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are treated during employment, without regard to their race, color, creed, sex, disability, age, or
national origin. Such action shall include, but not be limited to, the following: employmeni,
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. The CONTRACTOR shail insert the foregoing provision (modified only to
show the particular contractual relationship) in all its third party contracts, except contracts for
standard commercial supplies or raw materials and construction contracts, and shall require all
such CONTRACTORS to insert a similar provision in all subcontracts, except contracts for
standard commercial supplies or raw materials.

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.

(c) Disadvantaged Business Enterprise (DBE)

a.

This Agreement 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%. Nashua Transit's overall goal for DBE
participation is 2.0%. A separate contract goal has not been established for this
procurement.

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 of this contract, which may result in the termination of this contract or such other
remedy, as Nashua Transit deems appropriate. Each subcontract the CONTRACTOR
signs with a SUBCONTRACTOR must include the assurance in this paragraph ( see 49
CFR 26.13{b)).

The successful bidder/offeror will be required to report its DBE participation obtained
through race-neutral means throughout the period of performance.

The CONTRACTOR is required to pay its SUBCONTRACTOR'S 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 Nashua Transit.

The CONTRACTOR must promptly notify Nashua Transit, 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 Nashua Transit.

Failure of the CONTRACTOR ito comply with this section or to include it in any subcontract
of any tier will constitute a breach of Contract and, after notification of DOT, may result in
termination of the Contract by the CITY or such remedy as the CITY deems appropriate.

(d) Access Requirements for Individuals with Disabilities

The 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. Consultant 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

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regulations and subsequent amendments.

13. Materials. Equipment and Facilities
The CITY shall provide and furnish two offices, driver's room and lockers for the operators.

The CONTRACTOR shall operate the equipment provided in conformance with all safety requirements of
the State of New Hampshire Motor Vehicles Safety Standards, to provide the level of service as specified
by the CITY. The CITY shall be provided with the original Pre/Post trips documentation on a daily basis.

To the extent required by applicable federal laws, state statutes and local ordinances, the CITY shall be
responsible for and secure all local, state, and federal franchises, permits, licenses, or operating rights as
may be necessary for the CONTRACTOR to operate the CITY'S service.

14. Control of Service

The CONTRACTOR shall be responsible for the day-to-day operation of the FRPS. The CONTRACTOR
shall advise the CITY of matters of importance concerning operation of FRPS and make
recommendations when appropriate. Routing, scheduling, fares, and policies governing the FRPS are
under the purview of the CITY. The CITY will be responsible for directing any service cancellation due to
inclement weather.

The CONTRACTOR is associated with the CITY only for the purposes and to the extent specified in this
Agreement, and in respect to performance of the contracted services pursuant to this Agreement,
CONTRACTOR is and shall be an independent contractor. Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture, to create relationships of an_employer-
employee or principal-agent, or to otherwise create any liability for the CITY whatsoever with respect to
the indebtedness, liabilities, and obligations of CONTRACTOR or any other party.

15. Routing, Service and Fares

The CITY shail establish routes, schedules, fares and policies for the operation of the FRPS. The
CONTRACTOR agrees to make recommendations periodically (or when requested by the CITY)
concerning changes in the routes, schedules, fares or policies.

The CITY shall prepare all necessary documentary evidence and, if needed, provide testimony relative to
any contemplated change in schedule or classification of fares or in service and routing.

16. Charter

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.

17. School Bus
The CONTRACTOR may not engage in school bus operations, utilizing equipment or facilities of the

CITY, exclusively for the transportation of students or school personnel in competition with private school
bus operators, except as provided in Section 3(g) of the Federal Transit Act, as amended, 49 U.S.C. app.

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§ 1602(g), and FTA regulations "School Bus Operations," 49 C.F.R. Part 605, and any amendments
thereto that may be issued.

18. Payments

All payments pursuant to Sections 5 hereof shall be made within thirty (30) days after receipt of invoices
in conformance with this Agreement from the CONTRACTOR certifying expense.

19. Records

Where the CITY 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 CITY,
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.

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.

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 CITY, the FTA Administrator, the
Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation,
appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(111 ).

