Board of Aldermen — 11/28/17 Page 22
ADJOURNMENT
MOTION BY ALDERMAN WILSHIRE THAT THE NOVEMBER 28, 2017 MEETING OF THE BOARD OF
ALDERMEN BE ADJOURNED
MOTION CARRIED
The meeting was declared adjourned at 8:54 p.m.
Attest: Patricia Piecuch, City Clerk
Exhibit C - Federal Clauses — Transit Center
1. No Federal Government Obligation to Third Parties.
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
2. Termination and Suspension.
The City, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of the
project and contract at will. If the City chooses to terminate, abandon, or suspend all or part of the project,
it shall provide Contractor thirty (30) day’s written notice of its intent to do so. If all or part of the project is
suspended for more than ninety (90) days, the suspension shall be treated as a termination at will of all or
that part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Contractor shall:
a. Immediately discontinue work on the date and to the extent specified in the notice.
b. Provide the City with a list of all unperformed services.
c. 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.
d. 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.
e. Not resume work after the effective date of a notice of suspension until receipt of a written notice
from the City to resume performance.
In the event of a termination, abandonment, or suspension at will, Contractor shall receive all amounts due
and not previously paid to Contractor 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 Contractor in the
event of a failure by Contractor 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. Contractor 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, Contractor shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. 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, Contractor shall receive all amounts due and not previously paid to
Contractor for work satisfactorily completed in accordance with the contract prior to the date of the notice,
less all previous payments. No amount shall 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 Contractor's failure. Contractor shall not be relieved of liability to
the City for damages sustained from the failure, and the City may withhold any payment to the Contractor
until such time as the exact amount of damages due to the City is determined. All claims for payment by
the Contractor 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 Contractor 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 Contractor 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 Contractor such that Contractor 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 Contractor shall cease conducting business, the City shall have
the right to solicit applications for employment from any employee of the Contractor 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 Contractor's principals,
officers, employees, agents, subcontractors, sub consultants, vendors, or suppliers are expressly
recognized to be within Contractor’s control.
3. 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.
4. Records.
Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and
readily accessible records related in whole or in part to the contract, including, but not limited to, data,
documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party
agreements of any type, and supporting materials related to those records.
Retention Period. The Contractor agrees to comply with the record retention requirements in accordance
with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required
under this contract for a period of at not less than three (3) years after the date of termination or expiration
of this contract, except in the event of a dispute, or litigation or settlement of claims arising from the
performance of this contract, in which case records shall be maintained until the disposition of all such
dispute, litigation, appeals, claims or exceptions related thereto.
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
sufficient access to any books, documents, papers and records of the Contractor which relate to this
contract for the purposes of inspection, making audits, examinations, excerpts and transcriptions as
reasonably may be required. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA
Administrator or his or her 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.
Access to the Sites of Performance. The Contractor agrees to permit the City, the FTA Administrator, the
Comptroller General of the United States or any of their authorized representatives and contractors access
to the sites of performance under this contract as reasonably may be required.
5. Civil Rights.
a. Title VI of the Civil Rights Act of 1964
The Contractor agrees to comply with all requirements of Title VI of the Civil Rights Act of 1964, 42 U.S.C.
§ 2000d section 303 of the Age Discrimination Act of 1975, 42 U.S.C. §6102, section 202 of the Americans
with Disabilities Act of 1990, § 12132, and Federal transit law at 49 U.S.C. § 5332, all as amended as well
as USDOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation", 49 CFR Part 21. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
b. Equal Employment Opportunity
The Contractor will not discriminate against any employee or applicant for employment because of race,
color, creed, sex, disability, age, or national origin. The Contractor agrees to take affirmative action to
ensure that applicants are employed, and that employees 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: employment, 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 shall 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 third party contractors to insert a similar
provision in all subcontracts, except contracts for standard commercial supplies or raw materials.
c. 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. The 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 regulations
and subsequent amendments.
d. Inclusion
The Contractor agrees to include the requirements of subsections (a) — (c) in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected
parties.
e. Disadvantaged Business Enterprise (DBE)
This Contract 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 the City deems appropriate. Each subcontract the Contractor signs with a subcontractor must include
the assurance in this paragraph (see 49 CFR 26.13(b)).
The Contractor 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 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 City.
The Contractor must promptly notify the City 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 City.
Failure of the Contractor to comply with this section or to include it in any subcontract of any tier will
constitute a breach of contract and, after notification to the DOT, may result in termination of the Contract
by the City or such remedy as the City deems appropriate.
