in one, and not mentioned in the others, or vice versa, is to be executed the same as if men tioned in all of said documents. The CONTRACT DOCUMENTS are incorporated herein by this reference and made part hereof as though they were fully set forth herein.

B. In case any of the CONTRACT DOCUMENTS conflict w ith each other, the order of preference for the CONTRACT DOCUMENTS is:

1. This AGREEMENT

2. Appendices

3. Standard drawings

4. Details

5. Special Provisions, if any

6. Addendums

7. General Specifications and all referenced speci fications

H - 2

8. Bidders Proposal

9. Instructions to Bidders

10. Notice Inviting Sealed Bids

SEC. 3. THE WORK.

For and in consideration of the payments and agreem ents to be made and performed by CITY, CONTRACTOR agrees to furnish all materials and perf orm all work required for the PROJECT and to fulfill all other obligations as set forth in the CONTRACT DOCUMENTS.

SEC. 4. COMPENSATION.

CONTRACTOR hereby agrees to receive and accept the total amount of One Million Two Hundred and Eight Thousand Nine Hundred Twenty-six Dollars ($1,208,926), which is based on performing all of the work shown on Bidders Proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses , damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the CONTRACT DOCUMENTS , and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work. CITY shall herein retain five percent (5%) of said price until said time as the provisions of SEC. 18 herein have been met.

Sec. 4.1. Progress Payments
Progress Payments shall be made in accordance with Section 9 of the General Provisions and the provisions of this Section 4.1. Upon receipt o f a properly presented payment request, the CITY shall process the payment request in accordance wit h Public Contracts Code Section 20104.5. The CITY shall review the payment request as soon as po ssible. If the CITY rejects the payment request, it shall be returned to the CONTRACTOR within seven days of its receipt by the CITY with an explanation for the reasons of its rejection. If the payment request is approved in writing by the CITY, payment shall be made in thirty (30) days of receipt of an undisputed and properly presented payment request. Late payments shall bear interest at the legal rate of interest in accordance with Code of Civil Procedure 685.010. CITY shall pay CONTRACTOR a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and m aterials incorporated into the work under the contract during the period covered by said statemen t. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 4.2 of this Agreement for retention of funds.

Sec. 4.2. Retention of Funds
Progress payments shall be made in accordance with the provisions of Section 4.1 of this Agreement. In accordance with said section, CITY shall pay CONTRACTOR a sum based upon ninety five percent (95%) of the contract price in proport ion to the labor and materials incorporated into th e work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security t o be paid to the CONTRACTOR within sixty (60)

H - 3

days after final acceptance of the work by the City Council, after CONTRACTOR shall have furnished CITY with a release of all undisputed contract amou nts, if required by CITY. In the event there are any claims specifically excluded by CONTRACTOR from the operation of the release, the CITY may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. CITY’s failure to deduct or withhold shall not affect CONTRACTOR’s obligations hereunder.

Sec. 4.3. Substitution of Securities.

Pursuant to Public Contracts Code Sec. 22300 CONTR ACTOR shall be allowed to substitute securities for any moneys withheld by the CITY to ensure performance under a contract, unless, federal regulations or policies, or both, do not allow the substitution of securities. At the request and expe nse of the CONTRACTOR, securities equivalent to the amount withheld shall be deposited with the CITY, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay thos e moneys to the CONTRACTOR. Upon satisfactory complet ion of the contract, the securities shall be returned to the contractor.

SEC. 5. UNDOCUMENTED WORKERS.

CONTRACTOR hereby promises and agrees to comply wit h all of the provisions of Federal and/or State law as the same shall apply to this PROJECT pertaining to the employment of unauthorized aliens as defined therein. Should CONTRACTOR so employ un authorized aliens for the performance of work and/or services covered by this Contract, and should the Federal Government impose sanctions against the CITY for use of unauthorized aliens, CO NTRACTOR hereby agrees to, and shall, hold harmless, indemnify and defend CITY for the cost of all such sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by the CITY in connection therewith.

SEC. 6. NOTICE TO PROCEED.

CONTRACTOR shall commence work on the date specifie d in the Notice to Proceed to be issued in writing to CONTRACTOR by the CITY and shall complete work on the PROJECT within 60 Working Days from the commencement thereof.

SEC. 7. DISCOVERY OF HAZARDOUS OR LATENT CONDITIONS .

A. CONTRACTOR shall, without disturbing the conditi on, notify CITY in writing as soon as CONTRACTOR, or any subcontractor, agent or employee s have knowledge and reporting is possible, of the discovery of any of the following conditions:

1. The presence of any material that the CONTRACTOR believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code;

2. Subsurface or latent physical conditions at the sit e differing from those indicated in the specifications; or,

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.

H - 4

B. Pending a determination by the CITY of appropria te action to be taken, CONTRACTOR shall provide security measures (e.g., fences) adequate t o prevent the hazardous waste or physical conditions from causing bodily injury to any person.

C. CITY shall promptly investigate the reported conditions. If CITY, through the City Engineer or his/her designee, and in the exercise of its sole d iscretion, determines that the conditions do materially differ, or do involve hazardous waste, a nd will cause a decrease or increase in the CONTRACTOR’s cost of or time required for performance of any part of the work, then CITY shall issue a change order.

D. In the event of a dispute between CITY and CONTR ACTOR as to whether the conditions materially differ or involve hazardous waste or cau se a decrease or increase in the CONTRACTOR’s cost of, or time required for performa nce of any part of the work, CONTRACTOR shall not be excused from any schedule c ompletion date, and shall proceed with all work to be performed under the Contract. CONTRACTOR shall retain any and all rights which pertain to the resolution of disputes and protests between the parties.

SEC. 8. MISCELLANEOUS STATUTORY REQUIREMENTS
Sec. 8.1. Contractor License.

CONTRACTOR shall possess a california contractor’s license type Class A or C-8 for the performance of the Project.

Sec. 8.2. Ineligible Contractor Prohibited.

Any contractor or subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code is prohibited from performing work under this Agreement.

Sec. 8.3. Compliance with SB 854 Registration.

This Project is subject to compliance monitoring a nd enforcement by the Department of Industrial Relations. No prime contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. N o prime contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relati ons pursuant to Labor Code section 1725.5. The CONTRACTOR will be required to post job site notice s as described in 8 California Code of Regulation section 16451(d).

Sec. 8.4. Trench and Pipeline Safety.

If this Contract is for more than $25,000 and invo lves excavation of any trench five feet or more in depth, the CONTRACTOR shall submit a detailed pl an of shoring, bracing, sloping or other provisions to be made for worker protection in accordance with Labor Code Section 6705. Such plan shall be approved by a qualified representative of the CITY.

Sec. 8.5. Utility Relocation.

CITY is responsible for removal, relocation, or pr otection of existing main or trunkline utilities

H - 5

to the extent such utilities were not identified in the invitation for bids or specifications. CITY s hall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work.

CONTRACTOR shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

Sec. 8.6. Third Party Claims Notification.

The CITY shall timely notify the CONTRACTOR in wri ting of any third party claims relating to the Agreement.

Sec. 8.7. Unfair Business Practices Claims.

The CONTRACTOR or subcontractor offers and agrees to assign to the CITY all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), a rising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the CITY renders final payment to the CONTRACTOR without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.).

Sec. 8.8. Day’s Work.

CONTRACTOR acknowledges that under California Labo r Code sections 1810 and following, 8 hours of labor constitutes a legal day’s work. C ONTRACTOR will forfeit as a penalty to CITY the sum of $25.00 for each worker employed in the execution of this Contract by CONTRACTOR or any subcontractor for each calendar day during which su ch worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours i n any one calendar week in violation of the provisions of Labor Code section 1810. (Labor Code § 1813).

Sec. 8.9. Payroll Records.

CONTRACTOR shall maintain the certified payroll re cords required by Labor Codes Sec. 1776 and shall report such records directly to the California Labor Commissioner as required by Labor Code Sec. 1771.4. The CONTRACTOR shall inform the CITY of the location of the records enumerated under Labor Code Sec. 1776, including the street ad dress, city, and county, and shall, within five working days, provide a notice of a change of location and address.

Sec. 8.10. Employment of Apprentices.

Nothing in this Contract prevents CONTRACTOR or an y subcontractor from employing properly registered apprentices in the execution of the Contract. CONTRACTOR is responsible for compliance with Labor Code section 1777.5 for all a pprenticeable occupations. This statute requires that contractors and subcontractors must submit con tract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five h ours of labor performed by a journeyman (unless an exception is granted under §1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color . Only apprentices defined in Labor Code section 3077, who are in training under apprenticeship stan dards and who have written apprentice contracts,

H - 6

may be employed on public works in apprenticeable occupations.

Sec. 8.11. Records Audit
In accordance with Government Code, Section 8546.7 , records of both the CITY and the CONTRACTOR shall be subject to examination and audit by the Auditor General for a period of three (3) years after final payment.

SEC. 9. PREVAILING WAGES
A. CONTRACTOR shall pay prevailing Wage rates for this Project in accordance with the “General Wage Determination Made by the Director of Industrial Relations Pursuant To California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1", for Los Angeles County.

Wage rates shall conform with those posted at the Project site.

B. The following Labor Code sections are hereby referenced and made a part of this Agreement:

1. Section 1775 - Penalty for Failure to Comply wi th Prevailing Wage Rates.

2. Section 1777.4 - Apprenticeship Requirements.

3. Section 1777.5 - Apprenticeship Requirements.

4. Section 1813 - Penalty for Failure to Pay Overt ime.

5. Sections 1810 and 1811 - Working Hour Restricti ons.

6. Section 1775 - Payroll Records.

7. Section 1773.8 - Travel and Subsistence Pay.

SEC. 10. INDEMNITY, DEFENSE AND HOLD HARMLESS

A. CONTRACTOR shall indemnify, defend with legal co unsel approved by CITY, and hold harmless CITY, its officers, officials, employees a nd volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's negligence, recklessness or willful misconduct in t he performance of work hereunder or its failure to comply with any of its obligations contained in thi s Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of the CITY. Should conflict of interest principles preclude a single legal counsel from representing both CITY and CONTRACTOR, or should CITY otherwise find CONTRACTOR’s legal counsel unac ceptable, then CONTRACTOR shall reimburse the CITY its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The CONTRACTOR shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have bee n the result of the CONTRACTOR’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is per mitted by the law of the State of California and wi ll survive termination of this Agreement.

H - 7

B. CONTRACTOR obligations under this section apply regardless of whether such claim, charge, damage, demand, action, proceeding, loss, stop noti ce, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of CITY under any provision of this agreement, CONT RACTOR shall not be required to indemnify and hold harmless CITY for liability attributable to the active negligence of CITY, provided such active negligence is determined by agreement between the p arties or by the findings of a court of competent jurisdiction. In instances where CITY is shown to h ave been actively negligent and where CITY’S active negligence accounts for only a percentage of the liability involved, the obligation of CONTRACTOR will be for that entire portion or perce ntage of liability not attributable to the active negligence of CITY.

SEC. 11. BONDS.

A. CONTRACTOR, before commencing said PROJECT, shal l furnish and file with CITY, a Performance Bond, or bonds in the sum of one hundred percent (100%) of the Agreement price thereof conditioned upon the faithful performance of this A greement in the form attached hereto as Exhibit “B.”.

B. CONTRACTOR, before commencing said PROJECT, shal l furnish and file with CITY, a Payment Bond in the sum of 100% of the Agreement price, conditioned upon the payment of all labor and materials furnished in connection with this Agreement in the form attached hereto as Exhibit “C.”

C. CONTRACTOR, before commencing said PROJECT, shal l furnish and file with CITY, a Warranty Bond in the amount of 50% of the Contract price, conditioned upon the guaranty and warranty of the work and labor and materials in connection with the work performed on the Project pursuant to this Agreement in the form attached hereto as Exhibit “D.”

SEC. 12. INSURANCE REQUIREMENTS.

Prior to commencing work hereunder, CONRACTOR shall provide the CITY with proof of insurance naming the CITY and each of its directors, officers , agents, and employees as additional-named insureds on a policy or policies of insurance provi ding and maintaining the coverages set forth in the Insurance Schedule attached hereto as Exhibit A. C ITY shall have the right to hold the policies and policy renewals, and CONTRACTOR shall promptly furn ish to CITY all renewal notices and all receipts of paid premiums. CITY may make proof of loss if not made promptly by CONTRACTOR.

SEC. 13. LIQUIDATED DAMAGES.

See Section 6-9 Liquidated Damages of the General Provisions. In addition, pursuant to the authority of California Public Contracts Code Section 7102, C ITY and CONTRACTOR agree that the determination of actual damages for any unreasonable delay in performance of this Agreement caused by CITY would be extremely difficult or impractical to determine in the event of a breach of this Agreement by CITY. Therefore, if the CITY is deter mined to be liable for such unreasonable delays, the CITY and its sureties shall be liable to the CO NTRACTOR for the sum of FIVE -HUNDRED DOLLARS ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder

H - 8

SEC. 14. DISPUTE RESOLUTION
Sec. 14.1. Claims of $375,000 or Less
A. A claim by the CONTRACTOR for a time extension, for money damages for work, or a payment disputed by the CITY must be submitted to a resolution process in accordance with Public Contracts Code Sections 21040-21040.4. A summary of Sections 21040-21040.4 are as follows:

(1) Informal negotiation between the CITY and CONT RACTOR. (2) Mediation with the CONTRACTOR.
(3) Court mandated Arbitration.
(4) Court trial. If the party requesting the cour t trial does not prevail, then that party must pay all court costs and attorney's fees.

Sec. 14.2 Public Contracts Code 9204 Claims
CONTRACTOR shall comply with the procedure set for th in Public Contracts Code section 9204 for any claim, as that term is defined therein, for one or more of the following: 1) a time extension, including, without limitation, for relief from dama ges or penalties for delay, 2) payment of money or damages arising from work done pursuant to this Agreement, and/or 3) payment of an amount disputed by the CITY under this Agreement. A summary of the provisions of Public Contracts Code Section 9204 is as follows:

1. CONTRACTOR must send a claim to the CITY for a time extension, payment for work not in the Agreement, or payments disputed by the CITY by registered mail or certified mail with return receipt requested.

2. CITY must respond within 45 days as to which cl aims are disputed and undisputed.

3. If claim remains in dispute, CONTRACTOR may req uest informal meet and confer meeting with CITY.

4. After meet and confer, a disputed claim remaini ng shall be submitted to non-binding mediation.

5. All undisputed claims shall be paid within 60 d ays.

SEC. 15. TERMINATION.

Sec. 15.1. Termination for Convenience.

The CITY may terminate this contract, in whole or in part, with 30 days written notice to the CONTRACTOR when it is in the CITY’s best interest. The CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to CITY to be paid the CONTRACTOR. If the CONTRACTOR has any property in its possession belonging to the CITY, the CONTRACTOR will account for the same, and dispose of it in the manner the CITY directs. The CONTRACTOR may terminate this contract, in whole, with 90 days written notice to the CITY.

Sec. 15.2 Termination for Default.

H - 9

If at any time the CONTRACTOR is determined to be in material breach of the Contract, a Notice of Potential Breach of Contract shall be prepared by the CITY, and will be served upon the CONTRACTOR and its sureties. If the CONTRACTOR continues to neglect or refuses to comply with the Contract or with the Notice of Potential Breach of Contract to the satisfaction of the CITY within the time specified in such Notice, the CITY shall have the authority to terminate the Contract for this Project.

Sec. 15.3 Waiver of Remedies for any Breach.

In the event that CITY elects to waive its remedie s for any breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by CITY shall not limit CITY’s remedies for any succeeding breach of that or of any other term, covenant, or condition of the Contract.

SEC. 16. CONTRACTOR'S FAILURE TO PROCURE COMPLETION OF PROJECT In the event CONTRACTOR fails to furnish tools, equipment, or labor in the necessary quantity or quality, or fails to prosecute the work or any part thereof contemplated by this Agreement in a diligent and workmanlike manner, and if the CONTRACTOR for a period of three (3) calendar days after receipt of written demand from CITY or its designated representative to do so, fails to furnish tools, equipment, or labor in the necessary quantity or quality, and to prosecute its work and all parts thereof in a diligent and workmanlike manner, or after commencing to do so within said three (3) calendar days, fails to continue to do so; then the CITY may exclude the CONTRACTOR from the premises, or any portion thereof, and take possession of said premises or any portion thereof, together with all material and equipment thereon, and may complete the work contemplated by this Agreement or any portion of said work, either by furnishing the tools, equipment, labor or material necessary, or by letting the unfinished portion of said work, or the portion taken over by the CITY to another contractor or by a combination of such methods. In any event, the procuring of the completion of said work, or the portion thereof taken over by the CITY, shall be a charge against the CONTRACTOR, and may be deducted from any money due or becoming due to CONTRACTOR from the CITY, or the CONTRACTOR shall pay the CITY the amount of said charge, or the portion thereof unsatisfied. The sureties, provided for under this Agreement shall become liable for payment should CONTRACTOR fail to pay in full any said cost incurred by the CITY.

SEC. 17. COMPLIANCE WITH APPLICABLE LAWS.

CONTRACTOR hereby promises and agrees to comply with all of the provisions of all applicable state and federal laws in connection with the performance of its obligations under this Contract.

SEC. 18. NOTICE OF COMPLETION.

Upon completion of the PROJECT and acceptance of sa me by the City Council, the CITY Administrator shall have cause to be recorded a Notice of Completion with the office of the Los Angeles County Recorder; and, after thirty-five (35 ) days from the date said Notice of Completion is recorded, the Director of Finance of CITY shall release the funds retained pursuant to SEC. 4 hereof; provided there have bee n no mechanics’ liens or stop notices filed against said work which have not been paid, withdrawn or eliminated as liens against said work.

SEC. 19. AUTHORITY.

H - 10

Any person executing this Contract on behalf of the CONTRACTOR warrants and represents that he or she has the authority to execute this Contract on behalf of the CONTRACTOR and has the authority to bind the CONTRACTOR to the performance of its obligations hereunder.

SEC. 20. ENTIRE CONTRACT.

This Contract, including the Contract Documents and any other documents incorporated herein by specific reference, represents the entire and integ rated Contract between the CITY and the CONTRACTOR. This Contract supersedes all prior ora l or written negotiations, representations or agreements. This Contract may not be modified or a mended, nor any provision or breach waived, except in a writing signed by both parties that expressly refers to this Contract.

SEC. 21. ATTORNEY’S FEES AND COSTS.

If either party to this Contract is required to ini tiate or defend or made a party to any action or proceeding in any way connected with this Contract, the prevailing party in such action or proceeding, in addition to any other relief which may be grante d, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addit ion a party entitled to attorney's fees shall be entitl ed to all other reasonable costs for investigating such action, taking depositions and discovery and all ot her necessary costs the court allows which are incurred in such litigation. All such fees shall b e deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

SEC. 22. INDEPENDENT CONTRACTOR
The CONTRACTOR is and shall at all times remain as to the CITY, a wholly independent contractor.

Neither the CITY, nor any of its officers, employee s or agents shall have control over the conduct of the CONTRACTOR or any of the CONTRACTORs’ officers, employees or agents, except as herein set forth. The CONTRACTOR shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner off icers, employees or agents of the CITY, nor shall CITY officers, employees or agents be deemed the officers, employees, or agents of CONTRACTOR as a result of this Contract.

SEC. 23. NOTICE.

Any notice, demand, request, document, consent, app roval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the U. S. Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To CITY: City of Montebello
Attention: City Engineer

To CONTRACTOR: ____________________________
____________________________
____________________________
____________________________

H - 11

SEC. 24. PROHIBITION AGAINST ASSIGNMENT.

The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for the CITY to enter into this Contract. Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of credit ors or otherwise, without the prior written approva l of CITY. Transfers restricted hereunder shall incl ude the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of CONTRACTOR, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proce eding, this Contract shall be void. No approved transfer shall release the CONTRACTOR or any surety of CONTRACTOR of any liability hereunder without the express consent of CITY.

SEC. 25. CUMULATIVE REMEDIES.

The provisions of this Contract are cumulative and in addition to and not in limitation of any rights or remedies available to CITY.

SEC. 26. COUNTERPARTS.

This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.

IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed on the date next to their respective officers duly authorized signatures in that behalf.

CITY OF MONTEBELLO

By: ___________________________________
Mayor

Date: _________________________________

ATTEST:

______________________________________
City Clerk

APPROVED AS TO FORM

_______________________________________
City Attorney

CONTRACTOR

By: ___________________________________

Date:
__________________________________

By: ___________________________________

Date:
__________________________________

H - 12

EXHIBIT “A”

INSURANCE REQUIREMENTS

On or before beginning any of the work called for by any term of this Contract, CONTRACTOR, at its own cost and expense, shall carry, maintain for the duration of this Contract, and provide proof thereof that is acceptable to CITY of its procurement of the insurance specified below from insurers and under forms of insurance satisfactory in all respects to CITY. Such insurance shall not be in derogation of CONTRACTOR’s obligations to provide indemnity under this Contract.

1. Comprehensive General Liability and Automobile Liability Insurance Coverage.

CONTRACTOR shall carry and maintain Comprehensive G eneral Liability and Automobile Liability Insurance which provides the following:

Minimum coverage: Bodily injury limits of $2,000, 000 for each person and $2,000,000 for each occurrence; property damage limits of $2,000,000 for each occurrence, $5,000,000 aggregate.

Products/Completed Operations Hazard Insurance in a n amount of not less than FIVE MILLION DOLLARS ($5,000,000);

A combined single limit policy with aggregate limits in an amount of not less than Five MILLION DOLLARS ($5,000,000) shall be considered equivalent to the said required minimum limits set forth herein above.

If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall appl y separately to the work to be performed under this Contract or the general aggregate limit shall be at least twice the required occurrence limit.

Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting ther efrom, and damage to property resulting from activities contemplated under this Contract, includ ing the use of owned and non-owned real property and automobiles. Insurance coverage shall not be subject to any type of pollution exclusion or owned property exclusions.

2. Automobile Liability.

CONTRACTOR shall carry and maintain Automobile Liab ility Insurance which provides a minimum coverage of at least $5,000,000 per accident for bodily injury and property damage.

3. Worker's Compensation.

CONTRACTOR shall carry and maintain worker’s compen sation in the amount of $1,000,000 as required by the California Labor Code for all persons employed directly or indirectly in connection with this Contract by CONTRACTOR. To the extent th at CONTRACTOR utilizes any subcontractor for the performance of any part of th e work under this Contract, CONTRACTOR shall require and assure that such subcontractor also carry and maintain worker’s compensation as required by the California Labor Code for all persons directly or indirectly in connection with this Contract.

H - 13

4. Additional Insureds.

The CITY, its officers, agents and employees must be named as additional insureds or as additional loss payees in all insurance policies required by this Contract. An endorsement to this effect shall be delivered to CITY prior to the commencement of a ny work. Satisfaction of any deductible requirement shall be the responsibility of CONTRACT OR. Such insurance shall be primary and noncontributory with any other insurance maintained by the CITY.

5. Notice of Cancellation.

CONTRACTOR agrees to oblige its insurance agent or broker and insures to provide CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

6. Severability Clause.

Each of the policies of insurance shall contain a clause substantially as follows:

The insurance afforded by this policy applies separ ately to each insured against whom a claim or suit is made or suit is brought, ex cept with respect to the limit of the insurer's liability.

7. Qualifications of Insurer.

All policies of insurance shall be issued by an ins urance company acceptable to CITY and authorized to issue said policy in the State of California.

