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6.

Federal Participation. Laws. Requlations. and Assistance

CONTRACTOR shail 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)

(a)

(6)

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 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 contro! 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 ii 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.

(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. It is further agreed that the clauses
shall not 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 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: In the 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. If the
termination is for the convenience of CITY, the CONTRACTOR shail 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
if the 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.

F4: 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.

12. 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 shall 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
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 Couri—Nashua and not
elsewhere.

14. 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 shall 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 party 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 after 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 shall 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 to micro-purchases ($3,500 or less, except for construction contracts
over $2,000). Contractor shall: a. use privately owned US-Flag commercial vessels to ship at least 50% of

the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved,
whenever shipping any equipment, material or commodities pursuant to the underlying contract to the
extent such vessels are available at fair and reasonable rates for US flag commercial vessels; b. furnish
within 20 working days following the loading date of shipments originating within the US or within 30
working days following the loading date of shipments originating outside the US, a legible copy of a rated,
“on-board” commercial bill-of-lading in English for each shipment of cargo described herein to the Division
of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to
the recipient (through contractor in the case of a subcontractor’s bill-of-lading.); c, include these
requirements in all subcontracts issued pursuant to this contract when the subcontract involves the
transport of equipment, material or commodities by ocean vessel; d. Requires Bidder and subcontractors
at every tier to use United States-flag air carriers, to the extent service by these carriers is available.
When the contract may involve the international transportation of goods, equipment, or personnel by air,
the contract must. 49 U.S.C. 40118 and 4 CFR Part 52.

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

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

UNFINISHED BUSINESS — ORDINANCES

NEW BUSINESS — RESOLUTIONS
R-17-161
Endorser: Mayor Jim Donchess
AMENDING NASHUA RAIL TRANSIT COMMITTEE
NEW BUSINESS — ORDINANCES
PERIOD FOR GENERAL PUBLIC COMMENT
REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN

Committee announcements:

ADJOURNMENT

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 tier 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.

TA
Executed this ie day of Sune Shae
By: “Zo Ca

(Signature of authorized official)

Cantracting OCicer

(Title of authorized official)

APPENDIX B
CERTIFICATION OF RESTRICTIONS ON LOBBYING

(1)

(2)

(3)

fac: Shep her Ellis, ” hereby certify on behalf ofthe
Bis aads\ lane 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 of 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, or 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.

' ZOeN
Executed this _[¢*» day of une 2048

By:

Pee

(Signature of authorized official)

Contracting offres
(Title of authorized official)

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

June 30, 2021
Memo #22-145

TO: Mayor Donchess
Finance Committee

SUBJECT: FY22 Unleaded Fuel Contract in the amount not to exceed $478,178 funded from
accounts 61300 Unleaded Fuel

Please see attached communications from Camille Correa, Transportation Manager, dated June 29, 2021
for project specific details related to this purchase. Below please find a summary of the purchase approval
request:

Item: Unleaded Fuel FY22 Contract

Value: Estimated annual usage of 215,250 gallons at $2.2215/gal for a total not to exceed
$478,178

Vendor: Global Montello Group Corp of Waltham MA

Department: 186 Transportation
Source Fund: 61300 Unleaded Fuel

Ordinance: Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and
contractual services, except as otherwise provided herein, when the estimated
cost thereof shall exceed $10,000 shall be purchased by formal, written contract
from the lowest responsible bidder, after due notice inviting bids.

A competitive bidding RFP for this project was issued on 5/25/2021 and the following bids were received:

Vendor Location Amount Note
Burke Oil Tauton MA $2.227/gal

East River Energy | Gilford, CT 52.467/gal

Global Montello Waltham, MA | $2.2215/gal

We recommend this bid to be awarded to the lowest total cost vendor who met the IFB specified
requirements.

The Community Development Division: Transit Department, and the Purchasing Department respectfully
request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: C Correa
J Graziano

. Cc ity Devel t
City of Nashua Planning and Zoning.
. sone Building Safet
Community Development Division Code Enforcement

Urban Programs

City Hall, 229 Main Street, PO Box 2019 Conservation Commission
Nashua, New Hampshire 03061-2019 Transportation
www.nashuanh.gov FAX

589-3095
589-3090
589-3080
589-3100
589-3085
589-3105
880-0100
589-3119

Date: June 30, 2021

To: Jim Donchess, Mayor
From: Camille Correa, Transportation Administrator

Re: Finance Committee —Nashua Transit System Unleaded Fuel

On May 25, 2021the City of Nashua released an IFB for Unleaded fuel. NTS sent this IFB to ten

(10) vendors.

On June 9, 2021 three (3) bid submittals were received. The bid received from Global Montello
Group in the amount of $2.2215/gallon was the lowest bid received. The other bids received were
from Burke Oil $2.2270/gallon and from East River Energy $2.4670/gallon. NTS considers Global

Montello Group to be a responsible and responsive vendor.

NTS has determined that competition was fair and adequate and there was no undue restrictiveness,

within the bid.

REGULAR 87 UNLEADED GASOLINE WITH A MAXIMUM 10% ETHANOL
AGREEMENT BETWEEN THE CITY OF NASHUA, NH
AND
Global Montello Group Corp.

THIS AGREEMENT is made and entered into effective as of July 1, 2021 by and between the
CITY of Nashua, located at 229 Main Street, Nashua, NH 03060 (the "CITY") and Global Montello
Group, located at 800 South Street, Waltham MA_02454 (the “CONTRACTOR’).

WITNESSETH

WHEREAS, the CITY is desirous of obtaining Regular 87 Unleaded Gasoline with a Maximum 10%
Ethanol for the City of Nashua. NOW, THEREFORE, in consideration of the foregoing recitals and
covenants and agreements of each of the parties herein set forth, the parties do agree as follows:

. CONTRACTOR SERVICES

The CITY does hereby engage and retain the CONTRACTOR to deliver REGULAR 87
UNLEADED GASOLINE WITH A MAXIMUM 10% ETHANOL.

. COMMENCEMENT AND TERM

Deliveries shall commence upon the full execution of this Agreement and shall proceed diligently
and in good faith from July 1, 2021 through June 30, 2022, with an option to extend for up to one
(1) year at a price not to exceed the year 2 pricing proposed by the Contractor in the bid associated
with IF-B0490-060921.

e The CONTRACTOR will deliver quantities requested to all specified City locations within a
24- hour time period. Friday requests will be delivered on Monday.

e The CONTRACTOR’s drivers will take precautions to prevent spillage during deliveries.
Driver will immediately notify CITY of Nashua personnel of problems resulting from
defective equipment at any of our delivery locations in Nashua, NH. The City of Nashua
will not be responsible for spillage during deliveries.

e Quantity of 215,250 gallons is stated as an estimate based on history and anticipated
needs. The CITY shall not be bound to this specific quantity to fulfill the agreement.

e Deliveries must be made between 7:00am - 4:00pm EST.
e Anauthorized CITY of Nashua employee must sign all delivery slips.

e Allinvoices must be forwarded to CITY of Nashua, c/o Accounts Payable, City Hall, 229
Main Street, PO Box 2019, Nashua NH 03061-2019. Invoices must identify the delivery
point, date and quantity, and must include proof of delivery slip.

e Delivery price will not exceed $ 2.2215 per gallon for the duration of this agreement. The
offered price shall include all taxes, fees, delivery cost and all other charges. Any and all
relevant fees and taxes that are in place at the time of the proposal submittal have been
included in the offered mark-up and transportation charge stated by the vendor. This