The CITY shail require copies of all of the records of the CONTRACTOR'S employees to include but not
limited to driver's license, driver's record, DOT physicals and requirements, training records, certified
background report, certified drug & alcohol report and any other paperwork that pertains to the operating
of the CITY'S FRPS. The CITY shall have the right of access to and inspection of the records during this
agreement.

All operators must have annual DOT physicals. The CONTRACTOR shall provide an annual report that
states the operators did have their annual physicals.

20. Employer Fidelity Bond

The CONTRACTOR shail maintain a fidelity bond protecting the CITY from theft or other losses
covering its General Manager and other employees directly involved in the FRPS at such levels and
deductibles as directed by the CITY. The CONTRACTOR shall provide copies of such documentation
to the CITY.

21. Insurance

The CONTRACTOR:

The CONTRACTOR shall obtain and maintain in full force and effect Commercial General Liability
(CGL) insurance covering all of its operations and responsibilities under this agreement. That

insurance shall have minimum limits of liability of $2,000,000 per occurrence, $4,000,000 in the
aggregate.

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The CONTRACTOR shail obtain and maintain in full force and effect Workers’ Compensation Coverage
according to the applicable statutes of the State of New Hampshire in at least the amount of: $100,000 /
$500,000 / $100,000.

The CITY shall be included as an “additional named insured” on all such policy(ies) on a primary and
non-contributory basis.

The CONTRACTOR shall within 30 days of the commencement of this agreement provide Certificates
of Insurance specifically confirming the coverage indicated above and confirming the status of the CITY
as an “additional named insured,” and further providing the CITY shall be notified 30 days in advance
of the cancelation of any such policy(ies) or any reduction in coverage.

The CITY:

The CITY shall maintain in full force and effect adequate Automobile liability and property damage
coverage for the vehicles it owns and that are used by the CONTRACTOR in its operations under this
agreement. The CONTRACTOR shall be included as an “additional named insured” on all such
policy(ies) on a primary and non-coniributory basis.

22. Waivers of Subrogation.

The CITY and the CONTRACTOR mutually agree to waive all rights of subrogation against each other
and any of their respective contractors and subcontractors, agents and employees, for any and all
claims, demands, suits or occurrences of any kind, including without limitation for bodily injury or
property damage.

23, Indemnification

Except as to automobile liability and/or property damage, to the fullest extent permitted by law the
CONTRACTOR shall defend, indemnify and hold harmless the CITY, including the CITY’S agents and
employees, from and against any and all demands, claims, damages, losses and expenses, including
but not limited to attorneys’ fees and court costs, arising out of, relating in any way to, or resulting from,
the CONTRACTOR'S performance of its work under this agreement, including without limitation
pursuant to Paragraph 13, “ancillary business.” This also specifically includes, without limitation, the
CONTRACTOR’S selection, hiring, training, retaining, supervising and/or terminating any of its
employees and the work performed by those employees and any of its agents or contractors.

To the fullest extent permitted by law, the CITY shall defend, indemnify and hold harmless the
CONTRACTOR, including the CONTRACTOR'S agents and employees, from and against any and all
demands, claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising
out of, relating in any way to,the operation of the vehicles the CITY owns and that are used by the
CONTRACTOR in its operations under this agreement.

24, Environmental Resource Conservation and Energy Requirements

To the extent applicable, the CONTRACTOR agrees to comply with the requirements of the National
Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et sea.: Section 14 of the Federal
Transit Act, as amended, 49 U.S.C. app. §§ 1610; the Council on Environmental Quality regulations,
40 C.F.R. Part 1500 et sea.: and the joint FHWA/FTA regulations, "Environmental Impact and Related
Procedures,” at 23 C.F.R. Part 771 and 49 C.F.R. Part 622.

(a) Air Pollution.

10) Page

The CONTRACTOR agrees to comply with the joint FHWA/FTA regulations, "Air Quality Conformity and
Priority Procedures for Use in Federal-Aid Highway and 49 C.F.R. Part 623. The CONTRACTOR agrees
to obtain satisfactory assurances that any facilities or equipment acquired, constructed, or improved
under the contract are or will be designed and equipped to limit air pollution as provided in accordance
with the following EPA regulations: "Control of Air Pollution from Motor Vehicles and Motor Vehicle
Engines," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and
In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel Economy
of Motor Vehicles,” 40 C.F.R. Part 600; in accordance with the applicable Federally-approved State
implementation Plan (in particular, the Transportation Control Measures); and in accordance with
applicable Federal regulations, directives and other standards. 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.