8. Approval of Insurer.

The insurance carrier providing the insurance shall be chosen by CONTRACTOR subject to approval by CITY, provided that such approval shall not be unreasonably withheld.

9. Payment of Premiums.

All premiums on insurance policies shall be paid by CONTRACTOR making payment, when due, directly to the insurance carrier, or in a manner agreed to by CITY.

10. Evidence of Insurance and Claims.

CONTRACTOR shall provide certificates of insurance to CITY as evidence of insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. The CITY’s Risk Manager must approve insurance certific ates and endorsements prior to commencement of performance. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Contract. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.

H - 14

(Use of City Bond Form is Required)

EXHIBIT “B”
Faithful Performance Bond

FAITHFUL PERFORMANCE BOND

PUBLIC WORK (CALIFORNIA)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the Principal and the City of Montebello (“Obligee”) have entered into a written contract, hereinafter called the Contract, a copy of which is or may be attached hereto, dated the ______ day of ____________________, ______ referred to and made a part hereof for __________________________________________________________________________ and all appurtenant work in accordance with Project No. , which agreement requires the Principal to provide Obligee with this bond.

NOW THEREFORE, we, _______________________________ ________, as Principal, and ___________________________________________, a corp oration organized under the laws of _________________________, and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of ________________ _____________, as Obligee, in the sum of _________________________________________________________________ Dollars ($_______________________), lawful money of the Uni ted States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

The address at which the Surety may be served with notices, papers and other documents is:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

The address at which the Principal may be served with notices, papers and other documents is:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

The condition of the foregoing obligation is such that if the Principal, his or its heirs, executors, administrators, successors or assigns, and each of his or its subcontractors shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract, and during the li fe of any guaranty required under the contract, and shall als o well and truly perform and fulfill all the undert akings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of said contract that may hereafter be made, then this obligation shall be void; otherwise it shall be and remain in full force and effect.

As part of the obligation secured hereby and in ad dition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the obligee in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The Surety hereby stipulates and agrees that no ch ange, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same

H - 15

shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications.

This document is signed by the respective parties on the dates next to their names.

Principal

By: __________________________________

Title: ________________________________

Surety

By: __________________________________

Title: ________________________________

Date: ________________________________

Date: ________________________________

I declare under penalty of perjury under the laws of the State of California that the contents of the above Faithful Performance Bond are true and correct, and that I have been duly authorized to sign this Fait hful Performance Bond on behalf of Surety. This Declaration is signed on , in the City of , State of California.
--OR--
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

State of California )
)
County of ___________________________ )

On ______________ before me, ______________________ ______________(here insert name and title of the officer), personally appeared _______________________________ ____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capac ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __________________________________ (Seal)
-- AND –

(Proof of signature authorization or power of attorney must be attached)

APPROVED AS TO FORM:

_________________________
City Attorney

H - 18

EXHIBIT “C”
Labor and Materials Payment Bond

(Use of City Bond Form is Required)

LABOR AND MATERIAL PAYMENT BOND

PUBLIC WORK (CALIFORNIA)

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, ________________________________________, as Principal, has entered into a contract dated ___________________, _____, (the "Co ntract") with the City of _____________________________ (Obligee) referred to and made a part hereof to perform the following work of public improvement, to wit:
_____________________________________________________________________________________ _____________________________________________________________________________________ __________________________________________________________and all appurtenant work in accordance with the plans and specifications for Pr oject No._______, which requires Principal to file this bond to secure claims made under Civil Code Sections 9550-9554..

NOW THEREFORE, we, _______________________________ _____, as Principal, and ___________________________________________, a corporation organized under the laws of ______________________ and duly authorized to trans act business in the State of California, as Surety, are held firmly bound unto the City of _____________________________, as Obligee, and all subcontractors, laborers, material persons and othe r persons employed in the performance of the referenced agreement, in the sum of _______________ __________________________________ Dollars ($_______________________), lawful money of the United States of America, which is 100% of the amount of the Contract, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, adm inistrators, successors, and assigns, jointly and severally, firmly by these presents.

The address at which the Surety may be served with notices, papers and other documents is:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

The address at which the Principal may be served with notices, papers and other documents is:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

If the above bounden Principal, his or its heirs, executors, administrators, successors, assigns, or any of his or its subcontractors, fails to pay for any materials, provisions, provender, or other supp lies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 9100 of the Civil Code, or for amounts due under the Unemployment Insurance Code with respect to such work or labor performed under the Contract, or for any amounts required to be deducted, withhel d and paid over to the Employment Development Department from the wages of employees of the contr actor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, then the Surety on this bond will pay the same, in

an amount not exceeding the sum specified in this bond, and also, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded b y the court to the prevailing party in said suit, s aid attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered.

As part of the obligation secured hereby, the Sure ty shall not be exonerated or released from the obligation of the bond by any cha nge, alteration, or modification in or of any contract, plans, specifications, or agreement perta ining or relating to any scheme or work of improvement or pertaining or relating to the furnis hing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of imp rovement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of c laimants otherwise entitled to recover under any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person oth er than the claimant seeking to recover on the bond.

This bond shall inure to the benefit of any and al l persons, companies and corporations named in Civil Code Section 9100 so as to give them a right of action in a suit on this bond.

This bond is executed for the purpose of complying with the laws of the State of California designated as Title 3, Chapter 5, Payment Bond, com mencing with Section 9550 of the Civil Code of the State of California and all amendments thereto, and shall inure to the benefit of any of the persons n amed in Section 9100 of the Civil Code of the State of California.

This document is signed by the respective parties on the dates next to their names.

Principal

By: _________________________________

Title: ________________________________

Surety

By: _________________________________

Title: ________________________________

Date: ________________________________

Date: ________________________________

I declare under penalty of perjury under the laws of the State of California that the contents of the above Labor and Materials Payment Bond are true and correct, and that I have been duly authorized to sign this Labor and Materials Payment Bond on behalf of Surety. This Declaration is signed on ______ , in the City of _____, State of California.

--OR--

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document

State of California )
)
County of ___________________________ )

On ______________ before me, ____________________________________(here insert name and title of the officer), personally appeared ___________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __________________________________ (Seal)

-- AND –

(Proof of signature authorization or power of attorney must be attached)

APPROVED AS TO FORM:

________________________
City Attorney

ITEM #____
CI

TY OF MONTEBELLO
CIT

Y COUNCIL AGENDA STAFF REPORT
TO: H
onorable Mayor and City Council Members
FR
OM: René Bobadilla, P.E., City Manager
BY: D
avid Sosnowski, Director of Recreation and Community Services SUBJ
ECT: Approval of Amendment No. 1 to Agreement No. 3890 – Golf Course Management Services
DAT
E: June 8, 2022
RECO

MMENDATIONS
It
is recommended that the City Council:
1) Approv
e Amendment No. 1 to Agreement No. 3890 for Golf Course management services at the Montebello Golf Course with S&S Labarge Golf, Inc.; and 2) Aut
horize the City Manager to execute the Amendment on behalf of the City; and 3) Tak
e such additional, related, action that may be desirable.

FI

SCAL IMPACT
Al
l expenses incurred by utilizing S&S LaBarge Golf, Inc. for Golf Course management are recorded in the Golf Course Enterprise Fund (Fund 610). The additional, projected expenses are estimated not to exceed Sixty Thousand Dollars ($60,000 ) for the remainder of the current fiscal year (through June 30, 2022) . Staff plan to cover these expenses within the adopted Fiscal Year 2021- 22 Golf Course Operations Budget and will not be requesting additional appropriations to the Golf Course Enterprise Fund at this time. The FY 2022 -23 proposed budget includes sufficient funding for these services.

BA

CKGROUND / ANALYSIS
On J
une 9, 2021, City Council awarded a contract to S&S Labarge Golf , Inc., to provide golf management services at the Montebello Golf Course (Attachment “A”). The contract 12 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022 Approval of Amendment No. 1 to Agreement No. 3890 – Golf Course Management Services

is for an initial length of three (3) year s, with an option to extend the contract for two (2) additional one-year terms.

Based on current invoices for staffing and supplies, staff is recommending to increase the annual not-to-exceed amount by an additional Sixty Thousand Dollars ($60,000) for the remainder of the current contract term for a total annual not -to-exceed amount of Four Hundred Twenty Thousand Dollars ($420,000). In order to pay outstanding invoices prior to the City Council meeting, a change order to the current purchase order was completed in the amount of $20,000. The need for additional funding is due to an increase in staffing needed for the driving range, golf cart room, and golf pro shop. These faciliti es were previously operated by City staff and duties have now been taken on by S&S Labarge Golf, Inc.

SUMMARY

The City Council will consider approval of Amendment No. 1 to Agreement No. 3890 with S&S Labarge Golf,Inc . for Golf Course management services at the Montebello Golf Course increasing the annual not-to-exceed amount to Four Hundred Twenty Thousand Dollars ($420,000), and authorize the City Manager to execute Amendment No. 1 attached hereto (Attachment “B”) in substantial form . No budget adjustment is needed for the current fiscal year, and sufficient funding is included in the proposed FY 2022- 23 budget.

ATTACHMENTS

A. Attachment A – Agreement No. 3890
B. Attachment B – Amendment No. 1 to Agreement No. 3890

ATTACHMENT A

CITY OF MONTEBELLO

AMENDMENT NO. 1
TO PROFESSIONAL SERVICES AGREEMENT NO. 3890
WITH S&S LABARGE GOLF, INC.

This Amendment No. 1 to the Professional Services Agreement No. 3890 (“Amendment No. 1 ”), is made and entered into this 8 th day of June 2022, (“Effective Date”) by and between the City of Montebello, a California municipal corporation, (hereinafter referred to as the “City”) and S&S Labarge Golf, Inc., (hereinafter referred to as the “Consultant”). The City and the Consultant are sometimes hereinafter individually referred to as a "Party" and jointly as the "Parties".

RECITALS

WHEREAS, the Consultant and the City entered into that certain Agreement for Golf Course Management Services dated June 9, 2021 No. 3890 ("Agreement"), pursuant to which City retained Consultant to provide services for Golf Managmeent Services, as further described in the Agreement; and

WHEREAS, the Parties, being mutually satisfied with the other Party’s performance of the Agreement, des ire to amend the Agreement to revise the compensation due to needed increases in staffing at the Montebello Golf Course; and

WHEREAS, for the reasons set forth herein, the City and Consultant desire to enter into this Amendment No. 1, as set forth below.

NOW THEREFORE , in consideration of the mutual promises and covenants contained herein, the receipt adequacy of which is expressly acknowledged by the Parties, the Parties agree to amend the Agreement as follows:

AMENDMENTS

SECTION 1. Section 2 of the Agreement Services/Compensation is amended to read as follows:

“H. The entirety fo the compensation of the AGREEMENT shall not exceed Four Hundred Twenty Thousand Dollars ($420,000) annually.”

SECTION 2. Except as expressly modified or supplemented by this Amendment No. 1 , all other provisions of the Agreement, shall remain unaltered and in full force and effect.

In the event of conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control.

AMENDMENT NO. 1 TO AGREEMENT NO. 3890

IN WITNESS WHEREOF, the Parties execute this Amendment No. 1 to take effect as of the Effective Date identified above.

(“CITY”) (“CONSULTANT”)
CITY OF MONTEBELLO S&S LABARGE GOLF, INC.

René Bobadilla, City Manager Stephen G. LaBarge, Owner

ATTEST:

Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City
Attorney

IT EM #____
CI

TY OF MONTEBELLO
CIT

Y COUNCIL AGENDA STAFF REPORT
TO: H
onorable Mayor and City Council Members
FR
OM: René Bobadilla, P.E., City Manager
BY: Lupi
ta Ibarra, Director of Transportation
SUBJ
ECT: Approval of Agreement No. 3985 with New Flyer of America, Inc., to Purchase Seven, Forty-Foot, Compressed Natural Gas (CNG) Transit Buses
DAT
E: June 8, 2022
RECOMMENDATIONS:

It
is recommended that the City Council:
1) Approve Agreement No. 3985 with New Flyer of America, Inc. ( “New Flyer”), to purchase seven (7), forty-foot (40’) Compressed Natural Gas (CNG) transit buses; and
2) Aut
horize the City Manager and/or their designee to approve change orders for up to two (2) percent of the total agreement amount; and
3) Tak
e such additional, related action that may be desirable.

FISCAL IMPACT
The seven (7) CNG transit buses will be purchased using Federal Transit Administration (FTA) grant funds and toll credits available in FTA grant CA -2019-033, and grand funds available in Senate Bill 1 (SB1)/State Transit Assistance (STA) originally awarded in Fiscal Year 2018- 19 (SB 1/STA FY 18/19) . A total funding amount of $4,916 ,234 is currently available in the identified grants. The estimated cost to purchase the seven (7) transit buses is $4,785,218, including a two percent (2%) contingency. The three funding sources, the account numbers, and the amount to be expended from each funding source are indicated in the table below:
13 CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022 Approval of Agreement No. 3985 with New Flyer of America, Inc., to P urchase Seven, Forty-Foot, Compressed Natural Gas (CNG) Transit Buses

FUNDING SOURCES ACCOUNT NUMBER BALANCE
LACMTA (SB1 STA 18/19) 202-922-2018-006 $ 410,247.00
FTA Grant (CA-2019-033) 270-9063-2018-006 $ 3,499,977.00 FTA TDC (CA-2019-033) 270-9063-2018-006 $ 874,994.00

TOTAL $ 4,785,218.00

A summary of the total project expenses, including the bus purchase, contingency allotment, contract deliverables, and taxes is shown below:

PROJECT EXPENSES TOTAL
New Flyer Buses (7) $ 4,263,000.00
Tax $ 436,958.00
Contingency (2% of the base amount) $ 85,260.00

TOTAL EXPENSES $ 4,785,218.00

These funds will be appropriated in the FY 2022-23 proposed budget.

BACKGROUND

Montebello Bus Lines (MBL) operates a transit fleet of sixty-six (66) active 35-40 foot buses (three electric (3), twenty -six hybrid ( 26), and thirty -seven ( 37) CNG buses) to provide service to over 4.5 million riders annually throughout thirteen local communities.

To ensure quality, reliable transportation service is provided to the City of Montebello (“City”) and surrounding communities, MBL continually assesses and evaluates its fleet’s condition. In accordance with the City’s Administrative Policy: Capital Asset Policy (VI-C- 3), MBL staff recommends replacing seven (7) New Flyer, CNG transit buses (manufacturer year 2008 & 2009) that have surpassed the useful service life of twelve years established by FTA.

MBL intends to p urchase seven (7 ), forty -foot (40’), CNG buses from New Flyer to maintain its fleet operations . These buses will be purchased through a procurement process outlined in Montebello Municipal Code ( “MMC”) Section 3.20.125 – “Piggybacking Purchasing Agreement,” as authorized under California Government Code section 54202 and is FTA approved. In accordanc e with MMC 3.20.125(A), the City will enter into a purchase agreement with New Flyer (attached hereto in substantial form as Attachment “A”) using the base pricing and terms established in the Washington State Transit Bus Cooperative Master Contract, No.06 719-01 (Cooperative Contract No. 06719-01), with valid dates of April 1, 2021, to March 31, 2023 (see Attachment “B”).

CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022
Approval of Agreement No. 3985 with New Flyer of America, Inc., to P urchase Seven, Forty-Foot, Compressed Natural Gas (CNG) Transit Buses

New Flyer has fully complied with the requirements, technical specifications, and supportive documentation of Cooperative Contract No. 06719-01, and all federal clauses (see Attachment “C”) and procurement documents have been reviewed by MBL staff.

Since MBL operates a fleet of New Flyer CNG powered transit buses, purchasing buses from the sam e manufacturer will continue to support the City's fleet standardization efforts. Furthermore, this purchase will contribute to reduc e operational costs since the seven (7 ) buses will be new and all replacement parts are compatible with the City’s current fleet. If approved, all seven buses will be delivered to MBL on or before December 2022.

ANALYSIS

In accordance with MMC 3.20.125(A), the City will enter into a purchase agreement with New Flyer using Cooperative Contract No. 06719-01, provided that the estimated price of purchase is lower than the estimated price of purchase if made directly by the City.

Staff conducted a market price analysis to ensure the proposed purchase price provides the best value to the City. New Flyer’s proposal and cost sheet were compared with MBL’s previous bus purchase as well as comparable bus purchases from neighboring agencies and transit agencies with operational structures similar to MBL.

The data used in the analysis is illustrated in the table below:

MBL’s Previous Bus Purchase
2021 Bus Purchase New Flyer 40’  CAD/AVL
 Farebox
$ 581, 768

Comparable Bus Purchase from other Agencies
Sacramento, CA New Flyer 40’  CAD/AVL
 Farebox
$613,000
Corpus Christi, TX New Flyer 40’  Custom AVA/AVL/AVM systems  New Flyer Connect
 Clever Device Infotainment
$612,000
Portland, OR New Flyer 40’  CAD/AVL New Flyer Connect
 Custom APC
$646,000
Santa Fe, NM New Flyer 40’  AVA/AVL systems
 Thermo Guard Window
 Drivers Barriers
$ 654,000

New Flyer’s proposed Cost Sheet
New Bus Purchase
(Cost per bus)
New Flyer 40’  CAD/AVL
 Custom APC
 Clever Device Infotainment
 Drivers Barriers
$609,000

CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 8, 2022
Approval of Agreement No. 3985 with New Flyer of America, Inc., to P urchase Seven, Forty-Foot, Compressed Natural Gas (CNG) Transit Buses

Based on the analysis, staff recommends that the City proceed with replacing seven (7) CNG transit buses based on the age and the current mileage of the buses being replaced.

New Flyer has proposed a competitive total cost of $4,263,000 for the purchase (see Attachment “D”).

Using the option to “piggyback” Cooperative Contract No. 06719-01, the City is able to select the appropriate buses for MBL’s operation, customize them as desired, and complete the purchase using a base price that is bid consistent with governmental purchasing guidelines. Since Cooperative Contract No. 06719- 01 was bid on a large scale, the City is able to receive compe titive pricing otherwise unavailable if the City purchased the buses directly from New F lyer. Furthermore, using the piggyback procurement process – as allowed by the City’s municipal code – to purchase these buses will help improve the efficiency of MBL’s transit fleet at a fair market price.

SUMMARY

Staff recommends that the City Counc il consider approving Agreement No. 3985 with New Flyer to purchase seven (7), forty-foot, CNG transit buses using the base pricing and terms established in Master Contract, No. 06719-01; authorize the City Manager and/or their designee to approve change orders for up to two (2%) of the contract amount as necessary; and direct staff to take such additional, and related, action that may be desirable.

ATTACHMENTS:

A. Attachment A – Proposed Purchase Agreement with New Flyer of America, Inc.

B. Attachment B – Washington State Transit Bus Cooperative Master Contract • Transit Bus Cooperative Purchasing Agreement
• Department of Enterprise Services Authorization to Purchase • California Department of General Services Approval Notice C. Attachment C – Federal Required Clauses
D. Attachment D – New Flyer Proposal and Cost Sheet

ATTACHMENT A

CITY OF MONTEBELLO

PURCHASE AGREEMENT NO. 3985
WITH NEW FLYER OF AMERICA, INC.

THIS PURCHASE AGREEMENT (“Agreement”) entered into on June 8, 2022, by and between the CITY OF MONTEBELLO, a California municipal corporation (hereinafter “CITY”), and NEW FLYER OF AMERICA, INC. (hereinafter “SELLER”) (collectively referred to herein as the “Parties” and individually as the “Party”), is made with reference to the following:

RECITALS

WHEREAS, CITY desires to “piggyback” on an existing contract , as amended, between SELLER and THE STATE OF WASHINGTON ENTERPRISE SERVICES, pursuant to THE STATE OF WASHINGTON ENTERPRISE SERVICE S issued a Competitive Solicitation No. 06719 -01 “Procurement of 40-Foot Compressed Natural Gas (CNG) Coaches issued on March 4, 2020, and executed on April 1, 2021 (hereinafter “Washington State Transit Bus Cooperative Master Contract No. 06719-01”); and

WHEREAS, CITY seeks to procure from SELLER, and SELLER seeks to build and deliver to CITY seven, (7) new forty (40)-Foot, Compressed Natural Gas Powered Low Floor Transit Buses (hereinafter the “Bus”) for the Montebello Bus Lines (hereinafter “MBL”) through Washington State Transit Bus Cooperative Master Contract No. 06719-01; and

WHEREAS, SELLER represents to CITY that it is fully qualifi ed to provide the above - described services, that it is a validly existing corporation, formed and in good standing under the laws of the State of California and legally authorized to conduct the business in which it is currently engaged, and SELLER further represents it has the background, knowledge, experience and expertise necessary to provide CITY the Bus contemplated under this Agreement; and

WHEREAS, SELLER represents to CITY that is in full compliance with the federal procurement requirements and has provided all required certifications as dictated by the Federal Transit Administration (FTA); and

WHEREAS, the parties have negotiated upon the terms pursuant to which SELLER will provide such services and have herein reduced such terms to writing.

NOW, THEREFORE, in consideration of the mutual covenant and conditions contained herein, CITY and SELLER agree as follows:

1. INCORPORATION OF RECITALS AND EXHIBITS

The above “Recitals” constitute a material part hereof, and shall hereby be incorporated by reference as though fully set forth herein. Moreover, this Agreement consists of the following documents, in order of precedence, all of which as hereby referenced are incorporated herein and made part of this Agreement, and shall be the entire Agreement between the Parties:

a. This Agreement, including any and all addenda or supplemental agreements.

b. SELLER’S Price Change Summary and Detail, modified specific to the Buses to be purchase by CITY (Exhibit A); Warranty (Exhibit A.1); Publications (Exhibit A.2); and PURCHASE AGREEMENT NO. 3985

Drawings (Exhibit A.3)

c. Federal Requirements (Exhibit B).

d. Washington State Transit Bus Cooperative Master Contract No. 06719 -01, as amended including all of the Contract Documents and Technical Specifications (hereinafter, the “Master Contract”) (Exhibit C).

e. All other documents, including but not limited to all required bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

In the event of a conflict with the terms outlined in the Master Contract, this Agreement and the above-referenced Exhibits, in order of precedence, shall prevail.

2. SCOPE OF WORK

2.1. Seven (7), Forty-Foot (40-Foot), Low-Floor Compressed Natural Gas Transit Bus.

SELLER shall build and deliver seven (7), new, forty-foot (40-foot), Low-Floor Compressed Natural Gas Transit Bus es as specifically described in this Agreement, and in accordance with the specifications and other project documents contained in the Washington State Transit Bus Cooperative Master Contract No. 06719-01 (Exhibit C). In case of any conflict between the terms of these documents, the terms of this Agreement and the “NEW FLYER’S Price Change Summary and Detail ,” Exhibit s A and B , shall control and prevail over Washington State Transit Bus Cooperative Master Contract No. 06719-01 (Exhibit C) and other exhibits.

As set forth in Master Contract and SELLER’S Price Change Summary and Detail (Exhibits A and B), the Buses shall contain Americans with Disabilities Act (ADA) Equipment.

2.2. All New Materials and Parts. SELLER shall utilize and incorporate all new material and parts into each of the equipment purchased pursuant to this Agreement.

2.3. Workmanship. SELLER covenants with CITY to furnish its best skill, judgment and efforts and to cooperate with the CITY and any other consultants or contractors engaged by CITY in providing the Bus. SELLER covenants to use its best efforts to perform its duties and obligation under this Agreement in an efficient, expeditious and economical manner, consistent with the best interests of CITY. Workmanship throughout the performance of this Agreement shall conform to the highest standard of commercially accepted practice of work.

