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Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part
1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications
Relay Services and Related Customer Premises Equipment for Persons with Disabilities,”
47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information
Technology Accessibility Standards,” 36 C.F.R. part 1194, and (j) FTA regulations,
“Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and (3) Other
applicable Federal civil rights and nondiscrimination guidance,

7. Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The
Recipient agrees to comply with the confidentiality and civil rights protections of: (1) The
Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq., (2)
The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541 et seq., and (3) The Public
Health Service Act, as amended, 42 U.S.C. §§ 290dd — 290dd-2,

8. Access to Services for People with Limited English Proficiency. Except as the
Federal Government determines otherwise in writing, the Recipient agrees to promote _
accessibility of public transportation services to people whose understanding of English is
limited by following: 1) Executive Order No. 13166, “Improving Access to Services for
Persons with Limited English Proficiency,” August 11, 2000, 42 U.S.C. § 2000d-1 note,
and (2) U.S. DOT Notice, “DOT Policy Guidance Concerning Recipients’ Responsibilities
to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005,

9. Environmental Justice. Except as the Federal Government determines otherwise in
writing, the Recipient agrees to promote environmental justice by following: (1) Executive
Order No. 12898, “Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as
well as facilitating compliance with that Executive Order, and (2) DOT Order 5610.2,
“Department of

Transportation Actions To Address Environmental Justice in Minority Populations and
Low-Income Populations,”62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent
and applicable edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance
for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent
with applicable Federal laws, regulations, and guidance, and

10. | Other Nondiscrimination Laws. Except as the Federal Government determines
otherwise in writing, the Recipient agrees to: (1) Comply with other applicable Federal
nondiscrimination laws and regulations, and (2) Follow Federal guidance prohibiting
discrimination.

11. Contractor shall include these requirements in each subcontract financed in whole
or in part with FTA assistance, modified only if necessary to identify the affected parties.

Breaches and Dispute Resolution
All contracts over $100,000.

Dispute Resolution. The parties shall attempt to resolve any dispute related to this
Contract as follows. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the
dispute. No dispute shall be considered submitted and no dispute shall be valid under this
provision unless and until the submitting party has delivered the written statement of its
position and full documentation to the other party.

The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation. Unless otherwise directed by the City, at all times Seller shall continue
performance under the Contract Documents while matters in dispute are being resolved. If
the parties are unable to resolve their dispute as described above within 30 days, the
parties’ reserve the right to pursue any available legal and/or equitable remedies for any
breaches of this contract except as that right may be limited by the terms of this Contract.

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 its employees, agents or others for whose
acts it is legally liable, a claim for damages therefore shall be made in writing to such other
party as soon as practicable after the first observance of such injury or damage.

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.

Disadvantaged Business Enterprise

1. The contractor, subrecipient or subcontractor 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 C.F.R. part 26 in the award and administration of
DOT-assisted contracts. Failure by the contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such
other remedy as the recipient deems appropriate, which may include, but is not limited to:
a. Withholding monthly progress payments;

b. Assessing sanctions;

c. Liquidated damages; and/or

d. Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. §
26.13(b).

2. The contractor shall not discriminate on the basis of race, color, religion, 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 contract. Failure by
the contractor to carry out these requirements is a material breach of this contract, which
may result in the termination of this contract or such other remedy as the municipal
corporation deems appropriate. Each subcontract the contractor signs with a subcontractor
must include the assurance in this paragraph (see 49 CFR 26.13(b)).

3. If a separate contract goal has been established, 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.

4, If no separate contract goal has been established, the successful bidder/offeror will
be required to report its DBE participation obtained through race-neutral means throughout
the period of performance.

5. 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 recipient. In addition, the contractor
may not hold retainage from its subcontractors or must return any retainage payments to
those subcontractors within 30 days after the subcontractor's work related to this contract is
satisfactorily completed or must return any retainage payments to those subcontractors
within 30 days after incremental acceptance of the subcontractor’s work by the recipient
and contractor’s receipt of the partial retainage payment related to the subcontractor’s
work.

6. The contractor must promptly notify the recipient 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 recipient.

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

Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms & Conditions required

by USDOT, whether or not expressly stated in the preceding contract provisions. All
USDOT-required contractual provisions, as stated 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 request that would cause the recipient to be in violation of
FTA terms and conditions.

Other Federal Requirements

1. Full and Open Competition In accordance with 49 U.S.C. § 5325(a) all
procurement transactions shall be conducted in a manner that provides full and open
competition.

