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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-neuiral 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 werk 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
compleie 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.

fd) 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 shail 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 72101 et seq., which requires that
accessible facilities and services be made available to persons with disabilities, including any
regulations and subsequent amendments.

3. 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 5341.

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
coniract 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 represeniatives, 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.

4, 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. Part623, 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,

(b) 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 shail
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.

5, Interest of Members of or Delegates to Conaress

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.

6.

Federal Participation. Laws. Requlations. 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.

(a)

(b)

No Government Obligation

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‘er liabilities
to the CITY, the CONTRACTOR, or any other party (whether or not a party te that contract)
pertaining to any matter resulting from the underlying contract.

The CONTRACTOR agrees to include the above clause in each subcontract financed in whele 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.

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.

w MELANSON

Nonattest Services

As part of this engagement we will perform the following nonattest services, based on
information gathered during the audit process:

e Preparation of the financial statements in their entirety.

e Consolidating funds into governmental and business-type activities and converting to the
accrual basis of accounting based on information from the City’s accounting records.

e Preparation of the Data Collection Form (DCF).

We will not assume management responsibilities on behalf of the City. However, we will provide
advice and recommendations to assist management of the City in performing its responsibilities.

The City’s management is responsible for (a) making all management decisions and performing
all management functions; (b) assigning a competent individual to oversee the services;
(c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility
for the results of the services performed; and (e) establishing and maintaining internal controls,
including monitoring ongoing activities.

We are not hosts for any client information. You are expected to retain all financial and non-
financial information to include anything you upload to a portal and are responsible for down-
loading and retaining anything we upload in a timely manner. Portals, including ShareFile, are only
meant as a method of transferring data, are not intended for the storage of client information,
and may be deleted at any time. You are expected to maintain control over your accounting systems
to include the licensing of applications and the hosting of said applications and data. We do not
provide electronic security or back-up services for any of your data or records. Giving us access
to your accounting system does not make us hosts of information contained within.

This engagement is limited to the services previously outlined. Our firm, in its sole professional
judgment, reserves the right to refuse to do any procedure or take any action that could be
construed as making management decisions or assuming management responsibilities, including
determining account codings and approving journal entries.

Reporting

We will issue a written report upon completion of our audit of the City’s basic financial statements.
Our report will be addressed to appropriate addressee, e.g., the governing body of the City.
Circumstances may arise in which our report may differ from its expected form and content based
on the results of our audit. Depending on the nature of these circumstances, it may be necessary
for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s) to our

800.282.2440 | melansoncpas.com

{c) The CONTRACTOR agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. lt is further agreed that the clauses
shall net be modified, except to identify the SUBCONTRACTOR who will be subject to the
provisions.

9. 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.

10. 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 ts 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 accepied, 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 Coniract without any further obligation to CONTRACTOR. Any such termination for
defauit 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 shail 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.

11. Caption

The caption headings of each paragraph hereof are intended for ease of reference only and do not
constitute part of this Agreement. Likewise, the captions shall not be deemed to indicate the
intentions of the parties hereto.

42. Waiver

The failure to enforce at any time any of the provisions of this Agreement and to require at any time
performance of any party of any of the provision hereof shali in no way be construed to be a waiver
of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of
each party thereafter to enforce each and every provision in accordance with the terms of this
Agreement.

13. Governing Law

This Agreement shall be governed exclusively by the laws of the State of New Hampshire and any claim
er 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.

44, Resolution of Disputes. Breaches and other Litigation

The parties shall negotiate in good faith in an attempt to resolve any dispute that may arise under
this Agreement. Disputes that cannot be resolved by negotiation may be submitted to mediation
using a mutually agreed upon mediator. In the absence of an agreement on a mediator, each party
shall select a temporary mediator and those mediators shail jointly select the permanent mediator. If
mediation is not successful, the parties may pursue their remedies as they choose pursuant to this
Agreement. Nothing in this Agreement shall be deemed to prevent the parties from agreeing in the
future to submit a dispute to arbitration.