3. COMPENSATION

3.1. Total Maximum Compensation. As compensation for the Buses, equipment, goods and services set forth in this Agreement (referred herein as the “Scope of Work” or “Work”) , the CITY shall pay and SELLER agrees to accept, the prices set forth in the “SELLER’S Price Change Summary and Detail ,” Exhibits A and B. The total amount of t he compensation to be paid hereunder for the satisfactory accomplishment and completion of all the Work set forth in this Agreement shall not exceed the following sums, unless agreed upon otherwise by both CITY and SELLER in writing:

a. Total cost for seven (7) Buses (including warranty, ADA equipment, and delivery) shall not exceed Four Million, Seven Hundred Eighty-Five Thousand, Two Hundred and Eighteen dollars ($4,785,218.00).

PURCHASE AGREEMENT NO. 3985

3.3. Payment to SELLER. CITY shall pay and SELLER shall accept the amounts set forth in the “SELLER’S Price Change Summary and Detail,” Exhibits A and B, as full compensation for all costs and expenses of completing all Work set forth in this Agreement, including but not limited to all labor and material required, overhead, expen ses, storage and shipping, risks and obligations, taxes (as applicable), fees and profit, and any unforeseen costs.

All payments shall be made as provided herein, less any additional moneys withheld as provided by Section 3.4 below.

The CITY shall make payments for the Buses in the following amounts:

a. With regard t o the seven (7) Buses: One hundred percent (100%) of the unit price(s) upon the delivery and acceptance of each Bus to MLB’s facility at 400 South Taylor Avenue, Montebello, C alifornia and within thirty (30) calendar days of receipt of a proper invoice , provided that the CITY has the complete and full funding for this procurement as of that date;

3.4. Conditional Acceptance. In the event that any Bus does not meet all requirements and/or specifications for acceptance, CITY may, at its exclusive option, “conditionally accept” the Bus and place it into revenue service pending receipt of SELLER furnished materials and/or labor necessary to effectuate corrective action for acceptance of the Bus. For any conditionally accepted Bus, the payment shall be reduced by an “amount to be withheld” paid upon corrective action by SELLER. For the purposes of this Agreement, the “amount to be withheld” shall be equal to the estimated cost for parts and labor for the corrective action.

3.5. Spare Parts and/or Equipment. CITY shall make payments for spare parts and/or equipment at the unit prices itemized in the price proposal within thirty (30) calendar days after the delivery and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

3.6. Final Payment. CITY shall make its final payment(s) of the total Agreement price(s) plus any moneys withheld, as described in subsections 3.3 and 3.4, above, upon receipt of a final proper invoice and the following:

a. Delivery and acceptance of all deliverables, including manuals and other documentation required by this Agreement, excluding training.
b. Rectification of any deficiencies found during the acceptance of the Bus. c. Provision of any certifications as required by law and/or regulations. d. Completion of post-delivery audits required under the Agreement.

4. DELIVERY AND ACCEPTANCE SCHEDULE

SELLER shall deliver and ensure acceptance of the Bus no later than the dates set forth in the following schedule:

ITEM COMPLETION DATE
Delivery of seven (7) new 40 -Foot Low -Floor
Compressed Natural Gas Bus
December 31, 2022
CITY Acceptance Ten (10) days after Delivery of Bus to CITY

All of the goods, equipment and services shall be furnished and delivered to the MLB facility described in Section 3.3 (a) above, in first class condition, complete and ready for service by the Montebello Transportation Department and MBL. SELLER shall assume all costs and responsibility PURCHASE AGREEMENT NO. 3985

for delivery.

4.1. Intentionally deleted.

4.2. Unavoidable Delay. If SELLER is delayed at any time during the progress of the Work by the neglect or failure of CITY or by a cause described below, then the time for completion and/or affected delivery date(s) shall be extended by CITY subject to the following conditions:

a. The cause of the delay arises after the notice of award and neither was nor could have been anticipated by SELLER by reasonable investigation before such award; including acts of God, strikes, riots, of from other similar “force majeure” causes or events beyond SELLER’s control

b. SELLER demonstrates that the completion of the Work and/or affected delivery(s) will be actually and necessarily delayed;

c. The effect of such cause cannot be avoided or mitigated by the exercise of all reasonable precautions, efforts and measures whether before or after the occurrence of the cause of delay; and

d. SELLER makes written request and provides other information to CITY as described in “Notification of Contractor Delay”.

A delay meeting al l the conditions of this Section shall be deemed an excusable delay. Any concurrent delay, which does not constitute an excusable delay, shall not be the sole basis for denying a request hereunder.

CITY reserves the right to rescind or shorten any extension previously granted, if subsequently CITY determines, that any information provided by SELLER in support of a request for an extension of time was erroneous; provided however, that such information or facts, if known, would have resulted in a denial of the request for an excusable delay. Notwithstanding the above, CITY shall not rescind or shorten any extension previously granted if SELLER acted in reliance upon the granting of such extension and such extension was based on information which, although later found to have been erroneous, was submitted in good faith by SELLER.

4.3. Notification of Contractor Delay. Notwithstanding “Unavoidable Delay” (Section 4.2 above), no extension or adjustment of time shall be granted unless: (1) written notice of the delay is filed with CITY within fourteen (14) calendar days after the commencement of the delay; and (2) a written application therefore, stating in reasonable detail the causes, the effect to date, and the probably future effect on the performance of SELLER under the Agreement, and the portion or portions of the Work affected is filed by SELLER with CITY within thirty (30) calendar days after the commencement of the delay. No such extension or adjustment shall be deemed a waiver of the rights of either party under this Agreement. CITY shall make its determination within thirty (30) calendar days after receipt of the application.

5. WARRANTY

As set forth in Master Contract, SELLER hereby warrants and guarantees to CITY that all of the goods and equi pment of the Bus contemplated in this Agreement shall be free from defects in material and workmanship for the periods specified in Exhibit C with respect to the entire Bus, subsystems and/or components.

6. NONDISCRIMINATION

In the performance of this Agreement, SELLER represents and agrees that SELLER, its affiliates, PURCHASE AGREEMENT NO. 3985

subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, creed, color, religion, national origin, ancestry, sex, marital status, age, sexual orientation, handicap, or disability, in accordance with the requirements of state and federal. Such discrimination shall include, but not be limited to, the following: employment, upgrading, demot ion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

7. SUBCONTRACTORS

SELLER shall not subcontract any portion of the services to b e performed under this Agreement without the prior written consent of CITY, which may be withheld for any reason or for no reason.

Subcontracts, if any, shall contain a provision making them subject to all provisions in this Agreement. No person or firm whose name is included in the U.S. Comptroller General ’s Consolidated List of Persons or Firms Currently Debarred for Violation of Various Public Contracts Incorporating Labor Standards Provisions shall be eligible to subcontract on any portion of this Agreement.

8. PROHIBITION AGAINST TRANSFERS

SELLER shall not assign, sublease, or transfer this Agreement or any interest or obligations herein directly or indirectly, by operation of law or otherwise during the term of this Agreement or during the operation of any of the warranties set forth in Section 5 without the prior written consent of CITY. As a condition to any assignment or transfer, any prospective assignee or transferee shall also assume the obligations to CITY pursuant to this Agreement, including the warranties set forth in Section 5.

Any attempt to assign, sublease, or transfer this Agreement without prior written consent of CITY shall be null and void, and any assignee, sublessee, or transferee shall acquire no right or interest by reason of such attempted assignment, or transfer.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SELLER, or of the interest of any general partner or joint venturer or syndicate member or covenant, if SELLER is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of SELLER, shall be construed as an assignment of this Agreement. For purposes of this Agreement, “control” means the ownership fifty percent (50%) or more of the voting power of the corporation.

9. NOTICES

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresse s as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: René Bobadilla, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200

PURCHASE AGREEMENT NO. 3985

With a copy to: City of Montebello – Montebello Bus Lines Attn: Lupita Ibarra, Director of Transportation
400 South Taylor Avenue
Montebello, CA 90640
(323) 558 -1625 x 101
(323) 887- 4643 (Fax)
[email protected]

If to SELLER: NEW FLYER of America.

Attn: Jennifer McNeil
Vice President of Sales and Marketing
711 Kernaghan Avenue
Winnipeg, Manitoba
Canada R2C 3T4

10. INDEMNIFICATION

10.1. Indemnification for Acts or Omissions of SELLER. SELLER shall defend, indemnify, and hold harmless CITY, its elected and appointed officials, boards and commissions, officers, agents and employees (collectively hereinafter the “CITY”) against any or all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, reasonable attorneys’ fees, costs and expenses, which may accrue against the CITY arising out of, or resulting from the acts or omissions of SELLER or its officers, agents, employees, subcontractors or subconsultants, or related corporations attributable to its performance under this Agreement.

10.2. Indemnification for Claims Brought By Subconsultants of SELLER. In addition to Subsection 10.1, SELLER shall defend, indemnify, and hold harmless the CITY, from and against any and all proven third party damages, including reasonable attorneys’ fees occurring or resulting to any and all persons, firms, or corporations employed or contracted by SELLER or its subcontractors or subconsultants in connection with its performance under this Agreement.

11. INSURANCE

During the Term of this Agreement, SELLER shall carry, maintain, and keep in full force and effect all of the following minimum scope of insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with SELLER’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

Commercial General Liability (CGL): Broad-form, Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including premise-operations, products -completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($2,000,000), combined single limits, per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

Business Automobile Liability Insurance: For owned vehicles, hired, and non- owned vehicles, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if SELLER has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury and property damage.

PURCHASE AGREEMENT NO. 3985

Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance wi th limit of no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury or disease. SELLER agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by SELLER for CITY and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

By executing this Agreement, SELLER further certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake self-insurance before commencing any of the work contemplated herein.

Professional Errors and Omissions (E&O) Liability insurance appropriate to the SELLER’s profession, with limit no less than Two Million Dollars and Zero Cents ($2,000,000.00) per occurrence or claim, Two Million Dollars and Zero Cents ($2,000,000.00) agg regate.

Architects’ and engineers’ coverage shall be endorsed to include professional liability. If the policy is written as a “claims made” policy, the retroactivity date shall be prior to the start of work set forth herein, SELLER shall obtain and mai ntain said E&O liability insurance during the Term of this Agreement and for five (5) years after completion of work hereunder. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement, SELLER shall purchase “extended reporting” coverage for a min mum of five (5) years after completion of the work.

If SELLER maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by SELLER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

SELLER shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California, with a current rating of at least A:VII in the latest edition of Best's Insurance Guide, and approved by CITY.

Each insurance policy required herein shall state that coverage shall not be canceled, except after providing CITY thirty (30) days’ (or ten [10] calendar days’ for non-payment) prior written notice.

SELLER agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either: (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at SELLER’S expense, the premium thereon.

At all times during the Term of this Agreement, SELLER shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming CITY, its officers, agents, employees and volunteers as an additional insured. SELLER shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate(s).

SELLER shall provide proof that policies of insurance required herein expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the PURCHASE AGREEMENT NO. 3985

same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. SELLER agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating tha t failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Except for professional liability and workers’ compensation policies, the policies herein are primary and non-contributing with any insurance that may be carried by CITY. Any insurance or self- insurance maintained by CITY, its officers, employees, agents or volunteers, shall be in excess of SELLER’s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit SELLER, and SELLER’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. SELLER hereby waives all rights of subrogation against CITY. SELLER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver if subrogation endorsement from the insurer.

Coverage not affected. Any fa ilure to comply with the reporting provisions of the policies contemplated herein, shall not affect coverage provided to CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers.

Coverage applies separately. SELLER’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, SELLER shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or SELLER shall procure a bond guaranteeing payment of losses and expenses.

Procurement of insurance by SELLER shall not be construed as a limitation of SELLER's liability or as fall performance of SELLER’s duties to indemnify, hold harmless and defend under Section 9 of this Agreement.

CITY, its officers and employees shall not be responsible for any claims in law or in equity occasioned by failure of SELLER to comply with this section.

12. TERMINATION

12.1. Notice of Default and Termination. In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.

For any breach deemed by the non-defaulting party to constitute a material breach, the defaulting PURCHASE AGREEMENT NO. 3985

party is required to cure the breach within two (2) calendar days upon receipt of written notice. For any breach deemed by the non-defaulting party to constitute a nonmaterial breach, the defaulting party is obligated to cure such breach within ten (10) calendar days upon receipt of written notice.

However, if the nature of the nonmaterial breach requires more than ten (10) days to cure, the defaulting party shall have thirty (30) days to diligently pursue and complete a cure.

In addition to any other available legal or equitable rights or remedies, if the default is not cured within the time periods described above, the non-defaulting party may terminate this Agreement by giving written notice thereof to the defaulting party, setting forth the effective date thereof.

12.2. Termination Without Cause. CITY shall have the option, at its sole discretion and without cause, of terminating this Agreement in whole, or in part, by giving ten (10) days ’ written notice to SELLER as provided herein.

12.3. Payment Upon Termination.

If CITY terminates this Agreement as provided in Section 12.2, titled "Termination Without Cause", of this Agreement, CITY shall then provide to SELLER the part of Compensation which would otherwise be payable to SELLER for services completed as of the date of termination, including costs, contract close-out costs and profit on work performed, less the amount previously paid or withheld with respect to the Compensation. If CITY terminates this Agreement as provided in Section 1 2.1, titled "Notice of Default and Termination", of this Agreement, CITY shall then provide to SELLER the part of Compensation which would otherwise be payable to SELLER for services completed as of the date of termination, less the amount previously paid or withheld with respect to the Compensation, which shall not include costs, close -out costs or profit on work performed.

12.4. Expiration. After full acceptance of the single Bus contemplated in this Agreement by CITY, this Agreement shall expire upon full payment of the Compensation by CITY to SELLER.

Notwithstanding the foregoing, the Warranty Agreement shall remain in effect despite expiration of this Agreement.

13. REMEDIES FOR BREACH OF CONTRACT

13.1. Litigation Expenses. If any legal action or other proceeding is brought by either Party for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred in that action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

13.2. Liability of SELLER. SELLER shall be responsible for all damages resulting in whole or in part from the acts or omissions of SELLER or its subconsultants or subcontractors. Nothing in this Agreement shall constitute a waiver or limitation of any legal rights or remedies which CITY may have under this Agreement or under applicable law.

13.3. Liability of CITY. CITY’s contractual obligations to SELLER shall be limited to the payment of the Compensation provided for in this Agreement. In no event shall CITY be liable for any special, consequential, indirect or incidental damages arising out of or in connection with this Agreement unless otherwise specified herein.

14. DISPUTE RESOLUTION

Disputes regarding the interpretation or application of any provision of this Agreement shall, to the PURCHASE AGREEMENT NO. 3985

extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attorney’s fees. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys’ fees paid to outside attorneys in connection with the action.

15. GOVERNING LAW AND VENUE

This Agreement shall be construed in accordance with and gover ned by the laws of the State of California. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in Los Angeles County, State of California.

16. COMPLIANCE

It is agreed that SELLER shall comply with and shall require its subcontractors to comply with all applicable local, state and federal laws and regulations including but not limited to those set forth to in the Master Contract.

17. DAYS

Any term in this Agreement referencing days of performance shall be deemed to be calendar days and not work (or business) days.

18. BINDING ON ASSIGNS

Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the respective Parties.

19. INDEPENDENT CONTRACTOR

SELLER is an independent contractor. As such, SELLER shall have no power or authority to incur any debt, obligation or liability on behalf of CITY. SELLER is not to be considered an agent or employee of CITY and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by CITY for its employees.

20. SEVERABILITY

For purposes of this Agreement, if any provision of this Agreement is deemed to be invalid or illegal, the remaining provisions nevertheless will continue in full force and effect without being impaired or invalidated in any way.

21. TIME IS OF THE ESSENCE

Time is of the essence in this Agreement, and all Parties agree to execute all d ocuments and to proceed with due diligence to complete all covenants and conditions set forth herein in a timely manner.

22. COUNTERPARTS

This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

PURCHASE AGREEMENT NO. 3985

23. CAPTIONS

The captions of the various articles and paragraphs of this Agreement are for the convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement or any part or parts of this Agreement.

24. CONSTRUCTION

In all cases, the language in all parts of this Agreement shall be construed simply, according to its fair meaning and not strictly for or against any Party, it being agreed by the Parties or their agents having all participated in the preparation of this Agreement.

25. COOPERATION/FURTHER ACTS

The Parties shall fully cooperate with one another in attaining the purposes of this Agreement and, in connection therewith, s hall take any such additional further acts and steps and sign such additional documents as may be necessary, appropriate and convenient as related to.

26. REFERENCES

All references to SELLER with respect to this Agreement shall include all personn el, employees, agents and subcontractors of SELLER.

27. WAIVER

A waiver by either Party of any breach or default of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach or default of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

No waiver, benefit, privilege or service voluntarily given or performed by one Party shall give the other any contractual right by custom, estoppel, or otherwise.

28. ENTIRE AGREEMENT; MODIFICATION

This Agreement in addition to the attached Exhibits, contains the entire agreement between CITY and SELLER and supersedes any prior or written statements or agreement between the Parties.

This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant sha ll be held to vary the provisions hereof. No attempted waiver of any of the provisions herein, nor any change, amendment or modification of this Agreement shall be effective unless in writing and signed by the Party against whom the same is sought to be enforced.

29. RISK OF LOSS.

CITY shall assume risk of loss of the Bus on delivery. Prior to delivery, SELLER shall bear the risk of loss of the Buses.

30. TITLE.

Title to the Buses shall pass to CITY upon acceptance of the Bus by CITY.

31. PRICE ADJUSTMENTS DUE TO REGULATORY CHANGES.

Notwithstanding anything else to the contrary contained herein, in the event that a price adjustment PURCHASE AGREEMENT NO. 3985

is required in respect of changes that are mandatory as a result of legislation or regulations that become effective after the date of the proposal submission, such price adjustment shall be negotiated in good faith by CITY and SELLER.

32. SUBJECT DATA.

All "subject data''. including specifications, technical data, records and reports, engineering drawings (including shop drawings and working drawings), manuals and instruction materials and computer or microprocessor software that is delivered or specified to be delivered under this Agreement shall remain the property of SELLER; provided however, CITY shall have a royalty-free, non-exclusive, non-transferable and irrevocable license to use such subject data only for the purposes of operating and maintaining the Buses.

33. EFFECTIVE DATE.

Unless otherwise specified herein, this Agreement shall become effective as of the date on which the last of the Parties, whether SELLER or CITY, executes said Agreement.

34. SIGNATURES.

SELLER affirms that the signatures, titles, and seals set forth hereinafter in execution of this Purchase Agreement represe nts all individuals, firm members, partners, joint ventures, and/or corporate officers having principal interest herein.

[SIGNATURE PAGE TO FOLLOW]
PURCHASE AGREEMENT NO. 3985

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.

CITY OF MONTEBELLO NEW FLYER OF AMERICA INC.
(“CITY”) (“SELLER”)

René Bobadilla, City Manager Jennifer McNeil

Date: _______________ Date: _______________

ATTEST:

Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

EXHIBITS:
 Exhibit A – Proposal for Seven (7) – 40’ CNG Buses
 Exhibit A.1 – Warranty
 Exhibit A.2 – Publications
 Exhibit A.3 – Drawings
 Exhibit B – Federal Requirements
 Exhibit C – Washington State Transit Bus Contract

Cover Page
M
ontebello Bus Lines
O
ption Proposal for Seven (7) – 40’
CNG Buses

EXHIBIT A
Montebello Bus Lines
Option for Seven (7) XN40 Buses

Proposal Table of Contents

Tab 1, Letter of Transmittal
Tab 2, Price Summary
Tab 3, Price Change Detail
Tab 4, Warranty Proposal
Tab 5, Training Proposal
Tab 6, Publications Proposal
Tab 7, Tools and Diagnostics Proposal
Tab 8, Drawings

Montebello Bus Lines
Option for Seven (7) XN40 Buses

Tab 1, Letter of Transmittal
Solicitation Requirements:

New Flyer Response:

Please see attached our Letter of Transmittal to Montebello Bus Lines.

Please indicate your acceptance by providing a Purchase Order to New Flyer, attention:

Stephanie Laubenstein, Director, Sales & Business Development 204.391.1788
[email protected]
May 16, 2022
Rohan Anderson
Senior Procurement Analyst
Montebello Bus Lines
Montebello, CA
Subject: Quotation for 40-foot Heavy-Duty CNG Transit buses Dear Rohan,
New Flyer is pleased to submit an option price quotation for the production of seven (7) 40-foot Heavy-Duty CNG Transit buses based on New Flyer’s agreement with State of Washington (SoW).

The proposed buses will be technically configured as per the most recent SR-2641. The bus price includes all SRCRs approved by Montebello Bus Lines.

The XN40 price is $609,000.00/bus which includes Warranty, Publications, Delivery, and PPI.

Please note that this price is reflective of a Notice to Proceed by May 20, 2022 & Commitment of a PO by July 31, 2022. If NTP /PO are received past this date then the line entries push in to 2023 and we cannot get parts at today's costs, as such we would have to re-price and include full PPI.

We would like to highlight key elements of our proposal:

Warranty: New Flyer exceeds the industry standard warranties in many areas s uch as our 5 y ear / 300,000 miles axle warranty (standard warranty is 2 years) and our 3 years / 150,000 miles multiplex warranty (standard competitor warranty is 1 year / 50,000 miles). Please s ee our Warranty Proposal for more information.

Training: New Flyer Training is an organization within the New Flyer Customer Services group, a division of New Flyer Industries . As a part of the leading manufacturer of heav y-duty transit buses in the United States and Canada, we hav e access to top design, engineering, propulsion technology , and electrical systems professionals. This allows us to offer the s ervice and expertise to maximize the lifetime value of your fleet. Please see our Training Proposal for more information. Please note that optional training is not included in the bus price.

Publications: The New Flyer Public ations team combines ex tensive, hands -on technical experience with exceptional writing, illustrating, and publishing skills to create the indus try’s benchmark in maintenance manuals. They supply accurate information in a timely manner, assisting the customer in the performance of proper bus maintenance, which adds to the overall reliability and lifetime value of each New Flyer bus on the road. Please see our Public ations Proposal for more information. Please note that publications are included in the bus price.

Tooling and Diagnostics: Please see our Tools and Diagnostics Proposal for more information. Please note that tooling and diagnostics are not included in the bus price.

Delivery
Proposal: New Flyer is proposing a complete delivery by Q4 of 2022. Please note that delivery is
included in the bus price.

Payment Terms: Following the terms and conditions of New Flyer’s contract payment terms:
•
Payment terms are Net 30 days
•
Acceptance is within 15 days of delivery
This
project allows New Flyer the important opportunity to build a strong relationship with Montebello Bus Lines. It also gives us the opportunity again to delivery some of the most advanced vehicles available in North America.

We thank you for your continued interest in New Flyer products and look forward to working with you again in the near future.

This
quote is open for acceptance for thirty (30) days. Please indicate your acceptance by providing a Purchase
Order to New Flyer of America, attention Stephanie Laubenstein, Director of Sales & Business
Development at [email protected].

