R2023-144 Resolution Authorizing Approval of Master Contract, Addendums to the Master Contract Between the State of Washington and Gillig, LLC with Additional State of Illinois Clauses Permitting the City of Decatur to Purchase E-Gen Flex

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9. No LIABILITY. Other than those obligations expressly set forth in this Agreement, including the right of the State of Washington to the Vendor Management Fee,the parties shall have no liability whatsoever to each other with regard to transactions arising out of this Agreement or the Contract. 10. TAXES/FEES. Unless otherwise agreed with Contractor, Purchasing Entity shall pay applicable sales and use taxes imposed by the tax jurisdictions in which purchase delivery occurs. Contractor agrees not make any charge for federal excise taxes and Purchasing Entity shall furnish Contractor with an exemption certificate where appropriate. 11. SCOPE OF PARTICIPATION. Purchasing Entity shall provide Enterprise Services with Purchasing Entity's estimates for purchases under the Contract. Purchasing Entity shall provide timely updates regarding such estimated purchases if there is a material change in such planned purchases. The purchasing estimates are for Enterprise Services' planning purposes in managing and approving purchases on the Contract. Category Estimated Purchases Heavy Duty 5 Light/Medium Duty Double Decker Rebuilt Refurbish Repower 12. APPROVAL PROCESS. Purchasing Entity shall submit purchase information to Enterprise Services for approval of purchases under the Contract. Purchasing Entity shall provide necessary purchase information for each purchase including but not limited to, the final purchase order, the use of FTA funding, FTA grant number, and applicable Department of Transportation contact for approval. Enterprise Services shall include the respective state Department of Transportation for purchasing using FTA funds which require state DOT approval. 13. GENERAL PROVISIONS (a) ENTIRE AGREEMENT. This Agreement Constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations and representations. There are no representations or understandings of any kind not set forth herein. (b) AMENDMENT OR MODIFICATION. Except as set forth herein,this Agreement may not be amended or modified except in writing signed by a duly authorized representative of each party. (c) AUTHORITY. Each party to this Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Agreement and that its execution,delivery,and performance of this Agreement has been fully authorized and approved,and that no further approvals or consents are required to bind such party. (d) ELECTRONIC O IC SIGNATURES. An electronic signature or g electronic record of this Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such other ancillary agreement for all purposes. WASHINGTON STATE TRANSIT BUSES COOPERATIVE PURCHASING AGREEMENT PAGE 4 (Rev 2021-10-01)