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3 Disadvantaged Business Enterprise To the extent authorized by applicable Federal law,
the Recipient agrees to facilitate, and assures that each Third Party Participant will facilitate,
participation by small business concems owned and controlled by socially and economically
disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in
the Project as follows: (1) Requirements. The Recipient agrees to comply with: (a) Section
1101(b) of MAP-21, 23 U.S.C. § LOL note, (b) U.S. DOT regulations, “Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
Programs,” 49 C.F.R. part 26, and (¢) Federal transit law, specifically 49 U.S.C. § 5332, as stated
in section a, (2) Assurance. As required by 49 C.E.R. § 26.13(a), the Recipient provides
assurance that: The Recipient shal] not discriminate on the basis of race, color, national origin, or
sex in the award and performance of any DOT- assisted contract or in the administration of its
DBE program or the requirements of 49 C.ELR. part 26. The Recipient shall take all necessary
and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and
administration of DOT-assisted contracts. The Recipient's DBE program, as required by 49
C.F.R. part 26 and as approved by DOT, is incorporated by reference in this agreement.
Implementation of this program is a legal obligation and failure to carry out its terms shall be
treated as a violation of this agreement. Upon notification to the Recipient of its failure to carry
out its approved program, the Department may impose sanctions as provided for under 49 C.FLR.
part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. § 100]
and/or the Program Fraud Civil Remedies Act o F 1986, 31 U.S.C. § 3801 ct seq.,

4. Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with Federal
prohibitions against discrimination on the basis of sex, including: (1) Title LX of the Education
Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq., (2) U.S, DOT regulations,
“Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal
Financial Assistance,” 49 C.F.R. part 25, and (3) Federal transit law, specifically 49 U.S.C. §
5332, as stated in section a,

5. Nondiscrimination on the Basis of Age. The Recipient agrees to comply with Federal
prohibitions against discrimination on the basis of age, including: (1) The Age Discrimination in
Employment Act (ADEA), 29 U.S.C. §§ 621 - 634, which prohibits discrimination on the basis
of age, (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age
Discrimination in Employment Act,” 29 CLF.R. part 1625, which implements the ADEA, (3) The
Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6J01 et seq., which prohibits
discrimination against individuals on the basis of age in the administration of programs or
activities receiving Federal funds, (4) U.S. Health and Human Services regulations,
“Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial
Assistance,” 45 C.F.R. part 90, which implements the Age Discrimination Act of 1975, and
Federal transit law, speci fically 49 U.S.C. § 5332, as stated in section a,

6. Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the
following Federal prohibitions pertaining to discrimination against seniors or individuals with
disabilities: (1) Federal laws, including: (a) Section 504 of the Rehabilitation Act of 1973, as
amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the
administration of federally funded programs or activities, (b) The Americans with Disabilities

Act of 1990 (ADA), as amended, 42 U.S.C. 8 {2101 ef seq., which requires that accessible
facilities and services be made available to individuals with disabilities, (c) The Architectural
Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seg., which requires that buildings and
public accommodations be accessible to individuals with disabilities, (d) Federal transit law,
specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for
diserimination, and (¢) Other applicable laws and amendments pertaining to access for elderly
individuals or individuals with disabilities, (2) Federal regulations, including: (a) U.S. DOT
regulations, “Transportation Services for individuals with Disabilities (ADA).” 49 CLF. part
37, (b) U.S. DOT regulations, “Nondiscriminuation on the Basis of Disability in Programs and
Activities Receiving or Bencfiting from Federal Financial Assistance,” 49 CPLR. part 27, US.
DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels.” 49
C.F.R. part 39, (d) Joint U.S. Architectural and ‘Transportation Barriers Compliance Board (U.S.
ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility
Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 CLF.R. part 38, (e) U.S.
DOJ regulations, “Nondiserimination on the Basis of Disability in State and Local Governnient
Services,” 28 C.F.R. part 35, (f) U.S. DOS repulations, “Nondiscrimination on the Basis of
Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (2) US.
EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act.” 29 C.F.R. part 1630, (hh) U.S. Federal Communications Commission
regulations, “Telecommunications Relay Services and Related Customer Promises Equipment
for Persons with Disabilities,” 47 CER. part 64, Subpart F, (i) U.S. ATBCB regulations,
“Electronic and Information Technology Accessibility Standards.” 36 C.F.R. part 1194, and (i)
FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and
(3) Other applicable Federal civil rights and nondiscrimination guidance,

aT Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The
Recipient agrees to comply with the confidentiality and civil rights protections of: (1) The Drug
Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § L101 et seq., (2) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970, as amended, 42 U.S.C’. § 4541 et seq.. and (3) The Public Health Service Act, us amended,
42 U.S.C. §§ 290dd — 290dd-2,

8. Access to Services for People with Limited English Proficiency. Except as the Federal
Government determines otherwise in writing, the Recipient agrees to promote accessibility of
public transportation services to people whose understanding of English is limited by following:
1) Executive Order No. 13166, “Improving Access to Services for Persons with Limited English
Proficiency,” August 11, 2000, 42 U.S.C. § 2000d-1 noie, and (2) U.S. DOT Notice, “DOT
Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficiency (LEP)
Persons,” 70 Fed. Reg. 74087. December 14, 2005,

