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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

Pre-Award & Post Delivery Audit Requirements

Pre-Award & Post-Delivery Audit Requirements - Applicability — Rolling Stock/Turnkey
Contractor shall comply with 49 USC 5323(m) and FTA's implementing regulation 49
CFR 663 and submit the following certifications:

A. Buy America Requirements: Contractor shall complete and submit a declaration
certifying either compliance or noncompliance with Buy America. If contractor certifies
compliance with Buy America, it shall submit documentation listing:

B. Component and subcomponent parts of the rolling stock to be purchased identified
by manufacturer of the parts, their country of origin and costs; and
C. 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.

D. Solicitation Specification Requirements: Contractor shall submit evidence that it
will be capable of meeting the bid specifications.

E. Federal Motor Vehicle Safety Standards (FMVSS): Contractor shall submit 1)
manufacturer's FMVSS self- certification sticker information that the vehicle complies
with relevant FMVSS or 2) manufacturer's certified statement that the buses will not be
subject to FMVSS regulations.

F, The Bidder shall submit a copy of the Altoona Test Report. (prior to the delivery of
any buses)

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

Lobbying

Construction/Architectural and Engineering/Acquisition of Rolling Stock/Professional
Service Contract/Operational

Service Contract/Turnkey contracts over $100,000

Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying
Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] -
Contractors who apply or bid for an award of $100,000 or more shall file the certification
required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier
above that it will not and has not used

Federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each
tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of
1995 who has made lobbying contacts on its behalf with non- Federal funds with respect to
that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are
forwarded from tier to tier up to the recipient. |

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

Access to Records and Reports
The following access to records requirements apply to this Contract:

1, Where the purchaser is not a State but a local government and is an FTA recipient
or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall
provide the purchaser, the FTA, the US Comptroller General or their authorized
representatives access to any books, documents, papers and contractor records which are
pertinent to this contract for the purposes of making audits, examinations, excerpts and
transcriptions. Contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA
representatives, including any PMO contractor, access to contractor's records and
construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which is
receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311.

2. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in
accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement
(defined at 49 USC 5302(a)1) through other than competitive bidding, contractor shall
make available records related to the contract to the purchaser, the Secretary of USDOT
and the US Comptroller General or any authorized officer or employee of any of them for
the purposes of conducting an audit and inspection.

3 Contractor shall permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.

4. Contractor shall maintain all books, records, accounts and reports required under
this contract for a period of not less than three (3) 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 recipient, FTA Administrator, US Comptroller General, or any of their authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto. Re: 49 CFR 18.39(i)(11).

Federal Changes

Contractor shall comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master
Agreement between the purchaser and FTA, as they may be amended or promulgated from
time to time during the term of the contract. Contractor's failure to comply shall constitute
a material breach of the contract.

Recovered Materials

The Bidder agrees to comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not
limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as
they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

Clean Air

All Contracts and Subcontracts over $150,000.

Contractor shall comply with all applicable standards, orders or regulations pursuant to the
Clean Air Act, 42 USC 7401 et seq. Contractor shall report each violation to the recipient
and understands and agrees that the recipient will, 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 Clean Air Act, as
amended (42 USC 7401-7671q).

Contract Work Hours & Safety Standards Act

Applicability — Contracts over $100,000

1; Overtime requirements - No contractor or subcontractor contracting for any part of
the contract work which may require or involve the employment of laborers or mechanics
shall require or permit any such laborer or mechanic in any workweek in which he or she is
employed on such work to work in excess of 40 hours in such workweek unless such
laborer or mechanic receives compensation at a rate not less than one and one-half times
the basic rate of pay for all hours worked in excess of 40 hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages - In the event of any
violation of the clause set forth in para. (1) of this section, contractor and any subcontractor
responsible therefore shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable for liquidated damages. Such liquidated damages shall be
computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in para. (1) of this section, in the sum
of $10 for each calendar day on which such individual was required or permitted to work in
excess of the standard workweek of 40 hours without payment of the overtime wages
required by the clause set forth in para. (1) of this section.

3. Withholding for unpaid wages and liquidated damages - the recipient shal! upon its
own action or upon written request of USDOL withhold or cause to be withheld, from any
moneys payable on account of work performed by contractor or subcontractor under any
such contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours & Safety Standards Act,
which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in para. (2) of this section.

4. Subcontracts - Contractor or subcontractor shall insert in any subcontracts the
clauses set forth in this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. Prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
this section.

No Government Obligation to Third Parties

A. The recipient and contractor acknowledge and agree that, notwithstanding any
concurrence by the US Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the US Government, the US
Government is not a party to this contract and shall not be subject to any obligations or
liabilities to the recipient, the contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the underlying contract.

B. Contractor agrees to include the above clause in each subcontract financed in whole
or in part with FTA assistance. It is further agreed that the clause shall not be modified,
except to identify the subcontractor who will be subject to its provisions.

Program Fraud and False or Fraudulent Statements or Related Acts

Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil
Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of
the underlying contract, 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 FTA assisted project for which this contract work is being
performed. In addition to other penalties that may be applicable, contractor further
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submittal, or certification, the US Government reserves the right to impose the
penalties of the Program Fraud Civil Remedies Act (1986) on contractor to the extent the
US 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 chapter 53, the
Government reserves the right to impose the penalties of 18 U.S.C 1001 and 49 U.S.C.
5323 (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.

Termination
Applicability — All Contracts over $10,000.

l. Termination for Convenience (General Provision) the recipient may terminate this
contract, in whole or in part, at any time by written notice to contractor when it is in the
recipient's best interest. Contractor shall be paid its costs, including contract close-out
costs, and profit on work performed up to the time of termination. Contractor shall
promptly submit its termination claim to the recipient. If contractor is in possession of any
of the recipient’s property, contractor shall account for same, and dispose of it as the
recipient directs.

2. Termination for Default [Breach or Cause] (General Provision) If contractor does
not deliver items in accordance with the contract delivery schedule, or, if the contract is for
services, and contractor fails to perform in the manner called for in the contract, or if
contractor fails to comply with any other provisions of the contract, the recipient may
terminate this contract for default. Termination shall be effected by serving a notice of
termination to contractor setting forth the manner in which contractor is in default.
Contractor shall only be paid the contract price for supplies delivered and accepted, or for
services performed in accordance with the manner of performance set forth in the contract.
If it is later determined by the recipient that 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 contractor, the recipient, after setting up a new delivery or performance
schedule, may allow contractor to continue work, or treat the termination as a termination
for convenience.

3, Opportunity to Cure (General Provision) the recipient in its sole discretion may, in
the case of a termination for breach or default, allow the contractor 10 days in which to
cure the defect. In such case, the notice of termination shall state the time period in which
cure is permitted and other appropriate conditions. If contractor fails to remedy to the
recipient's satisfaction the breach or default or any of the terms, covenants, or conditions of
this Contract within ten (10) days after receipt by contractor or written notice from the
recipient setting forth the nature of said breach or default, the recipient 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 the recipient from also
pursuing all available remedies against contractor and its sureties for said breach or default.

4, Waiver of Remedies for any Breach In the event that the recipient elects to waive
its remedies for any breach by contractor of any covenant, term or condition of this
Contract, such waiver by the recipient shall not limit its remedies for any succeeding
breach of that or of any other term, covenant, or condition of this Contract.

5. Termination for Convenience (Professional or Transit Service Contracts) the
recipient, by written notice, may terminate this contract, in whole or in part, when it is in
the recipient's interest. If the contract is terminated, the recipient shall be liable only for
payment under the payment provisions of this contract for services rendered before the
effective date of termination.