6. 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 contract. The Contractor shall not perform any act, fail to
perform any act, or refuse to comply with any request that would cause the City to be in violation of FTA
terms and conditions.
7. Environmental Resource Conservation and Energy Conservation.
(a) Energy Conservation.
Contractor shall comply with mandatory standards and policies relating to energy efficiency that are
contained in the New Hampshire energy conservation plan issued in compliance with the Energy Policy
and Conservation Act, 42 U.S.C. § 6321 et seq.
(b) Clean Air.
1. Contractor shall comply with all applicable standards, orders or regulations pursuant to Section 306
of the Clean Air Act, as amended, 42 U.S.C. § 7606, and other requirements of the Clean Air Act,
as amended, 42 U.S.C. §§ 7401 - 76719. Contractor shall report each violation to the City and
understands and agrees that the City will, in turn, report each violation as required to FTA and the
appropriate EPA Regional Office.
2. Contractor shall include these requirements in each subcontract exceeding $100,000 financed in
whole or in part with FTA assistance.
(c) Clean Water
1. Contractor shall comply with all applicable standards, orders or regulations issued pursuant to
Section 508 of the Clean Water Act, as amended, 33 U.S.C. § 1368, and other requirements of the
Clean Water Act, as amended, 33 U.S.C. §§ 1251 - 1377. Contractor shall report each violation to
the City and understands and agrees that the City shall, in turn, report each violation as required to
FTA and the appropriate EPA Regional Office.
2. Contractor shall include these requirements in each subcontract exceeding $100,000 financed in
whole or in part with FTA assistance.
8. Compliance with Laws & Federal Changes. Contractor shall comply with all applicable
laws, ordinances, codes, rules, regulations, programs, plans, and orders in the performance of the Contract
Documents. Without limiting the foregoing, 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 City 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.
9. Debarment and Suspension.
(a) The Contractor agrees to comply with the requirements of Executive Order Nos. 12549 and 12689,
“Debarment and Suspension,” 31 U.S.C. Section 6101 note; and USDOT regulations on Debarment
and Suspension and 49 CFR Part 29.
(b) Unless otherwise permitted, the Contractor agrees to refrain from awarding any third-party contract of
any amount to or entering into any subcontract of any amount with a party included in the “U.S.
General Services Administration’s (U.S. GSA) List of Parties Excluded from Federal procurement and
Non-procurement Program,” implementing Executive Order Nos. 12549 and 12689, “Debarment and
Suspension” and 49 CFR Part 29. The list also include the names of parties debarred, suspended, or
otherwise excluded by agencies, and contractors declared ineligible for contract award under statutory
or regulatory authority other than Executive Order Nos. 12546 and 12689.
(c) Before entering into any subcontracts with any subcontractor, the Contractor agrees to obtain a
debarment and suspension certification from each prospective recipient containing information about
the debarment and suspension status and other specific information of that awarding agency and its
“principals,” as defined at 49 CFR Part 29.
(d) Before entering into any third-party contract exceeding $25,000.00, the Contractor agrees to obtain a
debarment and suspension certification from each third-party contractor containing information about
the debarment and suspension status of that third-party contractor and its “principals,” as defined at 49
CFR 29.105(p). The Contractor also agrees to require each third party contractor to refrain from
awarding any third-party subcontract of any amount, at any tier, to a debarred or suspended
subcontractor, and to obtain a similar certification for any third-party subcontractor, at any tier, seeking
a contract exceeding $25,000.00.
10. Fly America Requirements.
For 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.
11.Seismic Safety
The contractor agrees that any new building or addition to an existing building will be designed and
constructed in accordance with the standards for Seismic Safety required in Department of
Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent
required by the regulation. The contractor also agrees to ensure that all work performed under this
contract including work performed by a subcontractor is in compliance with the standards required by
the Seismic Safety Regulations and the certification of compliance issued on the project.
Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion
- Lower Tier Covered Transaction
(1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its
“principals” [as defined at 49 CFR § 29.105(p)] is presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
(2) When the prospective lower tier participant is unable to certify to the statements in this certification, such
prospective participant shall attach an explanation to this proposal.
The bidder respondent and all subcontractors hereby certifies that he/she has not been debarred or suspended
from participation in Federal contracts. Please note - separate certification may be photo copied and submitted
by each subcontractor. (Pursuant to 49 CFR, Part 29)
Certified (Contractor)
Greenman-Pedersen, Inc. (GPI)
he
Signed B
Timothy Letton
Name
Executive Vice President / New England Branch Manager
Title
May 5, 2021
Date
Certified (Sub-Contractor(s))
Company
Signed By
Name
Title
Date