9. Environmental Justice. Except as the Federal Government determines otherwise in
writing, the Recipient agrees to promote environmental justice by following: (1) Executive Order
No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations,” February 1]. 1994, 42 U.S.C, § 4321 note, as well as facilitating
compliance with that Executive Order, and (2) DOT Order 56 10.2, “Department of

Transportation Actions To Address Environmental Justice in Minority Populations and Low-
Income Populations,"62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent and applicable
edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit
Administration Recipients,” August 15, 2012, to the extent consistent! with applicable Federal
laws, regulations, and guidanee, and

10. Other Nondiscrimination Laws. Except as the Federal Government determines otherwise
in writing, the Recipient agrees to: (1) Comply with other applicable Federal nondiscrimination
laws and regulations, and (2) Follow Federal guidance prohibiting discrimination.

{1. Contractor shall include these requirements in each subcontract financed in whole or in
part with FTA assistance, modified only if necessary to identify the affected parties.

Breaches and Dispute Resolution
All contracts over $100,000.

Dispute Resolution. The parties shall attempt to resalve any dispute related to this Contract as
follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning the dispute. No dispule shall
be considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the

other party,

The parties shall then attempt to resolve the dispute through good faith efforts and negotiation.
Unless otherwise directed by the City, at all times Seller shall continue performance under the
Contract Documents while matters in dispute are being resolved, if the parties are unable to
resolve their dispute as described above within 30 days, the parties’ reserve the right lo pursue
any available legal and/or cquitable remedies for any breaches of this contract except as that
right may be limited by the terms of this Contract.

Should either party to the Contract suffer injury or damage to person or properly because of any
act or omission of the party or of any of its employees, agents or others for whose acts it is
legally liable, a claim for damages therefore shall be made in writing to such other party as soon
as practicable after the first observance of such injury or damage.

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.

Disadvantaged Business Enterprise

I. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The contractor shall carry out
applicable requirements of 49 C.P.R. part 26 in the award and administration of DOT-assisted
contracts. Failure by the contractor to carry out these requirements is a material breach of this

contract, Which may result in the termination of this contact or such other remedy as the
recipient deems appropriate, which may include, but is not limited to:

a. Withholding monthly progress payments,

b, Assessing sanctions;

c. Liquidated damages; and/or

d. Disqualifying the contractor from future bidding as non-responsible. 49 CPLR. §
26,13(b).

2. The contractor shall not discriminate on the basis of racc, color, religion, 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 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 the municipal corporation deems
appropriate. Each subcontract the contractor signs with a subcontractor must include the
assurance in this paragraph (see 49 CPR 26.13{b)).

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

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

S. 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 recipient. In addition, the contractor may not hald
retainage from its subcontractors or must return any retainage payments to those subcontractors
within 30 days after the subcontractor’s work related to this contract is satisfactorily completed
or must return any retainage payments to those subcontractors within 30 days afler incremental
acceptance of the subcontractor’s work by the recipient and contractor's receipt of the partial
retainage payment related to the subcontractor’s work.

6. The contractor must promptly notify the recipient whenever a DBE subcontractor
performing work related to this contract is terminated or fails to complete its work, and musi
make good faith efforts to engage another DBE subcontractor to perform at least the same
amount of work. The contractor may nol terminate any DBE subcontractor and perform that
work through its own forces or those of an affiliate without prior written consent o Ff the recipient.

This affidavit must be on the form provided by NTS, which is enclosed with this bid package

Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms & Conditions required by
USDOT, whether or not expressly stated in the preceding contract provisions. All USDOT-
required contractual provisions, as stated in PTA Circular 4220.1 FP, are hereby incorporated by
reference, Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
decmed 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 lo comply with any
request that would cause the recipient to be in violation of FTA terms and conditions.

Other Federal Requirements

I. Full and Open Competition In accordance with 49 U.S.C. § 5325(a) all procurement
transactions shall be conducted in a manner that provides {ull and open competition.

2. Prohibition Against Exclusionary or Discriminatory Specifications

Apart from inconsistent requirements imposed by Federal statute or regulations, the contactor
shall comply with the requirements of 49 USC 5323(h)(2) by refraining from using any FTA
assistance to support procurements using exclusionary or discriminatory specifications.

By Conformance with ITS National Architecture

Contractor shall conform, to the extent applicable, to the National Intelligent Transportation
Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and
as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice,
“ETA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 ciseq., January 8,
2001, and any other implementing directives FTA may issuc at a later date, except to the extent
FTA determines otherwise in writing.

4, Access Requirements for Persons with Disabilities

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.

