Washington State Dept of Transportation 11/28/2017

except applicable state sales or use tax,which may be imposed with respect to the Project Equipment by a duly constituted governmental authority as the result of the CONTRACTOR's use or intended use of the Project Equipment.Required visual and road test inspection fees on vehicles for acceptance and software licensing use fees are eligible for reimbursement. All replacements,repairs,or substitutions of parts or Project Equipment shall be at the cost and expense of the CONTRACTOR. Section 10 Assignments and Subcontracts A. Unless otherwise authorized in advance and in writing by WSDOT,the CONTRACTOR shall not assign any Project Equipment under this AGREEMENT or execute any contract, amendment, or change order thereto pertaining to the Project Equipment, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this AGREEMENT or lease or lend the Project Equipment or any part thereof to be used by anyone not under the CONTRACTOR's direct supervision. B. The CONTRACTOR agrees to include Sections 10 through 23, and Section 29 of this AGREEMENT in each subcontract and in all contracts it enters into for the employment of any individuals,procurement of any incidental goods or supplies,or the performance of any work to be accomplished under this AGREEMENT. It is further agreed that those clauses shall not be modified in any such subcontract,except to identify the subcontractor or other person or entity that will be subject to its provisions. In addition,the following provision shall be included in any advertisement or invitation to bid for any procurement by the CONTRACTOR under this AGREEMENT: Statement of Financial Assistance: "This AGREEMENT is subject to the appropriations of the State of Washington." Section 11 Reports and Use of Project Equipment A. The CONTRACTOR agrees that the Project Equipment shall be used for the provision of transportation service within the area described in the caption space header titled"Service Area,"for the Project Equipment's useful life as set forth in Section 3 —Term of Project of this.AGREEMENT. The CONTRACTOR further agrees that it will not use or permit the use of the Project Equipment in a negligent manner or in violation of any law,or so as to avoid any insurance covering the same,or permit the Project Equipment to become subject to any lien,charge,or encumbrance. Should the CONTRACTOR unreasonably delay or fail to use the Project Equipment during the useful life of the Project Equipment, the CONTRACTOR agrees that it may be required to refund up to the entire amount of the state share expended on the Project. The CONTRACTOR shall immediately notify WSDOT when any Project Equipment is withdrawn from Project use or when Project Equipment is used in a manner substantially different from that identified in Exhibit I, "Scope of Work and Budget." If the Project Equipment is permanently removed from transportation service,the CONTRACTOR agrees to immediately contact WSDOT for instructions regarding the disposal of the Project Equipment. For vehicle purchases only,the CONTRACTOR further understands that the Project Equipment shall be used to provide passenger service levels as described below: 1. A minimum of 100 passenger,revenue service miles per vehicle per week:or 2. A minimum of 100 one-way passenger trips per vehicle per week. B. Reports. The CONTRACTOR shall prepare any required quarterly reports regarding services provided pursuant to this AGREEMENT and other related information as prescribed in WSDOT's Consolidated Grants Program Guidebook, and any amendments thereto, or the Regional Mobility Grants Program Guidebook,and any amendments thereto, whichever is applicable. or as requested by WSDOT. The CONTRACTOR shall keep satisfactory written records with regard to the use of Project Equipment and shall submit the following reports in a format and at such times as prescribed by WSDOT until the useful life of the Project Equipment expires: 1. Reports describing the current usage of Project Equipment include,but are not limited to: a) Project Passenger Trips Provided b) Project Service Hours Provided c) Project Revenue Service Miles Provided d) Asset Management Plan e) Vehicle or Equipment Inventory 2. In the event any portion of the Project Equipment sustains disabling damage as defined in WSDOT's Consolidated Grants Program Guidebook, and any amendments thereto, or the Regional Mobility Grants Program Guidebook, and any amendments thereto, whichever is applicable, and/or triggers drug and alcohol testing, the CONTRACTOR shall notify WSDOT immediately after the occasion of the damage, including the circumstances thereof. GCB2819 Page 4 of 13