Search

33. Correction of Work. The Seller shall promptly correct work rejected by the
City as failing to conform to the requirements of the Contract Documents. The Seller shall
bear the cost of correcting such rejected work. In addition to the Seller’s other obligations
including warranties under the Contract, the Seller shall, for a period of one year after final
acceptance, correct work not conforming to the requirements of the Contract Documents.
If the Seller fails to correct nonconforming work within a reasonable time, the City may
correct it and the Seller shall reimburse the City for the cost of the correction.

34, Ownership of Documents. The City and FTA will become owners of all documents prepared
by the Seller upon payment for same by City, except any documents which may be protected by
patent, lease or other written documents which provides proof of ownership.

IN WITNESS WHEREOF, the parties hereto have executed this Contract.

SELLER
Dated: , 2017 By
Name:
Title:
Duly Authorized
CITY OF NASHUA
Dated: , 2017 By:

James W. Donchess, Mayor
Duly Authorized

Exhibit A

Low Floor Cutaway Vans - Final Costs

DATTCO cost per Van

Multi-Media System and
Monitor

Total Cost per Van

$124,897

$1,568

$126,465

Cost of 6 Vans

$758,790

Exhibit B

Insurance

The insurance requirement specified in this section shall apply to Contractor and any
subcontractors, suppliers, temporary workers, independent contractors, leased employees,
or any other persons, firms or corporations that Contractor authorizes to work under this
Contract (Hereinafter collectively referred to as “Agents”). Contractor is required to
procure and maintain at its sole cost and expense the insurance coverages subject to all of
the requirements set forth below. Contractor is also required to assess the risks associated
with the work to be performed by Agents under subcontract and to include in every
subcontract the requirement that the Agent maintain adequate insurance coverages with
appropriate limits and endorsements to cover risks; the limit for the commercial general
liability insurance in each subcontract shall not be less than $1 million. Such insurance
shall remain in full force and effect throughout the term of this Contract. To the extent that
any Agent does not procure and maintain such insurance coverage, Contractor shall be
responsible for said coverage and assume any and all costs and expenses that may be
incurred in securing said coverage or fulfilling Contractor’s indemnity obligation as to
itself or any of its Agents in the absence of coverage. In the event Contractor or its Agents
procure excess or umbrella coverage to maintain certain requirements outlined below, these
policies shall also satisfy all specified endorsements and stipulations, including provisions
that the Contractor’s insurance be primary without any right of contribution from the City
of Nashua. Prior to beginning work under this contract, Contractor shall provide the City
of Nashua with satisfactory evidence of compliance with the insurance requirement of this
section.

1. Types of Insurance
Workers’ Compensation and Employers’ Liability Insurance

a. Workers’ Compensation with Statutory Limits as required by law.
b. Employer’s Liability coverage with minimum limits of $1 million.
c. Such insurance shall include the following endorsement as further
detailed in the Endorsements Section below:
e Waiver of Subrogation in the Endorsement Section.

Commercial General Liability Insurance for bodily injury and property

damage coverage
with a combined single limit for bodily injury and property damage of at

least $1 million.
Such insurance shall cover all of Contractor’s operations both at and away

from the
project site.
a. The insurance shall include coverage for, but not be limited to:

Premises and operations.

Contractual liability.

Personal injury.

Advertising injury.

Explosion, collapse, and underground coverage (xcu).
Broad form property coverage.

b. Such insurance shall include the following endorsements as further
detailed in the Endorsements Section below:

Additional Insured.

Cross Liability or Severability of Interests Clause.

Primary and Non-Contributory wording.

Waiver of Subrogation.

Product Liability for products and completed operations coverage of at least
$10 million for a period of five (5) years after acceptance of the last bus
delivered under this contract.

Business Automobile Liability Insurance providing bodily injury and
property damage with combined single limit of at least $5 million per
occurrence.
a. This insurance shall include coverage for, but not be limited to:
e All Owned vehicles.
e Non-owned vehicles.
e Hired or rental vehicles.
b. Such insurance shall include the following endorsements as further
detailed in the Endorsements Section below: .
e Additional insured.
e Primary and Non-Contributory wording.
e Waiver of Subrogation.

Property Insurance Property and/or transit insurance, whichever is
applicable, with Special Form coverage including theft but excluding
earthquake, with limits at least equal

to the replacement cost of the property described below.

a. The insurance shall include coverage for, but not be limited to:
e Contractor’s own business personal property and equipment
to be used in performance of this Contract.
e Materials or property to be purchased and/or installed on
behalf of the City of Nashua, if any.
e Debris removal.
e Builders’ risk for property in the course of construction.
b. Such insurance shall include the following endorsement as further
detailed in the Endorsements Section below:
e Waiver of Subrogation.

2. Endorsements
Additional Insured The referenced policies and any Excess or Umbrella
policies shall include as Additional Insureds the City of Nashua and its directors,
officers, employees, volunteers and agents while acting in such capacity, and their
successors or assignees, as _ they now, or as they may hereafter be constituted,
singly, jointly or severally.

