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15:

16.

DISPUTE RESOLUTION

In the event of any dispute or controversy between the parties with respect
to or arising out of the Agreement, the Parties will first attempt to resolve
such dispute or controversy by negotiation and discussion.

In the event that a Dispute 1s not resolved by negotiation or discussion within
thirty (30} days, then, unless specifically stated otherwise in the Agreement,
the parties will endeavor, in good faith, to settle the dispute by mediation
before having recourse to arbitration or litigation.

If a dispute is not resolved by mediation, then, unless specifically stated
otherwise in the Agreement, the dispute, upon ninety (90) days’ written
notice by one party to the other party {the “Arbitration Notice”), shall be
referred to and finally settled by binding arbitration from which there shall
be no appeal.

Arbitration shall be conducted by the American Arbitration Association,
under its Expedited Procedures. Arbitration shall be conducted in the State
of New Hampshire. The Parties agree that a single arbitrator shall conduct all
arbitrations arising in connection with an Arbitration Notice (the
“Arbitrator’). The Arbitrator shall have significant experience in conducting
commercial arbitrations and shall be a member of the bar of New Hampshire.
The cost of arbitration pursuant to this Section 15 shall be equally divided by
the Parties (excluding each party's legal fees).

MISCELLANEOUS

Assignment: Neither this Agreement nor any of the rights, interests or
obligations under this Agreement may be assigned by either party without
the prior written consent of the other party, which consent shall not
unreasonably be withheld; provided, however, that a party may assign this
Agreement to an affiliate for the purposes of an internal corporate
reorganization provided that the assignor remains liable for the performance
of the assignee’s liabilities and obligations hereunder.
Governing Law: This Agreement shall be subject to and interpreted under the
laws of New Hampshire, and the United States of America.
Venue: Arbitration before the American Arbitration Association shall be the
exclusive venue for resolution of disputes under this Agreement.
Notice: Notice or communication required by this Agreement among the
parties shall be sent by one the following methods:

a. Personal delivery, whereby delivery is deemed to have occurred at the

time of delivery.

b. Overnight delivery by a nationaliy recognized overnight courier
company, whereby delivery is deemed to have occurred the business day
following deposit with the courier.

c. Registered or certified mail, postage prepaid, return receipt requested,
whereby delivery is deemed to have occurred on the third business day
following deposit with the United States Postal Service.

d. Electronic transmission provided that such transmission is completed no
later than 5:00 pm ona business day and receipt is confirmed.

Addresses: Notice shall be addressed to the parties as follows, or at such
other address as given by such party in accordance with the notice
requirement of this Agreement:

MCAT
David Thomas
100 Quarry Dr.

Milford MA, 01757

To Customer
Nashua WWTP
David Boucher
2 Sawmill Rd.

Nashua NH, 03060

Facsimile Signature and Execution in parts: Execution of this Agreement
evidenced by scanned or facsimile signature shall be valid for all purposes, as
if signed in original. Each party may execute a duplicate copy of this
Agreement, which executed copies together shall constitute one agrecment.
Consolidation: This agreement is the final expression of the agreement of the
parties as to the subject matter herein. All previous discussion, proposals,
writings, and agreements are superseded and replaced by this Agreement.
There are no other terms or agreements between the parties as to the subject
matter contained herein.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers thereunto duly
authorized.

FOR CUSTOMER:

James W Donchess Mayor - City of Nashua, NH
Name & Title

Pate

Signed

FOR SOUTHWORTH-MILTON, INC:

Scott Martel V.P. Power Systems
Name & Title

Date 04/18/2022

Signed Wd

Scale Martel [Apr 18, 7077 11:49 COT}

Exhibit A Scope of Work

The scope of this LTSA includes all parts, materials, equipment, consumables, and labor necessary
to complete all tasks in the scope of work this will ensure the safe and reliable operation of
the PGE.