(b) Energy Conservation.
The CONTRACTOR shall comply with mandatory standards and policies relating to energy

efficiency that are contained in applicable State energy conservation plans issued in
compliance with the Energy Policy and Conservation Act, 42 U.S.C. § 6321 et sea.

(c) Clean Water
The CONTRACTOR shall 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 shall
report each violation to the CITY and understands and agrees that the CITY will, in turn, report each
violation as required to assure notification to FTA and the appropriate EPA Regional Office.
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.

25. Force Majeure

The CONTRACTOR shall not be liable to the CITY for any failure, delay or interruption of service or for
any failure or delay in the performance of any obligation under this Agreement due to acts of God,
governmental restrictions, enemy action, civil commotion, unavoidable casualty, unavailability of fuel or
parts, strikes, labor unrest or other acts beyond the reasonable control of the CONTRACTOR.

The CONTRACTOR shall resume service upon removal or cessation of the cause of delay or
interruption.

26. Interest of Members of or Delegates to Congress

No member of or delegate to the Congress of the United States shall be admitted to any share or part
of this contract or to benefit thereof.

27. Federal Participation. Laws. Regulations. and Assistance

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 Nashua Transit 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.

The CITY FRPS is supported by assistance from the Federal Transit Administration financial
assistance. This Agreement is subject to the terms of financial assistance contracts between the CITY
of Nashua and the US Department of Transportation. The CONTRACTOR shall comply with existing
and future federal requirements while providing services under this Agreement.

28.

29.

30.

(a)

(b)

(b)

(c)

No Government Obligation

The CITY and the 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 CITY, the CONTRACTOR, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.

The CONTRACTOR agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the SUBCONTRACTOR who will be subject to its provisions.
incorporate FTA Terms

"General Contract Provisions,”, includes, in part, certain standard terms and conditions required
by DOT, whether or not expressly set forth in the Contract provisions. All contractual provisions
required by DOT, as set forth in FTA Circular 4220.1 F, as amended, are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
deemed to conirol 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
CITY requests which would cause the CITY to be in violation of the FTA terms and conditions.

Program Fraud and False or Fraudulent Statements or Related Acts.

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.

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.

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.

Entire Agreement

This Agreement contains the entire agreement between the CITY and the CONTRACTOR and no oral
agreement, promise, statement or represeniation, which is not herein contained, shail be binding upon
the CITY or the CONTRACTOR. All amendments to this Agreement shall be in writing and executed
by both parties.

31. Continuing Effect

This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the CITY. The CONTRACTOR shall not assign this contract or any rights hereto, without
the prior written consent of the CITY.

32. Severability

If any provision of this Agreement is or becomes void or unenforceable by law, the other provisions
shall remain valid and enforceable.

33. Termination

Termination for Default, Breach or Cause: If the CONTRACTOR does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR
fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with
any other provisions of the contract, CITY may terminate this contract for default. Termination shall be
effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the
CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies
delivered and accepted, or services performed in accordance with the manner of performance set forth
in the contract.

If it is later determined by CITY that the CONTRACTOR had an excusable reason for not performing,
such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the
CONTRACTOR, CITY, after setting up a new delivery of performance schedule, may allow the
CONTRACTOR to continue work, or treat the termination as a termination for convenience.

Opportunity to Cure: CITY, shall, in the case of a termination for breach or default, allow the
CONTRACTOR (10) ten days 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 CITY'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 CITY setting forth the nature of said breach or default, CITY 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 CITY from also pursuing all available remedies against
CONTRACTOR and its sureties for said breach or default.

Waiver of Remedies for any Breach: Inthe event that CITY elects to waive its remedies for any
breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by
CITY shall not limit CITY'S remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract.

