Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
CORRESPONDENCE - PURCHASE ORDER - 9201704
AGREEMENT TO PURCHASE TWO (2) 35’ BATTERY-POWERED ELECTRIC BUSES This Agreement to Purchase two (2) 35’ 12 year, low floor battery-powered electric transit buses, dated this 9th day of November, 2020, (the “Agreement”), is hereby entered into by and between the City of Fort Collins, Colorado, a municipal corporation (the “City”), and Gillig, LLC (the "Contractor" or “Gillig”). WHEREAS, the Commonwealth of Virginia (the “Commonwealth”) initiated Invitation for Bids (IFB) No. 2712 on April 2, 2019 in compliance with FTA Circular C 4220.1F (Third Party Contracting Guidance) to establish an optional use contract(s) with one or more qualified suppliers, manufacturers, contractors for the manufacture and delivery of electric low floor heavy-duty transit bus vehicles; and WHEREAS, the Commonwealth subsequently awarded Gillig, LLC Contract Number E194- 81688 MA6462 on July 1, 2019 for the option to purchase battery-powered electric buses with a period of performance July 1, 2019 through June 30, 2021 with three one-year renewal options; and WHEREAS, the contract between the Commonwealth and Gillig included a Cooperative Purchase provision whereby any public body or public institution or other FAST Act grantee outside the Commonwealth is deemed an “Authorized User”; and WHEREAS, pursuant to the Commonwealth’s contract, Authorized Users may purchase goods and/or services in accordance with Section 4 “Goods & Pricing Schedule, Warranty Information” of the contract (the “Purchase Schedule”); and WHEREAS, pursuant to the Commonwealth’s contract an assignment agreement from the Commonwealth is not required for third party Authorized Users to utilize the Purchase Schedule; and WHEREAS, the City has determined it can use the Commonwealth’s Cooperative Purchase provision in accordance with Federal Register Volume 81, No. 170 regarding FTA’s implementation of the FAST act’s amendments to 49 USC 5323(j)(2)(c) which states, “Because the purchase schedule does not commit the State to procuring a minimum number of vehicles, a ‘contract’ does not exist until a State, recipient, or subrecipient enters into a purchase order with the vendor listed on the schedule.”; and WHEREAS, on February 18, 2020 the City requested authorization from the Federal Transportation Administration (FTA) Region 8 to purchase two (2) battery-powered electric buses and associated charging equipment utilizing the Commonwealth’s Purchase Schedule; and WHEREAS, on April 23, 2020 Mr. John Lynch, FTA Attorney advised the City it may utilize the Commonwealth’s Purchase Schedule to procure two (2) battery-powered electric buses and associated charging equipment subject to the City’s contract including compliance with 49 C.F.R. 661 (“Buy America”) and current local, state, federal and FTA specific procurement requirements; and DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 WHEREAS, the City has completed a pre-award audit in accordance with 49 CFR 663 to ensure the vehicles meet the Buy America requirements percentages and other FTA requirements; and WHEREAS, the Colorado Department of Transportation (“CDOT”) authorized the purchase via CDOT’s Purchase Authorization (PA) Form dated September 28, 2020. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual premises herein contained, the parties agree as follows: 1. Scope of Services. a. Contractor will manufacture and deliver two (2) 35’ 12 year, low floor battery- powered electric transit buses, including all related equipment, materials, and labor necessary for full performance of tasks identified and designated as Contractor responsibilities throughout this Agreement as may be amended by subsequent written Change Orders. b. The battery-powered buses shall comply with the specifications described in the Commonwealth’s Contract Number E194-81688 MA6462 effective July 1, 2019, Section 4 “Goods & Pricing Schedule, Warranty Information” attached hereto as Exhibit A, consisting of one-hundred and thirteen (113) pages incorporated herein by this reference. This Agreement is subject to current FTA and Fixing Americas Surface Transportation (FAST) Act regulations. All buses shall be powered by an electric propulsion system and be new and unused. Buses shall have a minimum expected life of twelve (12) year or 500,000 miles, whichever comes first. c. Contractor will initiate production of the buses within 12 months of the effective date of this Agreement. The final completion date for the buses will be mutually agreed by the parties. The buses will be delivered to the City's Transfort facility at 6570 Portner Road, Fort Collins, Colorado 80525. 2. Contract Period. This Agreement shall commence November 9, 2020 and shall continue in full force and effect until June 30, 2021, unless sooner terminated as herein provided. In addition, the Agreement may be extended for three one-year renewal options subject to the parties’ mutual agreement. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Contractor must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Contractor. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 Contractor: City: Copy to: Gillig, LLC Attn: Joseph Policarpio 451 Discovery Drive Livermore, CA 94551 City of Fort Collins Attn: Annabelle Phillips PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Contractor shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Contractor's obligations under this Agreement. Such payment shall be the Contractor's sole right and remedy for such termination. 5. Contract Sum. a. The City agrees to pay Contractor, in accordance with Exhibit "B", an amount not to exceed a total price of One Million, Nine Hundred Eighty Eight Thousand, Five Hundred Ten Dollars ($1,988,510) as the maximum compensation for the purchase, delivery, and final acceptance of two (2) 35’ battery-powered electric buses and related equipment, work, and materials. b. The contract price, per unit, for the manufacture and delivery of each 35’ battery- powered electric bus is Nine Hundred Ninety-Four Thousand, Two Hundred Fifty-Five Dollars ($994,255). Total compensation shall be based upon the actual equipment, materials, and labor provided. Approved changes in quantities, options, bus configuration, or other services, in the form of Change Orders, which will become written amendments to this Agreement, may result in an adjustment to the amount of compensation to which Contractor and the City have initially agreed. c. The contract price includes the following options: 1. 