Sincerely,
Barry Karlenzig
Technical Sales Manager
P
204.590.8394
[email protected]
CC: Stephani e Laubenstein – Director of Sales & Business Development Da
niel Trujillo – Regional Sales Manager
Cameron Huber – Business Segment Director, Municipal & Private Fleets

Montebello Bus Lines
Option for Seven (7) XN40 Buses
Tab 2, Price Summary
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Price Summary for seven (7) – XN40 buses for Montebello Bus Lines.

Price Change Summary
Property: Montebello
Option Origin: 2021-142
Sales Release No.: 0
Quantity: 7
Type: XN40
Price Change No.: 1
Revision: A
Date: 05-Jan-22
Each Total
Original Contract Price Base Coach 486,990.00$ 3,408,930.00$ Base Bus Price Change Total $ 122,010.00 $ 854,070.00 Contract Spares Base Bus Price Change Total -$ -$
Revised Price Base Bus (including ADA & delivery) $ 609,000.00 $ 4,263,000.00 Original Contract Price for Contract Spares (If priced separately) -$ Contract Spares Changes (Priced Separately) Total -$ -$ Revised Contract Spares Priced Separately -$
Original Contract Price for Miscellaneous (If priced separately) -$ Miscellaneous Price Change Total -$ -$
Revised Miscellaneous Priced Separately -$
Original Total Contract Price 3,408,930.00$
Total Contract Price Changes $ 854,070.00 Revised Total Contract Price $ 4,263,000.00
Authorized Signatures:

New Flyer Authorization:

Signature:

Title:

Date:

Property Authorization:

Signature:

Title:

Date:
5/9/2022
Montebello Bus Lines
Option for Seven (7) XN40 Buses
Tab 3, Price Change Detail
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Price Detail Sheet.

T
his sheet includes all price changes that are required to go from the base bus to the proposed configuration, as requested.

Price Change Detail
Property: Montebello
Option Origin: 2021-142
Sales Release No.: 0
Quantity: 7
Bus Type: XN40
Price per coach
Price Change Type Reference No. Option No. Option Group SRCR No. Description Total Base Bus Price Change 1 600 Customer Options Add SRCR from 2524 81,248.00 2 600 Customer Options SRCR's from 2641 (Approved) 10,529.44 3 PPI Producer Price Index Add PPI 30,232.56
Base Bus Price Change Total 122,010.00
Grand Total 122,010.00

Montebello Bus Lines
Option for Seven (7) XN40 Buses

Tab 4, Warranty Proposal
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Warranty Proposal.

Please note that Warranty Pricing is included as part of the bus price.

CONTRACT DELIVERABLES LIST WARRANTY
CUSTOMER NAME Montebello Bus Lines
BUS MODEL XN40

PROVIDER YEARS MILEAGE
Base Bus Warranty New Flyer of America 2 100,000 Excluding scheduled maintenance items, acts of nature, or normal consumables Basic Bus Structure New Flyer of America 3 150,000 Body, and body structure shall consist of the components that are bolted or riveted to the structure, such as, exterior panels, interior panels, roof, ceiling, and driver’s barrier.

Chassis Structure (Integrity) New Flyer of America 12 500,000 Consists of all components that are welded together to form the main frame (skeleton) and body construction. The structural integrity guarantee covers against a significant loss of structural integrity of the assembly or its functional performance due to non corrosion related failures.

Chassis Structure (Corrosion) New Flyer of America 12 500,000 Consists of all components that are welded together to form the main frame (skeleton) and body construction. The corrosion guarantee covers against a significant loss of structural integrity of the assembly or its functional performance, resulting from a pertinent loss of cross-section due to corrosion caused by normal environmental elements but excludes corrosion caused by aggressive road de- icers such as Magnesium Chloride or equivalents, unless New Flyer approved preventative measures are taken. The warranty shall be void if the Agency fails to conduct corrosion inspections and scheduled preventive maintenance procedures as specified in the Contractor’s maintenance manuals. The Agency shall maintain documentation, auditable by the Contractor, verifying service activities in conformance with the Contractor’s maintenance manuals.

Engine Cummins 2 Unlimited All repairs/warranty claims need to be handled through the local authorized repair facility. When the 3 year extended warranty is purchased (5 years total) the following applies: Two Year Base (Full Coverage), years 3,4 & 5 covers components only as per manufacturer's warranty document.

Transmission Allison 2 Unlimited All repairs/warranty claims need to be handled through the local authorized repair facility. When the 3 year extended warranty is purchased (5 years total) the following applies: Two Year Base (Full Coverage), years 3,4 & 5 covers components only as per manufacturer's warranty document.

Axle (Front and Rear) MAN 5 300,000 Excluding maintenance items & items that are not covered by the OEM's warranty. All friction materials are excluded from this limited warranty. Wear and third party items supplied with the axle (e.g. slack adjuster, seals and bearings, shocks, air bellows, radius rods, brake chambers) are not included in the 5 year warranty. Please see manufacturer's warranty document.

A/C MCC 2 Unlimited Some limitations and exclusions may apply - Please see manufacturer's warranty document. All repairs/warranty claims need to be handled through the local authorized repair facility.

Brake System New Flyer of America 2 100,000 Friction Material Excluded Destination Signs AESYS 6 Unlimited Some limitations and exclusions may apply - Please see manufacturer's warranty document. All repairs/warranty claims need to be handled through the local authorized repair facility.

Door Systems Vapor 3 150,000 Excluding maintenance items & items that are not covered by the OEM's warranty Air Compressor Cummins 2 Unlimited
Wheelchair Ramp New Flyer of America 2 100,000
Electrical System Parker 3 150,000 Excluding maintenance items & items that are not covered by the OEM's warranty LED Headlights J.W.Speaker 6 Unlimited Warranty covers parts only after 1st year.

Paint Axalta 5 Unlimited
Air Dryer Bendix 2 200,000
Alternator EMP 2 100,000
Charge Air Cooler EMP 3 150,000
Fire Suppression System Amerex 3 Unlimited Some limitations and exclusions may apply - Please see manufacturer's warranty document.

Hydraulic System New Flyer of America 2 100,000
Starter New Flyer of America 2 100,000
Towing New Flyer of America 2 100,000
Emission Control System Cummins 5 100,000 Some limitations and exclusions may apply - Please see manufacturer's warranty document. All repairs/warranty claims need to be handled through the local authorized repair facility.

BASE AND EXTENDED WARRANTY

MAJOR COMPONENT DESCRIPTION COMMENTS
EXHIBIT A.1
Power Steering System New Flyer of America 2 100,000
Radiator Fan Drive EMP 3 150,000
Tires New Flyer of America 2 24,000
New Flyer Industries Limited warrants the tires installed as original equipment on this vehicle only against defects in materials and workmanship which cause the vehicle to fail to comply with applicable U.S. and Canadian greenhouse gas emission limits (“Warrantable Emissions Failures”). This vehicle emissions limited express warranty relating to original equipment tires is valid for two (2) years or 24,000 miles whichever occurs first.

Emissions-Related Warranty (Idle
Reduction Systems) New Flyer of America 5 100,000 Emissions-related warranty on Neutral-Idle or Start/Stop idle reduction systems, as defined by the U.S. EPA (not including Allison Standard FuelSense 2.0, Restricted Neutral-at-Stop (NAS), and “Auto- Neutral” functions)
Montebello Bus Lines
Option for Seven (7) XN40 Buses

Tab 5, Training Proposal
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Training Proposal.

Please note that this proposal is for recommended training only. Training courses may be selected by Montebello Bus Lines. New Flyer’s training team is happy to advise on selecting the correct training for your needs.

Corresponding prices are not included in the Bus Price.

CONTRACT DELIVERABLES LIST CUSTOMER TRAINING
CUSTOMER NAME Montebello Bus Lines
BUS MODEL XN40
New Flyer Supplied Training
DESCRIPTION COMMENTS QTY HRS. SELL PRICE REQUIREMENT BILLABLE: Y/N Operator Orientation 4 $986.85 Recommended Y
Maintenance Orientation 4 $986.85 Recommended Y
Multiplex System 24 $5,921.10 Recommended Y
Entrance & Exit Doors 4 $986.85 Recommended Y
Wheelchair Ramp 4 $986.85 Recommended Y
Brake Systems and Axles 16 $3,947.40 Recommended Y
Air System and ABS 8 $1,973.70 Recommended Y
Suspension and Steering 8 $1,973.70 Recommended Y
Electric Fan Drive 4 $986.85 Recommended Y
Coolant Loop Fill Procedure 4 $986.85 Recommended Y
Towing 4 $986.85 Recommended Y
Body and Structure 4 $986.85 Recommended Y
CNG Fuel System 8 $1,973.70 Recommended Y
OEM/Subcontractor Supplied Training
DESCRIPTION COMMENTS QTY HRS. SELL PRICE REQUIREMENT BILLABLE: Y/N Engine Maintenance 16 $7,020.00 Recommended Y
Transmission Maintenance 16 $7,020.00 Recommended Y
HVAC Maintenance 8 $4,050.00 Recommended Y
Fire Suppression/Gas Detection 8 $2,700.00 Recommended Y Destination Sign 8 $2,700.00 Recommended Y
Montebello Bus Lines
Option for Seven (7) XN40 Buses

Tab 6, Publications Proposal
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Publications Proposal.

Please note that Publication Pricing is included in the Bus Price.

CONTRACT DELIVERABLES SHEET PUBLICATIONS 0 City of Montebello PRIMARY CUSTOMER NAME Montebello Bus Lines
BUS MODEL XN40
This is for One XN40 Option Build Only

DESCRIPTION QTY CUSTOMER DELIVERY UPDATES
(years) COMMENTS
Emergency Responder Guide (8.5x11 laminated paper) 9 With First Pilot Bus Delivery 6 Emergency information to be on board each bus Operator's Guide 9 With First Pilot Bus Delivery 6
Parts Manual 2 Within 30 Days AFTER Last Bus Delivery 12 Service Manual 2 Within 30 Days AFTER Last Bus Delivery 6 Vehicle System Drawings Manual (11x17 3-hole regular paper) 2 Within 30 Days AFTER Last Bus Delivery 6 Parts Manual Listing 1 Within 30 Days AFTER Last Bus Delivery 6 MS Excel File via email TIV USB 2 Within 30 Days AFTER Last Bus Delivery 6 Includes Bus Manuals PDF files on USB and OEM manuals identified with "*" below
This is for One XN40 Option Build Only

DESCRIPTION QTY CUSTOMER DELIVERY UPDATES
(years) COMMENTS
With First Bus Delivery or Soon After Receiving From OEM Supplier Parts info avail from Cummins Parts Website Only
Fault Code Troubleshooting Manual (Vol 1 - 4) 2 " N/A
Service Manual (Vol 1 - 2) 2 " N/A
Operation & Maintenance Manual 2 " N/A
Owners Manual 2 " N/A
With First Bus Delivery or Soon After Receiving From OEM Supplier Service Manual - Gen 4/5 2 " N/A *
Parts Manual - Gen 4/5 2 " N/A *
Troubleshooting Manual - Gen 4/5 2 " N/A *
Principals of Operation Manual - Gen 5 2 " N/A *
Quick-Tech Troubleshooting Guide - Gen 5 2 " N/A *
Mechanics Tips - Gen 5 2 " N/A *
Operator's Manual - Gen 5 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier Unit Operation & Service Parts Manual 2 " N/A *
Compressor Operation & Service Parts Manual 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier EMP MH4 Cooling System Service Manual 2 " N/A *
EMP MH4 Cooling System Troubleshooting Manual 2 " N/A * With First Bus Delivery or Soon After Receiving From OEM Supplier ABS Maintenance Manual 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier AESYS User Manual 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier Avail Service Manual 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier DPS Service and Maintenance Manual 2 " N/A *
With First Bus Delivery or Soon After Receiving From OEM Supplier V25ABC System Operation & Maintenance Manual 2 " N/A *
SafetyNet Controller Operation & Maintenance Manual 2 " N/A * With First Bus Delivery or Soon After Receiving From OEM Supplier Hardware User Guides 2 " N/A *
Software User Guides 2 " N/A *
This is for One XN40 Option Build Only

DESCRIPTION QTY CUSTOMER DELIVERY UPDATES
(Years) COMMENTS
Standard Labour Hours required for NF Bus Manual Set
Publishing 400 N/A Not charged to the customer
Allison Transmission B300/400/3400xFE Gen 5 OEM Manual Set (includes only the following)
New Flyer Bus Publications
OEM Supplier Publications
Cummins L9N (CM2380) 2021EPA Engine OEM Vendor Manual
Set (includes only the following)
Amerex GD & FS System OEM Manual Set (includes only the following)
Vansco Multiplexing System OEM Manual (includes only the following)
Other New Flyer Costs
MCC HVAC OEM Manual Set (includes only the following)
EMP Cooling System OEM Manual (includes only the following) WABCO ABS System OEM Manual (includes only the following) Destination Sign OEM Manual Set (includes only the following) AVA/AVL System OEM Manual Set (includes only the following) Arow Global Drivers Door System OEM Manual Set (includes only the following)
EXHIBIT A.2
Montebello Bus Lines
Option for Seven (7) XN40 Buses

Tab 7, Tools and Diagnostics Proposal
Solicitation Requirements:

New Flyer Response:

Please see attached New Flyer’s Tools and Diagnostics Proposal.

Please note that this proposal outlines New Flyer’s recommended tools and diagnostics package required to maintain the Xcelsior® bus. The package acts as a shopping list for Montebello Bus Lines to select from, as required.

The corresponding prices are not included in the Bus Price.

CONTRACT DELIVERABLES LIST DIAGNOSTICS & TOOLS
CUSTOMER NAME Montebello Bus Lines
BUS MODEL XN40
COMMENTS DESCRIPTION QUOTED PART # BID QTY SELL PRICE REQUIREMENT BILLABLE: Y/N for use with all diagnostic software Panasonic FZ55 Toughbook Laptop 108658 1 $3,062.12 Recommended Y Nexiq USB Link 2 6353474 1 $1,042.31 Recommended Y
Cummins Insite Lite (1-year subscription) 6339520 1 $1,075.88 Recommended Y free download from Cummins website Cummins Insite Software NPN 1 $0.00 Recommended Y Allison DOC Premium - 1st Yr subscription download 6469849 1 $1,103.83 Recommended Y Intelligaire III Diagnostic Software & Cables 6393934 1 $1,791.42 Recommended Y free download from EMP website EMP Software NPN 1 $0.00 Recommended Y Meritor Wabco ABS Software (1-year subscription) 6334596 1 $391.23 Recommended Y provided by Luminator at n/c Luminator MIE Software NPN 1 $0.00 Recommended Y free download from Parker-Vansco website Vansco Software NPN 1 $0.00 Recommended Y free download from Parker-Vansco website Smartrider Software NPN 1 $0.00 Recommended Y Amerex SafetyNet Software & Interface 6355551 1 $596.70 Recommended Y Kit - Lift Tow Universal 6396565 1 $198.81 Recommended Y Kit - Lift Tow Receivers 6396567 1 $1,365.05 Recommended Y Xcelsior Flat Tow adapter (2 pcs. Per set) 6395097 1 $773.17 Recommended Y Assy - Frame Flat Towing 902990 1 $5,360.85 Recommended Y Jacking Adapters 434434 1 $946.28 Recommended Y
Repair Kit - Disc Brakes & Calipers 6408310 1 $3,191.58 Recommended Y Torque Multiplier 6314711 1 $2,590.07 Recommended Y
Hub Repair Kit - MAN VOK-07 Frt Axle 6408311 1 $6,904.16 Recommended Y Optional Hub Removal Hydraulic Tool Kit - MAN VOK-07 6458834 1 $4,439.96 Recommended Y King Pin Press Kit - MAN VOK-07 Frt Axle 6408312 1 $11,861.92 Recommended Y Hub Repair Kit - MAN HY1350 RR Axle 6408306 1 $4,561.29 Recommended Y ABS Sensor R&R Kit - MAN HY1350 RR Axle 6408307 1 $767.14 Recommended Y Pinion Seal Repair Kit - MAN HY1350 RR Axle 6444302 1 $2,187.45 Recommended Y Differential Repair Kit - MAN HY1350 RR Axle 6444303 1 $6,628.47 Recommended Y Optional Tool Kit - MAN HY1350 RR Axle 6444304 1 $28,363.10 Recommended Y Rebuild Kit - EMP Alternator 6405510 1 $3,946.60 Recommended Y Coolant System Pressure Tester 660817 1 $832.05 Recommended Y Kit - Coolant Pressure Fill 6484741 1 $2,601.03 Recommended Y Adj Tool - Strg Gear Box Press Relief 6465265 1 $297.07 Recommended Y Depth Punch - Strg Gear Box Press Relief 6465266 1 $271.30 Recommended Y Flow Meter Tester - Strg Gear Box 140809 1 $560.32 Recommended Y Puller Tool - Pitman Arm 6394270 1 $315.82 Recommended Y Alignment Tool - Flex Connector 6360381 1 $706.52 Recommended Y Kit - Allison Service Tools 6360446 1 $8,445.79 Recommended Y Eng/Trans Dolly - Universal 086444 1 $2,575.54 Recommended Y TK R407c A/C Tool Kit 6397159 1 $21,316.19 Recommended Y Cummins L9N Service Tool Kit 6483729 1 $23,574.06 Recommended Y Amerex Discharge Hose Blowout Adapter 052132 1 $114.44 Recommended Y Amerex Fire Alarm/Simulator Module 135582 1 $274.64 Recommended Y Amerex Calibration Kit - AMGaDS III 6459321 1 $1,306.15 Recommended Y CNG Tank Valve Installation Tool 6467614 1 $1,882.79 Recommended Y Diagnostic Equipment
Special Tools
Montebello Bus Lines
Option for Seven (7) XN40 Buses
Tab 8, Drawings
Solicitation Requirements:

Provide floor plan drawings.

New Flyer Response:

Please see the attached drawings, as requested:
• DWG 854310, Seating Layout, Lower Deck
• DWG 854312, Seating Layout, Upper Deck
• DWG 839550, Elevation

SECTION B-B
(STREET SIDE)
BB
REF

13.34 REF

30.87 SECTION A-A
(CURB SIDE)
A A1 2 3
9 10
11 12
13 14
15 16
1718
KIT
201
KIT
203
KIT
204
KIT
205
KIT
206
KIT
207

STREET SIDE

CURB SIDE
KIT
211
MEDIUM
EXIT
DOOR
(REF)
103.70
KIT
212

SEE NOTES
2, 12, 13
& 15
KIT
212

SEE NOTES
2, 12, 13
& 15
E
E
H
H
J
J
FRONT
OF
COACH
FRONT
OF
COACH
REF

3.95 70.30

SEE NOTES
7, 12 & 16
TYP 2 PLCS
175.11

28.60 56.35

84.10 REF

FROM EDGE

OF WHLHS

6.84 101.17

REAR DECK

TO FORWARD

MOUNTING POINT
123.86

REAR DECK FACE

TO FORWARD

MOUNTING POINT
200
120REF

29.14 REF

27.74 REF

27.75 REF

10.17 REF

FROM EDGE

OF WHLHS

5.73 KIT
210
Y
Y
KIT
212
KIT
212
1 EA 200 854309 KIT-SEATING L/D VISION -

0.010 EA 120 081034 LOCTITE-243 MEDIUM 10ML -
64 EA 79 356596 T-BOLT-SEAT MOUNTING 0.05 LBS
8 EA 77 20B06024 BOLT SST 3/8 UNC X 1.5 LG -
12 EA 36 20B06032 BOLT-HEX SST 3/8UNC 2.00 -
64 EA 32 8410536 NUT-CRN 3/8UNC GR5 0.03 LBS
148 EA 30 50W06000 WASHER FLAT SS 3/8 NOM -
QTY U/M ITEM PART NO. DESCRIPTION WEIGHT
DESIGN REF NOTES:
- AMSECO VISION SEATS WITH

CANTILEVER MOUNTING EXCEPT SEATS
9 & 10
- STAINLESS STEEL GRABRAILS
- W/C RESTRAINT BELTS W/ FOOT PEDAL

RELEASE
- W/C BARIERS W/ REMOTE RELEASE
- BELTS ARE Q'STRAINT, J-HOOK TYPE
- SQUARE TOUCH PAD ON 3P STREET & CURB

SIDE LONGITUDINAL FLIP-UP SEATS
- STREETSIDE MODESTY PANEL
- FOR 40' XCELSIOR
- DIESEL, DIESEL ELECTRIC, CNG
- MEDIUM EXIT DOOR
200
178.54

SEE NOTES
2, 12, 14
& 15

SEE NOTES
2, 12, 14
& 15
REF

1.90 REF

3.38 KIT
208
1920
REF

2.25 155.30
KIT
209
120
120
120
120
197.55
4 6
5 7
8 KIT
202

POSITION SEAT WITH

STRIP BUMPERS ON SEATS
9 & 10 FLUSH AGAINST

MODESTY PANEL
SEE NOTE 4
1 854310
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL

TITLE
854310

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING L/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637864
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
-
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 01-SEP-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:20 SHEET 1 OF 3
B
1) UPDATED VENDOR PART GEOMETRY FOR KIT ITEM 207 2) ALL DIMENSIONS AND VIEWS UPDATED ACCORDINGLY ECN-158876 EXHIBIT A.3
9 10
11 12
13 14
CC

SECTION C-C
(CURB SIDE)
D D

SECTION D-D
(STREET SIDE)
APPROX
H/K
SEE
NOTE 17

27.00 APPROX

H/K TO

BARRIER
SEE
NOTE 17

27.00 APPROX
H/K
SEE
NOTE 17

30.00 APPROX
CLEAR
FLOOR
SPACE

60.00 MEDIUM
EXIT
DOOR
(REF)

SEAT STANCHION

WITH BOLT-ON

STANCHION CUP
(REF)

SEAT STANCHION

WITH BOLT-ON

STANCHION CUP
(REF)
OPEN FLOOR AREA = 6504.48 IN
2 = 45.17 FT
2 SEATS IN THE

FLIPPED UP POSITION

SEATS IN THE

FLIPPED UP POSITION
1 2 3
5 15
16 17
60 W/C TURNING

AREA (REF)
FRONT
OF
COACH
FRONT
OF
COACH
APPROX

H/K TO

BARRIER
SEE
NOTE 17

30.00 WHEELCHAIR BARRIER

STANCHION WITH

BOLT-ON

STANCHION CUP

WHEELCHAIR BARRIER

STANCHION WITH

BOLT-ON

STANCHION CUP

FACE OF

REAR DECK

TO FRONT

OF SEAT
(REF)

3.95 CURB SIDE

STREET SIDE
SEAT
HEIGHT
TYP 5

PLCS, SEE
NOTE 18
(REF)

17.31 SEAT
HEIGHT
SEE
NOTE 18
(REF)

19.72 TELESCOPING ARMS IN

THE STOWED POSITION
SEE NOTE 18
TYP 4 PLCS
REF

SEAT HEIGHT

18.25 REF

59.00 APPROX
H/K
SEE
NOTE 17

27.69 APPROX
H/K
SEE
NOTE 17

27.00 NOTES:
17) DIMENSIONS IN BRACKETS REPRESENT THE APPROXIMATE HIP TO KNEE WITH VR-5O ONSERT, SUBTRACT A 1/2" FROM THE HIP TO KNEE DIMENSION FOR PADDED ONSERTS (1/2" OR 1-1/4"). REFER TO CUSTOMER SPEC DWG P/N 265402-XXXX, WHERE XXXX IS THE SR#, FOR THE TYPE OF SEAT ONSERT THAT IS REQUIRED.
18) DIMENSIONS IN BRACKETS REPRESENT THE APPROXIMATE SEAT HEIGHT WITH VR-50 ONSERT. ADD 1/2" TO THE SEAT HEIGHT DIMENSION FOR 1/2" PADDED ONSERTS AND 1-1/8" FOR 1-1/4" PADDED ONSERTS RESPECTIVELY.