Performance During Dispute - Unless otherwise directed by CITY, CONTRACTOR shall continue
performance under this Agreement while matters in dispute are being resolved.

Claims for Damages - Should either party to the Agreement suffer injury or damage to person or
property because of any act or omission of the other parity or of any of his or her employees, agents
or others for whose acts he or she is legally liable, a claim for damages therefore shall be made in
writing to such other party within a reasonable time aiter the first observance of such injury of
damage.

Rights and Remedies - The duties and obligations imposed by the Agreement and the rights and
remedies available there under shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available by law. No action or failure to act by CITY or the
CONTRACTOR shail constitute a waiver of any right or duty afforded any of them under the
Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in
any breach there under, except as may be specifically agreed in writing.

15. Cargo Preference
Contracts involving equipment, materials or commodities which may be transported by ocean vessels.

These requirements do not apply te 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 availabie.
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.

16. Rights and Remedies
The duties and obligations imposed by this Agreement and the rights and remedies available under

this Agreement shall be in addition to and not a limitation of any duties, obligations, rights, and
remedies otherwise imposed or available by law.

17. Incorporation of 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 recipient to be in
violation of FTA terms and conditions.

18. Federal Changes

Contractor shall comply with all applicable FTA regutations, 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.

19. 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
($10,000 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.

APPENDIX A
CERTIFICATION OF PRIMARY PARTICIPANT - DEBARMENT

The CONTRACTOR certifies that it, its principals as defined in 49 CFR 29.995, or affiliates, as defined in
49 CFR 29.905:

1.

Are not presently debarred, suspended, purposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;

Have not within a three-year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or
contract under a public transaction, violation of federal, or state antitrust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;

Are not presently indicted for or otherwise criminally or civilly charged by a government entity
(federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) of
this certification; and

Have not within a three-year period preceding this application/proposal had one or more public
transactions (federal, state or local) terminated for cause or default.

The CONTRACTOR is required to comply with 49 CFR 29, Subpart C and must include the requirement
to comply with 49 CFR 29, Subpart C in any lower tler covered transaction.

The CONTRACTOR certifies or affirms the truthfulness and accuracy of the contents of the statements
submitted on or with this certification and understands that the provisions of 31 U.S.C. Sections 3801 et
seq. are applicable hereto.

Executed this day of 2019.

By:

{Signature of authorized official)

(Title of authorized official)

APPENDIX B
CERTIFICATION OF RESTRICTIONS ON LOBBYING

(1)

* hereby certify on behalfofthe
that:

No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into cof any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan,
or cooperative agreement.

lf any funds other than Federal appropriated funds have been paid or will be paid to any person for
influencing or attempting to influence and officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, cr an employee of a Member of Congress in
connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying," in accordance
with its instructions.

The undersigned shall require that the language of this certification be included in the award
documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.

This certification is a material representation of fact upon which reliance is placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.Code. Any person who fails
to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.

Executed this day of 2019.

By:

(Signature of authorized official)

(Title of authorized official)

=) THE CITY OF NASHUA Sie dantige

Administrative Services

Purchasing Department

March 26, 2020
Memo #20-093

To: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR PROFESSIONAL SERVICES WITH PROPERTY VALUATION
ADVISORS (VALUE: $35,000)
DEPARTMENT: 132 ASSESSING; FUND: GENERAL FUND - OVERLAY

Please see the attached communication from the Office of Corporation Counsel on behalf of the
Assessing Department, dated March 18, 2020 for information related to this contract.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other
comparable purchases competitive bidding shall not be required.

The Office of Corporation Counsel, Assessing Department and Purchasing respectfully request your
approval of this contract with Property Valuation Advisors of Newburyport, MA in an amount of
$35,000.

Respectfully; _-
Ld Gi _—
Purchasing Manager

Ce: K. Kleiner J. Graziano