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B5 BIODIESEL AGREEMENT BETWEEN
THE CITY OF NASHUA, NH
AND
Broco Oil Inc

THIS AGREEMENT is made and entered into effective as of July 1, 2022 by and
between the CITY of Nashua, located at 229 Main Street, Nashua, NH 03060 (the "CITY") and
Broco Oil Inc., located at 168 Hale St., Haverhill MA 01830 (the "CONTRACTOR").

WITNESSETH

WHEREAS, the CITY is desirous of obtaining B5 Biodiesel fuel blend for the Nashua Transit
System. 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:

1. CONTRACTOR SERVICES

The CITY does hereby engage and retain the CONTRACTOR to deliver BS-Bio-diesel fuel
blend on a year-round basis. It is required that the B5 Biodiesel product being supplied is
formulated utilizing "premium ultra-low sulfur #2" blend stock on a year-round basis.

CONTRACTOR will follow the guidelines listed below for the minimum protection cloud points
required. All fuel as delivered shall meet or exceed the cloud point requirements as stated below
unless superseded by requirements stated at time of order:

ADDITIVE WINTER PREMIUM DIESEL CLOUD POINT REQUIREMENTS
October Ist to December 14th - "B5 fuel delivered" with a required cloud point that
meets or exceeds + 8° cloud point

December 15th to March 14" - "BS5 fuel delivered" with a required cloud point that meets
or exceeds -5° cloud point

March 15 to September 30 - "B5 fuel delivered" with a required cloud point that meets
or exceeds + 20° cloud point

2. 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 contracted price of the initial term.

. The CONTRACTOR will deliver quantities requested to 11 Riverside Street within a
24- hour time period. Friday requests will be delivered on Monday.

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 the 11 Riverside Street, Nashua NH facility.
The City of Nashua will not be responsible for spillage during deliveries.

Quantity stated is an estimate based on history and anticipated needs. The CITY shall
not be bound to this specific quantity to fulfill the agreement.

Deliveries must be made between 6:00am - 9:00pm EST.

The bio-diesel component must meet ASTM-D-6751 code and the final blend must
meet the requirements of the D975 code.

The bio-diesel product must include a cold weather additive.
An authorized CITY of Nashua employee must sign all delivery slips.

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.

Delivery price will be $ 2.434 per gallon for the duration of this agreement.

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

No confirming purchase order will be mailed to the CONTRACTOR from the CITY.
Nashua Transit, acting for the CITY, will issue draw-down orders to cover processing
of invoices. However, no purchase order needs to be referenced on invoices.
Location of delivery point is the critical data to identify the CITY of Nashua cost
center.

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

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

3. INSURANCE REQUIREMENTS

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

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

» Motor Vehicle Liability:
$1,000,000 Combined Single Limit *coverage must include all owned, non-owned and
hired vehicles.

(City of Nashua Additional Insured)

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

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

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

The parties agree that CONTRACTOR shall have the status of and shall perform all work under
this agreement as an independent contractor, maintaining control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this
agreement is between the CITY and CONTRACTOR, and nothing in this agreement shall create
any contractual relationship between the CITY and CONTRACTOR's consultants, sub
consultants, contractors. The parties also agree that CONTRACTOR is not a CITY employee
and that there shall be no:

1. Withholding of income taxes by the CITY;

2. Industrial insurance coverage provided by the CITY;

3. Participation in group insurance plans which may be available to employees of the CITY;

4. Participation or contributions by either the CONTRACTOR or the CITY to the public
employees retirement system;
Accumulation of vacation leave or sick leave provided by the CITY;
Unemployment compensation coverage provided by the CITY.

at

R-17-145
Endorsers: Alderman-at-Large Lori Wilshire
Alderman Ben Clemons
APPROVING THE COST ITEMS OF A COLLECTIVE BARGAINING AGREEMENT BETWEEN
THE NASHUA BOARD OF POLICE COMMISSIONERS AND NASHUA POLICE COMMUNICATION
EMPLOYEES N.E.P.B.A. LOCAL 125, I.U.P.A., AFL-ClIO FROM JULY 1, 2016 THROUGH JUNE 30,
2019 AND AUTHORIZING A RELATED TRANSFER OF $42,200
e Budget Review Committee Recommends: Final Passage

R-17-148
Endorsers: Mayor Jim Donchess
APPROVING AN AMENDMENT TO THE LEASE AND OPERATING AGREEMENT WITH AVSG LP
e Finance Committee Recommends: Final Passage

R-17-155
Endorser: Alderman-at-Large Brian S. McCarthy
Alderman Richard A. Dowd
AUTHORIZING PENNICHUCK CORPORATION AND PENNICHUCK EAST UTILITY, INC. TO ENTER
INTO A LONG TERM LOAN AND FIXED ASSET LINE OF CREDIT WITH COBANK, AND TO
REFINANCE INTERCOMPANY LOANS
e Pennichuck Water Special Committee Recommends: Final Passage

R-17-156
Endorser: Alderman-at-Large Brian S. McCarthy
Alderman Richard A. Dowd
APPROVING THE PROPOSAL OF PENNICHUCK CORPORATION TO ENTER INTO A
REPLACEMENT LINE OF CREDIT WITH TD BANK, N.A.
e Pennichuck Water Special Committee Recommends: Final Passage

R-17-157
Endorser: Alderman-at-Large Brian S. McCarthy
Alderman Richard A. Dowd
AUTHORIZING PENNICHUCK CORPORATION AND PENNICHUCK WATER WORKS, INC.
TO ISSUE BONDS AND ENTER INTO A FIXED ASSET LINE OF CREDIT WITH TD BANK, N.A.
e Pennichuck Water Special Committee Recommends: Final Passage

R-17-160

Endorsers: Mayor Jim Donchess

Alderman Richard A. Dowd

Alderman David C. Tencza

Alderman-at-Large Lori Wilshire

Alderman June M. Caron

Alderman-at-Large Michael B. O’Brien, Sr.