REFER TO CUSTOMER SPEC DWG P/N 265402-XXXX, WHERE XXXX IS THE SR#, FOR THE TYPE OF SEAT ONSERT THAT IS REQUIRED.
19) ALL H/K DIMENSIONS HAVE .50" TOLERANCE WHERE H/K = HIP TO KNEE. 18 ARMREST
APPROX
CLEAR
FLOOR
SPACE

60.00 1920

ARMREST

NO GRABRAILS

ON THESE SEATS,

BUMPERS ON
SEATS 9 & 10

MODESTY
PANEL
(REF)
REF

59.00 4
6 7
8 1
854310
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL

TITLE
854310

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING L/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637864
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
-
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 01-SEP-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:20 SHEET 2 OF 3
B SEE SHEET 1 ECN-158876

FROM FACE

OF SEAT RAIL

SECTION E-E

MOUNTING FOR LONGITUDINAL

FLIP UP SEATS

SECTION H-H

TYP MOUNTING FOR

W/C BARRIERS

TYP LH & RH

SECTION J-J

MOUNTING FOR TRANSVERSE

FLOOR MOUNTED SEAT
79 79
3630
TYP 2 PLCS

SEE NOTES
1, 9 & 12
30 32
30 32
TYP 16 PLCS

SEE NOTES
7, 10 & 12
TYP 14 PLCS

SEE NOTES
7, 10 & 12

VIEW K
REF

FROM SEAT

RAIL FACE
.35

DETAIL M
79 30 32
TYP 2 PLCS

SEE NOTES
7, 10 & 12

DETAIL M

SEAT REMOVED

FOR CLARITY

TYP LH & RH
TYP 2 PLCS

FROM FACE OF

SEAT RAIL

16.44 VIEW K
77 TYP 8 PLCS

SEE NOTES
3, 9, 11, 12
& 13
TYP4.79
TYP3.73
TYP7.47
30 TYP25.42
TYP REF5.00

SECTION Y-Y
TYP 5 PLCS
2 2
2 8.29
3630
44 SEE NOTES
1, 9 & 12
REF

30.42 KIT
XXX
79 32 30
79 32 30
TYP 4 PLCS

SEE NOTES
7, 10 & 12
TYP 2 PLCS

SEE NOTES
7, 10 & 12
2 2

16.40 NOTES (WHERE APPLICABLE):

1. DRILL .312 PILOT HOLE AND TAP FOR 3/8-16 HARDWARE.

2. ADJUST THE ANGLE ON THE SEAT BOLT-ON STANCHION

CUP SO THAT THE STANCHION IS VERTICAL

REFER TO VENDOR DRAWING FOR INSTALLATION

INSTRUCTIONS FOR MOUNTING STANCHION CUP TO
SEAT GRABRAIL.

3. REFER TO SEAT VENDOR DRAWINGS FOR MORE DETAILS

WITH REGARDS TO INSTALLING SEATS AND RESTRAINTS

4. KIT 854309 IS A TEMPLATE. REFER TO ORACLE BOM FOR CONTRACT SPECIFICATIONS.

5. SALES TO SEND SEAT SPECIFICATION DRAWING 265402-XXXX TO CUSTOMER, WHERE XXXX IS THE CONTRACT SR NUMBER.

6. ALL H/K DIMENSIONS HAVE .50 TOLERANCE, WHERE
H/K = HIP TO KNEE.

7. TORQUE HARDWARE TO 35 FT-LBS.

8. SPLIT BALLOONS SUCH AS REFER TO ITEM XXX IN KIT ITEM 200. ALL SPLIT BALLOONS ARE REFERENCED ITEMS.

9. TORQUE HARDWARE TO 17 FT-LBS.

10. SLIDE ALL REQUIRED SEAT-RAIL BOLT-ANCHORS (ITEM 79) WITHIN SEAT-RAIL OPENINGS PROVIDED ON CS AND SS.

11. ALL MOUNTING HARDWARE HAVE PILOT HOLES DRILLED

THROUGH FLOORING AND PLYWOOD TO LOCATE WELD NUTS ON THE BONDED TAPPING PLATES.

12. APPLY 1 TO 2 DROPS OF LOCTITE (ITEM 120) TO THE INNER THREADS OF THE HARDWARE. IF LOCTITE IS

ALREADY SUPPLIED WITH HARDWARE, NO LOCTITE WILL BE REQUIRED. IF HARDWARE IS LOOSENED FOR ADJUSTMENTS,

RE-APPLY NEW LOCTITE TO THREADS OF HARDWARE

13. SEE STANCHION CUP DWG 395198 FOR INSTALLATION INSTRUCTIONS.

14. SEE STANCHION CUP DWG 322347 FOR INSTALLATION INSTRUCTIONS.

15. TRIM STANCHION TO FIT, ENSURE THAT STANCHION IS NOT

CUT TOO SHORT & THAT IT FITS TIGHTLY IN TEE CLAMPS

16. USE HARDWARE SUPPLIED BY VENDOR TO MOUNT SHOULDER HARNESS ONTO EXISTING 7/16-20 THREADED TAPPING PLATE STUD.

INSTALL VENDOR SUPPLIED SPRING WASHER (VENDOR P/N Q6-6563)

BETWEEN THE RESTRAINT AND THE WALL MOUNT WITH RAISED INNER DIAMETER TOWARDS RESTRAINT. DO NOT INSTALL VENDOR SUPPLIED LOCK WASHER (VENDOR P/N Q8-6510) AND NYLON WASHER (Q5-6562) IF PROVIDED.
120
120
120
120
120
120
120
120

MOUNT HARDWARE

AT AISLE SIDE

OF SLOT, THIS

LEG ONLY
1 854310
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL

TITLE
854310

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING L/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637864
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
-
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 01-SEP-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:10 SHEET 3 OF 3
B SEE SHEET 1 ECN-158876
AA

SECTION A-A
(CURB SIDE)
B B

SECTION B-B
(STREET SIDE)

13.71 KIT
210
KIT
210
200
KIT
209
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 KIT
201
KIT
203
KIT
204
KIT
205
KIT
206
KIT
207
ABS
SIDE

CLOSEOUT
ABS
SIDE

CLOSEOUT
SEE NOTE 15122

FACE OF STEP

TO FORWARD

MOUNTING PT
KIT
202
KIT
208
E
E
F
F
G
REF

27.50 TO SEAT

SHELL, REF

11.08 1.16

SEE NOTES
4, 20 & 22

FACE OF REAR

DECK TO FWD

MOUNTING PT

FACE OF STEP

TO FORWARD

MOUNTING PT

SEE NOTES
4, 20 & 22
REF

31.16 TO SEAT

SHELL, REF

11.22 REF

28.02 DETAIL K
G
P
P

DETAIL H
SCALE 1:10

DETAIL H
SEE NOTE 6
REF

33.59 NO GRABRAIL

ON OUTBOARD
SEAT 17

NO GRABRAIL

ON OUTBOARD
SEAT 4

LH & RH

20.21 DESIGN REFERENCE NOTES:
- AMERICAN SEATING VISION

SEATS W/ CANTILEVER MOUNTING
- STAINLESS STEEL GRABRAILS
- STAINLESS STEEL ARMRESTS
- STREETSIDE MODESTY PANEL
- FOR ALL XCELSIOR COACH LENGTHS
- DIESEL, DIESEL ELECTRIC, CNG
- NON REAR WINDOW
JJ
REF
.67
1 EA 200 854311 KIT-SEATING U/D VISION -

1.000 FT 122 003502 CHANNEL-U RBR 1/2LX1/4W

1.000 ML 121 242702 ADHESIVE-SIKA 221 WHITE -

0.010 EA 120 081034 LOCTITE-243 MEDIUM 10ML -
22 EA 79 356596 T-BOLT-SEAT MOUNTING 0.05 LBS
30 EA 78 20B06020 BOLT SS 3/8 X 1.25 L -
24 EA 75 34S04016 SCREW-1/4-20 X 1.0 -
32 EA 73 50W04000 WASHER-FLAT 1/4 NOM -
4 EA 68 34S04012 SCREW-TPG 1/4-3/4 -
16 EA 44 382839 SCREW-TAMPER PR #10 TPG 1.25 LG
13 EA 43 14S06024 SCREW MACH 3/8-16 X 1.5" -
4 EA 41 34S04020 SCREW TPG 1/4 X 1 1/4 LG -
30 EA 35 50N06000 NUT SST 3/8 UNC -
22 EA 32 8410536 NUT-CRN 3/8UNC GR5 0.03 LBS
117 EA 30 50W06000 WASHER FLAT SS 3/8 NOM -
QTY U/M ITEM PART NO. DESCRIPTION WEIGHT
120
120
1 854312
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL
N/A
TITLE
854312

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING U/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637869
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
N/A
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 05-JUN-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:16 SHEET 1 OF 4
REF

5.15 REF

LH & RH

15.30 REF

31.23 A RELEASE TO PRODUCTION ECN-153889
CC

SECTION C-C
(CURB SIDE)
D D

SECTION D-D
(STREET SIDE)
NOTES:
23) DIMENSIONS IN BRACKETS REPRESENT THE APPROXIMATE HIP TO KNEE WITH VR-50 ONSERT. SUBTRACT A 1/2" FROM THE HIP TO KNEE DIMENSION FOR PADDED ONSERTS (1/2" OR 1-1/4"). REFER TO CUSTOMER SPEC DWG P/N 265402-XXXX, WHERE XXXX IS THE SR#, FOR THE TYPE OF SEAT ONSERT THAT IS REQUIRED.
24) DIMENSIONS IN BRACKETS REPRESENT THE APPROXIMATE SEAT HEIGHT WITH VR-50 ONSERT. ADD 1/2" TO THE SEAT HEIGHT DIMENSION FOR 1/2" PADDED ONSERTS AND 1-1/8" FOR 1-1/4" PADDED ONSERTS RESPECTIVELY.

REFER TO CUSTOMER SPEC DWG P/N 265402-XXXX, WHERE XXXX IS THE SR#, FOR THE TYPE OF SEAT ONSERT THAT IS REQUIRED.
25) ALL H/K DIMENSIONS HAVE .50" TOLERANCE WHERE H/K = HIP TO KNEE

SEAT HEIGHT
SEE NOTE 24
(REF)

18.80 TYP
APPROX
H/K
SEE
NOTE 23

29.22 TYP
APPROX

H/K TO

ARMREST
SEE
NOTE 23

26.50 TYP
APPROX

H/K TO

ARMREST

CLOSEOUT
SEE
NOTE 23

26.58 APPROX
H/K
SEE
NOTE 23

27.15 APPROX
H/K
SEE
NOTE 23

27.31 SEAT STNCHN

W/ BOLT-ON
CUP

ARMREST
WITH

CLOSEOUT
SEAT
HEIGHT
TYP
2 PLCS
SEE
NOTE 24
(REF)

17.23 APPROX
H/K
SEE
NOTE 23

26.83 APPROX
H/K
SEE
NOTE 23

26.62 SEAT STNCHN

W/ BOLT-ON

CUP ARMREST WITH

CLOSEOUT
SEAT
HEIGHT
TYP

LH & RH
SEE NOTE 24
(REF)

17.30 SEAT HEIGHT
TYP
SEE NOTE 24

LH & RH
(REF)

18.04 FOOT
ROOM

10.18 1
2 3
4 5
6 7
8 9
10 11
12 13
14 15
16 17
18 19
REF12.01

TYP, REF

12.00 AISLE
SPACE

22.21 AISLE
SPACE

22.76 OPEN FLOOR AREA = 2277.97 IN
2 = 15.82 FT
2 SEAT
HEIGHT
TYP
2 PLCS
SEE NOTE 24
(REF)

16.91 SEAT STANCHION
1 854312
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL
N/A
TITLE
854312

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING U/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637869
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
N/A
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 05-JUN-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:15 SHEET 2 OF 4
A SEE SHEET 1 ECN-153889

MODESTY
PANEL
(REF)

MODESTY
PANEL
(REF)

SECTION E-E

MOUNTING FOR TRANSVERSE

CANTILEVER SEATS

RH SHOWN, TYP LH
TYP 3 PLCS

SECTION F-F

RH SHOWN, TYP LH
TYP 2 PLCS

SECTION G-G

MOUNTING FOR

LONGITUDINAL SEAT

ON UPPER DECK

TYP LH & RH
793012032
TYP 4 PLCS

SEE NOTES
9, 17 & 20

SECTION P-P
SCALE 1:8

VENDOR SUPPLIED

SEAT BUMPER
7932
TYP 14 PLCS

SEE NOTES
3, 13, 14
& 20
30 REF

11.35 REF

3.74 REF

11.24 REF3.65
120
7830120
TYP 4 PLCS

SEE NOTES
9, 17 & 20
TYP 2 PLCS

SEE NOTES
3, 13 & 20

NO GRABRAIL

ON OUTBOARD
SEAT
79120
REF

17.89 TYP 2 PLCS

SEE NOTES
9, 17 & 20

SECTION J-J
SCALE 1:10

MOUNTING FOR

WHEELHOUSE SEATS

TYP LH & RH

9.76 REF

23.90 REF

14.09 REF

22.46 6.52
78 120 30 35 121
2 OF
COACH
2 35
2 TO WHLHS
EDGE
3032
2 2
1 854312
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL
N/A
TITLE
854312

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING U/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637869
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
N/A
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 05-JUN-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:10 SHEET 3 OF 4
A SEE SHEET 1 ECN-153889
KIT
XXX
NOTES:

1. FLIP SEAT 8 AND 12 TO INSTALL SIDE CLOSEOUT

2. DRILL .228 DIA HOLE USING REAR CROSS SEAT
BRACKETS AND PROP ROD BRACKET AS TEMPLATES.

3. DRILL .390 DIA HOLE THROUGH WHEEL ARCH

4. ADJUST THE ANGLE ON THE SEAT BOLT-ON STANCHION CUP SO THAT THE STANCHION IS VERTICAL. REFER TO

VENDOR DRAWING FOR INSTALLATION INSTRUCTIONS FOR
MOUNTING STANCHION CUP TO SEAT GRABRAIL.

5. REFER TO SEAT VENDOR DRAWINGS FOR MORE DETAILS WITH REGARDS TO INSTALLING SEATS.

6. KIT 854311 IS TEMPLATE. REFER TO ORACLE BOM
FOR CORRECT SPECIFICATIONS.

7. SALES TO SEND SEAT SPECIFICATION DRAWING 265402-XXXX TO CUSTOMER, WHERE XXXX IS THE CONTRACT SR NUMBER.

8. ALL H/K DIMENSIONS HAVE .50 TOLERANCE, WHERE
H/K = HIP TO KNEE.

9. TORQUE HARDWARE TO 30-35 FT-LBS UNLESS OTHERWISE NOTED.

10. TORQUE HARDWARE TO 5-7 FT-LBS

11. SPLIT BALLOONS SUCH AS REFER TO ITEM XXX IN KIT ITEM 200. ALL SPLIT BALLOONS ARE REFERENCED ITEMS.

13. TORQUE HARDWARE TO 17 FT-LBS.

14. AFTER DRILLING HOLES THROUGH WHEEL WELLS TO SECURE SEAT, APPLY ITEM 121 AS REQUIRED BETWEEN HARDWARE

AND OUTSIDE SURFACE OF WHEEL WELL TO PREVENT ANY WATER INFILTRATION. TORQUE HARDWARE TO RECOMMENDED VALUE.

15. ADD RUBBER CHANNEL (ITEM 122) TO THE OUTSIDE EDGES OF

THE CHESTERFIELD SEATS AND THE SIDEWALL TO COVER SHARP EDGES AND CLOSE GAP BETWEEN THE SEAT AND SIDEWALL.

16. DRILL .312 PILOT HOLE AND TAP FOR 3/8-16 HARDWARE.

17. SLIDE ALL REQUIRED SEAT BOLT ANCHORS (ITEM 79) WITHIN

THE SEAT RAIL OPENINGS ON CS AND SS PRIOR TO INSTALLING SEAT.

18. DRILL 0.531 DIA HOLE. TRIM AWAY FLOORING SO THAT INSERT CAN SIT FLUSH WITH THE STRUCTURE OF THE REAR SHELF.

19. TORQUE HARDWARE TO 2-3 FT-LBS.

20. APPLY 1 TO 2 DROPS OF LOCTITE (ITEM 120) TO THREADS OF HARDWARE. IF ANY HARDWARE IS ALREADY SUPPLIED WITH LOCTITE. NO LOCTITE WILL BE REQUIRED. IF ANY HARDWARE

IS LOOSENED FOR ADJUSTMENTS, RE-APPLY NEW LOCTITE TO THREADS.

21. USE TRASH DEFLECTOR AS TEMPLATES, DRILL .154 HOLES

THROUGH REAR BULKHEAD PANEL INTO STRUCTURE, INSTALL USING SCREW ITEM 44.

22. SEE STANCHION CUP DWG 395198 FOR INSTALLATION INSTRUCTIONS.

SECTION R-R
SCALE 1:6

3.39 13.45

FROM EDGE OF

RR BENCH FLOOR
68 73 120
REF

DETAIL K
SCALE 1:8

SEAT INSERTS, REAR SHELF

PANELS REMOVED FOR CLARITY

PROP ROD
(REF)

PROP ROD

BRACKET
(REF)
MM

SECTION M-M
SCALE 1:6
TYP 16 PLCS

SEE NOTES
19, 20 & 21
120

TYP LH & RH

SEE NOTES
1, 2, 10 & 20
73 SEAT
TRIM
FACE
TYP 4 PLCS

SEE NOTES
2, 10 & 20
43 68

TUBE STRUCTURE
(REF)
44 BULKHEAD

PANEL (REF)

TOP TRASH

DEFLECTOR C/O
(SHIP LOOSE)

FRONT CLOSEOUT

BRACKET
41 6.303.55
R
R

3.71 2.47

FROM EDGE OF

UPPER RR

BENCH FLOOR
120 120
120 30
73 TYP 13 PLCS

SEE NOTES
13, 16 & 20

DETAIL U
SCALE 1:2

SEAT INSERT

REMOVED FOR CLARITY
TYP 6 PLCS
U

FROM FACE

OF TRIM

2.03 SEAT TUBE
REF

CHESTERFIELD

TRIM RADIUS
REF

ALIGN CLIP

ASSEMBLY WITH

SEAT TUBE
75 73 120
TYP 4 PLCS

SEE NOTES
2, 10 & 20

DETAIL V
SCALE 1:2
V
REF
.71
1 854312
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL
N/A
TITLE
854312

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION

TREATMENT

TMPLT-SEATING U/D VISION
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
637869
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE
N/A
NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 05-JUN-20

STEVE ESTES

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED. 1:10 SHEET 4 OF 4
A SEE SHEET 1 ECN-153889
305 TIRES
T.O. FLOOR

CENTER ISLE

15.5 TOTAL LENGTH INCLUDING BUMPERS
492

BODY LENGTH
(NOMINAL)
482
102

BREAKOVER
ANGLE
9 APPROACH
ANGLE
9 DEPARTURE
ANGLE
9 ENTRANCE DOOR

STEP HEIGHT
14EXIT DOOR

STEP HEIGHT
14 87.5
7581.3

87.3 WHEELBASE
283.75 120.8
117.0
GROUND

CLEARANCE
10 ENTRANCE
DOOR
CLEAR

OPENING
34"

EXIT DOOR
CLEAR

OPENING
(DEPENDANT

ON DOOR

WIDTH AND

GRAB HANDLE

OPTIONS)

CURBSIDE
(UNLOADED BUS)

STREETSIDE
(BUS AT GROSS WEIGHT)

CLEARANCE

REAR SUSPENSION BOLTS

5.6 JACKING PAD

CLEARANCE
8 OVERALL DIMENSIONS

CLEARANCE

REAR SUSPENSION

6.5 WHEEL CTR

TO GROUND
(UNLOADED
BUS)

19.0 WHEEL CTR

TO GROUND
(BUS AT

GROSS WEIGHT)

18.5 133
124

MAX HEIGHT
155.7

MAX HEIGHT
60 1
839550
A
7 2
B
5 E
8 E
C
36 B
14 4
7 A
5 6
8 DRAWING N
0 3
D
C

REPORT ALL ERRORS
TO ENG. DEPT.

D
2 MATERIAL
NA
TITLE
839550

PART N
0 WEIGHT
.X
.XX
.XXX
HOLE DIA.

BEND RADII.

ANGLE TOL.
.12
.06
.03
.015
.03
1 SIMILAR TO

DDESCRIPTION
-

TREATMENT
LAYOUT-XCELSIOR 40FT CNG
DEC.IN.

ECO
DIMENSIONS IN [ ]
ARE IN m.m.

REV
388023
UNSPEC'D TOLS.
(NX)
SCALE

THD ANGLE

NONE

DO NOT SCALE DRAWING
NOTE: FOR INSTALLATION DRAWINGS PLEASE REFER TO ATTACHED MRP BOM SHEET FOR PARTS LISTINGTHE INFORMATION CONTAINED IN THIS DRAWING IS PROPRIETARY TO NEW FLYER INDUSTRIES CANADA ULC OR ITS AFFILIATES ("NEW FLYER").

THIS DRAWING AND ALL MATERIAL DELIVERED WITH IT MUST BE RETURNED

UPON REQUEST, AND SHALL NOT BE DISCLOSED TO THIRD PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF NEW FLYER. ONE OR MORE PATENTS MAY BE PENDING FOR THE PRODUCTS DEPICTED HEREIN. (C) NEW FLYER INDUSTRIES CANADA ULC. ALL RIGHTS RESERVED.2020 07-APR-20

MATTHEW BENTLEY

DRAWN BY

DATE (DD-MMM-YY)

ADDITIONAL INFORMATION CAN BE OBTAINED BY REFERENCING THREE DIMENSIONAL DESIGN DATA. CONTACT YOUR NEW FLYER REPRESENTATIVE AS REQUIRED.

NTS SHEET 1 OF 1
A RELEASED TO PRODUCTION ECN-151644

Last Page

EXHIBIT B
1 FEDERAL REQUIREMENTS

1.1 Federal Funding, Incorporation of FTA Terms
The preceding provisions include, in part, certain standard terms and conditions required by the U.S. Department of Transportation ("DOT"), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in Federal Transit Administration ("FTA") Circular 4220.1F or its successors 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.

The CONTRACTOR shall not perform any act, fail to perform any act or refuse to comply with any AGENCY requests that would cause AGENCY to be in violation of the FTA terms and conditions.

1.2 Federal Changes
The 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 AGENCY 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.

1.3 No Government Obligation to Third Parties
The AGENCY 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 part to this Contract and shall not be subject to any obligations or liabilities to the AGENCY, CONTRACTOR, or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract.

The 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.

1.4 Program Fraud and False or Fraudulent Statements or Related Acts The 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, the 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 of the FTA-assisted project for which this Contract work is being performed.

In addition to other penalties that may be applicable, the 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 the CONTRACTOR to the extend the Federal Government deems appropriate.
2 The CONTRACTOR also acknowledges that if it makes, or caused 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 the CONTRACTOR, to the extent the Federal Government deems appropriate.

The CONTRACTOR agrees to include the above two clauses in each sub-contract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clauses shall not be modified, except to identify the Sub-contractor who will be subject to the provisions.

