Search

includes any environmental, superfund, transportation or excise tax or fees, for which the
vendor may be deemed responsible.

e The CONTRACTOR’s Certificate of Liability Insurance must be on file at the CITY's
Purchasing Office and Risk Management Department. New certificates must be
forwarded as coverage is renewed.

e Noconfirming purchase order will be mailed to the CONTRACTOR from the CITY.

e No purchase order needs to be referenced on invoices. Location of delivery point is the
critical data to identify the CITY of Nashua cost center.

e All requests for delivery will come from an authorized CITY employee.

e The CITY is utilizing funding from the Federal Transit Administration for this project. The
federally required FTA clauses for this contract can be found in the attached document
Exhibit A- FTA Clauses which are incorporated herein by reference.

3. INSURANCE REQUIREMENTS

CONTRACTOR shall carry and maintain in effect during the performance of services under this
contract:

> General Liability (which must include hazardous material/waste coverage):
$1,000,000 per Occurrence, $2,000,000 Aggregate (City of Nashua Additional
Insured)

» Motor Vehicle Liability: $1,000,000 Combined Single Limit *coverage must include all
owned, non-owned and hired vehicles. (City of Nashua Additional Insured)

>» Workers’ Compensation Coverage according to Statute of the State of New Hampshire:
$100,000 / $500,000 / $ 100,000 (Sole Proprietors not subject to Workers'
Compensation requirements)

CONTRACTOR and subcontractors at every tier will fully comply with NH RSA Chapter 281- A,
"Workers' Compensation".

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

The parties agree that CONTRACTOR shall have the status of and shall perform all work under
this agreement as an independent contractor, maintaining control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this
agreement is between the CITY and CONTRACTOR, and nothing in this agreement shall create
any contractual relationship between the CITY and CONTRACTOR's consultants, sub consultants,

contractors. The parties also agree that CONTRACTOR is not a CITY employee and that there
shall be no:
1. Withholding of income taxes by the CITY;
2. Industrial insurance coverage provided by the CITY:
3. Participation in group insurance plans which may be available to employees of the CITY:
4. Participation or contributions by either the CONTRACTOR or the CITY to the public
employees retirement system;
Accumulation of vacation leave or sick leave provided by the CITY;
Unemployment compensation coverage provided by the CITY.

On

CONTRACTOR will provide the CITY with certificates of insurance for coverage, as listed, and
endorsements affecting coverage required by the Agreement. The CITY requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is licensed
by the State of New Hampshire. General Liability, Employers’ Liability and Auto Liability
policies must_name the City of Nashua_as an additional insured_and reflect on the
certificate of insurance. CONTRACTOR is responsible for filing updated certificates of insurance
with the City of Nashua's Risk Management Department during the life of the contract.

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

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, 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 CITY 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.

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 contract.
CONTRACTOR's indemnity, defense and hold harmless obligations, or portions thereof, shall not
apply to liability caused by the negligence or willful misconduct of the party indemnified or held
harmless

. GOVERNING LAW AND VENUE

This Agreement shall be interpreted and enforced in accordance with the laws of the state of New
Hampshire, excluding any choice of Law or conflicts of law rules that would result in the application
of the laws of a different jurisdiction, and any litigation related to this Agreement shall be brought
in a state court located in the State of New Hampshire.

. SEVERABILITY

If any provision of this Agreement is determined to be void, unlawful, or otherwise unenforceable,
that provision shall be severed from the remainder of this Agreement, and replaced automatically
by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as
possible, or otherwise modified in such fashion as to preserve, to the maximum extent possible,
the original intent of the Parties, and this Agreement, as so modified, shall continue to be in full
force and effect.

. AMENDMENT

No modification, amendment, or other change to this Agreement shall be effective unless agreed
to in a writing signed by each of the Parties.

Any proposed modification to the Scope of Work, including schedule, shall be submitted in writing
to the CITY with an explanation for the need to amend the Agreement and proposed adjustment.

. NO WAIVER

Failure or forbearance by any Party to exercise any of its rights or remedies under this Agreement
shall not constitute a waiver of such rights or remedies in that or any other instance. No Party shall
be deemed to have waived any right or remedy resulting from such failure to perform unless it has
made such waiver specifically in writing.

