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In the event of a termination, abandonment, or suspension at will, Seiier shall
receive all amounts due and not previously paid to Seller for work satisfactorily completed
in accordance with the Contract Documents prior to the date of the notice and
compensation for work thereafter completed as specified in the notice. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.

TERMINATION FOR CAUSE

This agreement may be terminated by the City on ten (10) calendar day’s written
notice to Seller in the event of a failure by Seller to adhere to any or all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City, to
complete or make sufficient progress on the work in a timely and professional manner.
Seller shall be given an opportunity for consultation with the City prior to the effective date
of the termination.

Upon receipt of notice of termination for cause, Seller shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated. .

4, Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or sub contracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or sub contracts specified in the notice, and revoke
agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City to resume performance.

In the event of a termination for cause, Seller shall receive all amounts due and not
previously paid to Seller for work satisfactorily completed in accordance with the contract
prior to the date of the notice, less all previous payments. No amount shali be allowed or
paid for anticipated profit on unperformed services or other unperformed work. Any such
payment may be adjusted to the extent of any additional costs occasioned to the City by
reasons of Seller’s failure. Seller shali not be relieved of liability to the City for damages
sustained from the failure, and the City may withhold any payment to the Seller until such
time as the exact amount of damages due to the City is determined. All claims for payment
by the Seller must be submitted to the City within 30 days of the effective date of the
notice of termination.

If after termination for the failure of Seller to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the City, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined
that Seller had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the City shall, if necessary, make an adjustment in the compensation

paid to Seller such that Seller receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the City may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination, City shall be
entitled to all work and goods produced or received as of the date of termination, unless
otherwise returned or rejected by the City. Upon termination of the contract or in the event
Seller shall cease conducting business, the City shall have the right to solicit applications
for employment from any employee of the Seller assigned to the performance of the
contract. Neither party shall be considered in default of the performance of such
obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or
more of Seller’s principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within Seller’s control.

10. Indemnification. To the fullest extent permitted by law, Seller shall
indemnify, protect, defend, and hold harmless City, its officers, officials, agents,
employees and volunteers from and against any and all claims, damages, demands,
liability, costs, losses and expenses, including without limitation, court costs and
reasonable attorneys’ and expert witness fees resulting from, or related to, this Contract,
and/or arising out of any failure to comply with applicable law, any injury to or death of
any person(s), damage to property, loss of use of property, economic loss or otherwise
arising out of the performance of the work described herein, except where such loss or
damage was caused by the sole negligence, or willful misconduct of the City. The
provisions of this section shall survive the completion, termination or suspension of this
Contract.

City shall promptly notify Seller of any claim and reasonably cooperate, assist and
provide appropriate information (at Sellers's expense) for the defense of the action. Seller
shall pay all damages and costs awarded therein against City but shall not be responsible
for any compromise made without Seller's consent, which consent shall not be
unreasonably withheld.

11. Warranties. In addition to any warranties provided for under the Contract
Documents, Seller warrants that the Vans, including any component or replacement parts,
furnished, manufactured or provided by Seller will be free from defects in material and
workmanship for a period of one hundred and eighty (180) days from date of acceptance of
the Vans by City. Any additional warranties provided by law, including, but not limited to,
the warranty of merchantability and warranty of fitness for a particular purpose shall
remain in full force and effect and inure to the benefit of City. City reserves all rights and
remedies provided by law for breach of any applicable warranty related to the Vans.

12. Insurance. Seller shall provide insurance coverage pursuant to Exhibit B
attached hereto, and provide proof of insurance to City's satisfaction.

13. Remedies. In the event of a material breach of the Contract Documents by
Seller, City may avail itself of any other right and remedies available at law or in equity.
Nothing herein shall limit City's rights to seek any available remedy including, but not
limited to, damages and/or equitable relief, in a court of competent jurisdiction.

Notwithstanding any provisions of this Contract, Seller shall not be relieved of
liability to City for damages sustained by City by virtue of any breach of this Contract by
Seller, and City may withhold any payments due to Seller until such time as the exact
amount of damages, if any, due City from Seller is determined. In the event of termination,
Seller shall be compensated as provided for in this Contract.

14. Compliance with Laws. Seller shall comply with all applicable laws,
ordinances, codes, rules, regulations, programs, plans, and orders in the performance of the

Contract Documents.

15. Notice of Material in Business. Seller agrees that, if it experiences a material
change in its business during the term of this Contract, including, without limitation, a
reorganization, restructuring, leveraged buyout, and/or bankruptcy, Seller will immediately
notify City of the change in writing.

16. Attorney’s Fees. If any party to this Contract shall take any action to
enforce the Contract Documents or for any relief against any other party, declaratory or
otherwise, arising out of the Contract Documents, the prevailing party shall be entitled to
reasonable attorneys' fees and costs incurred in such action, suit and/or enforcement of any
judgment granted therein, all of which shall be deemed to have accrued upon the
commencement of such action and shall be paid by the losing party whether or not such
action is prosecuted to judgment. Any judgment or order entered in such action shall
contain a specific provision providing for the recovery of attorneys’ fees and costs incurred
in enforcing such judgment: For purposes of this section, attorneys' fees shall also include,
but not be limited to, fees incurred in the following: (a) appeals or post judgment motions
and collection actions; (b) contempt proceedings; (c) garnishment, levy, and debtor and
third party examinations; (d) discovery; and (e) bankruptcy litigation. The provisions of
this section shall survive any termination of the Contract as provided for herein.