1.5 Inspection and Retention of Records
The CONTRACTOR shall permit authorized representatives of the AGENCY, the FTA Administrator, and the Comptroller General of the United States to inspect and audit all data and records of the CONTRACTOR relating to its performance and its sub-contracts under this Contract from the date of the Contract through and until the expiration of 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 AGENCY, the FTA Administrator, and the Comptroller General of the United States, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. The AGENCY retains ownership of all project documents and records maintained by the CONTRACTOR on behalf of the AGENCY.

1.6 Suspension and Debarment
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 such 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.

The CONTRACTOR is required to comply with 49 CFR 29, Subpart C and must include this 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 the AGENCY. If it is later determined that the Bidder or Proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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 proposal. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

1.7 Termination
Pursuant to the Contract, in the event that either Party hereto fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, the non-defaulting party 3 shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.

For any breach deemed by the non-defaulting party to constitute a material breach, the defaulting party is required to cure the breach within five (5) calendar days upon receipt of written notice. For any breach deemed by the non-defaulting party to constitute a non-material breach, the defaulting party is obligated to cure such breach within ten (10) calendar days upon receipt of written notice. However, if the nature of the non-material breach requires more than ten (10) days to cure, the defaulting party shall have thirty (30) days to diligently pursue and complete a cure.

In addition to any other available legal or equitable rights or remedies, if the default is not cured within the time periods described above, the non-defaulting party may terminate this Contract by giving written notice thereof to the defaulting party, setting forth the effective date thereof.

The AGENCY shall have the option, at its sole discretion and without cause, of terminating this Contract in whole, or in part, by giving ten (10) business days' written notice to CONTRACTOR.

Upon the termination of this Contract as provided herein, the AGENCY shall provide to CONTRACTOR the part of Compensation which would otherwise be payable to CONTRACTOR for services CONTRACTOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by AGENCY, the Parties agree that CONTRACTOR shall be reimbursed for any "non-refundable" costs that CONTRACTOR has incurred for its services under this Contract, provided that: (1) such "non-refundable" costs were incurred by the CONTRACTOR prior to the date of termination, and (2) that CONTRACTOR provides the AGENCY with adequate proof that CONTRACTOR incurred the costs, and is unable to be seek a refund for such costs. Such "non- refundable" costs may include, but are not limited to, travel reservations incurred by CONTRACTOR for its performance of services under this Contract. CONTRACTOR agrees to cease all work under this Contract on or before the effective date of any notice of termination.

Pursuant to the Contract, all AGENCY data, documents, objects, materials or other tangible things shall be returned to the AGENCY upon the termination or expiration of this Contract.

1.8 Civil Rights Requirements
During the performance of this Contract, the CONTRACTOR agrees as follows:

1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, the 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.

2. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying Contract:
(a) Race, Color, Creed, National Origin, Sex - The 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 4 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
(b) Age - The CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age.
(c) Disabilities - The 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.

3. The 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.

1.9 Disadvantaged Business Enterprise (DBE)

1. AGENCY Assurance: AGENCY shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract, or in the administration of its DBE Program.

AGENCY shall take all necessary and reasonable steps under Part 26, Title 49 of the Code of Federal Regulations (CFR), to ensure nondiscrimination in the award and administration of DOT-assisted contracts. AGENCY'S DBE Program, as required by 49 CFR Part 26, and as approved by DOT, is incorporated by reference in this Contract.

Implementation of this DBE Program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Contract. Upon notification to AGENCY of its failure to carry out its approved program, the DOT and/or the Federal Transit Administration (FTA) may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801 et seq.).

2. Annual Overall Goal: In accordance with 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," the AGENCY is required to establish an annual overall goal for the participation of DBEs in all contracts utilizing federal financial assistance. For the current fiscal year, the AGENCY has established a DBE participation goal of five percent (5%) .

AGENCY'S annual overall goal represents the amount of ready, willing, and able DBEs that are identified as available to participate in contracting opportunities, and is reflective of the amount of DBE participation AGENCY would expect absent the effects of discrimination.

3. Contract Goals: AGENCY intends to meet its goal to the maximum extent feasible through race-neutral measures, including the encouragement of DBE participation on contracts which have no specific DBE goal. Where race-neutral measures are inadequate to meet the annual overall goal, AGENCY will establish specific contract goals for particular projects with subcontracting opportunities.

There is no DBE project goal established for this project. At this time AGENCY will meet DBE goal on federally assisted projects through race neutral measures. AGENCY supports the use of race neutral measures to facilitate participation by DBEs and other

5 small businesses, and encourages prime contractors to subcontract portions of their work that might otherwise perform with their own forces.

4. Good Faith Efforts: If a specific DBE participation goal is identified in the above Section

5.9.3, a proposer must demonstrate that it can meet this specified goal in the performance of this Contract in order for the proposal to be determined a responsive proposal. If a proposer cannot meet the specified goal, the proposer must demonstrate that it performed sufficient good faith efforts to meet the goal. A proposer who is not responsive shall be ineligible for award of contract.

Determination of Good Faith Efforts: If the amount of DBE participation does not meet the Contract-specific goal, the DBE Officer shall review the good faith effort report submitted by the proposer. The DBE Officer shall determine whether the proposer has performed the quality, quantity, and i ntensity of efforts that demonstrates a reasonably active and aggressive attempt to meet the Contract-specific goal.

The kinds of effort that will be considered demonstrative of "Good Faith Efforts" include, but are not limited to, the following: Whether t he CONTRACTOR solicited through all reasonable and available means (e.g., attendance at pre -proposal meetings, advertising and/or written notices) the interest of all certified DBEs who have the capability to perform the work; whether the CONTRACTOR solici ted interest within sufficient time to allow the DBEs to respond and, if appropriate steps were taken, to follow -up with interested DBEs; whether the CONTRACTOR selected portions of work to be performed by DBEs and, where appropriate, broke -out contract wo rk items into economically feasible units to facilitate DBE participation even when the CONTRACTOR might otherwise prefer to perform these work items with its own forces; whether the CONTRACTOR negotiated in good faith with interested DBEs (evidence includ es names, addresses, and phone numbers; description of information provided regarding plans and specifications; and evidence as to why additional agreements could not be reached); whether the CONTRACTOR made efforts to assist interested DBEs in obtaining n ecessary equipment, supplies, materials, or related assistance or services; whether the CONTRACTOR made efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance; whether the CONTRACTOR effectively used the services of available minority/women community organizations, contractors' groups, or other organizations to provide assistance; and whether other proposers on the procurement met the DBE goal.

Proposer's Right to Administrative Reconsideration: In the event that the DBE Offic er determines that the responsible proposer has not met the Contract -specific goal, and has not demonstrated good faith efforts, the DBE Officer will notify the proposer in writing.

The notification shall explain the basis and include the reasons for the d etermination, and shall inform the proposer of its right to submit further written documentation or appear before the Reconsideration Official prior to the time that a recommendation for award of contract is presented to the City Council. (The Reconsiderat ion Official is a CITY representative who did not take part in the original determination.) After reconsideration, AGENCY shall provide the proposer with a written decision. The result of the reconsideration process is not appealable by the proposer.

In th e event that the Reconsideration Official finds that the proposer has not met the Contract goal or demonstrated good faith efforts, AGENCY will deem said proposer not responsible and evaluate the proposer submitting the next proposal.

6 5. CONTRACTOR Compliance with AGENCY DBE Policy: It is the policy of AGENCY to ensure nondiscrimination in the award and administration of DOT -assisted contracts and to create a level playing field on which DBEs can compete fairly for contracts and subcontracts relating to AGENCY'S construction, procurement, and professional services activities. To this end, AGENCY has developed procedures to remove barriers to DBE participation in the proposal and award process and to assist DBEs to develop and compete successfully outside of the DBE program.

In connection with the performance of this Contract, the CONTRACTOR will cooperate with AGENCY in meeting these commitments and objectives.

6. Required Proposal/Proposal Submittals: The CONTRACTOR shall submit with its Proposal the name and address of each Sub -contractor it intends to employ, a description of the work which the Sub-contractor is to do, the dollar amount of each Sub-contractor contract, and such other information as may be required in order that AGENCY'S ap proval may be obtained as to reliability and ability to perform the work (Bidders List of Participating Firms).

In addition, proposer shall submit within five (5) days of proposal opening the names and addresses of all DBE firms that will participate in th e Contract; a description of the work that each DBE will perform; the dollar amount of the participation of each DBE firm; written documentation of commitment to use DBE Subcontractors whose participation the CONTRACTOR submits to meet the Contract goal; and written confirmation from the DBE that it is participating in the Contract as provided in the CONTRACTOR's commitment. (Statement of Disadvantaged Business Enterprise Participation) AGENCY shall require that any DBEs listed by proposers for participatio n in the Contract be certified as eligible DBEs. AGENCY will accept current certifications by the DOT and its agencies, the Small Business Administration, or other DOT federal financial assistance recipients, as appropriate. Within five (5) days of proposa l opening, DBEs with current certification must attach a copy of their current Letter of Certification and a copy of their current Statement of Personal Net Worth.

AGENCY will require any firm listed, but not currently certified as a DBE, to submit the proper certification information within five (5) days of proposal opening in order to be included in the proposer's DBE achievement.

CONTRACTOR Assurance: Pursuant to 49 CFR Part 26, the CONTRACTOR is required to make the following assurance in its agreement with AGENCY and to include this assurance in any agreements it makes with subcontractors in the performance of this Contract:
"The CONTRACTOR or Sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the CONTRACTOR or Subcontractor to carry out these requirements is a material breach of this Con tract, which may result in the termination of this Contract or such other remedy, as AGENCY deems appropriate." 7 8. Prompt Payment to Subcontractors: The CONTRACTOR must pay Subcontractors for satisfactory performance of their contracts no later than 15 days from the receipt of payment made to the CONTRACTOR by AGENCY. Prompt return of retainage payments from the CONTRACTOR to the Subcontractor will be made within 15 days after the Subcontractor's work is satisfactorily completed.

Any delay or postponement of payment among the parties may take place only for good cause and with AGENCY'S prior written approval. If the CONTRACTOR determines the work of the Subcontractor to be unsatisfactory, it must notify AGENCY'S DBE Officer immediately in writing and state the reasons. Failure by the CONTRACTOR to comply with this requirement will be construed to be a breach of contract and subject to contract termination.

Reports of Payment to DBE Sub-contractors: The DBE Officer will monitor the amount actually paid by the CONTRACTOR to Subcontractors, and will require the CONTRACTOR to provide monthly reports of payments to DBEs. A letter will be sent to the DBE Subcontractors to verify the dollar amount.

The amount awarded to the DBE, the amount paid to the DBE as stated by the CONTRACTOR, and the amount paid to the DBE as verified by the DBE, will be reported to the Federal Transit Administration (FTA).

10. Contract Change or Amendment: When a contract change or amendment is made, the CONTRACTOR will submit a statement to the DBE Officer regarding how the change may affect DBE subcontracting.

11. Reporting DBE Participation: The CONTRACTOR is required to report all DBE participation on their contract whether or not the contract contains a specified DBE goal. The CONTRACTOR is not to count participation of a DBE Subcontractor until the amount being counted has been paid to the DBE.

12. Counting DBE Participation toward the Contract Goal: Only the work actually performed by a DBE will be counted towards the DBE goal. The cost of supplies and materials obtained by the DBE or equipment leased (except from the CONTRACTOR or its affiliate) may also be counted.

Commercially Useful Function: Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. Expenditures may only be counted if the DBE is performing a commercially useful function. A DBE should perform at least 30 percent of the total cost of its contract with its own work force. Decisions on commercially useful function are subject to review by the FTA, but are not administratively appealable to DOT.

If materials or supplies are obtained from a DBE manufacturer, 100 percent of the cost will be counted. If the materials and supplies are purchased from a DBE regular dealer, 60 percent of the cost will be counted.

13. DBE Replacement: The CONTRACTOR must make a good faith effort to replace a defaulting DBE Subcontractor with another certified DBE. The CONTRACTOR must immediately notify the DBE Officer of the DBE's inability to perform, and provide reasonable documentation. The CONTRACTOR must receive prior written approval on

8 the substitute DBE from AGENCY. The CONTRACTOR will provide copies of new or amended subcontracts and copies of the substitute DBE's current Letter of Certification and current Statement of Personal Net Worth.

If the CONTRACTOR proposes to replace a DBE Subcontractor with a non -DBE, sufficient good faith efforts documentation must be provided. If the CONTRACTOR fails or refuses to comply in the time specified, AGENCY will issue an order stopping all, or part of, payment/work until satisfactory action has been taken. If the CONTRACTOR still fails to comply, AGENCY may issue a termination for default proceeding.

14. Evaluation of Proposals with DBE Goals: After the proposal opening, or submission of proposals, the DBE Officer shall evaluate all proposals with regard to the DBE requirements to determine a recommendation for award of contract. The responsible proposer, who also meets the Contract -specific goal or demonstrates good faith efforts, shall be recommended for contract award. In the event that the proposer does not meet the Contract -specific goal or demonstrate good faith efforts, the DBE Officer shall evaluate the next proposal.

1.10 Buy America
The Buy America requirement provides that federal funds may not be obligated for mass transportation projects unless steel, cement, and manufactured products used in such projects are produced in the United States. The requirement will not apply in the following four cases:

A. When its application is against the public interest (as decided by the FTA Administration on a case-by-case basis).

When the required materials and products are not produced in the U.S. in sufficient quantities and of satisfactory quality.

C. When, in the procurement of buses and other rollin g stock, the cost of the components which are produced in the U.S. is more than 60 percent of the cost of all components of the vehicle or equipment, and if the final assembly takes place in the U.S.

D. When the inclusion of domestic material will increase the over-all cost of the project Contract by more than 10 percent in the case of projects for the acquisition of buses and rolling stocks; and 25 percent in the case of all other projects.

The CONTRACTOR, who seeks to establish grounds for an exception, mu st seek the exception, in writing, to the Purchasing Manager at least fifteen (15) days prior to proposal opening.

When a petition for investigation has been filed with FTA before award, the AGENCY reserves the right to not make an award prior to the resol ution of the investigation by FTA and when a request for investigation has been filed with FTA before the opening of proposals, the AGENCY reserves the right to not open proposals prior to the resolution of the investigation by FTA.

The CONTRACTOR and all Sub-contractor with contracts of $100,000 or more are required to certify compliance or non -compliance with this provision by submitting the attached "Buy America Certificate", with the proposal.

9 1.11 Remedies/Sanctions for Breach of Contract
Pursuant to the Contract, the AGENCY may terminate the Contract if the successful Proposer breaches the terms or violates the conditions of the Contract, and does not cure such breach or violation within the specified time period. The successful Proposer s hall be liable for any and all costs incurred by AGENCY as a result of such default, including but not limited to re -procurement costs of the same or similar services defaulted by the successful Proposer under this Contract [49CFR 18.36(i)(2)1

1.12 Federal Prohibited Interest
No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit arising therefrom {FTA Grant Agreement, Part II, Sec. 114 (11)}.

1.13 Lobbying
CONTRACTORS who appl y or bid for an award of $100,000 or more shall file the certification required by 49 C.F.R. 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.

If the successful offeror, and/or pri mary Sub-contractor, did engage in lobbying activities, then OMB Standard Form LLL "Disclosure of Lobbying Activities" must also be completed and submitted to AGENCY. Form is available upon request.

1.14 Clean Air Requirements
The CONTRACTOR agrees to comp ly with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The CONTRACTOR agrees to report each violation to the AGENCY and understands and agrees that the AGENCY will, in turn, repor t each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

The 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 Requirements
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. The CONTRACTOR agrees to report e ach violation to the AGENCY and understands and agrees that the AGENCY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

10 The 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
The CONTRACTOR agrees to the following clauses for the purchase of equipment, materials or commodities that may be transported by ocean vessel in carrying out the project:

A. To 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, w henever shipping any equipment, material or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels.

B. To 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 loading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of-lading in Englis h 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 AGENCY (through the CONTRACTOR in the case of a Sub-contractor's bill-of-lading).

C. To include these requirements in all sub-contracts issued pursuant to this Contract.

1.17 Fly America Requirements
The CONTRACTOR agrees to comply with 49 U.S.C. § 40118 (the "Fly America" Act) in accordance with the General Services Administra tion's regulations at 41 CFR Part 301 -10, which provide that recipients and subrecipients 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. The CONTRACTOR shall submit, if a foreign air carrier was used, an appropriate certificati on 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. The CONTRAC TOR agrees to include the requirements of this section in all subcontracts that may involve international air transportation.

1.18 State Labor Provisions/ Labor Compliance/ Contract Work Hours and Safety Standards Act

1. Prevailing Wage Rates: Attention is directed to the requirement that no less than the Prevailing Wage Rates shall be paid on this project. Certified Payrolls on AGENCY - approved State forms are required for all workmen. Rates of pay will be current State of California, as shown in the "General Prevailing Wage Rate" Manual as determined by the State Director of Industrial Relations.

CONTRACTOR agrees to abide by the provisions of the State Labor Code, and to comply with the prevailing rates of wages and apprenticeship employment standards established by the State Director of Industrial Relations. FTA Grant Agreements, part II, section 119 (a).

11 Pursuant to the provisions of Section 1770 of the California Labor Code of the State of California, not less than the general pre vailing rate of wages (which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, shall be maintained at all times during the course of the Contract. These rates are made a part of this Contract by reference. The CONTRACTOR shall comply with Section 177.5 of the Labor Code of State of California for all apprentice -able occupations.

2. Labor Compliance. It is the policy of AGENCY that all CONTRACTORS and Sub - contractors engaged in public works construction shall adhere to applicable laws and regulations. In accordance with this policy, for the duration of this Contract, AGENCY shall institute a labor compliance program to monitor compliance. The .CONTRACTOR shall cooperate fully with Labor Compliance monitoring efforts and the representatives engaged in this effort.

Because this project is subject to the provisions of State and Federal law governing public works contracts, all pertinent statutes and regulations are hereby incorporat ed by reference into this document as if set forth in their entirety, including Copeland Anti - Kickback Act requirements of 29 CFR part 3, Davis-Bacon and Related Act requirements of 29 CFR parts 1, 3, and 5, and Contract Work Hours and Safety Standards Act requirements of Section 107, 40 U.S.C. § 333 and 29 CFR part 1926. CONTRACTORS and Sub -contractors by entering into, or performing work under, this project agree to comply with all provisions of the law that apply to public works. It is the responsibility of the CONTRACTOR to obtain and adhere to the latest edition of the statutes and regulations including, but not limited to, the following:

A. Apprentices - All apprentices employed on this project shall be bona fide apprentices registered with the State of California, Division of Apprenticeship Standards.

B. Certified Payroll - All CONTRACTORS shall submit weekly certified payroll records for all laborers and mechanics furnishing labor to the project not later than ten calendar days after the closed payroll period.

Payment Of The Prevailing Wage - The CONTRACTOR and all Sub -contractors under him shall pay not less than the specified prevailing wage rate to all workmen employed in the execution of the contract.

Working Hours - The CONTRACTOR shall pay workers emp loyed on the Contract not less than the appropriately specified straight time and overtime prevailing wages for all hours worked.

E. Employee Interviews - AGENCY, through its representatives, will conduct weekly on-site interviews of workers employed on the Contract. The interviews shall be conducted without the interference or obstruction of the CONTRACTOR. No worker who is interviewed is to be threatened, coerced, or intimidated.

Violations: AGENCY will take c ognizance of violations of the prevailing wage and public works laws committed during the course of this Contract. Such evidence of violation may result in the assessment of penalties and forfeitures to the fullest extent allowed by law

12 until compliance ha s been strictly effectuated. AGENCY may suspend or terminate a contract, or debar a CONTRACTOR from future contracts, for breach of the Labor Compliance Requirements.

4. Contract Work Hours and Safety Standards Act
A. Overtime requirements - No CONTRACTOR or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5, the CONTRACTOR and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such CONTRACTO R and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5 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 the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5.

C. Withholding for unpaid wages and liquidated damages — AGENCY shall 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 Ho urs 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 the clause set forth in subparagraph (b) (2) of 29 CFR Section 5.5.

D. Subcontracts - The 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 ti er subcontracts. The prime CONTRACTOR shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section.

E. Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be mai ntained by the CONTRACTOR during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, i n the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide

13 fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. CONTRACTORS employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.

1.19 Seismic Safety
The CONTRACTOR agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The CONTRACTOR also agrees to e nsure that all work performed under this Contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

1.20 Safety and Health R egulation
The CONTRACTOR agrees to comply with Section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. § 333, and applicable U.S. Department of Labor regulations, "Safety and Health Regulations for Construction" 29 C.F.R. Part 1926. Amon g other things, the CONTRACTOR agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. The CONTRACTOR also agrees to include the requirements of this section in each subcontract.

1.21 Federal Energy Conservation Requirements
The CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

1.22 Recycled Products
The CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. § 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

The CONTRACTOR also agrees to include these requirements in each sub -contract.

14 5.23 Access Requirements for Individuals with Disabilities The Prime CONTRACTOR and all Sub-contractors on this project are required to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §§ 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; section 16 of the Federal Transit Act, as amended, 49 U.S.C.A. § 1612; and the following regulations and any amendments thereto:

A. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37;
B. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; C. U.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38;
D. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; E. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; F. General Services Administration regulations, "A ccommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19.

G. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; H. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and
I. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Par t 609.

1.24 Privacy Act
The CONTRACTOR agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a.

The CONTRACTOR also agrees to include these requirements in each sub- contract.

1.25 Prohibited Interest
No Council member, officer, or employee of the AGENCY or of a local Public Body during his/her tenure or for one year thereafter shall have any interes t, direct or indirect, in this contract or the

15 proceeds thereof. If any such interest comes to the knowledge of any party at any time, a full and complete disclosure of all such information will be made in writing to the other parties, even if such interest would not be considered a conflict of interest under Article 4 of Chapter 1 of Division 4 of Title 1 (Sections 1090-1097) of the Government code of the State of California.

5.26 Drug -Free Workplace
The CONTRACTOR, and all Sub-contractors, must certify that they have a drug-free workplace and comply with Government Code Section 8355 (Certification of Drug-Free Workplace).

16 WASHINGTON STATE TRANSIT BUS COOPERATIVE

STATE COOPERATIVE PURCHASING SCHEDULE

MASTER CONTRACT
NO. 06719-01
TRANSIT BUSES: HEAVY DUTY
35 FT DIESEL, 40 FT DIESEL, 60 FT DIESEL, 35 FT HYBRID, 40 FT HYBRID, 60 FT HYBRID, 35 FT CNG, 40 FT CNG, 60 FT CNG, 35 FT ELECTRIC, 40 FT ELECTRIC, 60 FT ELECTRIC, 40 FT HYDROGEN, 60 FT

HYDROGEN CATEGORIES
Fo
r Use by Washington State Transit Bus Cooperative Participants B
y and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES
a
nd
NEW FLYER OF AMERICA, INC.

Da
ted April 1, 2021

EXHIBIT C

MASTER CONTRACT NO. 06719-01
PAGE 1

WASHINGTON STATE TRANSIT BUS COOPERATIVE

STATE COOPERATIVE PURCHASING SCHEDULE

MASTER CONTRACT
NO. 06719
TRANSIT BUS – HEAVY DUTY
35 FT DIESEL, 40 FT DIESEL, 60 FT DIESEL, 35 FT HYBRID, 40 FT HYBRID, 60 FT HYBRID, 35 FT CNG, 40 FT CNG, 60 FT CNG, 35 FT ELECTRIC, 40 FT ELECTRIC, 60 FT ELECTRIC, 40 FT HYDROGEN, 60 FT

HYDROGEN 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 New Flyer of America Inc., a North Dakota corporation (“Contractor”) and is dated and effective as of April 1, 2021.