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs,

21.

negatives or other documents, data, drawings or other materials, including but not limited
to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or
supplied to Professional Engineer in the performance of its obligations under this contract
shall be the exclusive property of the City of Nashua and all such materials shall be remitted
and delivered, at Professional Engineer's expense, by Professional Engineer to the City of
Nashua upon completion, termination, or cancellation of this contract. Alternatively, if the
City of Nashua provides its written approval to Professional Engineer, any books, reports,
studies, photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic,
digital) prepared by or supplied to Professional Engineer in the performance of its
obligations under this contract must be retained by Professional Engineer for a minimum
of four years after final payment is made and all other pending matters are closed. If, at
any time during the retention period, the City of Nashua, in writing, requests any or all of
the materials, then Professional Engineer shall promptly remit and deliver the materials, at
Professional Engineer's expense, to the City of Nashua. Professional Engineer shall not
use, willingly allow or cause to have such materials used for any purpose other than the
performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Engineer (including those remitted to the City of Nashua by Professional
Engineer pursuant to paragraph 20), unless designated as confidential by a specific statue
of the State of New Hampshire, shall be treated as public records and shall be available for
inspection and copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to Professional Engineer in the
performance of its obligations under this contract shall be the subject of any application for
a copyright or patent by or on behalf of Professional Engineer. The City of Nashua shall
have the right to reproduce any such materials.

Professional Engineer expressly and indefinitely waives all of its rights to bring, including
but not limited to, by way of complaint, interpleader, intervention, or any third party
practice, any claims, demands, suits, actions, judgments, or executions, for damages or any
other relief, in any administrative or judicial forum, against the City of Nashua or any of
its officers or employees, in either their official or individual capacity of the City of
Nashua, for violations of or infringement of the copyright or patent laws of the United
States or of any other nation. Professional Engineer agrees to indemnify, to defend, and to
hold harmless the City of Nashua, its representatives, and employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Professional Engineer infringes any copyright or that any equipment, material,
or process (or any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to

GC 10 of 13

Waiver of Subrogation The referenced policies and any Excess or Umbrella
policies shall contain a waiver of subrogation in favor of the City of Nashua and
its officers, directors, employees, volunteers and agents while acting in such
capacity, and their successors and _ assignees, as they now, or as they may
hereafter be constituted , singly, jointly or severally.

Primary Insurance The referenced policies and any Excess or Umbrella
policies shall indicate that they are primary to any other insurance and the
insurance company(ies) providing such policy(ies) shall be liable thereunder
for the full amount of any loss or claim, up to and including the total limit of
liability, without right of contribution from any of the insurance affected or which
may be affected by the City of Nashua.

Severability of Interests or Cross Liability The referenced policies and any
Excess or Umbrella policies shall contain either a Cross Liability endorsement
or Severability of Interest Clause and stipulate that inclusion of the City of
Nashua as an Additional Insured shall not in any way affect the City of
Nashua’s rights either as respects any claim, demand, suit or judgment made,
brought or recovered against the Contractor. Said policy — shall protect Contractor
and the City of Nashua in the same manner as though a separate _ policy had been
issued to each, but nothing in said policy shall operate to increase the

insurance company’s liability as set forth in its policy beyond the amount or
amounts shown or to which the insurance company would have been liable if
only one interest had been named as an insured.

Evidence of Insurance

All Coverages — Prior to commencing work, Contractor shall provide the
City of Nashua with a certificate of insurance evidencing coverage, and upon
request, a certified duplicate original of the policy. The certificate shall also
show that the Contractor’s _ policy(ies) will not be cancelled or coverage altered
without 30 days prior written notice to the City of Nashua.

General Provisions

Notice of Cancellation -- The policies shall provide that the Contractor’s
policies will not be cancelled or have limits reduced or coverage altered
without 30 days prior written notice to the City of Nashua.

Acceptable Insurers ~ All policies will be issued by insurers with a Best’s
Rating of A- 10 or better.

Self-Insurance — Upon evidence of financial capacity satisfactory to the City
of Nashua and Contractor’s agreement to waive subrogation against the City of
Nashua respecting any and all claims that may arise, Contractor’s obligation
hereunder may be satisfied in whole or in part by adequately funded self-
insurance.

Failure to Maintain Insurance — All insurance specified above shall remain
in force until all work to be performed is satisfactorily completed and the work

has been formally accepted. The failure to procure or maintain required
insurance and/or an adequately funded self-insurance program will constitute
a material breach in of this Contract.

Occurrence Coverage — Insurance shall be provided on an occurrence basis and not
a claim-made basis.

Deductibles and Retentions — Contractor shall be responsible for payment of
any deductible or retention on Contractor’s policies without right of contribution
from the City of Nashua.

EXHIBIT C —- FTA CLAUSES

REQUIRED CONTRACT FEDERAL CLAUSES

Fly America Requirements

Applicability — all contracts involving transportation of persons or property, by air between
the U.S. and/or places outside the U.S. These requirements do not apply to micro-
purchases ($3,500 or less, except for construction contracts over $2,000).