Alderman Tom Lopez

Alderwoman Mary Ann Melizzi-Golja
RELATIVE TO THE TRANSFER OF $42,000 FROM DEPARTMENT 194 — CONTINGENCY,
ACCOUNT 70100 —- GENERAL CONTINGENCY TO DEPARTMENT 109 — CIVIC & COMMUNITY
ACTIVITIES, ACCOUNTING CLASSIFICATION 56 — OUTSIDE AGENCIES FOR THE PURPOSE OF
PROVIDING FUNDING TO REVIVE RECOVERY, INC. FOR A COMMUNITY RECOVERY COACH

e Budget Review Committee Recommends: Final Passage

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

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

» Ifaggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, CONTRACTOR must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

> The specified insurance requirements do not relieve CONTRACTOR of its
responsibilities or limit the amount of its liability to the CITY or other persons, and
CONTRACTOR is encouraged to purchase such additional insurance, as it deems
necessary.

>» The insurance provided herein is primary, and no insurance held or owned by CITY shall
be called upon to contribute to a loss.

>» CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the CITY, caused in whole or part by CONTRACTOR or
anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify
and shall defend and hold harmless the CITY, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action, legal or
administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest,
attorney's fees, costs and expenses of any kind or nature in any manner caused, occasioned, or
contributed to in whole or in part by reason of any negligent act, omission, or fault or willful
misconduct, whether active or passive, of CONTRACTOR or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. CONTRACTOR's indemnity, defense and hold harmless obligations, or portions
thereof, shall not apply to liability caused by the negligence or willful misconduct of the party
indemnified or held harmless

4. GOVERNING LAW AND VENUE

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

5. SEVERABILITY

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

6. AMENDMENT

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

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

7. NO WAIVER

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

8. TERMINATION

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

9. ENTIRE AGREEMENT

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

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

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

Signature:

Title: Mayor

Date:

VENDOR

By: Kristocnes E\\t5_, Duly Authorized
Signature: LQ Cs

Title: Conttacking Micer

Date: G/I6 (7

Ai Privacy

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

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

2, Non-Discrimination

(a) Title V! of the Civil Rights Act of 1964
The CONTRACTOR agrees to comply with all requirements of Title VI of the Civil Rights Act of
1964, 42 U.S.C. § 2000d section 303 of the Age Discrimination Act of 1975, 42 U.S.C.
§6102, section 202 of the Americans with Disabilities Act of 1990, § 12132, and Federal transit law
at 49 U.S.C. § 5332, allas amended as well as USDOT regulations, "Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation", 49 CFR Part 21. In
addition, the CONTRACTOR agrees to comply with applicable Federal implementing regulations
and other implementing requirements FTA may issue.

(b) Equal Employment Opportunity
The CONTRACTOR will not discriminate against any employee or applicant for employment

because of race, color, creed, sex, disability, age, or national origin. The CONTRACTOR
agrees to take affirmative action to ensure that applicants are employed, and that employees
are treated during employment, without regard to their race, color, creed, sex, disability, age, or
national origin. Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination:
rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The CONTRACTOR shail insert the foregoing provision (modified only to
show the particular contractual relationship) in all its third party contracts, except contracts for
standard commercial supplies or raw materials and construction contracts, and shall require all
such CONTRACTORS to insert a similar provision in all subcontracts, except contracts for
standard commercial supplies or raw materials.

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

(c) Disadvantaged Business Enterprise (DBE)

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

b. The CONTRACTOR shall not discriminate on the basis of race, color, national origin, or
sex in the performance of this contract. The CONTRACTOR shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted

contract. Failure by the CONTRACTOR to carry out these requirements is a material
breach of this contract, which may result in the termination of this contract or such other
remedy, as Nashua Transit deems appropriate. Each subcontract the CONTRACTOR
signs with a SUBCONTRACTOR must include the assurance in this paragraph ( see 49
CFR 26.13(b)).

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

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

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

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

(d) Access Requirements for Individuals with Disabilities

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

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 5311.

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

The CONTRACTOR agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three years after the date of termination or expiration of this contract,
except in the event of litigation or settlement of claims arising from the performance of this contract, in
which case CONTRACTOR agrees to maintain same until the CITY, the FTA Administrator, the
Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation,
appeals, claims or exceptions relaied 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. Part 623. The CONTRACTOR agrees
to obtain satisfactory assurances that any facilities or equipment acquired, constructed, or improved
under the contract are or will be designed and equipped to limit air pollution as provided in accordance
with the following EPA regulations: "Control of Air Pollution from Motor Vehicles and Motor Vehicle
Engines," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and
In-Use Motor Vehicle Engines: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel Economy
of Motor Vehicles,” 40 C.F.R. Part 600; in accordance with the applicable Federally-approved State
Implementation Plan (in particular, the Transportation Control Measures); and in accordance with
applicable Federal regulations, directives and other standards. CONTRACTOR also agrees to include
these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal
assistance provided by FTA.

(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 shall
report each violation to the CITY and understands and agrees that the CITY will, in turn, report each
violation as required to assure notification to FTA and the appropriate EPA Regional Office.
CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FTA.

5. interest of Members of or Delegates to Congress

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