RECITALS
A. Whereas, p ursuant 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, p ursuant 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 a nd 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 procu re transit buses through a competitively solicited and awarded Cooperative Master Contract.

E. Whereas, o n 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
.

MASTER CONTRACT NO. 06719-01
PAGE 2
F. Whereas, Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder.

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 e ligible 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, 20 21 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 b y 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. A ny authorized entity that has executed a Washington State Transit Bus Cooperative Purchasing Agreement with Enterprise Services. The following types of

MASTER CONTRACT NO. 06719-01
PAGE 3
entities are anticipated to execute a Washington State Transit Bus Cooperative Purchasing Agreement:
 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. S
COPE – 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 t he 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 c hange order, make changes in their Purchase Order within the general scope of th is 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

MASTER CONTRACT NO. 06719-01
PAGE 4
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 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 adjustm ent 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. E
CONOMIC 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) cal endar 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
st each year. Prices shall be adjusted on June 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).

For certainty, notwithstanding anything else to the contrary contained herein, in the event that a price adjustment is required in respect of changes that are mandatory as a result of legislation or regulations that become effective after the date of the tender submission, such price adjustment shall be negotiated in good faith by the Participants and the Contractor.

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).

MASTER CONTRACT NO. 06719-01
PAGE 5

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 ad ditional Transit Bus goods and services performed under this Master Contract follow cost reimbursement rules under 4220.1F Ch VI,

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 Participant s’ 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. Q
UALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the S tate 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. Contr actor 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 defe cts 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 w ork

MASTER CONTRACT NO. 06719-01
PAGE 6
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 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. W
ASHINGTON’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 Participant s. 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.

MASTER CONTRACT NO. 06719-01
PAGE 7

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 exp iration 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.

4.13. VEHICLE TITLE & REGISTRATION. Contractor represents and warrants that u pon 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 acceptance . Title to the bus shall pass to the Participant upon acceptance of the bus by the Participant.

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 th e 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.

4.16. S
UBJECT DATA. All “subject data”, including specifications, technical data, records and reports, engineering drawings (including shop drawings and working drawings), manuals and instruction materials and computer or microprocessor software that is delivered or specified to be delivered under this contract shall remain the property of the Contractor; provided however, the Participants shall have a royalty-free, non-exclusive, non-transferable and irrevocable license to use such subject data only for the purposes of operating and maintaining the Transit Buses. The Participants grant the Contractor the right to inspect, examine, download, and otherwise obtain any information or data available from components provided by the Contractor, including, but not limited to, any electronic control modules or other data -collection devices, to the extent necessary to enable the Contractor to perform reliability maintenance analysis, corrective action and/or other engineering-type work for the Transit Buses.

MASTER CONTRACT NO. 06719-01
PAGE 8

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,’ s oftware or web -based application terms and conditions, or other agreement modify the terms and conditions of this Master Contract.

5.2. A
PPROVAL 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 C ontract. 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. Co ntractor 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 basi s 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 informati on to complete the certifications in a reasonable time to ensure certifications are completed in a timely manner.

5.5. D
ELIVERY 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 9
Contractor; provided however that t he Participant and Contractor may a mend 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 B uses, 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 i nspection and testing at the Participant’s facilities. The prototype bus will demonstrate that the bus fully meets all requirements of the Purchase Order . Contract or shall produce and deliver the prototype bus to Participant for inspection and testing a mi nimum 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 10

5.7. NOTIFICATION OF DELAY. Contractor shall provide prompt notice to Participant and Enterprise Services for any delay in the manufacturing process that w ill 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 with in 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 proc edure, 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. For certainty, the reasons for such reasonable delay shall include but not be limited to, the neglect or failure of the Participant or by delay or failure of the Contractor caused by an event beyond its control, including, but not limited to, natural disasters, floods, fires, acts of war or terrorism, labor shortages, strikes or lock-outs or shortages or loss of transportation, then the time for completion of the work and/or the delivery dates shall be extended by the Participant by a reasonable period of time after such event of delay has ended in order that the Contractor may complete the work or deliver the buses.
 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. D
ELAY 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.

MASTER CONTRACT NO. 06719-01
PAGE 11

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 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 req uirements 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. For certainty, if the Transit Buses pass these tests or if the Participants do not notify the Contractor of non -acceptance within 14 calendar days after delivery of the Transit Buses, acceptance of the Transit Buses by the Participants shall be deemed to have occurred on the 14th day after delivery. Acceptance shall occur earlier if the Participants notify the Contractor of early acceptance or places the Transit Buses into revenue service.

5.10. I
NSPECTION DEFECTS. If there are any appare nt 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 Contract or 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. P
OST-INSPECTION REPAIR 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. Upon completion of repairs, the forteen (14) calendar day acceptance period shall re-commence as per section 5.9.

MASTER CONTRACT NO. 06719-01
PAGE 12

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 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 manufacturin g documentation for those parts manufactured by t he 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 an d 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. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination

5.15. F
ACILITY 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. O
N 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.

MASTER CONTRACT NO. 06719-01
PAGE 13

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.

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. P
AYMENT. 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 0.2192% for payments within 10 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 f or 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. N
O 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. T
AXES/FEES. Contractor promptly shall pay all applicable taxes on its operation s 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.

MASTER CONTRACT NO. 06719-01
PAGE 14

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:

Enterprise Services Contractor
Attn: David Mgebroff
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 407-8049
Email: [email protected]
Attn:

Tel:

Email:

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. A ny 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
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Email: [email protected]
Attn:

Email:

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

MASTER CONTRACT NO. 06719-01
PAGE 15
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 Participant s specified herein during the term of the 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:

FOR CALENDAR QUARTER ENDING MASTER CONTRACT

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 an y 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

MASTER CONTRACT NO. 06719-01
PAGE 16
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 re negotiate Master Contract pricing with Contractor when any subsequent adjustment of the VMF might justify a change in pricing.

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 Participant s 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 C ontractor’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. The Participants and their representatives and agents agree to enter into a confidentiality agreement with the Contractor prior to commencing an audit, review or analysis in order to protect and maintain the confidentiality of the Contractor’s information.

9.3. O
VERPAYMENT 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).

MASTER CONTRACT NO. 06719-01
PAGE 17

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 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 ne gligence 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 sup pliers, vendors, material men, and subcontractors. Any inconsistency or difference between the warranties extended to Participant s 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. W
ARRANTY 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 t o 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 18

Warranty Description Years/Mileage
Complete Bus Complete bus, propulsion system,
components, major subsystems, and
body and chassis structure
2 years, 100,000 miles;
Class 1 or 2 Failures: 12
years, 500,000 miles
Body And Chassis
Structure
Body, body structure, structural elements
of the suspension and engine cradle
3 years, 150,000 miles
Body and Chassis
Corrosion Failure or
Fatigue Failure
Primary load-carrying members of the
bus structure, including structural
elements of the suspension
Class 1 or 2 Failures: 12
years, 500,000 miles
Propulsion System
(Diesel, CNG, Hybrid)
engine, transmission or drive motors, and
generators (for hybrid technology) and
drive and non-drive axles
2 years, 100,000 miles
Propulsion System
(Electric)
traction motors, traction motor
controllers, transmission, drive motors,
drive and non-drive axles, and any other
propulsion system-related replacement
component
5 years, 300,000 miles
Energy Storage
System
traction battery, Battery Management
System, and any other ESS-related
replacement component
2 years, unlimited miles
Emission Control
System
complete exhaust system, including
catalytic converter (if required), after
treatment device, components identified
as emission control devices
5 years, 100,000 miles
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 Contrac tor. 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. S
UBSYSTEMS 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.
 Air compressor.
 Air dryer.
 Wheelchair lift and ramp system: Lift and/or ramp parts and mechanical only.

MASTER CONTRACT NO. 06719-01
PAGE 19
 Starter.
 Alternator: Alternator only. Does not include the drive system.  Charge air cooler: Ch arge 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 2 years or 100,000 miles, whichever comes first:
 Low voltage and high voltage electrical wiring and harnesses

11.5. S
ERIAL 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
 Transmission or Traction Motor
 Alternator
 Starter
 Destination/Luminator (Major
components)
 Drive axle and non-drive axle(s)
 DVR unit, supporting electronics
(Monitors)
 Driver's seat
 Battery equalizer
 Radiator package
 Exhaust emission components
 A/C compressor and
condenser/evaporator unit
 Power steering unit
 Fuel cylinders (if applicable)
 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. E
XTENSION 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. V
OIDING 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 prev entive 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 20

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. F
LEET DEFECTS. “Fleet Defect” means cumulative failures of twenty (20 %) 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 21

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 wo rk 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. Minor/Major Warranty -covered repairs may be carried out by the Purchaser and reimbursed through New Flyer's on -line warranty system. New Flyer is available to assist in completing these warranty -covered repairs if needed. Whenever feasible and mutually beneficial, the Purchser may provide a work space for New Flyer to accomplish the repair onsite as needed. This allows us to work with the Purchaser to return the bus to revenue service as quickly as possible. If shop space is unavailable, New Flyer will utilize one of its three subcontractors (Top Tempo, Tri-State, Coach Retrofit) with their own service facilities within the State of Washington area to perform the repairs and get the buses back into revenue service as soon as possible. In addition, Contractor can utilize its service centers for repairs within the State of Washington as ne eded. Major Component Warranty repairs should be carried out by the equipment suppliers (Engine, Transmission, Propulsion System, High Voltage Batteries, HVAC and Destination Sign Suppliers) in order to adhere to their mandate that all warranty repairs be performed by an authorized dealer unless the Purchaser is an authorized warranty center. If the Purchaser elects to perform these repairs, without the written permission of the original equipment manufacturer, the remaining warranty coverage may be voided

12.2. R
EPAIRS 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. R
EPAIRS 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. D
EFECTIVE 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.

MASTER CONTRACT NO. 06719-01
PAGE 22

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 t o 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. R
EIMBURSEMENT REQUIREMENTS. Contractor shall respond to parts warranty claim s with an accept/reject decision including necessary failure analysis no later than sixty (60) days after Participant submits the claim and defective part(s), when request ed. 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. W
ARRANTY AFTER REPLACEMENT/REPAIRS. If any component, unit , or subsystem is repaired, rebuilt , or replaced by Contractor or by Participant with the concurrence of Co ntractor, 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. W
ARRANTY 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

MASTER CONTRACT NO. 06719-01
PAGE 23
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
 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. A
UTHORITY 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 defec tive 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. B
ASIC STANDARDS AND FACILITIES. The following standards and facilities shall be basic in the quality assurance process:

MASTER CONTRACT NO. 06719-01
PAGE 24
 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 measu rement 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 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. M
AINTENANCE OF CONTROL. Contractor shall maintain quality control of purchases:
 Supplier control: Contractor shall require each s upplier to maintain a quality control program for the services and supplies that it provides. C ontractor’s quality assurance organization shall inspect and test m aterials provided by s uppliers 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 w ork 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 syste m 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.

MASTER CONTRACT NO. 06719-01
PAGE 25
 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. A t 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 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. C
LAIMS.

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 . For certainty, the Participants shall assume risk of loss of the bus on delivery. Prior to delivery, the Contractor shall have risk of loss of the bus .

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 permi tted 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 Participant s’ negligence. Contractor

MASTER CONTRACT NO. 06719-01
PAGE 26
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 o f 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.

15.2. P
ERFORMANCE 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.

MASTER CONTRACT NO. 06719-01
PAGE 27

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 judgm ent, 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 of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participant shall have any obligation or liability to Contractor. (b) T
ERMINATION 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; Provide d, 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 Part icipant 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 Par ticipant shall have any obligation or liability to Contractor.
(c) T
ERMINATION 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.
(d) P
AYMENT UPON TERMINATION. In the event of termination for any reason under this Section 16, the Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination.

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 sa me in accordance with this Master Contract and the applicable

MASTER CONTRACT NO. 06719-01
PAGE 28
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 a ward, this Master Contract, and any a mendments 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. N
OTIFICATION TO FTA. If a current or prospective legal matter that may affect the Federal 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.

2. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the a ward, this Master Contract, and any a mendments 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. F
EDERAL INTEREST IN RECOVERY. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percent age 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 behal f of each party, hereby represents and warrants to the other that it has full power and authority to enter

MASTER CONTRACT NO. 06719-01
PAGE 29
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.

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 po ssible to be consistent with the intent of this Master Contract.

18.13. W
AIVER. 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 t o 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,

MASTER CONTRACT NO. 06719-01
PAGE 30
contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violatio n 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, 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. F
AIR 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.

MASTER CONTRACT NO. 06719-01
PAGE 31

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.

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
Department of Enterprise Services
NEW FLYER OF AMERICA INC.,
a North Dakota corporation
By: ___________________________
Elena McGrew
By: ___________________________
Its: Enterprise Procurement Manager Its:

WASHINGTON STATE TRANSIT BUS COOPERATIVE

STATE COOPERATIVE PURCHASING SCHEDULE

MASTER CONTRACT
NO. 06719-01
TRANSIT BUSES: HEAVY DUTY
35 FT DIESEL, 40 FT DIESEL, 60 FT DIESEL, 35 FT HYBRID, 40 FT HYBRID, 60 FT HYBRID, 35 FT CNG, 40 FT CNG, 60 FT CNG, 35 FT ELECTRIC, 40 FT ELECTRIC, 60 FT ELECTRIC, 40 FT HYDROGEN, 60 FT

HYDROGEN CATEGORIES
For Use by Washington State Transit Bus Cooperative Participants By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES
and
NEW FLYER OF AMERICA, INC.

Dated April 1, 2021

ATTACHMENT B
MASTER CONTRACT NO. 06719-01PAGE 1
WASHINGTON STATE TRANSIT BUS COOPERATIVESTATE COOPERATIVE PURCHASING SCHEDULEMASTER CONTRACTNO. 06719TRANSITBUS– HEAVY DUTY35 FT DIESEL, 40 FT DIESEL, 60 FT DIESEL, 35 FT HYBRID, 40 FT HYBRID, 60 FT HYBRID, 35 FT CNG, 40 FT CNG, 60 FT CNG, 35 FT ELECTRIC, 40 FT ELECTRIC, 60 FT ELECTRIC, 40 FT HYDROGEN, 60 FT HYDROGEN 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 New Flyer of America Inc., a North Dakota corporation (“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.

MASTER CONTRACT NO. 06719-01PAGE 2
F.Whereas, Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder. 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 MASTER CONTRACT NO. 06719-01PAGE 3
entities are anticipated to execute a Washington State Transit Bus Cooperative Purchasing Agreement: 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 MASTER CONTRACT NO. 06719-01PAGE 4
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 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 1steach year. Prices shall be adjusted on June 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). For certainty, notwithstanding anything else to the contrary contained herein, in the event that a price adjustment is required in respect of changes that are mandatory as a result of legislation or regulations that become effective after the date of the tender submission, such price adjustment shall be negotiated in good faith by the Participants and the Contractor. 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).

MASTER CONTRACT NO. 06719-01PAGE 5

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, 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 MASTER CONTRACT NO. 06719-01PAGE 6
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 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.

MASTER CONTRACT NO. 06719-01PAGE 7

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. 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 acceptance. Title to the bus shall pass to the Participant upon acceptance of the bus by the Participant. 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. 4.16. SUBJECT DATA. All “subject data”, including specifications, technical data, records and reports, engineering drawings (including shop drawings and working drawings), manuals and instruction materials and computer or microprocessor software that is delivered or specified to be delivered under this contract shall remain the property of the Contractor; provided however, the Participants shall have a royalty-free, non-exclusive, non-transferable and irrevocable license to use such subject data only for the purposes of operating and maintaining the Transit Buses. The Participants grant the Contractor the right to inspect, examine, download, and otherwise obtain any information or data available from components provided by the Contractor, including, but not limited to, any electronic control modules or other data-collection devices, to the extent necessary to enable the Contractor to perform reliability maintenance analysis, corrective action and/or other engineering-type work for the Transit Buses.

MASTER CONTRACT NO. 06719-01PAGE 8

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. 06719-01PAGE 9
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. 06719-01PAGE10

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. For certainty, the reasons for such reasonable delay shall include but not be limited to, the neglect or failure of the Participant or by delay or failure of the Contractor caused by an event beyond its control, including, but not limited to, natural disasters, floods, fires, acts of war or terrorism, labor shortages, strikes or lock-outs or shortages or loss of transportation, then the time for completion of the work and/or the delivery dates shall be extended by the Participant by a reasonable period of time after such event of delay has ended in order that the Contractor may complete the work or deliver the buses. 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.

MASTER CONTRACT NO. 06719-01PAGE11

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 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. For certainty, if the Transit Buses pass these tests or if the Participants do not notify the Contractor of non-acceptance within 14 calendar days after delivery of the Transit Buses, acceptance of the Transit Buses by the Participants shall be deemed to have occurred on the 14th day after delivery. Acceptance shall occur earlier if the Participants notify the Contractor of early acceptance or places the Transit Buses into revenue service. 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 REPAIR 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. Upon completion of repairs, the forteen (14) calendar day acceptance period shall re-commence as per section 5.9.

MASTER CONTRACT NO. 06719-01PAGE12

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 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. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of 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.

MASTER CONTRACT NO. 06719-01PAGE13

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. 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 0.2192% for payments within 10 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.

MASTER CONTRACT NO. 06719-01PAGE14

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: Enterprise Services Contractor Attn: David MgebroffWashington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-8049 Email: [email protected]: Tel: Email: 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 Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: [email protected]: Email: 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 MASTER CONTRACT NO. 06719-01PAGE15
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. 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: FOR CALENDAR QUARTER ENDINGMASTER CONTRACTSALES REPORT DUEMarch 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 MASTER CONTRACT NO. 06719-01PAGE16
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. 8.3. ANNUAL MASTER CONTRACTSALES 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. The Participants and their representatives and agents agree to enter into a confidentiality agreement with the Contractor prior to commencing an audit, review or analysis in order to protect and maintain the confidentiality of the Contractor’s information. 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).

MASTER CONTRACT NO. 06719-01PAGE17

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 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. 06719-01PAGE18
WarrantyDescriptionYears/Mileage Complete Bus Complete bus, propulsion system, components, major subsystems, and body and chassis structure2 years, 100,000 miles;Class 1 or 2 Failures: 12 years, 500,000 miles Body And Chassis StructureBody, body structure, structural elements of the suspension and engine cradle3 years, 150,000 milesBody and Chassis Corrosion Failure or Fatigue FailurePrimary load-carrying members of the bus structure, including structural elements of the suspensionClass 1 or 2 Failures: 12 years, 500,000 miles Propulsion System (Diesel, CNG, Hybrid) engine, transmission or drive motors, and generators (for hybrid technology) and drive and non-drive axles 2 years, 100,000 milesPropulsion System (Electric) traction motors, traction motor controllers, transmission, drive motors, drive and non-drive axles, and any other propulsion system-related replacement component5 years, 300,000 milesEnergy Storage System traction battery, Battery Management System, and any other ESS-related replacement component2 years, unlimited milesEmission Control System complete exhaust system, including catalytic converter (if required), after treatment device, components identified as emission control devices5 years, 100,000 milesThe 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. Air compressor. Air dryer. Wheelchair lift and ramp system: Lift and/or ramp parts and mechanical only.

MASTER CONTRACT NO. 06719-01PAGE19
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 2 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 Transmission or Traction Motor Alternator Starter Destination/Luminator (Major components) Drive axle and non-drive axle(s) DVR unit, supporting electronics (Monitors) Driver's seat Battery equalizer Radiator package Exhaust emission components A/C compressor and condenser/evaporator unit Power steering unit Fuel cylinders (if applicable) 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. 06719-01PAGE20

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/SUPERIORWARRANTY. 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 (20%) 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. 06719-01PAGE21

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. Minor/Major Warranty-covered repairs may be carried out by the Purchaser and reimbursed through New Flyer's on-line warranty system. New Flyer is available to assist in completing these warranty-covered repairs if needed. Whenever feasible and mutually beneficial, the Purchser may provide a work space for New Flyer to accomplish the repair onsite as needed. This allows us to work with the Purchaser to return the bus to revenue service as quickly as possible. If shop space is unavailable, New Flyer will utilize one of its three subcontractors (Top Tempo, Tri-State, Coach Retrofit) with their own service facilities within the State of Washington area to perform the repairs and get the buses back into revenue service as soon as possible. In addition, Contractor can utilize its service centers for repairs within the State of Washington as needed. Major Component Warranty repairs should be carried out by the equipment suppliers (Engine, Transmission, Propulsion System, High Voltage Batteries, HVAC and Destination Sign Suppliers) in order to adhere to their mandate that all warranty repairs be performed by an authorized dealer unless the Purchaser is an authorized warranty center. If the Purchaser elects to perform these repairs, without the written permission of the original equipment manufacturer, the remaining warranty coverage may be voided 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.

MASTER CONTRACT NO. 06719-01PAGE22

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 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 MASTER CONTRACT NO. 06719-01PAGE23
oroad callso 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 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:

MASTER CONTRACT NO. 06719-01PAGE24
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 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.

MASTER CONTRACT NO. 06719-01PAGE25
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 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. For certainty, the Participants shall assume risk of loss of the bus on delivery. Prior to delivery, the Contractor shall have risk of loss of the bus. 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 MASTER CONTRACT NO. 06719-01PAGE26
shall take all steps needed to keep Participant’s property free of liens arising from Contractor’sactivities, 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. 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.

MASTER CONTRACT NO. 06719-01PAGE27

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 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. (d) PAYMENT UPON TERMINATION. In the event of termination for any reason under this Section 16, the Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. 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 MASTER CONTRACT NO. 06719-01PAGE28
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 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. 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 MASTER CONTRACT NO. 06719-01PAGE29
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. NOAGENCY. 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. 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, MASTER CONTRACT NO. 06719-01PAGE30
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. GOVERNINGLAW. 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, 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.

MASTER CONTRACT NO. 06719-01PAGE31

18.22. ELECTRONIC SIGNATURES. A signed copy of this Master Contract or any other ancillary agreementtransmitted 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.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. EXECUTEDas of the date and year first above written.STATE OF WASHINGTONDepartment of Enterprise ServicesNEW FLYER OF AMERICA INC.,a North Dakota corporationBy: ___________________________Elena McGrewBy: ___________________________Its:Enterprise Procurement ManagerIts:

8/17/2021

5/23/2022

Montebello Transportation Dept.
400 S. Taylor Ave
Montebello CA 90640

Dear John Soria:

This letter is in response to your request dated May 16th for authorization to purchase Transit Buses from DES Master Contract #06719. Your request is as follows:

The contract pricing established during the competitive bid process and the terms and conditions shall apply for this purchase. DES authorizes your organization to proceed in ordering the above referenced buses.

Thank you for your interest in doing business with the State of Washington. If you have any questions/concerns, please contact [email protected].

Sincerely,

David Mgebroff,
Procurement Strategist
Contracts & Procurement Division
Washington State Department of Enterprise Services

Gary Ashcroft
New Flyer of America
Contract Administration
State and Regional Procurement Department
6200 Glenn Carlson Drive
St Cloud, MN 56301

RE: Washington State Contract #06719 July 6, 2021

Dear Mr. Ashcroft,

On Friday July 2, 2021 the California Department of General Services was granted approval from the State of Washington State Department of Enterprise Services that California has been granted the approval to utilize their Transit Buses Contract #06719.