Schedule Maintenance
Engine/ generator:

Planned Cogen maintenance (includes parts, labor, travel and freight) in accordance with the
Caterpillar Maintenance schedule "SEBU7572-09" and based upon 4380 average operating hours
per contractuat year:

A. All parts will be replaced per Caterpillar guidelines; Service intervals may be combined to
minimize downtime.

B. Service contract will include the following: (please refer to “SEBU7572-09”" for description of
each service).

C. Services will be performed in regular business hours

Service schedule below are described as per each engine
Engine #1 = KAROQ0959

Engine # 2 = KAR00960

Service Interval Based on 4380 hours NO. of Services
(parts and labor) Per Year
750 hours Service 18
3000 hour Service 4
8000 hour Service | _|
Oil Change 18 :
| Top End |

750hour SERVICE (INSPECTION):
Engine

« Measure Valve stem projections
© Measure/Adjust valve bridge
® Measure/Adjust valve lash
iInspect/adjust/replace Spark Plugs
Cooling System:
« Inspect radiator/heat exchanger for leaks, exterior cleanliness and/or deterioration.
« Check and record coolant level.
* Check and record coolant freeze protection.
* inspect hoses and connections for signs of leaks and/or deterioration.
* Inspect fan drive pulley and fan for signs of wear or cracks.
e Inspect fan drive belts for signs of cracking or deterioration,
* Confirm jacket water heater is working and record coolant temperature (engine not
running).
*« Inspect water pump for any indication of leaks.
Air Intake and Exhaust System:
¢ Check air filter restriction gauge (if equipped with gauge)
for amount of filter restriction.
¢ Inspect filter element visually.
¢ Inspect air intake system for any loose components or
signs of wear/rubbing.
¢ Inspect turbocharger(s) (if equipped} for loose intake or
exhaust components.

Lube Oil System:
* Verify oil level is between “add” and “full” marks on dipstick.
e Inspect crankcase breather and related tubing for signs of leaks or excessive pressure.
* Crankcase fumes disposal tube/piping should be extended beyond radiator to prevent
oil mist contamination of radiator core.
* Note and record oil pressure on gauge with engine running.
* Obtain oil sample (via sample port with engine running) and send out for laboratory
analysis.
* Check for any signs of oil leaks.

Starting System:
® Check and record specific gravity reading of each battery cell
(if maintainable).
* Check for proper level of electrolyte in each cell.
® Check battery charger for proper operation and record amperage reading.
® Check and record the jast date that batteries were replaced. Recommend that
batteries be replaced every three years, regardless of condition.

Control Panel:
« Verify gauges are operating and record readings.
* Check for presence of any warning lights/alarms.
* Perform lamp/bulb test.
Safety Controls - check for proper operation of safety devices:
« Overcrank
* Overspeed
¢ High Coolant Temperature
* Low Oil Pressure
* Not-in-Auto
© Emergency Stop
Fuel system:
¢ Inspect engine gas lines, regulator and carburetor for signs of leaks/corrosion.
¢ Inspect throttle and mixture valves and linkage (if equipped) for proper operation.
¢ inspect ignition system (magneto/distributor/spark plugs/wires).
Operational Checks with Engine Running:
* Check for any leaks or unusual noises.
*« Verify proper voltage and frequency via control panel gauges.
e Check for proper air inlet.
* Operate for no more than five (5) minutes without load.
¢ Perform five (5) minute full generator output test. Customer representative must be
present to operate necessary circuit breaker to allow transfer to emergency source.

Walk-around inspection:
* Visual inspection of generator and environment.
¢ Check for signs of rodent/insect activity.
Conclusion of visit / Recommendations:
« Control panel: confirm control switch is in “aute” position.
* Circuit breaker: confirm genset is in run status
* Provide written recommendation(s) for any suggested repairs.
e Make electronic copy of inspection report available to customer.
* Provide written estimate of additional work to customer within one week of service
visit.
* Technician will clean up and dispose of any waste

3,00G@hour SERVICE (INSPECTION):

Done along with 75Ghour service

Alternator/battery charger - Inspect

Coolant Sample {Level 2) - Obtain

Cylinder Pressure - Test/Record

Engine Speed/Timing Sensor - Clean/Inspect
Generator Set Vibration- Test/Record
ignition System Transformer Resistance - Test
Speed Sensor — Clean/Inspect

Starting Motor - Inspect

Stator Lead - Check

Water Pump - Inspect

H25 - Inspect

Boro-scape cylinders - Inspection

CCV Filter - Clean

Radiator external rinse - Clean

Woodward Load tuning - Adjust

HRSG - Inspection

Oil Change Specifics:
® Replace lubricating oil and lubricating oil filters.