Contractor shall comply with 49 USC 40118 (the “Fly America” Act) in accordance with
General Services Administration regulations 41 CFR 301-10, stating that recipients and
subrecipients of Federal funds and their contractors are required to use US Flag air carriers
for US Government-financed international air travel and transportation of their personal
effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act. Contractor shall submit,
if a foreign air carrier was used, an appropriate certification or memorandum adequately
explaining why service by a US flag air carrier was not available or why it was necessary _
to use a foreign air carrier and shall, in any event, provide a certificate of compliance with
the Fly America requirements. Contractor shall include the .requirements of this section in
all subcontracts that may involve international air transportation.

Buy America Requirements (Rolling Stock)

All contracts greater than $150,000.

The Bidder agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which
provide that Federal funds may not be obligated unless steel, iron, and manufactured
products used in FTA- funded projects are produced in the United States, unless a waiver
has been granted by FTA or the product is subject to a general waiver. General waivers are
listed in 49 C.F.R. 661.7, Separate requirements for rolling stock are set out at 49 U.S.C.
5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States
and have at least a 65% percent domestic content for all rolling stock delivered through FY
19. In FY 20 and beyond, rolling stock must be assembled in the United States and have at
least a 70% percent domestic content.

A. Bidder must submit to NTS the appropriate Buy America certification with all bids
or offers on an FTA funded contracts, except those subject to a general waiver. Bids that
are not accompanied by a completed Buy America certification must be rejected as
nonresponsive. This requirement does not apply to lower tier subcontractors.

Rolling Stock Requirements:

1. Listing of component and subcomponent parts of the coach 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.
B. The Bidder shall submit the following certifications:

1. Evidence that it will be capable of meeting the specifications; and

2. The manufacturer’s Federal Motor Vehicle Safety Standards (FMVSS) self-
certification sticker information that the vehicle complies with the relevant FMVSS or the
manufacturer’s certified statement that the contracted buses will not be subject to FMVSS
regulations.

Bidders are advised to review the specific Buy America Requirements contained in the
regulations at 49 CFR Part 661.

This affidavit must be on the form provided by NTS, which is enclosed with this bid
package

Cargo Preference

Contracts involving equipment, materials or commodities which may be transported by
ocean vessels. These requirements do not apply to micro-purchases ($3,500 or less, except
for construction contracts over $2,000). Contractor shall: a. use privately owned US-Flag
commercial vessels to ship at least 50% 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 US flag commercial vessels; b. furnish within 20
working days following the loading date of shipments originating within the US or within
30 working days following the loading date of shipments originating outside the US, a
legible copy of a rated, "on-board" commercial bill-of-lading in English for each shipment
of cargo described herein to the Division of National Cargo, Office of Market
Development, Maritime Administration, Washington, DC 20590 and to the recipient -
(through contractor in the case of a subcontractor's bill-of-lading.); c. include these
requirements in all subcontracts issued pursuant to this contract when the subcontract
involves the transport of equipment, material or commodities by ocean vessel; d. Requires
Bidder and subcontractors at every tier to use United States-flag air carriers, to the extent
service by these carriers is available. When the contract may involve the international
transportation of goods, equipment, or personnel by air, the contract must. 49 U.S.C. 40118
and 4 CFR Part 52.

Energy Conservation

Contractor shall comply with mandatory standards and policies relating to energy
efficiency, stated in the state energy conservation plan issued in compliance with the
Energy Policy & Conservation Act.

Clean Water

All Contracts and Subcontracts over $150,000

Contractor shall comply with all applicable standards, orders or regulations issued pursuant
to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. Contractor
shall report each violation to the recipient and understands and agrees that the recipient
shall, in turn, report each violation as required to FTA and the appropriate EPA Regional
Office. Contractor shall include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with FTA assistance. The contractor agrees:

A) It will not use any violating facilities;

B) It will report the use of facilities placed on or likely to be placed on the U.S. EPA
“List of Violating Facilities;”

C) It will report violations of use of prohibited facilities to FTA; and

D) It will comply with the inspection and other requirements of the Federal Water
Pollution Control Act as amended, (33 U.S.C 1251-1387).

False Or Misleading Statements

Proposals which contain false or misleading statements, or which provide references which
do not support an attribute or condition claimed by the Bidder, may be rejected. If, in the
opinion of NTS, such information was intended to mislead NTS in its evaluation of the
proposal, and the attribute, condition or capability 1 is a requirement of this proposal, it will
be the basis for rejection of the proposal.

Bus Testing
Contractor [manufacturer] shall comply with 49 USC 5318e) and FTA's implementing

regulation 49 CFR 665,; and shall perform the following:

A. 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
prior to the recipient's final acceptance of the first vehicle.

B. A manufacturer who releases a report under para. 1 above shall provide notice to
the operator of the testing facility that the report is available to the public.
C. 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 the recipient's final
acceptance of the first vehicle. If 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.

D. If the manufacturer represents that the vehicle is "grandfathered" (has been used in
mass transit service in the US before Oct. 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.

This affidavit must be on the form provided by NTS, which is enclosed with this bid
package