. TERMINATION

This Agreement can be terminated, in its sole discretion, by the CITY at any time, and
CONTRACTOR will be paid for all work performed up to the termination date. The CITY shall have
the benefit of all work performed to the date of termination, and is entitled to all work, reports,
drafts, notes, recommendations, etc. performed or prepared by CONTRACTOR up to the
termination date. For termination by default please refer to the FTA clauses located within Exhibit
A.

. ENTIRE AGREEMENT

This Agreement and any amendments to this Agreement contain the complete agreement
between the Parties with respect to the subject matter of this Agreement and supersede all other
agreements and understandings, whether written or oral, with respect to the matters contained in
this Agreement, including any letters of intent, term sheets or similar proposals exchanged by the
Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the

CITY OF NASHUA
By: James W. Donchess, Duly Authorized

Signature:

Title: Mayor

Date:

CONTRACTOR
By:Mark Romaine _, Duly Authorized

Signature:

Title: Chief Operating
Officer

Date:

EXHIBIT A

Privacy

(a) The CONTRACTOR agrees to comply with, and assures the compliance of its employees with,
the information restrictions and other applicable requirements of the Privacy Act of 1974, 5
U.S.C.§ 552a. Among other things, the CONTRACTOR agrees to obtain the express consent
of the Federal Government before the CONTRACTOR or its employees operate a system of
records on behalf of the Federal Government. The CONTRACTOR understands that the
requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,
apply to those individuals involved, and that failure to comply with the terms of the Privacy Act
may result in termination of the underlying contract.

(b) The CONTRACTOR also agrees to include these requirements in each subcontract to administer
any system of records on behalf of the Federal Government financed in whole or in part with
Federal assistance provided by FTA.

Non-Discrimination
(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, allas 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.

(bo) 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 CONTRACTORS
to insert a similar provision in all subcontracts, except contracts for standard commercial supplies
or raw materials.

The CONTRACTOR also agrees to include these requirements in each subcontract financed in whole or in
part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

(c) Disadvantaged Business Enterprise (DBE)

a. This Agreement is subject to the requirements of Title 49, Code of Federal Regulations, Part
26, Participation by Disadvantaged Business Enterprises in Department of Transportation
Financial Assistance Programs. The national goal for participation of Disadvantaged
Business Enterprises (DBE) is 10%. Nashua Transit's overall goal for DBE participation is
2.0%. A separate contract goal has not been established for this procurement.

Board of Aldermen
City of Nashua

229 Main Street June M. Caron

Nashua, NH 03061-2019 Ward 7 Alderman
(603) 589-3030

TO: Board of Aldermen
FROM: Alderman June M. Caron, Ward 7
DATE: December 7, 2017

SUBJ: Summary of Expenditures — Nashua Senior Activity Center

Below please find the summary of improvements the Nashua Senior Activity Center was able to
accomplish with the $25,000 allocated by the City after placing $5,000 in reserve:

eVCT elevator floor replaced

eFlooring replaced in rental office

eCarpet in lobby replaced

eCement in front of entrance power-washed

eRepair crack in cement on walkway

ePainting of Card/Music room, Craft room, 2 Offices and downstairs hallway
eSteam cleaning of carpets

eSteam cleaning of kitchen and bathrooms

eWall tile scrubbed and cleaned in bathrooms

eKitchen door repair

eRepair front pillars and paint outside overhang

eReplace window sill on parking lot side of building

eADA signage —main lobby

eRefinish hardwood floor

eRepair 3 security light fixtures

eStrip and wash VCT floor in Dining Room and downstairs hall
elnstalled 2 fans in Fitness Room

Other items pending include:

eReplacement of front door hardware
eElectrical work including ballasts
ePull and reset kitchen door

eChair rails for function room.
eReplace remainder of can lights

b. The CONTRACTOR shall not discriminate on the basis of race, color, national origin, or sex
in the performance of this contract. The CONTRACTOR shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted
contract. Failure by the CONTRACTOR to carry out these requirements is a material breach
of this contract, which may result in the termination of this contract or such other remedy, as
Nashua Transit deems appropriate. Each subcontract the CONTRACTOR signs with a
SUBCONTRACTOR must include the assurance in this paragraph ( see 49 CFR 26.13(b)).

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

d. The CONTRACTOR is required to pay its SUBCONTRACTOR'S performing work related to
this contract for satisfactory performance of that work no later than 30 days after the
CONTRACTOR'S receipt of payment for that work from Nashua Transit.