Includes labor, and filters for oil changes.

Supply of oil for oil changes, customer to provide any required make-up oil

Oil changes performed every 750 hours. If sample results indicate an oil change
is required outside of scheduled service customer is responsible.

Customer Responsibilities

Provide timely access to plant for Milton CAT employees

Receive part deliveries ahead of services if necessary and stage in generator room
Maintain jacket water and cooling pumps

Maintain cooling system

Perform oil samples every 100 hours

Maintain coolant additives - as needed

Drain skid condensate bowls - daily

Controi Panel - inspect/Test - daily

Coolant Level - Check - daily
Electrical Connections — Check - daily
Engine Air Cleaner Service indicator - Inspect - daily
Engine Air Pre-cleaner - Check/Clean - daily
. Engine Oit Level - Check - daily
Fuel Filter Differential Pressure - Check - daily
Generator - Inspect - daily
Generator Load - Check - daily
Power Factor - Check - daily
Voltage and Frequency — Check - daily
Watk-Around Inspection - daily

YPNOVOZ ET KR KT Tam sop >S

Excluded Services

The following services are not included under this Agreement, and if provided, will result in
additional charges to Customer. MCAT is not obligated te perform excluded services, unless the
parties arrange for such services under a separate agreement.

A. Pipework repairs from the flange on the engine

B. Maintenance and testing synchronizing breakers, switchgear & electrical distribution
system

C. Site modifications or changes if unit needs to be repaired off-site

D. Regulatory permitting of any kind

E. Crane/rigging required to remove unit or components for repair if onsite trolley and service
elevator cannot accommodate or doesn’t exist. MCAT accepts no responsibility for collateral
damage, other than that described in the penalty clause.

F. All Services outside of the “scope of work” (these will be quoted at T&M rates if required)

G. EPA or DEP emissions testing

H. Plant water\treatment \coolant replacement

I. Any additional cost of repairs or maintenance required as a result of misuse, alteration or
interference with the Maintained Equipment by any party other than MCAT or MCAT
subcontractor

Exhibit B Warranty

WARRANTY: Materials provided herein are warranted by Milton for twelve (12) months from the date
of invoice, limited to defects in materials and workmanship from the Mitton’s supplier.

Services provided herein are warranted by Milton for ninety (90) days or fifty (S0) running hours,
whichever is less, and limited to defects in service workmanship provided by Milton. Extended
Service Coverage (ESC) or other Power Protection Programs offered by Milton are available and
will prevail if purchased separately and duly registered with Caterpillar, Inc. Inspection

and/or service by Milton do not guarantee that failures will not occur in any given time frame or
between Milton’s visits. Customer Reserves the right to accept/reject any recommendation

made by Milton regarding service, maintenance or repair of engines and equipment. OTHER
THAN AS EXPRESSLY PROVIDED HEREIN, MILTON MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS THE COMPANY'S

ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS

DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. LIMITATION OF
LIABILITY: Miltan's liability is limited to the value of the work, repair, or material actually contracted
for inthe Agreement during the effective dates of the Agreement. Miltan shall not be liable

for any losses, damages, injuries, claims, demands and expenses including, but not limited to,
consequential or incidental damage caused by war, Acts of God, acts of terrorism,
governmenta! regulations, strike, loss damage, destruction, obsolescence, claims by third parties,
or loss by Customer as aresuit of the failure of the equipment to

perform or any foss or claim not herein specified, but of a contingent nature.

Exhibit C- Published service rates

TABLE 1: Service rates 10/01/2021 to 09/30/2022

Monday-Friday 7:00 AM-3:30 PM| Regular Time | $199.00/hr.
Regular Travel | $199.00/hr.

Monday-Friday 3:30 PM-7:30 PM Overtime $259.00/hr.
Overtime travel | $259.00/hr.

Monday-Friday 7:30 PM-7:00 AM | Premiumtime | $299.00/hr.
Premium travel | $299.00/hr.

Saturday First 12 hours Overtime $259.00/hr.
Overtime travel] | $259.00/hr.

Saturday Afteri2hours | Premiumtime | $299.00/hr.
Premium travel | $299.00/hr.

Sundays/Holidays All hours Premium time | $299.00/hr.

Premium travel

$299.00/hr.