Termination for Convenience (Cost-Tvpe Contracts): Either party may terminate this contract, or
any portion of it, by serving a 120 day written notice or termination on the other party. Ifthe
termination is for the convenience of CITY, the CONTRACTOR shall be paid the contract price for
services performed in accordance with the manner of performance set forth in the contract.

CONTRACTOR may, upon the giving of ninety (90) days advance notice, terminate this Agreement
if the CITY fails to cure a default within thirty (30) days of written notice of such default given by the
CONTRACTOR. If more than thirty (30) days is required to cure such default, a reasonable period
of time shall be permitted, provided both parties agree in writing as to the time period to be
substituted. Default as used herein means failure to comply and fulfill material terms, obligations
and conditions of this Agreement.

34. Caption

The caption headings of each paragraph hereof are intended for ease of reference only and do not
constitute part of this Agreement. Likewise, the captions shall not be deemed to indicate the
intentions of the parties hereto.

35. Waiver

The failure to enforce at any time any of the provisions of this Agreement and to require at any time
performance of any party of any of the provision hereof shall in no way be construed to be a waiver
of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of
each party thereafter to enforce each and every provision in accordance with the terms of this
Agreement.

36. Governing Law

This Agreement shall be governed exclusively by the laws of the State of New Hampshire and any claim
or action brought relating to this Agreement, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in Hillsborough County (New Hampshire)
Superior Court Southern Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not
elsewhere.

37. Resolution of Disputes. Breaches and other Litigation

The parties shall negotiate in good faith in an attempt to resolve any dispute that may arise under
this Agreement. Disputes that cannot be resolved by negotiation may be submitted to mediation
using a mutually agreed upon mediator. In the absence of an agreement on a mediator, each party
shall select a temporary mediator and those mediators shall jointiy select the permanent mediator. If
mediation is not successful, the parties may pursue their remedies as they choose pursuant to this
Agreement. Nothing in this Agreement shall be deemed to prevent the parties from agreeing in the
future to submit a dispute to arbitration.

Performance During Dispute - Unless otherwise directed by CITY, CONTRACTOR shall continue
performance under this Agreement while matters in dispute are being resolved.

Claims for Damages - Should either party to the Agreement suffer injury or damage to person or
property because of any act or omission of the other party or of any of his or her employees, agents
or others for whose acts he or she is legally liable, a claim for damages therefore shall be made in
writing to such other party within a reasonable time after the first observance of such injury of
damage.

Rights and Remedies - The duties and obligations imposed by the Agreement and the rights and
remedies available there under 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 CITY or the
CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under the
Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in
any breach there under, except as may be specifically agreed in writing.

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in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

11. INSURANCE Professional Engineer shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$ 100,000.

Professional Engineer shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Professional Engineer are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Professional Engineer under this
contract. The City of Nashua shall not maintain any insurance on behalf of Professional Engineer.
Subcontractors are subject to the same insurance requirements as Professional Engineer and it shall
be the Professional Engineer’s responsibility to ensure compliance of this requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage
as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is licensed
by the State of New Hampshire. General Liability and Auto Liability policies must name the
City of Nashua as an additional insured and reflect on the certificate of insurance. Professional
Engineer is responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Professional Engineer must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed onthe required certificate of
insurance.

> The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer is encouraged to purchase such additional
insurance, as it deems necessary.

> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.

> Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and hold harmless the City of Nashua, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits, causes of action,
legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest,

GC 60f11

38. Notices

All notice required hereunder and all communications made with respect to this Agreement shall be
‘deemed to be made when deposited with the United States Postal Service, postage prepaid, return
receipt requested and addressed as follows:

To CONTRACTOR:

First Transit:
Attn: Tim McCann, Senior Vice President

1020 Center Street, Suite 16
Horseheads, NY 14845

Tothe CITY of Nashua:

CITY of Nashua - Nashua Transit

Attn: Transportation Department Manager
11 Riverside Street

Nashua, NH 03062

or to such other address as may from time to time be designated in a notice sent to the other party
for that purpose.

39. Rights and Remedies

The duties and obligations imposed by this Agreement and the rights and remedies available under
this Agreement shall be in addition to and not a limitation of any duties, obligations, rights, and
remedies otherwise imposed or available by law.

40. Incorporation of 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.

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