Contractor 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 Disabilitics Act of 1990 (ADA), as amended, 42 USC 12101 ct seq.,
which requires that accessible facilities and services be made available to persons with
disabilities, including any subsequent amendments thereto.

a Notification of Federal Participation

To the extent required by law, in the announcement of any third party contract award. for goods
and services (including construction services) having an aggregate value of $500,000 or more,
contractor shall specify the amount of Federal assistance to be used in financing that acquisition
of zoods and services and to express that amount of Federal assistance as a percentage of the
total cost of the third party contract,

6. Interest of Members or Delegates to Congress
No members of, or delegates to, the US Congress shall be admitted to any share or part of this
contract nor to any benefit arising therefrom,

7. Ineligible Contractors and Subcontractors

Any name appearing upon the Comptroller General's list of incligible contractors for federally-
assisted cantracts shall be incligible to act as 4 subcontractor for contractor pursuant to this
contract. If contractor is on the Comptroller General's list of ineligible contractors for federally
financed or assisted construction, the recipient shall cancel. terminate or suspend this contract.

8. Other Contract Requirements

To the extent not inconsistent with the foregoing Federal requirements, this contract shall also
include those provisions attached hereto, and shall comply with the recipient's Procurement!
Guidelines, available upon request from the recipient.

9, Compliance with Federal Regulations

Any contract entered pursuant to this solicitation shall contain the following provisions: All
USDOT-required contractual provisions, us set forth in FTA Circular 4220.11, are incorporated
by reference.

Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the event
of a conflict with other provisions contained in this Agreement. Contractor shall not perform any
act, fail to perform any acl, or refuse to comply with any grantee request that would cause the
recipient to be in violation of FTA terms and conditions, Contractor shall comply with all
applicable FTA regulations, policies, procedures and directives, including, without limitation,
those listed directly or incorporated by reference in the Master Agreement between the recipient
and FTA, as may be amended or

promulgated from time to time during the term of this contract, Contractor’s failure (o so comply
shall constitute a material breach of this contract.

10. Use of Federal Funds

Please note that federal funds may be used with regard to this Specification. The Federal
Transportation Administration has awarded or may be awarding a grant to NTS to provide the
federal share of the equipment to be purchased within this specification.

11. Record Retention
The successful Bidder must retain in its files of business activity records with for a period of
three (3) years per 49 CFR § 18.36 (i) (11).

Real Property
Any contract entered into shall contain the following provisions: Contractor shall at all times

comply with all applicable statutes and USDOT regulations, policies, procedures and directives
governing the acquisition, use and disposal of real property, including, but not limited to, 29
CFR 18.31, 49 CFR 24 Subpart B, PTA Circular 5010,1D, and FTA Master Agreement, as they
may be amended or promulgated during the term of this contract, Contractor’s failure to so
comply shall constitute a material breach of this contract,

Lobbying Restrictions

The undersigned certifies, to the best of his or her knowledge and belie, 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 cmployce 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 influencing or attempting to influence an officer or employee of any agency, 4
Member of Congress, an officer or employee of Congress, or an employce 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.

3, 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, sub-grants, 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-this4cansaction imposed by section 1352, title 31, U.S. Code, Any person who
fails to le I certification shall be subject to a civil penalty of not less than $10,000
Tor cach such failure.
___ Signature of Contractor's Authorized Official
_ Name and Title of Contractor's Authorized Official

Date

Clean Air Act and Federal Water Pollution Control Act Applicability to Contracts

The Clean Air and Clean Water Act requirements apply to each contract and subcontract
exceeding $150,000. Each contract and subcontract must contain a provision that requires the
recipient to agree to comply with all applicable standards, orders or regulations issued pursuant
to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as
amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency
and the Regional Office of the Environmental Protection Agency (HPA).

The Clean Air Act and Federal Water Pollution Control Act requirements extend to all third
party contractors and their contracts al every tier and subrecipients and their subcontracts at
every tier.

The Contractor agrees:

1} ff will nol ase any violating facilities:

2) [t will report the use of facilities placed on or Hkely to be placed on the U.S. EPA “List of
Violating Facilities,”

3) H will report violations of use of prohibited facilities to PTA: and

4) ft will comply with the inspection and other requirements of the Clean Air Act, as amended.
(42 U.S.C, $§ 7401 ~ 7671); and the Federal Water Pollution Control Act as amended, (33
U.S.C. §§ 1251-1387).

THE CITY OF NASHUA eee eee

Financial Services
Purchasing Department

May 1, 2018

EXHIBIT C - ADDITIONAL TERMS TO SALES AGREEMENT CONFIRMATION — IFB0464-053118

Date: 5/31/2018

Vendor Name:_East River Energy, Inc.

Vendor address; 401 Soundview Road, P.O. Box 388

Vendor address: Guilford, CT 06437

Attention: _ Donald M. Herzog, CEO

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, 2018 through June 30, 2019, 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 personnel 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.

6. All invoices 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 will be S$ (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 vendor 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. Ali requests for delivery will come from an authorized City of Nashua employee.

Jim Donchess

Date

Mayor

City of Nashua NH

Vendor name: East River Eneray, Inc.

Date_5/31/2018 P {

Name: wf
none . érzog, CEO

SVN