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Purchaser 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.

Termination

49 U.S.C. Part 18
FTA Circular 4220,1F

a. Termination for Convenience (General Provision) Purchaser, may terminate this contract, in whole or
in part, at any time by written notice to the Contractor when it is in the Government's best interest. The
Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up
to the time of termination. The Contractor shall promptly submit its termination claim to Purchaser, to
be paid to the Contractor. If the Contractor has any property in its possession belonging to the
Purchaser, the Contractor will account for the same, and dispose of it in the manner the Purchaser
directs.

b. Termination for Defauit [Breach or Cause] (General Provision) 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, Purchaser, 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 itis later determined by Purchaser, 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, Purchaser, 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.

c. Opportunity to Cure (General Provision) Purchaser, in its sole discretion may, in the case of a
termination for breach or default, allow the Contractor [an appropriately short period of time] 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 Purchaser’s satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within [ten (16) days] after receipt by Contractor of written
notice from Purchaser, setting forth the nature of said breach or default, Purchaser, 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 Purchaser, from also pursuing all available remedies against
Contractor and its sureties for said breach or default.

d. Waiver of Remedies for any Breach In the event that Purchaser, elects to. waive its remedies for any
breach by Contractor of any covenant, term or condition of this Contract, such waiver by Purchaser,
shall not limit Purchaser, remedies for any succeeding breach of that or of any other term, covenant, or
condition of this Contract.

e, Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to
perform the services within the time specified in this contract or any extension or if the Contractor fails
to comply with any other provisions of this contract, Purchaser, may terminate this contract for default.
Purchaser, shall terminate by delivering to the Contractor a Notice of Termination specifying the nature
of the default. The Contractor will only be paid the contract price for supplies delivered and accepted,
or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was
not in default, the rights and obligations of the parties shall be the same as if the termination had been
issued for the convenience of the Recipient.

Civil Rights Requirements

29 U.S.C. § 623, 42 U.S.C. § 2000
42 U.S.C. § 6102, 42 U.S.C. § 12112
42 U.S.C. § 12132, 49 U.S.C. § 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.

Civil Rights - The following requirements apply to the underlying contract:

1.

Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended,
42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended,
42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42
U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees
that it will not discriminate against any employee or applicant for employment
because of race, color, creed, national origin, sex, age, or disability. In addition, the
Contractor agrees to comply with applicable Federal implementing regulations and
other implementing requirements FT A may issue.

Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:

a.

Race, Color, Creed, National Origin, Sex - In accordance with Title VII of
the Civil Rights Act, as amended, 42 U.S.C. § 2000e, 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 Labor," 41
C.F.R. Parts 60 ef seq ., (which implement Executive Order No. 11246,
"Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal
statutes, executive orders, regulations, and Federal policies that may in the
future affect construction activities undertaken in the course of the Project.
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, national origin, sex, or age. 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. In addition, the Contractor agrees to
comply with any implementing requirements FTA may issue.

Age - In accordance with section 4 of the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. § § 623 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 102 of the Americans with
Disabilities Act, as amended, 42 U.S.C, § 12112, the Contractor agrees that
it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R.
Part 1630, pertaining to employment of persons with disabilities. In

addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.

3. 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.

Disadvantaged Business Enterprise(DBE)
49 CER Part 26

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation
by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. Purchaser’s,
overall goal for DBE participation is 1.4 %. A separate contract goal has not been established for this
procurement.

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

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

c

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

The contractor must promptly notify Purchaser, 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 Purchaser.

Incorporation of Federal Transit Administration (FTA) Terms

FTA Circular 4220.1F

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT, as set forth 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 (name of grantee) requests which would
cause (name of grantee) to be in violation of the FTA terms and conditions.

Suspension and Debarment

49 CFR Part 29
Executive Order 12549

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify
that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905,
are excluded or disqualified as defined at 49 CFR 29.940 and 29.945,

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 it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by Purchaser. If it is later determined
that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to
Purchaser, the Federal Government may pursue available remedies, including but not limited to suspension and/or
debarment, The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer
is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further
agrees to include a provision requiring such compliance in its lower tier covered transactions.

Breaches and Dispute Resolution

49 CFR Part 18
FTA Circular 4220.1F

FTA does not prescribe the form or content of such provisions. What provisions are developed will depend on
the circumstances and the type of contract. Recipients should consult legal counsel in developing appropriate
clauses, The following clauses are examples of provisions from various FTA third party contracts.

Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the authorized representative of
(Recipient's [title of employee]. This decision shal! be final and conclusive unless within [ten
(10)] days from the date of receipt of its copy, the Contractor mails or otherwise tumishes a
written appeal to the [title of employee]. In connection with any such appeal, the Contractor
shail be afforded an opportunity to be heard and to offer evidence in support of its position.
The decision of the [title of employee} shall be binding upon the Contractor and the Contractor
shall abide be the decision.

Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall
continue performance under this Contract while matters in dispute are being resolved.

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

Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and
other matters in question between the (Recipient) and the Contractor arising out of or relating
to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in
a court of competent jurisdiction within the State in which the (Recipient) is located.

Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder 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 the (Recipient), (Architect) or Contractor shall constitute a waiver of any right
or duty afforded any of them under the Contract, nor shall any such action or failure to act
constitute an approval of or acquiescence in any breach thereunder, except as may be
specifically agreed in writing.

Lobbying

31 U.S.C. 1352
49 CFR Part 19

e Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A.

Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of
_ 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq. ]

Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated
by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and
DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110¢d)

« Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which
provides that contractors file the certification required by 49 CFR Part 20, Appendix A.

Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying
Disclosure Act of 1995.

Use of "Disclosure of Lobbying Activities,” Standard Form-LLL set forth in Appendix B of 49 CFR
Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying,” 61 Fed.
Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A.