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

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

(d) Access Requirements for Individuals with Disabilities

The CONTRACTOR shall comply with 49 USC 5301(d), stating Federal policy that the elderly and
persons with disabilities have the same rights as other persons to use mass transportation services
and facilities and that special efforts shall be made in planning and designing those services and
facilities to implement that policy. Consultant shall also comply with all applicable requirements of
Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination
on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended,
42 USC 12101 et seq., which requires that accessible facilities and services be made available
to persons with disabilities, including any regulations and subsequent amendments.

Records

Where the CITY is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA
Recipient in accordance with 49 C. F. R. 18.36(i), the CONTRACTOR agrees to provide the CITY, the FTA
Administrator, the Comptroller General of the United States or any of their authorized representatives
access to any books, documents, papers and records of the CONTRACTOR which are directly pertinent to
this contract for the purposes of making audits, examinations, excerpts and transcriptions. CONTRACTOR
also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized
representatives including any PMO CONTRACTOR access to CONTRACTOR'S records and construction
sites pertaining to a major capital project, defined at 49

U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49
U.S.C. 5307, 5309 or 5311.

The CONTRACTOR agrees to permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.

The CONTRACTOR agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three years after the date of termination or expiration of this contract,
except in the event of litigation or settlement of claims arising from the performance of this contract, in which
case CONTRACTOR agrees to maintain same until the CITY, the FTA Administrator, the Comptroller
General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims

or exceptions related thereto. Reference 49 CFR 18.39(i)(11 ).

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

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

Environmental Resource Conservation and Energy Requirements

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

(a) Air Pollution.

The CONTRACTOR agrees to comply with the joint FHWA/FTA regulations, "Air Quality Conformity
and Priority Procedures for Use in Federal-Aid Highway and 49 C.F.R. Part 623. The
CONTRACTOR agrees to obtain satisfactory assurances that any facilities or equipment acquired,
constructed, or improved under the contract are or will be designed and equipped to limit air
pollution as provided in accordance with the following EPA regulations: "Control of Air Pollution
from Motor Vehicles and Motor Vehicle Engines," 40 C.F.R. Part 85; "Control of Air Pollution from
New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines: Certification and Test
Procedures,” 40 C.F.R. Part 86; and "Fuel Economy of Motor Vehicles," 40 C.F.R. Part 600; in
accordance with the applicable Federally-approved State Implementation Plan (in particular, the
Transportation Control Measures); and in accordance with applicable Federal regulations,
directives and other standards. CONTRACTOR also agrees to include these requirements in each
subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by
FTA.

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

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

(c) Clean Water
The CONTRACTOR shall comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. The
CONTRACTOR shall report each violation to the CITY and understands and agrees that the CITY
will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA
Regional Office. CONTRACTOR also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Interest of Members of or Delegates to Congress

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

Federal Participation. Laws. Regulations. and Assistance
CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and

directives, including without limitation those listed directly or by reference in the Master Agreement
between Nashua Transit and FTA, as they may be amended or promulgated from time to time during the

term of this contract. CONTRACTOR'S failure to so comply shall constitute a material breach of this
contract.

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

No Government Obligation

(a)

(b)

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 nota
party to this contract and shall not be subject to any obligations or liabilities to the CITY, the
CONTRACTOR, or any other party (whether or not a party to that contract) pertaining to any matter
resulting from the underlying contract.

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

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

Program Fraud and False or Fraudulent Statements or Related Acts.

(a)

(b)

(c)

The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C.§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition to
other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes,
or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems
appropriate.

The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C.§ 5307, the Government reserves the
right to impose the penalties of 18 U.S.C.§ 1001 and 49 U.S.C.§ 5307(n)(1) on the CONTRACTOR,
to the extent the Federal Government deems appropriate.

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

Entire Agreement

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

Termination

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

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

Opportunity to Cure: CITY, shall, in the case of a termination for breach or default, allow the
CONTRACTOR (10) ten days in which to cure the defect. In such case, the notice of termination will
state the time period in which cure is permitted and other appropriate conditions.

If CONTRACTOR fails to remedy to CITY'S satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within ten (10) days after receipt by CONTRACTOR of written
notice from CITY setting forth the nature of said breach or default, CITY shall have the right to
terminate the Contract without any further obligation to CONTRACTOR. Any such termination for
default shall not in any way operate to preclude CITY from also pursuing all available remedies against
CONTRACTOR and its sureties for said breach or default.

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

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

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