This contract is valid from 4-1-21 until 3-31-23. Per Washington’s agreement each agency utilizing the contract must include the following in the body of any Purchase Order or Contract.

The base pricing for these transit buses is based on the Washington State Department of Enterprise Services Contract #06719 with valid dates of 4-1-21 until 3-31-23

Per the contact at the State the Washington the state approval list will be updated by 8-1-21.

Gary, this letter represents our departments approval for any public transit agency to utilize the Washington State Department contract. If you have any additional questions please reach out to me.

Sincerely,

Erik Mondelez
Contract Administrator
Procurement Division – Contracts Management Unit
DGS General Service – State of California
Phone 916.376.7181
Email [email protected]

ATTACHMENT C
1 FEDERAL REQUIREMENTS

1.1 Federal Funding, Incorporation of FTA Terms
The preceding provisions include, in part, certain standard terms and conditions required by the U.S. Department of Transportation ("DOT"), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in Federal Transit Administration ("FTA") Circular 4220.1F or its successors 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.

The CONTRACTOR shall not perform any act, fail to perform any act or refuse to comply with any AGENCY requests that would cause AGENCY to be in violation of the FTA terms and conditions.

1.2 Federal Changes
The 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 AGENCY 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.

1.3 No Government Obligation to Third Parties
The AGENCY 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 part to this Contract and shall not be subject to any obligations or liabilities to the AGENCY, CONTRACTOR, or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract.

The 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.

1.4 Program Fraud and False or Fraudulent Statements or Related Acts The 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, the 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 of the FTA-assisted project for which this Contract work is being performed.

In addition to other penalties that may be applicable, the 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 the CONTRACTOR to the extend the Federal Government deems appropriate.
2 The CONTRACTOR also acknowledges that if it makes, or caused 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 the CONTRACTOR, to the extent the Federal Government deems appropriate. The CONTRACTOR agrees to include the above two clauses in each sub-contract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clauses shall not be modified, except to identify the Sub-contractor who will be subject to the provisions. 1.5 Inspection and Retention of Records The CONTRACTOR shall permit authorized representatives of the AGENCY, the FTA Administrator, and the Comptroller General of the United States to inspect and audit all data and records of the CONTRACTOR relating to its performance and its sub-contracts under this Contract from the date of the Contract through and until the expiration of 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 AGENCY, the FTA Administrator, and the Comptroller General of the United States, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. The AGENCY retains ownership of all project documents and records maintained by the CONTRACTOR on behalf of the AGENCY. 1.6 Suspension and Debarment 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 such 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. The CONTRACTOR is required to comply with 49 CFR 29, Subpart C and must include this 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 the AGENCY. If it is later determined that the Bidder or Proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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 proposal. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 1.7 Termination Pursuant to the Contract, in the event that either Party hereto fails or refuses to perform any of the provisions of this Contract at the time and in the manner required, the non-defaulting party 3 shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default. For any breach deemed by the non-defaulting party to constitute a material breach, the defaulting party is required to cure the breach within five (5) calendar days upon receipt of written notice. For any breach deemed by the non-defaulting party to constitute a non-material breach, the defaulting party is obligated to cure such breach within ten (10) calendar days upon receipt of written notice. However, if the nature of the non-material breach requires more than ten (10) days to cure, the defaulting party shall have thirty (30) days to diligently pursue and complete a cure. In addition to any other available legal or equitable rights or remedies, if the default is not cured within the time periods described above, the non-defaulting party may terminate this Contract by giving written notice thereof to the defaulting party, setting forth the effective date thereof. The AGENCY shall have the option, at its sole discretion and without cause, of terminating this Contract in whole, or in part, by giving ten (10) business days' written notice to CONTRACTOR. Upon the termination of this Contract as provided herein, the AGENCY shall provide to CONTRACTOR the part of Compensation which would otherwise be payable to CONTRACTOR for services CONTRACTOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by AGENCY, the Parties agree that CONTRACTOR shall be reimbursed for any "non-refundable" costs that CONTRACTOR has incurred for its services under this Contract, provided that: (1) such "non-refundable" costs were incurred by the CONTRACTOR prior to the date of termination, and (2) that CONTRACTOR provides the AGENCY with adequate proof that CONTRACTOR incurred the costs, and is unable to be seek a refund for such costs. Such "non-refundable" costs may include, but are not limited to, travel reservations incurred by CONTRACTOR for its performance of services under this Contract. CONTRACTOR agrees to cease all work under this Contract on or before the effective date of any notice of termination. Pursuant to the Contract, all AGENCY data, documents, objects, materials or other tangible things shall be returned to the AGENCY upon the termination or expiration of this Contract. 1.8 Civil Rights Requirements During the performance of this Contract, the CONTRACTOR agrees as follows: 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, the 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. 2. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying Contract: (a) Race, Color, Creed, National Origin, Sex - The 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 4 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (b) Age - The CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. (c) Disabilities - The 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. 3. The 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. 1.9 Disadvantaged Business Enterprise (DBE) 1. AGENCY Assurance: AGENCY shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract, or in the administration of its DBE Program. AGENCY shall take all necessary and reasonable steps under Part 26, Title 49 of the Code of Federal Regulations (CFR), to ensure nondiscrimination in the award and administration of DOT-assisted contracts. AGENCY'S DBE Program, as required by 49 CFR Part 26, and as approved by DOT, is incorporated by reference in this Contract. Implementation of this DBE Program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Contract. Upon notification to AGENCY of its failure to carry out its approved program, the DOT and/or the Federal Transit Administration (FTA) may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801 et seq.). 2. Annual Overall Goal: In accordance with 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," the AGENCY is required to establish an annual overall goal for the participation of DBEs in all contracts utilizing federal financial assistance. For the current fiscal year, the AGENCY has established a DBE participation goal of five percent (5%). AGENCY'S annual overall goal represents the amount of ready, willing, and able DBEs that are identified as available to participate in contracting opportunities, and is reflective of the amount of DBE participation AGENCY would expect absent the effects of discrimination. 3. Contract Goals: AGENCY intends to meet its goal to the maximum extent feasible through race-neutral measures, including the encouragement of DBE participation on contracts which have no specific DBE goal. Where race-neutral measures are inadequate to meet the annual overall goal, AGENCY will establish specific contract goals for particular projects with subcontracting opportunities. There is no DBE project goal established for this project. At this time AGENCY will meet DBE goal on federally assisted projects through race neutral measures. AGENCY supports the use of race neutral measures to facilitate participation by DBEs and other 5 small businesses, and encourages prime contractors to subcontract portions of their work that might otherwise perform with their own forces. 4. Good Faith Efforts: If a specific DBE participation goal is identified in the above Section 5.9.3, a proposer must demonstrate that it can meet this specified goal in the performance of this Contract in order for the proposal to be determined a responsive proposal. If a proposer cannot meet the specified goal, the proposer must demonstrate that it performed sufficient good faith efforts to meet the goal. A proposer who is not responsive shall be ineligible for award of contract. Determination of Good Faith Efforts: If the amount of DBE participation does not meet the Contract-specific goal, the DBE Officer shall review the good faith effort report submitted by the proposer. The DBE Officer shall determine whether the proposer has performed the quality, quantity, and intensity of efforts that demonstrates a reasonably active and aggressive attempt to meet the Contract-specific goal. The kinds of effort that will be considered demonstrative of "Good Faith Efforts" include, but are not limited to, the following: Whether the CONTRACTOR solicited through all reasonable and available means (e.g., attendance at pre-proposal meetings, advertising and/or written notices) the interest of all certified DBEs who have the capability to perform the work; whether the CONTRACTOR solicited interest within sufficient time to allow the DBEs to respond and, if appropriate steps were taken, to follow-up with interested DBEs; whether the CONTRACTOR selected portions of work to be performed by DBEs and, where appropriate, broke-out contract work items into economically feasible units to facilitate DBE participation even when the CONTRACTOR might otherwise prefer to perform these work items with its own forces; whether the CONTRACTOR negotiated in good faith with interested DBEs (evidence includes names, addresses, and phone numbers; description of information provided regarding plans and specifications; and evidence as to why additional agreements could not be reached); whether the CONTRACTOR made efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials, or related assistance or services; whether the CONTRACTOR made efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance; whether the CONTRACTOR effectively used the services of available minority/women community organizations, contractors' groups, or other organizations to provide assistance; and whether other proposers on the procurement met the DBE goal. Proposer's Right to Administrative Reconsideration: In the event that the DBE Officer determines that the responsible proposer has not met the Contract-specific goal, and has not demonstrated good faith efforts, the DBE Officer will notify the proposer in writing. The notification shall explain the basis and include the reasons for the determination, and shall inform the proposer of its right to submit further written documentation or appear before the Reconsideration Official prior to the time that a recommendation for award of contract is presented to the City Council. (The Reconsideration Official is a CITY representative who did not take part in the original determination.) After reconsideration, AGENCY shall provide the proposer with a written decision. The result of the reconsideration process is not appealable by the proposer. In the event that the Reconsideration Official finds that the proposer has not met the Contract goal or demonstrated good faith efforts, AGENCY will deem said proposer not responsible and evaluate the proposer submitting the next proposal. 6 5. CONTRACTOR Compliance with AGENCY DBE Policy: It is the policy of AGENCY to ensure nondiscrimination in the award and administration of DOT-assisted contracts and to create a level playing field on which DBEs can compete fairly for contracts and subcontracts relating to AGENCY'S construction, procurement, and professional services activities. To this end, AGENCY has developed procedures to remove barriers to DBE participation in the proposal and award process and to assist DBEs to develop and compete successfully outside of the DBE program. In connection with the performance of this Contract, the CONTRACTOR will cooperate with AGENCY in meeting these commitments and objectives. 6. Required Proposal/Proposal Submittals: The CONTRACTOR shall submit with its Proposal the name and address of each Sub-contractor it intends to employ, a description of the work which the Sub-contractor is to do, the dollar amount of each Sub-contractor contract, and such other information as may be required in order that AGENCY'S approval may be obtained as to reliability and ability to perform the work (Bidders List of Participating Firms). In addition, proposer shall submit within five (5) days of proposal opening the names and addresses of all DBE firms that will participate in the Contract; a description of the work that each DBE will perform; the dollar amount of the participation of each DBE firm; written documentation of commitment to use DBE Subcontractors whose participation the CONTRACTOR submits to meet the Contract goal; and written confirmation from the DBE that it is participating in the Contract as provided in the CONTRACTOR's commitment. (Statement of Disadvantaged Business Enterprise Participation) AGENCY shall require that any DBEs listed by proposers for participation in the Contract be certified as eligible DBEs. AGENCY will accept current certifications by the DOT and its agencies, the Small Business Administration, or other DOT federal financial assistance recipients, as appropriate. Within five (5) days of proposal opening, DBEs with current certification must attach a copy of their current Letter of Certification and a copy of their current Statement of Personal Net Worth. AGENCY will require any firm listed, but not currently certified as a DBE, to submit the proper certification information within five (5) days of proposal opening in order to be included in the proposer's DBE achievement. CONTRACTOR Assurance: Pursuant to 49 CFR Part 26, the CONTRACTOR is required to make the following assurance in its agreement with AGENCY and to include this assurance in any agreements it makes with subcontractors in the performance of this Contract: "The CONTRACTOR or Sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONTRACTOR or Subcontractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as AGENCY deems appropriate." 7 8. Prompt Payment to Subcontractors: The CONTRACTOR must pay Subcontractors for satisfactory performance of their contracts no later than 15 days from the receipt of payment made to the CONTRACTOR by AGENCY. Prompt return of retainage payments from the CONTRACTOR to the Subcontractor will be made within 15 days after the Subcontractor's work is satisfactorily completed. Any delay or postponement of payment among the parties may take place only for good cause and with AGENCY'S prior written approval. If the CONTRACTOR determines the work of the Subcontractor to be unsatisfactory, it must notify AGENCY'S DBE Officer immediately in writing and state the reasons. Failure by the CONTRACTOR to comply with this requirement will be construed to be a breach of contract and subject to contract termination. Reports of Payment to DBE Sub-contractors: The DBE Officer will monitor the amount actually paid by the CONTRACTOR to Subcontractors, and will require the CONTRACTOR to provide monthly reports of payments to DBEs. A letter will be sent to the DBE Subcontractors to verify the dollar amount. The amount awarded to the DBE, the amount paid to the DBE as stated by the CONTRACTOR, and the amount paid to the DBE as verified by the DBE, will be reported to the Federal Transit Administration (FTA). 10. Contract Change or Amendment: When a contract change or amendment is made, the CONTRACTOR will submit a statement to the DBE Officer regarding how the change may affect DBE subcontracting. 11. Reporting DBE Participation: The CONTRACTOR is required to report all DBE participation on their contract whether or not the contract contains a specified DBE goal. The CONTRACTOR is not to count participation of a DBE Subcontractor until the amount being counted has been paid to the DBE. 12. Counting DBE Participation toward the Contract Goal: Only the work actually performed by a DBE will be counted towards the DBE goal. The cost of supplies and materials obtained by the DBE or equipment leased (except from the CONTRACTOR or its affiliate) may also be counted. Commercially Useful Function: Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. Expenditures may only be counted if the DBE is performing a commercially useful function. A DBE should perform at least 30 percent of the total cost of its contract with its own work force. Decisions on commercially useful function are subject to review by the FTA, but are not administratively appealable to DOT. If materials or supplies are obtained from a DBE manufacturer, 100 percent of the cost will be counted. If the materials and supplies are purchased from a DBE regular dealer, 60 percent of the cost will be counted. 13. DBE Replacement: The CONTRACTOR must make a good faith effort to replace a defaulting DBE Subcontractor with another certified DBE. The CONTRACTOR must immediately notify the DBE Officer of the DBE's inability to perform, and provide reasonable documentation. The CONTRACTOR must receive prior written approval on 8 the substitute DBE from AGENCY. The CONTRACTOR will provide copies of new or amended subcontracts and copies of the substitute DBE's current Letter of Certification and current Statement of Personal Net Worth. If the CONTRACTOR proposes to replace a DBE Subcontractor with a non-DBE, sufficient good faith efforts documentation must be provided. If the CONTRACTOR fails or refuses to comply in the time specified, AGENCY will issue an order stopping all, or part of, payment/work until satisfactory action has been taken. If the CONTRACTOR still fails to comply, AGENCY may issue a termination for default proceeding. 14. Evaluation of Proposals with DBE Goals: After the proposal opening, or submission of proposals, the DBE Officer shall evaluate all proposals with regard to the DBE requirements to determine a recommendation for award of contract. The responsible proposer, who also meets the Contract-specific goal or demonstrates good faith efforts, shall be recommended for contract award. In the event that the proposer does not meet the Contract-specific goal or demonstrate good faith efforts, the DBE Officer shall evaluate the next proposal. 1.10 Buy America The Buy America requirement provides that federal funds may not be obligated for mass transportation projects unless steel, cement, and manufactured products used in such projects are produced in the United States. The requirement will not apply in the following four cases: A. When its application is against the public interest (as decided by the FTA Administration on a case-by-case basis). When the required materials and products are not produced in the U.S. in sufficient quantities and of satisfactory quality. C. When, in the procurement of buses and other rolling stock, the cost of the components which are produced in the U.S. is more than 60 percent of the cost of all components of the vehicle or equipment, and if the final assembly takes place in the U.S. D. When the inclusion of domestic material will increase the over-all cost of the project Contract by more than 10 percent in the case of projects for the acquisition of buses and rolling stocks; and 25 percent in the case of all other projects. The CONTRACTOR, who seeks to establish grounds for an exception, must seek the exception, in writing, to the Purchasing Manager at least fifteen (15) days prior to proposal opening. When a petition for investigation has been filed with FTA before award, the AGENCY reserves the right to not make an award prior to the resolution of the investigation by FTA and when a request for investigation has been filed with FTA before the opening of proposals, the AGENCY reserves the right to not open proposals prior to the resolution of the investigation by FTA. The CONTRACTOR and all Sub-contractor with contracts of $100,000 or more are required to certify compliance or non-compliance with this provision by submitting the attached "Buy America Certificate", with the proposal. 9 1.11 Remedies/Sanctions for Breach of Contract Pursuant to the Contract, the AGENCY may terminate the Contract if the successful Proposer breaches the terms or violates the conditions of the Contract, and does not cure such breach or violation within the specified time period. The successful Proposer shall be liable for any and all costs incurred by AGENCY as a result of such default, including but not limited to re-procurement costs of the same or similar services defaulted by the successful Proposer under this Contract [49CFR 18.36(i)(2)1 1.12 Federal Prohibited Interest No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit arising therefrom {FTA Grant Agreement, Part II, Sec. 114 (11)}. 1.13 Lobbying CONTRACTORS who apply or bid for an award of $100,000 or more shall file the certification required by 49 C.F.R. 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. If the successful offeror, and/or primary Sub-contractor, did engage in lobbying activities, then OMB Standard Form LLL "Disclosure of Lobbying Activities" must also be completed and submitted to AGENCY. Form is available upon request. 1.14 Clean Air Requirements The 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. The CONTRACTOR agrees to report each violation to the AGENCY and understands and agrees that the AGENCY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The 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 Requirements 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. The CONTRACTOR agrees to report each violation to the AGENCY and understands and agrees that the AGENCY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 10 The 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 The CONTRACTOR agrees to the following clauses for the purchase of equipment, materials or commodities that may be transported by ocean vessel in carrying out the project: A. To 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 to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels. B. To 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 loading 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 AGENCY (through the CONTRACTOR in the case of a Sub-contractor's bill-of-lading). C. To include these requirements in all sub-contracts issued pursuant to this Contract. 1.17 Fly America Requirements The CONTRACTOR agrees to comply with 49 U.S.C. § 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 subrecipients 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. The 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. The CONTRACTOR agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 1.18 State Labor Provisions/ Labor Compliance/ Contract Work Hours and Safety Standards Act 1. Prevailing Wage Rates: Attention is directed to the requirement that no less than the Prevailing Wage Rates shall be paid on this project. Certified Payrolls on AGENCY-approved State forms are required for all workmen. Rates of pay will be current State of California, as shown in the "General Prevailing Wage Rate" Manual as determined by the State Director of Industrial Relations. CONTRACTOR agrees to abide by the provisions of the State Labor Code, and to comply with the prevailing rates of wages and apprenticeship employment standards established by the State Director of Industrial Relations. FTA Grant Agreements, part II, section 119 (a). 11 Pursuant to the provisions of Section 1770 of the California Labor Code of the State of California, not less than the general prevailing rate of wages (which rate includes employer payments for health and welfare, vacation, pension and similar purposes) applicable to the work to be done, shall be maintained at all times during the course of the Contract. These rates are made a part of this Contract by reference. The CONTRACTOR shall comply with Section 177.5 of the Labor Code of State of California for all apprentice-able occupations. 2. Labor Compliance. It is the policy of AGENCY that all CONTRACTORS and Sub- contractors engaged in public works construction shall adhere to applicable laws and regulations. In accordance with this policy, for the duration of this Contract, AGENCY shall institute a labor compliance program to monitor compliance. The .CONTRACTOR shall cooperate fully with Labor Compliance monitoring efforts and the representatives engaged in this effort. Because this project is subject to the provisions of State and Federal law governing public works contracts, all pertinent statutes and regulations are hereby incorporated by reference into this document as if set forth in their entirety, including Copeland Anti-Kickback Act requirements of 29 CFR part 3, Davis-Bacon and Related Act requirements of 29 CFR parts 1, 3, and 5, and Contract Work Hours and Safety Standards Act requirements of Section 107, 40 U.S.C. § 333 and 29 CFR part 1926. CONTRACTORS and Sub-contractors by entering into, or performing work under, this project agree to comply with all provisions of the law that apply to public works. It is the responsibility of the CONTRACTOR to obtain and adhere to the latest edition of the statutes and regulations including, but not limited to, the following: A. Apprentices - All apprentices employed on this project shall be bona fide apprentices registered with the State of California, Division of Apprenticeship Standards. B. Certified Payroll - All CONTRACTORS shall submit weekly certified payroll records for all laborers and mechanics furnishing labor to the project not later than ten calendar days after the closed payroll period. Payment Of The Prevailing Wage - The CONTRACTOR and all Sub-contractors under him shall pay not less than the specified prevailing wage rate to all workmen employed in the execution of the contract. Working Hours - The CONTRACTOR shall pay workers employed on the Contract not less than the appropriately specified straight time and overtime prevailing wages for all hours worked. E. Employee Interviews - AGENCY, through its representatives, will conduct weekly on-site interviews of workers employed on the Contract. The interviews shall be conducted without the interference or obstruction of the CONTRACTOR. No worker who is interviewed is to be threatened, coerced, or intimidated. Violations: AGENCY will take cognizance of violations of the prevailing wage and public works laws committed during the course of this Contract. Such evidence of violation may result in the assessment of penalties and forfeitures to the fullest extent allowed by law 12 until compliance has been strictly effectuated. AGENCY may suspend or terminate a contract, or debar a CONTRACTOR from future contracts, for breach of the Labor Compliance Requirements. 4. Contract Work Hours and Safety Standards Act A. Overtime requirements - No CONTRACTOR or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5, the CONTRACTOR and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such CONTRACTOR and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5 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 the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5. C. Withholding for unpaid wages and liquidated damages AGENCY shall 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 the clause set forth in subparagraph (b) (2) of 29 CFR Section 5.5. D. Subcontracts - The 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 section. E. Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the CONTRACTOR during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide 13 fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. CONTRACTORS employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. 1.19 Seismic Safety The CONTRACTOR agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The CONTRACTOR also agrees to ensure that all work performed under this Contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 1.20 Safety and Health Regulation The CONTRACTOR agrees to comply with Section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. § 333, and applicable U.S. Department of Labor regulations, "Safety and Health Regulations for Construction" 29 C.F.R. Part 1926. Among other things, the CONTRACTOR agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. The CONTRACTOR also agrees to include the requirements of this section in each subcontract. 1.21 Federal Energy Conservation Requirements The CONTRACTOR agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 1.22 Recycled Products The CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. § 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. The CONTRACTOR also agrees to include these requirements in each sub-contract. 14 5.23 Access Requirements for Individuals with Disabilities The Prime CONTRACTOR and all Sub-contractors on this project are required to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §§ 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; section 16 of the Federal Transit Act, as amended, 49 U.S.C.A. § 1612; and the following regulations and any amendments thereto: A. U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37; B. U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27; C. U.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 C.F.R. Part 38; D. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; E. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. Part 36; F. General Services Administration regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19. G. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630; H. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and I. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609. 1.24 Privacy Act The CONTRACTOR agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. The CONTRACTOR also agrees to include these requirements in each sub-contract. 1.25 Prohibited Interest No Council member, officer, or employee of the AGENCY or of a local Public Body during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the 15 proceeds thereof. If any such interest comes to the knowledge of any party at any time, a full and complete disclosure of all such information will be made in writing to the other parties, even if such interest would not be considered a conflict of interest under Article 4 of Chapter 1 of Division 4 of Title 1 (Sections 1090-1097) of the Government code of the State of California. 5.26 Drug-Free Workplace The CONTRACTOR, and all Sub-contractors, must certify that they have a drug-free workplace and comply with Government Code Section 8355 (Certification of Drug-Free Workplace).