2. Prohibition Against Exclusionary or Discriminatory Specifications

Apart from inconsistent requirements imposed by Federal statute or regulations, the
contractor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from
using any FTA assistance to support procurements using exclusionary or discriminatory
specifications.

3. Conformance with ITS National Architecture

Contractor shall conform, to the extent applicable, to the National Intelligent
Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23
U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the
provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed.
Reg.1455 etseq., January 8, 2001, and any other implementing directives FTA may issuc at
a later date, except to the extent FTA determines otherwise in writing.

4, Access Requirements for Persons with Disabilities

Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and
persons with disabilities have the same rights as other persons to use mass transportation
services and facilities and that special efforts shall be made in planning and designing those
services and facilities to implement that policy.

Contractor shall also comply with all applicable requirements of Sec. 504 of the
Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the
basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended,
42 USC 12101 et seq., which requires that accessible facilities and services be made
available to persons with disabilities, including any subsequent amendments thereto.

5. Notification of Federal Participation

To the extent required by law, in the announcement of any third party contract award for
goods and services (including construction services) having an aggregate value of
$500,000 or more, contractor shall specify the amount of Federal assistance to be used in
financing that acquisition of goods and services and to express that amount of Federal
assistance as a percentage of the total cost of the third party contract.

6. Interest of Members or Delegates to Congress
No members of, or delegates to, the US Congress shall be admitted to any share or part of
this contract nor to any benefit arising therefrom.

7. Ineligible Contractors and Subcontractors

Any name appearing upon the Comptroller General’s list of ineligible contractors for
federally-assisted contracts shall be ineligible to act as a subcontractor for contractor
pursuant to this contract. If contractor is on the Comptroller General’s list of ineligible

contractors for federally financed or assisted construction, the recipient shall cancel,
terminate or suspend this contract.

8. Other Contract Requirements

To the extent not inconsistent with the foregoing Federal requirements, this contract shall
also include those provisions attached hereto, and shall comply with the recipient’s
Procurement Guidelines, available upon request from the recipient.

9. Compliance with Federal Regulations

Any contract entered pursuant to this solicitation shall contain the following provisions: All
USDOT-required contractual provisions, as set forth in FTA Circular 4220.1F, are
incorporated by reference.

Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the
event of a conflict with other provisions contained in this Agreement. Contractor shall not
perform any act, fail to perform any act, or refuse to comply with any grantee request that
would cause the recipient to be in violation of FTA terms and conditions. Contractor shall
comply with all applicable FTA regulations, policies, procedures and directives, including,
without limitation, those listed directly or incorporated by reference in the Master
Agreement between the recipient and FTA, as 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.

10. Use of Federal Funds

Please note that federal funds may be used with regard to this Specification. The Federal
Transportation Administration has awarded or may be awarding a grant to NTS to provide
the federal share of the equipment to be purchased within this specification.

11. Record Retention
The successful Bidder must retain in its files of business activity records with for a

period of three (3) years per 49 CFR § 18.36 (i) (11).

Real Property

Any contract entered into shall contain the following provisions: Contractor shall at all
times comply with all applicable statutes and USDOT regulations, policies, procedures and
directives governing the acquisition, use and disposal of real property, including, but not
limited to, 29 CFR 18.31, 49 CFR 24 Subpart B, FTA Circular 5010.1D, and FTA Master
Agreement, as they may be amended or promulgated during the term of this contract.
Contractor’s failure to so comply shall constitute a material breach of this contract.

EXHIBIT D - FORMS

THE FOLLOWING PAGES MUST BE FILLED

27.

28.

29.

30.

31.

in connection with the procurement of work to be done or payments to be made under this
contract, City of Nashua may terminate the contract at will or for cause in accordance with
paragraph 8. Upon termination, Professional Engineer shall refund to the City of Nashua
any profits realized under this contract, and Professional Engineer shall be liable to the City
of Nashua for any costs incurred by the City of Nashua in completing the work described
in this contract. At the discretion of the City of Nashua, these sanctions shall also be
applicable to any such conviction obtained after the expiration or completion of the
contract.

Professional Engineer warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Professional Engineer to any officer or
employee of the City of Nashua with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City of Nashua
determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract
or at law.

THIRD PARTY INTERESTS AND LIABILITIES ‘The City of Nashua and Professional
Engineer, including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create
any rights, powers, or interest in any third party and this agreement is entered into for the
exclusive benefit of the City of Nashua and Professional Engineer.