6 Year Extended ESS (Battery) Warranty ($75,000/per bus) 2. Training (Electric HVAC 8 Hours ($1,500/per bus)) 3. Training (E-Bus Maintenance 24 Hours ($2,500/per bus)) 4. Training (E-Bus Electrical Systems 24 Hours ($2,500/per bus)) 5. Amerex Fire Suppression System ($5,000/per bus) d. Price adjustments mandated as a result of legislation or regulations that are promulgated and become effective after the date of initial purchase will be negotiated and agreed to by both the City and Gillig. 6. Payments. a. Payments will be made in accordance with this Agreement and applicable Change Orders. Payment will be made within 30 days after the delivery and final acceptance of each transit bus, equipment, and materials, or the provision of such materials, and the performance of such services, unless otherwise permitted by law and approved in writing by the City. b. Contractor shall submit a request for payment by an itemized invoice delivered to the City, in accordance with the procedures set forth in this Agreement. The appropriate Certificates of Manufacture and required U.S. Federal Transportation Administration documentation for the purchase and delivery of rolling stock, will be provided prior to any payment by the City. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 c. All original invoices shall be submitted to the City of Fort Collins Finance Department for payment via email to invoices@fcgov.com. 7. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. Independent Service provider. The services to be performed by Contractor are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Contractor's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Contractor may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Contractor. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Contractor shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Contractor warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Contractor warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship as per the Contractor’s warranty stated in Exhibit A and to include the optional six (6) year Extended ESS DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 (Battery) warranty. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Contractor in a manner and at a time acceptable to City. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non- defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Indemnity/Insurance. a. The Contractor agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Contractor shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Contractor's obligations hereunder, the Contractor shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Contractor before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Annual Appropriation of Funds. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 18. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 19. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: a. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Contractor will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Contractor is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8- 17.5-102 (5), C.R.S. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 f. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, Exhibit E – Federal Certifications consisting of thirteen (13) pages, and Exhibit F - Federal Terms and Conditions, consisting of twenty (20) pages attached hereto and incorporated herein by this reference. CITY OF FORT COLLINS, COLORADO GILLIG, LLC Darin Atteberry, City Manager Joseph Policarpio, Vice President, Sales Date: Date: Gerry Paul Director of Purchasing Date: APPROVED AS TO FORM ATTEST: DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 11/13/2020 Assistant City Attorney ll 11/16/2020 11/17/2020 City Clerk City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT A SCOPE OF SERVICES DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT B GILLIG QUOTE – CONTRACT PRICE DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 451 Discovery Drive, Livermore, CA 94551 | www.gillig.com | 510.264.5000 QUOTE LETTER July 10, 2020 Annabelle Phillips Project Mgr. City of Ft Collins Transfort and Parking Services Office | 970.224.6173 Cell | 480.229.5876 aphillips@fcgov.com Dear Annabelle: Thank you for your interest to purchase two (2) 35 ft. L/F Gillig EBuses off the Commonwealth of Virginia Contract #E194-2712 Attached you will find the variance list and price calculation sheet that would pertain to your order. The price calculation sheet also includes the escalation and formula as per the contract. Gillig is pleased to quote the following: Two (2) 35 ft. L/F Gillig EBuses @ $907,755 each This price is valid for thirty (30) days and is FOB Ft. Collins CO. Prices exclude any taxes and license fees. The production of your buses is scheduled to start within 12 months of your PO. To maintain this production schedule, we will require a firm purchase order within thirty (30) days. We thank you for this opportunity and appreciate your interest in Gillig and our products. Should you have any questions, please do not hesitate to contact us. Sincerely, Joe Saldana Regional Sales Manager Gillig LLC 510-303-0202 jsaldana@gillig.com DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 CONFIDENTIAL DESCRIPTION COST STATE OF VIRGINIA 35' LOW FLOOR PLUS BATTERY ELECTRIC BASE BUS (2020) $797,280.00 ACTION DESCRIPTION COST BASE LOW FLOOR PLUS STYLING PACKAGE INCL BASE CUMMINS EV TRACTION MOTOR, INVERTERS & POWER MANAGEMENT SYSTEMS INCL BASE CUMMINS ESS WITH 6 BATTERY ENCLOSURES TOTALING 444 kWh CAPACITY INCL BASE (1) DEPOT PLUG-IN CHARGING PORT PER SAE J1772 DC CCS TYPE 1 (CURB SIDE) INCL ADD (2) DEKA GROUP 31 BATTERIES INCL BASE I/O MFD II ELECTRONIC DASH DISPLAY INCL CHANGE AXLE SEALS FROM GREASE TO CHICAGO RAWHIDE OIL $0.00 BASE MERITOR FRONT AND REAR AXLES INCL ADD PAINT JACKING PADS YELLOW $100.00 ADD CURBSIDE RAMP SKID PLATE $72.00 CHANGE WHEELS FROM (6) ALUMINUM MACHINE FINISHED TO (7) ALUMINUM MACHINE FINSIHED $425.00 CHANGE GILLIG SUPPLIED TIRES FROM (6) TO (7) $587.00 BASE LIFT-U LU18 WHEELCHAIR RAMP INCL BASE DOUGLAS STEERING COLUMN W/ 20" VIP 3-SPOKE STEERING WHEEL INCL BASE AIR OPERATED DISC BRAKES INCL ADD KONGSBERG ADJUSTABLE PEDALS $1,190.00 BASE STABILITY CONTROL WITH AUTOMATIC TRACTION CONTROL INCL BASE THERMO KING TE14 ALL-ELECTRIC HVAC WITH SCROLL COMPRESSORS & R407C INCL ADD (2) DASH FANS $194.00 CHANGE DRIVERS HEATER FROM BRUSH MOTORS TO BRUSHLESS MOTORS $407.00 ADD FRESH AIR INTAKE