17. Notices. All notices, requests, demands, and other communications
required to or permitted to be given under the Contract Documents shall be in writing and
shall be conclusively deemed to have been duly given (a) when hand delivered to the other
party; (b) when received if sent by telex or facsimile at the address and number set forth
below; (c) three (3) business days after the same have been deposited in a United States
Post Office with certified mail, return receipt requested, postage prepaid and addressed to
the parties as set forth below; or (d) the next business day after same have been deposited
with a national overnight delivery service reasonably approved by the parties (Federal
Express and UPS being deemed approved by the parties), postage prepaid, addressed to the
parties as set forth below with next-business-day delivery guaranteed:

TO SELLER: Name: DATTCO
Attn: Judy Walcott
Address: 583 South Street
City: New Britain, CT 06051
Telephone: 617-312-6088

TO CITY: Name: Nashua Transit System
Attn: Camille Pattison
Address: 11 Riverside Street
City: Nashua, NH 03062
Telephone: 603-821-2035

A party may change or supplement the addresses given above, or designate
additional addresses, for purposes of this section by giving the other parties written notice
of the new address in the manner set forth above.

18. Entire Agreement. The Contract Documents, including all attachments
thereto, contain the entire agreement between City and Seller in connection with the
transaction contemplated hereby and the subject matter hereof and the Contract Documents
supersede and replace any and all prior and contemporaneous agreements, understandings,
and communications between the parties, whether oral or written, with regard to the subject
matter hereof or any course of dealing, course of performance, or usage of the trade. Parol
evidence shall be inadmissible to show agreement by and between City or Seller to any
term or condition contrary to or in addition to the terms and conditions contained in the
Contract Documents. Both parties acknowledge that each has not relied on any promise,
representation or warranty, express or implied, not contained in the Contract Documents.

19. Modification. The Contract Documents shall not be modified in any
manner except by a writing signed by both City and Seller provided that the City at any
time by written order and without notice may make changes within the general scope of this
Contract. If any such changes cause an increase or decrease in the cost of or the time
required for performance hereunder, an equitable adjustment shall be made by written
modification to the Contract. Any claim by the Seller for adjustment under this clause
must be asserted within thirty (30) days from the date of receipt by the Seller of the
notification of change.

20. Assignment. Seller shall not delegate or subcontract any duties or assign
any rights or claims under the Contract Documents without City's prior written consent.

21. Severability. If any term or provision of the Contract Documents shall, to
any extent, be held invalid or unenforceable, the remainder of the Contract Documents
shall not be affected.

22. Waivers. A waiver or breach of a covenant or provision in the Contract
Documents shall not be deemed a waiver of any other covenant or provision in the
Contract Documents and no waiver shall be valid unless in writing and executed by the

waiving party. An extension of time for performance of any obligation or act shall not be
deemed an extension of the time for performance of any other obligation or act.

23. Construction. The section headings and captions of this Contract are, and
the arrangement of this instrument is, for the sole convenience of the parties to this
Contract. The section headings, captions, and arrangement of this instrument do not in any
way affect, limit, amplify, or modify the terms and provisions of this Contract. The
singular form shall include plural, and vice versa. Unless otherwise indicated, all
references to sections are to this Contract. All exhibits referred to in this Contract are
attached hereto and incorporated herein by this reference.

24. Drafting. City and Seller acknowledge and agree that the Contract
Documents have been negotiated at arm's length, that each party has been represented by
independent counsel and/or has had an opportunity to consult with and be represented by
independent counsel, that the Contract Documents are deemed to be drafted by both
parties, that no one party shall be construed as the drafter of the Contract Documents, and
that any rule of construction that ambiguities are to be construed against the drafter shall
not apply in the interpretation or construction of the Contract Documents.

25. Counterparts. This Contract may be executed in one or more counterparts.
Each shall be deemed an original and all, taken together, shall constitute one and the same
instrument.

26. Time of the Essence. Seller and City hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition, obligation,
and provision hereof, particularly, and without limitation of factors contributing to the need
for timely compliance of the Contract Documents.

27, Successors. This Contract shall inure to the benefit of and shall be
binding upon the parties to this Contract and their respective heirs, successors in interest,
and assigns. This Contract may only be assigned upon written approval and agreement of
the parties, which approval will not be unreasonably withheld. Any purported assignment
of this Contract without the prior written approval of all parties shall be null and void.

28. Governing Law. The parties acknowledge that the Contract Documents
have been negotiated and entered into in the State of New Hampshire, Hillsborough
County. The parties agree that the Contract Documents shall be governed by, interpreted
under, and construed and enforced in accordance with the laws of the State of New
Hampshire. Venue for any action or proceeding relating to or arising out of the Contract
Documents shall be in the State of New Hampshire Superior Court Hillsborough County
South.

29. No Third Party Beneficiary Rights. This Contract is entered into for the
sole benefit of City and Seller. No other parties are intended to be direct or incidental
beneficiaries of this Contract and no third party shall have any right in, under or to this
Contract.

30. No Joint Venture or Other Relationship Created. The relationship
between City and Seller is that solely of a seller and a buyer and no joint venture,
partnership or other relationship is created or implied by the Contract Documents.

31. Fiscal Contingency. All payments under this Contract are contingent upon
the availability to the City of the necessary funds. This contract shall terminate and the
City’s obligations under it shall be extinguished at the end of any fiscal year in which the
City fails to appropriate monies for the ensuing fiscal year sufficient for the performance of
this contract.

Nothing in this Contract shall be construed to provide Seller with a right of payment over
any other entity. Any funds obligated by the City under this Contract that are not paid to
Seller shall automatically revert to the City’s discretionary control upon the completion,
termination, or cancellation of the Contract. The City shall not have any obligation to re-
award or to provide, in any manner, the unexpended funds to Seller, except for those
payments which are owed to the Seller due to amounts incurred by the Seller up to and
including the date it is determined by the City that the necessary funds are not available
(the “Lack of Funding Date”). Operator shall have no claim of any sort to the unexpended
funds following the Lack of Funding Date.

32. 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.

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.