SURVIVAL OF RIGHTS AND OBLIGATIONS | The rights and obligations of the parties that by
their nature survive termination or completion of this contract shall remain in full force and
effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any
court of competent jurisdiction, or is found to be in violation of state statutes or regulations,
the invalidity or unenforceability of any particular provision of this contract shall not affect
any other provision, the contract shall be construed as if such invalid or unenforceable
provisions were omitted, and the parties may renegotiate the invalid or unenforceable
provisions for sole purpose of rectifying the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the
entire contract between the City of Nashua and Professional Engineer. The parties shall
not be bound by or be liable for any statement, representation, promise, inducement, or
understanding of any kind or nature not set forth in this contract. No changes, amendments,
or modifications of any terms or conditions of the contract shall be valid unless reduced to
writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of

the State of New Hampshire and any claim or action brought relating to this contract, the
work performed or contracted to be performed thereunder, or referable in anyway thereto

GC 12 of 13

Date:

Firm:

FTA BUS TESTING CERTIFICATION

I. NEW BUS MODEL TO BE TESTED

In accordance with 49 CFR Part 665, “Bus Testing Program,” the Proposer certifies that the bus
model being proposed for this Contract is a new bus model or a bus model with a major change in
configuration or components (as described in Subpart A of the interim rule). Bidder, at its own
expense, will arrange for the required testing at the FTA Bus Testing Facility at Altoona,
Pennsylvania prior to the Authority's acceptance of the first vehicle in a manner that the Time for
Performance outlined in the Contract Specifications will not be impacted. Contractor will provide a
copy of the Test Report prepared for this bus model prior to acceptance.

OR

I. BUS MODEL ALREADY TESTED

In accordance with 49 CFR Part 665, “Bus Testing Program,” the Proposer certifies that the bus
model being proposed for this Contract is not a new bus model and does not incorporate a major
change in configuration or components (as described in Subpart A of the interim rule). The
Contractor will provide, upon request of the Authority, a copy of the Test Report prepared for the
bus model accepted under this Contract.

(CHECK ONE BOX ONLY)

Signature:

Title:

CERTIFICATE OF
TVM DBE

COMPLIANCE

(TO BE FILLED OUT BY MANUFACTURER'S OF ROLLING STOCK ONLY)

In connection with the contract to be awarded as a result of the invitation to bid issued by the Nashua Transit
System:

| hereby certify that the (name of company) has complied with
the requirements of 49 CFR 26, participation by Disadvantage Business in DOT Programs, and that our goals
have not been disapproved by the Federal Transit Administration.

Name of Company

Signature of Authorized Official

Name and Title of Authorized Official

Date

CHAMPION’

A -GROUP

BUY AMERICA
DOMESTIC CONTENT WORKSHEET

NASHUA, NH

More than 855 of the material cost of tve Champion bes is U.S. domestic content

DOMESTIC CONTENT ASA
FINSL PERCENTAGE OF TOTAL

COMPONENT MANUFACTURER ASS MATERIAL COST
CHASSIS/FORD us. 39.57%
FIBERGLASS/OGP us. BAZ
TERIOR PANELSYCRANE COMPOSITE us. oan
WHEELCHAIR RAMPIBRAUN US. 4Bee,
PASSENGER DOORS/AEM us. OF t%
INTERIOR TRIMAVESTERLIND us. BADE
DROP FRAME, STEELRICHMOND us. 245%
INTERLOCKANTERMOTIVE {LGS} US. 0.42%
AIR COMPRESSORIOASIS us. 2.05%.
COMPRESSORBATIERY BOXICRYSTAL us. O.50%.
AIR BOX HARNESS/ACALIFPMAN us. 0.28%
EQUALIZER RAMPIRICHMOND us. Lage
NON SKID TAPEAVGOSTER us. 0.25%.
TCS0 AIC COMPONENTSIACC US. 7.18%
REAR BUMPER us. 0.73%
MIRRORSYROSCO US. 5.40%
ACRYLIC BARRIERISABIC us. B30
SEATSIFREEDMANIUSSC us. 2.87%
WINDOWS/HEHR Us. 0.78%
us. 0.00%
85.50%

Total assemibiy of ouses. from body structure through road tests oncurs at at Champion Bus, inc.
in inlay City, MIL Cutaway chassis are delivered to Champion Sus from the chassis manufacturer
and consequently al fmai assembhy, inckuding the installation and aescomnection of the engime,
Transmission, axes and cooling and braking systems sre perfommed at the chassis manufacturer's

locaton prior te arival in imlay Cty. The following activities take place in imiay City, Mic

Checkin, inspection and preperation of chassis
Fabncaton of vehicle steel body structure.

Qhampion Bus, kn.
Page 1

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