TO DRIVER'S HEATER $592.00 BASE LEVEL 2 INSULATION PACKAGE (BASE ON E-BUS) INCL ADD EBUS COLD WEATHER PACKAGE W/ FUEL/ELECTRIC FIRED HEATER $5,125.00 ADD EBUS COLD WEATHER FRONT THRESHOLD HEATER AND REAR CURB SIDE HEATER $1,200.00 BASE ELECTRIC HYDRAULIC PUMP INCL BASE BENDIX AD-IP AIR DRYER FOR E-BUS APPLICATION INCL CHANGE FRONT AND REAR DOORS FROM AIR OPERATED TO ELECTRIC OPERATED $4,918.00 CHANGE REAR DOOR FROM STANDARD 34" TO 48" REAR DOOR $2,821.00 ADD VAPOR DIGITAL DOOR CONTROLLER $521.00 ADD INTERIOR SCHEDULE RACK (OBIC 4L-V-MC) $305.00 ADD EXTERIOR AD FRAMES (CS,SS,R) $861.00 ADD LED LIGHTS IN STREET SIDE ELECTRICAL EQUIPMENT BOX $50.00 CHANGE PASSENGER SEATS GEMINI TO AMSECO INSIGHT W/28 PASSENGER SEATING & (1) REAR FACING PADDED BARRIER ADA POSITION $4,659.00 ADD UPPER DECK SEAT RISERS $1,420.00 CHANGE DRIVER SEAT RECARO AM80 TO USSC G2A( FT. COLLINS SPECIFICATION) $2,122.00 BASE DRIVERS BARRIER W/O CUTOUTS $0.00 BASE PULL CORD ADA CHIME SYSTEM INCL ADD (8) GRAB STRAPS $160.00 CHANGE PASSENGER WINDOWS FROM FRAMED FULL FIXED TO BONDED W/ TRANSOM $7,310.00 CHANGE HEADLAMPS TO DIALIGHT LED LOW BEAM AND HIGH BEAM $1,192.00 CHANGE DINEX I/O INTERIOR LED LIGHTS INCL ADD MOTOROLA APX 4500 TWO WAY RADIO $5,239.00 ADD (2) 18' RED SRIP LED DIALIGHT LAMPS "STOP" $150.00 BASE (2) 4" STOP LAMPS- REAR CAP INCL ADD REAR MOUNTED YIELD SIGN $640.00 CHANGE DESTINATION SIGNS FROM TWIN VISION (F,S,) TO LUMINATOR (F, CS) $0.00 ADD LUMINATOR REAR DESTINATION SIGN $814.00 ADD HEATED FRONT DESTINATION SIGN GLASS $214.00 ADD APOLLO (8) CAMERA SYSTEM WITH 4K ROADRUNNER DVR, BATTERY BACK-UP, WIRELESS ROUTER AND VIM LICENSES $13,432.00 ADD CLEVER DEVICES IVN, (2) INTERNAL SIGNS, APCs, ANTENNA AND DIGI MODUM $33,362.00 ADD PIVOYT PLATE AND BRACKETS FOR APEX 2 BIKE RACK $253.00 ADD BIKE RACK MIRROR $30.00 CONFIDENTIAL BASE WARRANTY (BASIC BUS) - 1 YEAR/50,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (BODY STRUCTURE) - 3 YEARS/150,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (STRUCTURE CORROSION) - 12 YEARS/500,000 MILES (WHICHEVER COMES FIRST) $1,000.00 BASE WARRANTY (TRACTION MOTOR) - 3 YEARS/100,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (ESS) - 6 YEARS/300,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (FRONT AXLE) - 5 YEARS/300,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (REAR AXLE) - 5 YEARS/300,000 MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (HVAC) - 2 YEARS/UNLIMITED MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (DOOR SYSTEMS) - 1 YEARS/UNLIMITED MILES (WHICHEVER COMES FIRST) INCL BASE WARRANTY (COMPOSITE FLOOR) - 12 YEARS/500,000 MILES (WHICHEVER COMES FIRST) INCL FT. COLLINS. CO CHANGES $103,913.00 STATE OF VIRGINIA 35' LOW FLOOR PLUS BATTERY ELECTRIC BASE BUS $797,280.00 ADD DELIVERY TO FT. COLLINS, CO $6,562.00 FT. COLLINS, CO 35' LOW FLOOR PLUS BATTERY ELECTRIC CURRENT PRICE (7-10-20) $907,755.00 OPTIONS NOT INCLUDED IN PRICING ABOVE OPTION 6 YEAR OPTIONAL EXTENDED ESS (BATTERY) WARRANTY (BUDGETARY NOT INCL IN PRICE) $75,000.00 OPTION TRAINING (EBUS MAINTENANCE 24 HOURS $5000/2= $2500.00 PER BUS) $2,500.00 OPTION TRAINING (EBUS ELECTRICAL SYSTEMS 24 HOURS $5000/2= $2500.00 PER BUS) $2,500.00 OPTION TRAINING (ELECTRIC HVAC 8 HOURS $3000/2= $1500.00 PER BUS) $1,500.00 OPTION (1) DEPOT PLUG-IN CHARGING PORT PER SAE J1772 DC CCS TYPE 1 (SS-BUDGETARY) $3,850.00 OPTION ROOF MOUNTED CHARGE RAILS FOR OVERHEAD DROP DOWN CHARGING (BUDGETARY) $32,900.00 OPTION AMEREX FIRE SUPPRESSION SYSTEM( BUDGETARY W/O ESS SUPPRESSION) $5,000.00 CONFIDENTIAL This pricing information is intended only for the personal and confidential use of the recipient(s) to whom it was originally sent. If you are not an intended recipient of this information or an agent responsible for delivering it to an intended recipient, you are hereby notified that you have received this information in error, and that any review, dissemination, distribution, or copying of this message is strictly prohibited. Page 2 of 2 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT C INSURANCE REQUIREMENTS 1. The Contractor will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Contractor shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Contractor, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Contractor under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Contractor 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Contractor shall maintain during the life of this Agreement for all of the Contractor's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Contractor shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Contractor shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perform, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Contractor shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City’s remedies at law for a breach of the Contractor’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT E FEDERAL CERTIFICATIONS 1. Pre-award Buy America Certification (49 CFR Part 663) 2. Disadvantage/Minority Business Enterprise (DBE/MBE) Certification (49 CFR Part 26.49) 3. Lobbying (49 CFR Part 20) 4. Altoona Bus Test Certification (49 CFR Part 665) 5. Debarment and Suspension Certification (49 CFR Part 29) 6. Federal Motor Vehicle Safety Standards Certification (49 CFR Part 663) 7. Pre-award Purchase’s Requirements (49 CFR Part 663) 8. TVM Certification (49 CFR Part 26) – File On-Line After Order is Placed 9. System for Award Management (SAM) DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 451 Discovery Drive, Livermore, CA 94551 | www.gillig.com | 510.264.5000 G I L L I G L L C LIVERMORE, CALIFORNIA DESCRIPTION AND COST OF FINAL ASSEMBLY FOR 35’ & 40’ ELECTRIC BUSES FY 2020 Gillig LLC certifies that final assembly of its buses occurs at its manufacturing plant in Livermore, California. The final assembly process consists of the assembly of the chassis; the installation and interconnection of the engine, transmission, axles, including the cooling and braking systems; the installation and interconnection of the heating and air conditioning equipment; the installation of pneumatic and electrical systems; mounting of the body structure to the chassis; installation of door systems; painting of the vehicle; installation of destination signs, windows, passenger seats, passenger grab rails, and wheelchair lifts; wheel alignment, dynamometer and road testing; final inspection, repairs and preparation of the vehicles for delivery. The cost of the above mentioned activities for this order has been estimated to be $19,778.85 per bus. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 PERCENT COUNTRY OF TOTAL COMPONENT MANUFACTURER OF ORIGIN COST A/C TRANSITION DUCTS THERMAL STRUCTURES, INC U.S.A. 0.08% AIR CONDITIONING SYSTEM THERMO KING U.S.A. 4.47% BIKE RACK SPORTWORKS U.S.A. 0.04% BULKHEAD ASSEMBLY ALVA GWYN U.S.A. 0.08% COMPOSITE FLOORING MILWAUKEE COMPOSITES U.S.A. 0.76% COOLANT PUMP GORMAN RUPP INDUSTRIES U.S.A. 0.30% DESTINATION SIGNS LUMINATOR HOLDING L.P. U.S.A. 0.75% DOOR CONTROLS & PANELS - FRONT VAPOR BUS INTERNATIONAL U.S.A. 0.48% DOOR CONTROLS & PANELS - REAR VAPOR BUS INTERNATIONAL U.S.A. 0.66% DRIVER'S SEAT UNITED STATES SEATING - DRIVER SEATS U.S.A. 0.57% ELECTRICAL HARNESSES & CABLES LACO INCORPORATED U.S.A. 0.64% ELECTRICAL HARNESSES, CABLES & PANELS-COMPASS COMPASS COMPONENTS U.S.A. 1.41% ELECTRICAL HARNESSES, CABLES & PANELS-RESQ RESQ MANUFACTURING U.S.A. 1.66% ELECTRIC POWERTRAIN SYSTEM CUMMINS, INC (E-BUS) U.S.A. 36.20% EXTERIOR MIRRORS SAFE FLEET BUS & RAIL U.S.A. 0.11% EXTRUSIONS HYDRO EXTRUSION USA, LLC U.S.A. 0.45% FABRICATIONS-BAYFAB METALS BAYFAB METALS INC U.S.A. 0.93% FABRICATIONS-DETENTION DEVICES DETENTION DEVICE SYSTEMS U.S.A. 0.32% FABRICATIONS-DIE & TOOL PRODUCTS DIE & TOOL PRODUCTS, INC U.S.A. 0.81% FABRICATIONS-EAST BAY MACHINE EAST BAY MACHINE U.S.A. 0.67% FABRICATIONS-GCM G C M U.S.A. 1.49% FABRICATIONS-HOGAN MANUFACTURING HOGAN MFG. INC. U.S.A. 4.05% FABRICATIONS-IMPERIAL FABRICATORS IMPERIAL FABRICATORS U.S.A. 0.68% FABRICATIONS-RON NUNES RON NUNES ENTERPRISES U.S.A. 0.88% FLOORING KIT ALTRO/COMPASS FLOORING U.S.A. 0.10% FRONT AND REAR AXLE ASSEMBLIES MERITOR AUTOMOTIVE U.S.A. 2.08% FRONT AND REAR BUMPER ASSEMBLIES DYNATECH RO-LAB INC. U.S.A. 0.30% FRONT CAP MC CLARIN PLASTICS LLC U.S.A. 0.43% HEATER ASSEMBLIES MOBILE CLIMATE CONTROL U.S.A. 0.27% INTELLIGENT VEHICLE SYSTEM CLEVER DEVICES LTD U.S.A. 4.02% INTERIOR LIGHTING KIT I/O CONTROLS CORPORATION U.S.A. 0.47% MISCELLANEOUS-I/O CONTROLS I/O CONTROLS CORPORATION U.S.A. 0.48% PASSENGER SEAT ASSEMBLIES AMERICAN SEATING U.S.A. 2.53% PIPING & TUBING SF TUBE U.S.A. 1.50% RADIATOR AND CHARGE AIR COOLER MODINE MANUFACTURING COMPANY U.S.A. 0.51% REAR CAP ASSEMBLY PERFORMANCE COMPOSITES U.S.A. 0.11% REAR SUSPENSION HENDRICKSON USA L.L.C. U.S.A. 0.30% ROOF SKIN CRANE COMPOSITES U.S.A. 0.08% TIRES MICHELIN NORTH AMERICA U.S.A. 0.48% VIDEO SURVEILLANCE SYSTEM APOLLO VIDEO TECHNOLOGY U.S.A. 1.14% WHEELCHAIR RAMP LIFT-U U.S.A. 0.94% WHEELWELL COVERS MC CLARIN PLASTICS LLC U.S.A. 0.17% WINDOW ASSEMBLIES RICON - WINDOWS U.S.A. 1.44% SPECIFICALLY IDENTIFIED U.S. COMPONENTS AS A % OF TOTAL MATERIALS 75.78% FINAL ASSEMBLY - ALL VEHICLE ASSEMBLY OPERATIONS, STARTING WITH THE UNDERSTRUCTURE THROUGH TO FINAL ROAD TEST ARE DONE IN LIVERMORE, CA GILLIG U.S.A. 100.00% 28-Jul-20 GILLIG IS ONE OF THE MOST "AMERICAN" BUS MANUFACTURERS IN THE WORLD. Gillig is 100% U.S. owned and operated. ALL OF OUR FACILITIES are located in the U.S.A. ALL OF OUR MANUFACTURING is done in the U.S.A. and we have a policy that stresses the use of products produced in the U.S.A. We certify full compliance with the FTA's "Buy America" regulations (Section 49 CFR Part 663) and submit the following abbreviated listing as evidence of this compliance. THIRTY-FIVE FOOT ELECTRIC LOW FLOOR TRANSIT BUSES (QTY: 2, SN: TBD, BID/CONTRACT# State of Virginia - IFB #2712) CITY OF FORT COLLINS (TRANSFORT) FT, COLLINS, CO PRE-AWARD BUY AMERICA CERTIFICATE U.S. Department Of Transportation Federal Transit Administration October 14, 2020 Chris Turner, DBELO Gillig, LLC 451 Discovery Drive Livermore, CA Re: TVM DBE Goal Concurrence/Certification Letter – Fiscal Year 2021 Dear Mr. Turner: This letter is to inform you that the Federal Transit Administration’s (FTA) Office of Civil Rights has received Gillig, LLC’s Disadvantaged Business Enterprise (DBE) goal and methodology for FY 2021 for the period of October 1, 2020–September 30, 2021. This goal submission is required by the U.S. Department of Transportation’s DBE regulations at 49 CFR Part 26 and must be implemented in good faith. We have reviewed your firm’s FY 2021 DBE goal and determined that it complies with DOT’s DBE regulations. Your firm is eligible to bid on FTA-funded transit contracts. This letter or a copy of the TVM listing on FTA’s website may be used to demonstrate your firm’s compliance with DBE requirements when bidding on federally funded vehicle procurements. FTA reserves the right to remove/suspend this concurrence if your DBE program or FY 2021 DBE goal is not implemented in good faith. In accordance with this good faith requirement, you must submit your DBE Uniform Report to FTA by December 1, 2020. This report should reflect all FTA-funded contracting activity for the second period of FY 2020 (i.e., from April 1 to September 30). Also note that your FY 2022 DBE goal methodology must be submitted to FTA by August 1, 2021. Any significant updates to the program plan must be submitted to FTA as they occur. If you have any questions, please contact the FTA DBE Team via email at FTATVMSubmissions@dot.gov. Sincerely, John Day Program Manager Office of Civil Rights Headquarters East Building, 5th Floor – TCR 1200 New Jersey Avenue, SE Washington, DC 20590 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DBE/MBE CERTIFICATION DISADVANTAGED/MINORITY BUSINESS ENTERPRISE (DBE/MBE) CERTIFICATION GILLIG LLC, 451 Discovery Drive, Livermore California 94551, hereby certifies that GILLIG LLC has complied with the requirements of 49 CFR Part 26 of the Transportation Assistance Act of 1982, and submitted the required documents to the Federal Transit Administration (FTA). The FTA advised that GILLIG has obtained 49 C.F.R. Part 26.49 certification and we are eligible to bid on federally funded contracts in FY2020. Transit customers may call the FTA for verification. BRITNEY BERRY FEDERAL TRANSIT ADMINISTRATION Office of Civil Rights 1200 New Jersey Avenue SE Washington, DC 20590 Phone: 202-366-1065 E-mail: britney.berry@dot.gov GILLIG LLC By: JOSEPH POLICARPIO Title: VICE PRESIDENT SALES Date: AUGUST 17, 2020 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 CER 8.7 DBE Approval Certification I hereby certify that the Proposer has complied with the requirements of 49 CFR 26, Participation by Disadvantaged Business Enterprises in DOT Programs, and that its goals have not been disapproved by the Federal Transit Administration. Name and title of the Proposer’s authorized official: ________________________________________________________________________________________________________________________ Authorized signature Date 253 JOSEPH POLICARPIO, VICE PRESIDENT SALES AUGUST 17, 2020 REFERENCE OUR ATTACHED CERTIFICATION. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 CER 8.5 Lobbying Certification This form is to be submitted with an offer exceeding $100,000. The Proposer certifies, to the best its knowledge and belief, that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of a federal department or agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of the U.S. Congress in connection with the awarding of any federal Contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification thereof. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal Contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instruction, as amended by “Governmentwide Guidance for New Restrictions on Lobbying,” 61 Fed. Reg. 1413 (1/19/96). 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, USC § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. THE PROPOSER, _____________________________________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE PROPOSER UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 USC §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY. Name of the bidder or Proposer’s authorized official: ______________________________________________________ Title: _________________________________________________________________________________________________ ___________________________________________________________________________________________________________________________________ Signature Date Per paragraph 2 of the included form Lobbying Certification, add Standard Form–LLL, “Disclosure Form to Report Lobbying,” if applicable. 251 GILLIG LLC JOSEPH POLICARPIO VICE PRESIDENT SALES AUGUST 17, 2020 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 ALTOONA BUS TEST CERTIFICATION 3-2019 ALTOONA BUS TEST CERTIFICATION This is to certify that the bus model proposed for your procurement complies with the bus testing regulations required by the Surface Transportation and Uniform Relocation Assistance Act of 1987 as defined in the Interim Final Rulemaking (IFR) by the FTA in the Federal Register 49 CFR Part 665, dated July 28, 1992 and the Final Rule in the Federal Register 49 CFR part 665, dated August 1, 2016. This statement means that the proposed vehicle complies with one or more of the clauses below, as required by the above IFR: • was in mass transportation service prior to September 30, 1988, or • is the same vehicle model that has been previously tested in PTI (Altoona), and that • any new component(s) has (have) been tested at PTI (Altoona), or • the installation of any new component(s) did not result in significant structural modification to the vehicle; or • the installation of the component(s) did not result in a significant change in the data obtained from previous testing of the vehicle model. • is a new bus model or a bus produced with a major change in components or configuration and shall provide a copy of the final test report to the recipient prior to the recipient’s final acceptance of the first vehicle. GILLIG LLC By: JOSEPH POLICARPIO Title: VICE PRESIDENT SALES Date: AUGUST 17, 2020 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 CER 8.6 Certificate of Compliance with Bus Testing Requirement The undersigned certifies that the vehicle offered in this procurement complies and will, when delivered, comply with 49 USC § 5323(c) and FTA’s implementing regulation at 49 CFR Part 665 according to the indicated one of the following three alternatives. Mark one and only one of the three blank spaces with an “X.” 1. _____ The buses offered herewith have been tested in accordance with 49 CFR Part 665 on _____________ (date). If multiple buses are being proposed, provide additional bus testing information below or on attached sheet. The vehicles being sold should have the identical configuration and major components as the vehicle in the test report, which must be submitted with this Proposal. If the configuration or components are not identical, then the manufacturer shall provide with its Proposal a description of the change and the manufacturer’s basis for concluding that it is not a major change requiring additional testing. If multiple buses are being proposed, testing data on additional buses shall be listed on the bottom of this page. 2. _____ The manufacturer represents that the vehicle is “grandfathered” (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), and submits with this Proposal the name and address of the recipient of such a vehicle and the details of that vehicle’s configuration and major components. 3. _____ The vehicle is a new model and will be tested and the results will be submitted to the Agency prior to acceptance of the first bus. The undersigned understands that misrepresenting the testing status of a vehicle acquired with federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation’s regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Company name: Name and title of the Proposer’s authorized official: ________________________________________________________________________________________________________________________ Authorized signature Date 252 X GILLIG LLC JOSEPH POLICARPIO AUGUST 17, 2020 REFERENCE OUR ATTACHED CERTIFICATION. GILLIG’S BATTERY ELECTRIC BUS IS A NEW BUS MODEL OR A BUS PRODUCED WITH A MAJOR CHANGE IN COMPONENTS OR CONFIGURATION. GILLIG’S BATTERY ELECTRIC BUS, BASED ON GILLIG’S PROVEN LOW FLOOR PLATFORM, IS CURRENTLY UNDERGOING ALTOONA TESTING. IF GILLIG IS THE SUCCESSFUL PROPOSER, WE WILL PROVIDE A COPY OF THE FINAL TEST REPORT TO THE AGENCY PRIOR TO ACCEPTANCE OF THE FIRST BUS. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 CER 8.2 Debarment and Suspension Certification for Prospective Contractor Primary covered transactions must be completed by Proposer for contract value over $25,000. Choose one alternative: □ – The Proposer, [insert name], certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or Contract under a public transaction; violation of federal or state antitrust statutes or commission or embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in Paragraph 2 of this certification; and 4. Have not within a three-year period preceding this Proposal had one or more public transactions (federal, state or local) terminated for cause or default. OR □ – The Proposer is unable to certify to all of the statements in this certification, and attaches its explanation to this certification. (In explanation, certify to those statements that can be certified to and explain those that cannot.) The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § Sections 3801 are applicable thereto. – Executed in [insert city and state]. Name: ________________________________________________________________________________________________________________________ Authorized signature Date 248 LIVERMORE, CA JOSEPH POLICARPIO, VICE PRESIDENT SALES AUGUST 17, 2020 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 FMVSS CERTIFICATION FEDERAL MOTOR VEHICLE SAFETY STANDARDS CERTIFICATION This is to certify that the GILLIG transit bus model(s) proposed, complies (comply) with all applicable Federal Motor Vehicle Safety Standard as required by the F.T.A. and the D.O.T., and described in Title 49 CFR Chapter V, part 571-FMVSS, last revised on October 1, 1998. GILLIG LLC By: JOSEPH POLICARPIO Title: VICE PRESIDENT DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 SAM Search Results List of records matching your search for : Search Term : gillig llc* Record Status: Active ENTITY Gillig LLC Status: Active DUNS: 066557182 +4: CAGE Code: 79954 DoDAAC: Expiration Date: 01/29/2021 Has Active Exclusion?: No Debt Subject to Offset?: No Address: 451 DISCOVERY DR City: LIVERMORE State/Province: CALIFORNIA ZIP Code: 94551-9534 Country: UNITED STATES October 07, 2020 11:49 AM https://www.sam.gov Page 1 of 1 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 10/7/2020 View Details - Entity Overview | System for Award Management https://sam.gov/SAM/pages/public/entitySearch/entitySearchEntityOverview.jsf 1/1 IBM-P-20200814-1154 WWW3 Search Records Data Access Check Status About Help Disclaimers Accessibility Privacy Policy FAPIIS.gov GSA.gov/IAE GSA.gov USA.gov ALERT: Due to internal CAGE maintenance, CAGE will be unavailable on Wednesday October 7, 2020 @ 7:00 PM - 9:00 PM (ET). ALERT: SAM.gov will be down for scheduled maintenance Saturday, 10/10/2020 from 8:00 AM to 3:00 PM. Entity Dashboard Entity Overview Entity Registration Core Data Assertions Reps & Certs POCs Exclusions Active Exclusions Inactive Exclusions Excluded Family Members This is a U.S. General Services Administration Federal Government computer system that is "FOR OFFICIAL USE ONLY." This system is subject to monitoring. Individuals found performing unauthorized activities are subject to disciplinary action including criminal prosecution. Login.gov FAQs A NEW WAY TO SIGN IN - If you already have a SAM account, use your SAM email for login.gov. Log In Gillig LLC DUNS: 066557182 CAGE Code: 79954 Status: Active 451 DISCOVERY DR LIVERMORE, CA, 94551-9534 , UNITED STATES Entity Registration Summary Name: Gillig LLC Business Type: Business or Organization Last Updated By: Simon Wu Registration Status: Active Activation Date: 01/30/2020 Expiration Date: 01/29/2021 Exclusion Summary Active Exclusion Records? No Expiration Date: 01/29/2021 Purpose of Registration: All Awards Entity Overview DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement EXHIBIT F FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES TABLE OF CONTENTS NO GOVERNMENT OBLIGATION TO THIRD PARTIES PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS ACCESS TO RECORDS AND REPORTS FEDERAL CHANGES CIVIL RIGHTS REQUIREMENTS INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ENERGY CONSERVATION REQUIREMENTS TERMINATION GOVERNMENT-WIDE DEBARMENT AND SUSPENSION – SEE EXHIBIT E BUY AMERICA REQUIREMENTS – SEE EXHIBIT E BREACHES AND DISPUTE RESOLUTION LOBBYING – SEE EXHIBIT E CLEAN AIR CLEAN WATER REQUIREMENTS CARGO PREFERENCE REQUIREMENTS FLY AMERICA REQUIREMENTS CONTRACT WORK HOURS AND SAFETY STANDARDS ACT TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS CHARTER BUS REQUIREMENTS SCHOOL BUS REQUIREMENTS DRUG AND ALCOHOL TESTING DISADVANTAGED BUSINESS ENTERPRISE (DBE) – SEE EXHIBIT E ADA ACCESS CONFORMANCE WITH ITS NATIONAL ARCHITECTURE BUS TESTING – SEE EXHIBIT E PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS – SEE EXHIBIT E CITY OF FORT COLLINS BID PROTEST PROCEDURES DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307) Program Fraud and False or Fraudulent Statements or Related Acts. 1. 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 or 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 extent the Federal Government deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement ACCESS TO RECORDS AND REPORTS (49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17) Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) None Those imposed on state pass thru to Contractor None None None None b. Contracts above $100,000/Capital Projects None unless1 non-competitive award Yes, if non- competitive award or if funded thru2 5307/5309/5311 None unless non-competitive award None unless non-competitive award None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) Yes3 Those imposed on state pass thru to Contractor Yes Yes Yes Yes b. Contracts above $100,000/Capital Projects Yes3 Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a) City of Fort Collins – Battery-Powered Electric Bus Agreement color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. 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 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. d) Special DOL EEO Clause - In addition to the foregoing, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), the Recipient agrees to comply, and assures that each Third Party Participant will comply, with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement chapter 60, and (b) Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, “Amending Executive Order 11246, Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note. 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. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA Circular 4220.1F) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. ENERGY CONSERVATION REQUIREMENTS (42 U.S.C. 6321 et seq. 49 CFR Part 18) Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. TERMINATION (49 U.S.C. Part 18 FTA Circular 4220.1F) a. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement b. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. c. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. d. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). GOVERNMENT-WIDE DEBARMENT AND SUSPENSION – SEE EXHIBIT E 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 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 the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, 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 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. BUY AMERICA REQUIREMENTS – SEE EXHIBIT E (49 U.S.C. 5323(j) 49 CFR Part 661) Buy America - The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. BIDDER MUST SIGN ONE (1) OF THE FOLLOWING: Certification requirement for procurement of steel, iron, or manufactured products. Certification requirement for procurement of buses, other rolling stock and associated equipment. Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date ___________________________________________________________________ Signature _______________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ Certificate of Non-Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 CFR 661.7. Date ___________________________________________________________________ DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 11/13/2020 GILLIG LLC VICE PRESIDENT, SALES City of Fort Collins – Battery-Powered Electric Bus Agreement Signature _______________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ BREACHES AND DISPUTE RESOLUTION (49 CFR Part 18FTA Circular 4220.1F) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. LOBBYING – SEE EXHIBIT E (31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20) Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-- DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, ________________ ___, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date CLEAN AIR (42 U.S.C. 7401 et seq, 40 CFR 15.61, 49 CFR Part 18) Clean Air - (1) 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 Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) 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. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement CLEAN WATER REQUIREMENTS (33 U.S.C. 1251) Clean Water - (1) 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 Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) 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. CARGO PREFERENCE REQUIREMENTS (46 U.S.C. 1241 , 46 CFR Part 381) Cargo Preference - Use of United States-Flag Vessels - The contractor agrees: 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 leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of- lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. FLY AMERICA REQUIREMENTS (49 U.S.C. § 40118, 41 CFR Part 301-10) 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 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement 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. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Contract Work Hours and Safety Standards (1) 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. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor 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 paragraph (1) of this section, 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 paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee) 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 paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of 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 paragraphs (1) through (4) of this section. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (49 U.S.C. § 5310, § 5311, and § 5333 29 CFR Part 215) Transit Employee Protective Provisions. (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. CHARTER BUS REQUIREMENTS (49 U.S.C. 5323(d), 49 CFR Part 604) Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. SCHOOL BUS REQUIREMENTS (49 U.S.C. 5323(F), 49 CFR Part 605) School Bus Operations - Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. DRUG AND ALCOHOL TESTING (49 U.S.C. §5331, 49 CFR Parts 653 and 654) Drug and Alcohol Testing Option 1 The contractor agrees to: (a) participate in (grantee's or recipient's) drug and alcohol program established in compliance with 49 CFR 653 and 654. Drug and Alcohol Testing Option 2 The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of (name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement The contractor agrees further to certify annually its compliance with Parts 653 and 654 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. Drug and Alcohol Testing Option 3 The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of (name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its compliance with Parts 653 and 654 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. The Contractor agrees further to [Select a, b, or c] (a) submit before (insert date or upon request) a copy of the Policy Statement developed to implement its drug and alcohol testing program; OR (b) adopt (insert title of the Policy Statement the recipient wishes the contractor to use) as its policy statement as required under 49 CFR 653 and 654; OR (c) submit for review and approval before (insert date or upon request) a copy of its Policy Statement developed to implement its drug and alcohol testing program. In addition, the contractor agrees to: (to be determined by the recipient, but may address areas such as: the selection of the certified laboratory, substance abuse professional, or Medical Review Officer, or the use of a consortium). DISADVANTAGED BUSINESS ENTERPRISE (DBE) – SEE EXHIBIT E (49 CFR Part 26) Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 3%. See Exhibit E for DBE Certification. b. The 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 this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement of this contract, which may result in the termination of this contract or such other remedy as the City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. The requirements of this paragraph c stated below have been documented in Exhibit E and no additional or separate reports will be required to be submitted by Bidder/offeror unless there is a material change in such DBE/MBE certification status. Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following concurrent with and accompanying sealed bid: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. Bidders must present the information required above as a matter of responsiveness (see 49 CFR 26.53(3)). The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the City of Fort Collins. In addition, the contractor may not hold retainage from its subcontractors and is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. e. The contractor must promptly notify the City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the City of Fort Collins. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement ADA ACCESS Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq. and DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 CFR Part 37; and Joint ATBCB/DOT regulations, “Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB’s “Americans with Disabilities Act Accessibility Guidelines” (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. BUS TESTING – SEE EXHIBIT E Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS The undersigned [Contractor/Manufacturer] certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date: __________________________________________________________________ Signature: _______________________________________________________________ Company Name: _________________________________________________________ Title: ___________________________________________________________________ PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS – SEE EXHIBIT E - Buy America certification is mandated under FTA regulation, "Pre-Award and Post- Delivery Audits of Rolling Stock Purchases," 49 C.F.R. 663.13. -- Specific language for the Buy America certification is mandated by FTA regulation, "Buy America Requirements--Surface Transportation Assistance Act of 1982, as amended," 49 C.F.R. 661.12, but has been modified to include FTA's Buy America requirements codified at 49 U.S.C. A 5323(j). Pre-Award and Post-Delivery Audit Requirements - The Contractor agrees to comply with 49 U.S.C. § 5323(l) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: (1) Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self-certification sticker information that the vehicle complies DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 City of Fort Collins – Battery-Powered Electric Bus Agreement with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. BUY AMERICA CERTIFICATE OF COMPLIANCE WITH FTA REQUIREMENTS FOR BUSES, OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT (To be submitted with a bid or offer exceeding the small purchase threshold for Federal assistance programs, currently set at $100,000.) Certificate of Compliance The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 C.F.R. 661.11: Date: __________________________________________________________________ Signature: _______________________________________________________________ Company Name: _________________________________________________________ Title: ___________________________________________________________________ Certificate of Non-Compliance The bidder hereby certifies that it cannot comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, but may qualify for an exception to the requirements consistent with 49 U.S.C. Sections 5323(j)(2)(B) or (j)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation Assistance Act, as amended, and regulations in 49 C.F.R. 661.7. Date: __________________________________________________________________ Signature: _______________________________________________________________ Company Name: _________________________________________________________ Title: ___________________________________________________________________ CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130777051513167400307537510673671103075772734235777210767151423046621207324111170172130076727242035772000777777707000707007 7777777707070700073525677115456000736111552076102007331500574331565077714441613730320757373630657301107526773742423011070232273521731110702233635307311107123336352073110077756163351765540777777707000707007 Certificate No : 570084947652 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/12/2020 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Cincinnati OH Office 8044 Montgomery Road Suite 405 Cincinnati OH 45236-2919 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED INSURER A: Everest National Insurance Co 10120 INSURER B: Everest Premier Insurance Company 16045 INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.): (800) 363-0105 CONTACT NAME: GILLIG LLC 451 Discovery Drive Livermore CA 94551 USA COVERAGES CERTIFICATE NUMBER: 570084947652 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER AGENCY NAMED INSURED See Certificate Numbe See Certificate Numbe 570084947652 570084947652 Aon Risk Services Northeast, Inc. 570000073126 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # GILLIG LLC TYPE OF INSURANCE POLICY NUMBER LIMITS WORKERS COMPENSATION B RM8WC00026201 10/01/2020 10/01/2021 FL, ME, NJ N/A ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $300,000 Excluded $5,000,000 $5,000,000 $5,000,000 A 10/01/2020 10/01/2021 SIR applies per policy terms & conditions RC8GL00126201 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X X BODILY INJURY (Per accident) A $3,000,000 10/01/2020 10/01/2021 GKLL $1,000,000 COMBINED SINGLE LIMIT (Ea accident) RM8CA00014-201 Garage Keepers Liability EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER B 10/01/2020 10/01/2021 PER STATUTE AOS B RM8WC00027201 10/01/2020 10/01/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N N / A Retro WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 RM8WC00024201 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Purchase of (2) 35' 12 year, low floor battery-powered electric transit buses using the Commonwealth of Virginia Contract No. E194-81688 MA6462. City of Fort Collins Colorado, its officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION City of Fort Collins Colorado AUTHORIZED REPRESENTATIVE PO Box 580 Fort Collins CO 80522 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 2 49 CFR 633.17 3 18 CFR 18.36 (i) FEDERAL CHANGES (49 CFR Part 18) Federal Changes - 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 Purchaser 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. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Civil Rights - The following requirements apply to the underlying contract: 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533 ADD BIG GULP CUP HOLDER $60.00 ADD WASTE CONTAINER HOLDER AND CONTAINER $153.00 ADD OPTICOM 792T SYSTEM $1,359.00 BASE FAREBOX PRE-WIRE INCL ADD FAREBOX GUARD $203.00 ADD GLOBE 600090 TRANSFER CUTTER $77.00 ADD CURB SIDE PACKAGE RACK $187.00 CHANGE REMOTE SAFE FLEET MIRRORS W/ HEAT $259.00 CHANGE FROM BASE OF (1) PAINT COLOR TO (4) PAINT COLOR $5,250.00 ADD GRAPHICS (BUDGETARY) $5,000.00 BASE ALTRO FLOORING W/ FULL COMPOSITE SUB-FLOOR INCL BASE 24 UNIT FIRST AID KIT INCL BASE BLOOD BORNE PATHOGENS KIT INCL PRICE SUMMARY 7/10/2020 Ft. COLLINS, CO OFF COMMONWEALTH OF VIRGINIA (2) 35' LOW FLOOR PLUS BATTERY ELECTRIC BUSES SERIAL NUMBER: TBD Page 1 of 2 DocuSign Envelope ID: 791B8B2D-49B4-4053-AD56-9478917E5533