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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, Contractor must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

¢ The specified insurance requirements do not relieve Contractor of its
responsibilities or limit the amount of its liability to the City or other persons, and
Contractor 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.

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

6. STANDARD OF CARE

Contractor shall be responsible for the quality, timely completion, and coordination of all
Services performed under this Agreement. Contractor warrants that all Services shall be
performed with the degree of professional skill, care, diligence, and sound practices and
judgment that are normally exercised by recognized professional firms with respect to
services of a similar nature. It shall be the duty of Contractor to assure at its own expense
that the Services are performed in conformance with all applicable federal, state, and
local laws, statutes, regulations, ordinances, orders, or other requirements.

In addition to all other rights which the City may have, Contractor shall, at its own expense
and without additional compensation, re-perform Services to correct or revise any
deficiencies, omissions, or errors in the performance of the Services or which result from
Contractor's failure to perform in accordance with this standard of care. Any approval by
the City of any products furnished or used by Contractor shall not in any way relieve
Contractor of its responsibilities hereunder. City review, approval, or acceptance of, or
payment for any of Contractor's work under this Agreement shall not operate as a waiver
of any of the City's rights or causes of action under this Agreement, and Contractor shall
be and remain liable in accordance with the terms of the Agreement and applicable law.

7. INDEPENDENT CONTRACTOR

The Contractor agrees that he, she or it is completely independent from the City and is
not an employee of the City. The Contractor warrants that he, she or it may work for
other individuals and entities. The City shall not supervise or directly control the work of
the Contractor. The City does reserve the right to inspect the work being performed and
to determine whether it is being performed in an appropriate manner. The Contractor
shall have the ultimate authority to determine the hours of work, the length of workdays,
the means and methods of performance of the work, and the City shall not interfere in
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this regard, except when necessary to carry out the efficient and effective work of the
City.

8. TERMINATION

The City, or the Contractor, may terminate this Agreement, without cause, upon thirty (30)
days written notice to the other party. The City may terminate this Agreement, with cause,
upon seven (7) days written notice to Contractor. The Contractor will be paid a prorated
amount for all Services performed up to the termination date.

9. INDEMNIFICATION

Regardless of any coverage provided by any insurance, Contractor agrees to indemnify
and shall defend and hold harmless the City, 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, attorney's fees, costs and expenses of any kind or nature in
any manner caused, occasioned, or contributed to in whole or in part by reason of any
negligent act, omission, or fault or willful misconduct, whether active or passive, of
Contractor or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this Agreement. Contractor's indemnity, defense
and hold harmless obligations, or portions thereof, shall not apply to liability caused by
the sole negligence or willful misconduct of the party indemnified or held harmless.

10. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING

Contractor shall not assign, transfer, delegate, or subcontract any rights, obligations, or
duties under this Agreement without the prior written consent of the City.

11. MODIFICATION AND ENTIRE AGREEMENT

This Agreement constitutes the entire contract between the City and Contractor. The
Parties shall not be bound by or be liable for any statement, representation, promise,
inducement, or understanding of any kind or nature not set forth in this Agreement. No
changes, amendments, or modifications of any terms or conditions of the Agreement shall
be valid unless reduced to writing and signed by both parties.

12. CHOICE OF LAW AND VENUE

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.

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13.FEDERAL CLAUSES

1. 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.

2. Access to Records and Reports

1.

Record 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 this Agreement, 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 Agreement for a period of at not less than three (3)
years after the date of termination or expiration of this Agreement, except
in the event of litigation or settlement of claims arising from the
performance of this Agreement, in which case records shall be maintained
until the disposition of all such litigation, appeals, claims or exceptions
related thereto.

Access to Records. The Contractor agrees to provide sufficient access
to the City and the Federal Transit Administration (FTA) and _ their
contractors to inspect and audit records and information related to
performance of this contract as reasonably may be required.

. Access to the Sites of Performance. The Contractor agrees to permit the

City and the FTA and their contractors access to the site(s) of
performance under this Agreement as reasonably may be required.

3. 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 City and FTA, as they may be amended or
promulgated from time to time during the term of this Agreement. Contractor's failure
to comply shall constitute a material breach of this Agreement.

4. No Government Obligation to Third Parties

The City and Contractor acknowledge and agree that, notwithstanding any
concurrence by the US Government in or approval of the solicitation or award of this
Agreement, absent the express written consent by the US Government, the US
Government is not a party to this Agreement and shall not be subject to any

Page 5 of 9

Obligations or liabilities to the City, the Contractor, or any other party (whether or not
a party to this Agreement) pertaining to any matter resulting from this Agreement.
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.

5. 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 US DOT regulations, "Program
Fraud Civil Remedies," 49 CFR 31, apply to its actions pertaining to this Agreement.
Upon execution of this Agreement, 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 this Agreement 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 (I) 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.