Byrd Anti-Lobbying Amendment, 31 U.S.C, 1352, as amended by the Lobbying Disclosure Act of 1995, P.L.
104-65 [to be codified at 2 U.S.C, § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or
more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies
to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization
for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer
or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any
registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-
Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures
are forwarded from tier to tier up to the recipient.

APPENDIX A, 49 CFR PART 20-CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements

(To be submitted with each bid or offer exceeding $100,000)

The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

1. 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 an 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.

2. Ifany funds other than Federal appropriated funds have been paid or will be paid to any
person for making lobbying contacts to 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 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 [as amended by "Government wide
Guidance for New Restrictions on Lobbying," 61 Fed. Reg, 1413 (1/19/96), Note:
‘Language in paragraph (2) herein has been modified in accordance with Section 10 of the
Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seg .)]

3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards 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 was 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 31, U.S.C. § 1352 (as amended by the
Lobbying Disclosure Act of 1995). 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.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited
expenditure or fails to file or amend a required certification or disclosure form shall be subject
to a civil penalty of not less than $16,000 and not more than $166,000 for each such
expenditure or farlure. |

The Contractor, , certifies or affirms the truthfulness and accuracy of
each statement of its certification and disclosure, if any. In addition, the Contractor
understands and agrees that the provisions of 31 U.S.C. A 3801, ef seq., apply to this
certification and disclosure, if any.

Signature of Contractor's Authorized Official

Name-and Title of Contractor's Authorized Official

Date

Clean Air

42 U.S.C. 7401 et seq
40 CFR 15.61
49 CFR Part 18

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the
Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure
notification to FTA and the appropriate EPA Regional Office.

(2) The 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.

Clean Water Requirements
33 U.S.C, 1251

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant
to the Federal Water Pollution Control Act, as amended, 33 U.S.C, 125] et seq . The Contractor agrees to
report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report
each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

(2) The 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.

Energy Conservation Requirements

40 U.S.C, 3141 et seq.
49 CFR Part 18

Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.

AMERICANS WITH DISABILITIES ACF (ADA)

The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990
(ADA), as amended, 42 USC § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 USC §
794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no
handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity included in or resulting from this
Agreement.

& = THE CITY OF NASHUA “The Cate City’

Financial Services
Purchasing Depariment

May 4, 2016

EXHIBIT C - ADDITIONAL TERMS TO SALES AGREEMENT CONFIRMATION -— IFB0464-052616

Date:

Vendor Name:

Vendor address:

Vendor address:

Attention:

Following are the agreed-upon details of the agreement between the City of Nashua NH and (“The
Contractor”) as they pertain to providing B5 to the specified location within the City of Nashua.

1. Agreement will run from July 1, 2016 through June 30, 2017, with an option to extend for up to one (1)
year.

2. (“The Contractor”) will deliver quantities requested to designated tank locations within a 24-hour time
period. Friday requests will be delivered on Monday.

3, (“The Contractor”) drivers will take precautions to prevent spillage during deliveries. Driver will
immediately notify City of Nashua personne! of problems resulting from defective equipment at City of
Nashua facilities.

4. Deliveries will be via tanker loads or small truckloads depending on order size and/or location.

5. An authorized City of Nashua employee must sign all delivery slips.

IFB0464-052616 EXHIBIT C - ADDITIONAL TERMS TO SALES AGREEMENT CONFIRMATION Page 1 of 2
229 Main Street « Nashua, New Hampshire 03061 © Phone (603) 589-3330 » Fax (603) 589-3344

6. 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.

7. Delivery price wilt be $ (Agreed upon pricing) per gallon for the duration of this agreement.

8. (“The Contractor”) Certificate of Liability Insurance must be on file at our Purchasing Office and Risk
Management Department. New certificates must be forwarded as coverage is renewed,

9. No confirming purchase order(s} will be mailed to XXX from the City of Nashua. Individual locations will
issue draw-down orders to cover processing of invoices. However, no purchase order(s) needs to be
referenced on invoices. Location of delivery point is the critical data to identify the City of Nashua cost
center.

10. All requests for delivery will come from an authorized City of Nashua employee.

Dan Kooken Name:

Purchasing Manager for

City of Nashua NH Vendor name:

IFB0464-052616 EXHIBIT C - ADDITIONAL TERMS TO SALES AGREEMENT CONFIRMATION Page 2 of 2

229 Main Street « Nashua, New Hampshire 03061 * Phone (603) 589-3330 e Fax (603) 589-3344

THE CITY OF NASHUA “The Gate City’

Financial Services

Purchasing Department

June 30, 2016
Memo #17-013

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: APPROVAL OF AGREEMENT TO ADDITIONAL REQUIRMENTS FOR
TECHNOLOGIES OTHER THATN HIGH PRESSURE SODIUM OR METAL HALIDE
LIGHTING (VALUE: $0.00)
DEPARTMENT: 126 FINANCIAL SERVICES

Financial Services Division is seeking approval of the attached agreement which includes Requirements
for the LED Option under the Rate EOL tariff (also attached) that the City of Nashua will operate under as
part of the LED Street Light Conversion Project.

Pursuant to NRO § §-84. Special purchase procedures. A. The competitive bidding process shall not
apply to the following special purchase. (2) Purchases where the cost of the service is fixed by law.

The Financial Services Division CFO and the Purchasing Department recommend the approval of the the
agreement to the terms of the Rate EOL tariff that includes additional requirements for technologies

other than high pressure sodium or metal halide lighting by PSNH dba Eversource Energy of
Manchester, NH.

Respectfully,

Dan Kooken
Purchasing Manager

Ce: J. Griffin D. Danielson

229 Main Street « Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 « Fax (603) 589-3344