6. Civil Rights and Equal Opportunity

i. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. §
5332, the Contractor agrees that it will not discriminate against any
employee or applicant for enployment because of race, color, religion,
national origin, sex, disability, or age. In addition, the Contractor agrees to
comply with applicable Federal implementing regulations and other
implementing requirements FTA may issue.

i. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of
the Civil Rights Act, as amended, 42 U.S.C. §2000e ef seq., and Federal
transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with
all applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of

Page 6 of 9

Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal
Employment Opportunity in Federal Employment," September 24, 965, 42
U.S.C. § 2000e note, as amended by any later Executive Order that amends
or supersedes it, referenced in 42 U.S.C. § 2000e note. 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, religion, national origin, or sex (including sexual orientation and
gender identity). Such action shall include, but not be limited to, the
following: employment, promotion, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. In addition,
the Contractor agrees to comply with any implementing requirements FTA
may issue.

Age. Inaccordance with the Age Discrimination in Employment Act, 29
U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission
(U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29
C.F.R. part 625, the Age Discrimination Act of 975, as amended, 42
U.S.C.§6101et seg., U.S. Healthand HumanServices regulations,
"Nondiscrimination on the Basis of Age in Programs or Activities
Receiving Federal FinancialAssistance," 45 C.F.R. part 90, and Federal
transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from
discrimination against present and prospective employees for reason of
age. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.

Disabilities. In accordance with section 504 of the Rehabilitation Act of 273,
as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 990, as
amended, 42 U.S.C. § 2101 et seq., the Architectural Barriers Act of 968,
as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C.
§ 5332, the Contractor agrees that it will not discriminate against individuals
on the basis of disability. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.

7. Disadvantaged Business Enterprise

i. The Contractor, subrecipient or subcontractor shall not discriminate on the

basis of race, color, national origin, or sex in the performance of this
Agreement. The Contractor shall carry out applicable requirements of 49
C.F.R. Part 26 in the award and administration of DOT-assisted contracts.
Each subcontract the Contractor signs with a subcontractor must include the
assurance in this paragraph (see 49 CFR 26.13(b)). Failure by the Contractor
to carry out these requirements is a material breach of this Agreement, which
may result in the termination of this Agreement or such other remedy as the
City deems appropriate, which may include, but is not limited to:

a. Withholding monthly progress payments;

b. Assessing sanctions;
Cc. Liquidated damages; and/or
d. Disqualifying the contractor from future bidding as non-responsible.

49 C.F.R. § 26.13(b).

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Iv.

8.

The Contractor is required to pay its subcontractors performing work
related to this Agreement for satisfactory performance of that work no later
than 30 days after the C o ntractor's receipt of payment for that work from the
City. In addition, the Contractor may not hold retainage from its subcontractors
or must return any retainage payments to those subcontractors within 30 days
after the subcontractor’s work related to this Agreement is satisfactorily
completed or must return any retainage payments to those subcontractors
within 30 days after incremental acceptance of the subcontractor's work by
the City and Contractor's receipt of the partial retainage payment related to
the subcontractor’s work.

Ifa separate contract goal has been established, Bidders/offerors are
required to document sufficient DBE participation to meet these goals or,
alternatively, document adequate good faith efforts to do so, as provided for
in 49 CFR 26.53.

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

The contractor must promptly notify the recipient whenever a DBE
subcontractor performing work related to this contract is terminated or fails to
complete its work, and must make good faith efforts to engage another DBE
subcontractor to perform at least the same amount of work. The contractor
may not terminate any DBE subcontractor and perform that work through its
own forces or those of an affiliate without prior written consent of the recipient.

Incorporation of Federal Transit Administration (FTA) Terms

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

required by USDOT, whether or not expressly stated in the preceding contract

provisions. All USDOT-required contractual provisions, as stated in FTA Circular

4220.1F, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of

a conflict with other provisions contained in this Agreement. The contractor shall not

perform any act, fail to perform any act, or refuse to comply with any request that

would cause the City to be in violation of FTA terms and conditions.

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

Page 8 of 9

ineligible for contract award under statutory or regulatory authority other than Executive Order
Nos. 12546 and 12689.

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.

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.

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)

Company

Signed By

Name

Title

Date

Page 9 of 9

RESOLUTION R-17-134

Then, if this resolution passes, the accumulated sum of all appropriations of the FY2018
combined annual municipal budget will be $266,398,979. The FY2018 dollar amount under the
limit established by City Charter Section 56-c will be $1,118,105.

SIGNATURES:

The terms and conditions of this agreement are agreed to by the parties upon signature
below.

For the City of Nashua:

James A. Donchess, Mayor

Date:

For Contractor: Bill’s World Class Cleaning Service, Inc.

Print Name

Title

Duly Authorized

Date:

Page 10 of

EXHIBIT A

NASHUA TRANSIT CENTER
30 ELM STREET
NASHUA, NH 03061

Cleaning Tasks = 6 times per week
Monday- Saturday

Dispatch Area
Waiting Area
Bathrooms

Outside Platform

Empty all trash receptacles (inside) and replace liners and deodorize

Dust, wipe clean and sanitize all surface areas, including but not limited
to the seats, vending machines, desk/tables, appliances, cabinets,
dispatch glass, windowsills, door handles; all vent fixtures, water
bubbler

Spot clean all windows and doors as needed

Vacuum all rugs, sweep and wash all floors

Replenish toilet tissue, towels and soap (in dispensers) as needed
Wash and disinfect all sinks, countertops, toilet bowls; mirrors
Vacuum, wash and disinfect all bathroom floors

Empty outside cigarette dispenser

Pick up general trash around outside platform pad and Advertising
Boxes