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Customer shall operate the Maintained Equipment in accordance with the
Manufacturer's Maintenance Manuals and under the software provided by
MCAT. Any additional cost of repairs or maintenance required because of
misuse, alteration or interference with the Maintained Equipment by any
party other than MCAT or MCAT’s subcontractor(s) shall be the responsibility
of Customer,
Customer shal! follow Failure Execution Plan, attached as Exhibit F, upona
PGE fault alarm.
Customer shall follow Failure Execution Plan, attached as Exhibit F, upon a
PGE fault alarm.

+ All costs for Cat hardware for remote alarm access shall be paid for by Milton
Cat, Any conduit and communication wires to be site costs.

5. PERFORMANCE OF SERVICE\RESPONSE TIME

Regularly scheduled maintenance wil! be performed during MCAT’s regular
business hours, unless the parties agree on a different schedule in the Scope
of Work, attached as Exhibit A.

Regularly scheduled work that must be performed outside of regular business
hours will be subject to an additional charge, invoiced to Customer on a
separate Purchase Order (unless specifically included in the Scope of Work).
The differential between regular time and overtime or premium time
published rates will be invoiced on a separate purchase order. See Published
Service Rates attached as Exhibit C.

MCAT will respond to unscheduled service requests, equipment alarms, and
other unscheduled issues in a two-step manner.

1) Tier 1: Request communicated via equipment alarm sent via text message or
email/ Customer email/ Customer phone call

MCAT uses remote access to the Maintained Equipment through Customer's portal
to evaluate the problem.

6am to 6pm Monday to Friday Response time 2 hours
6pm to 6am Monday to Friday Response time 4 hours
Saturday and Sunday Response time 4 hours

If Fault is unable to be acknowledged, then go to Tier 2

A written/emailed report will be issued clarifying the problem experienced and
resolution.

DocuSign Envelope ID: 6BE73965-BAEF-4791 -B930-DABA9714DC55

e x

This letter shall be governed by and shall be construed in accordance with English law.

Yours faithfully,

Ishe Mugwira

Ishe Mugwira
Client Adviser

= . Registered in England and Wales Number: 1507274, Registered Office: 1 Tower Place
inaufancs West, Tower Place, London EC3R SBU. Marsh Ltd is authorised and regulated by the
Brokers _/ Financial Conduct Authority.

NT
Chartered © Copyright 2020 Marsh Ltd. All rights reserved.

> > MARSH & MCLENNAN
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2) Tier 2: After Tier 1 is exhausted, MCAT to dispatch technician to site

6am to 6pm Monday to Friday Response time 2 hours
6pm to 6am Monday to Friday Response time 4 hours
Saturday and Sunday Response time 4 hours

At the beginning of each contract year, MCAT shall meet with Customer to
plan a schedule of maintenance work under this Agreement (the
“Maintenance Schedule"). Where reasonable and where such delay will not
harm the Maintained Equipment or adversely impact the parties’ obligations
under this Agreement, each party will make reasonable accommodation to the
other where a change in the Maintenance Schedule is requested.

MCAT shall advise customer when MCAT will be performing any services
requiring access to the PGE. MCAT or its subcontractor(s) shall give at least 7
days’ prior notice to Customer of its intent to perform scheduled
maintenance at the Site, such notice to be given during regular business
hours ona business day. It is agreed that this notice is not required for
“unscheduled” events.

6. COMMUNICATION

At the beginning of each contract year, MCAT shall prepare a communications
plan with Customer that outlines contact information for primary MCAT
personnel or subcontractor(s) who will have responsibility for this
Agreement, listed in order of contact.

MCAT shall prepare a quarterly report and meet with Customer to discuss any
issues in the past quarter, including but not limited to:

1) Any unscheduled shutdowns, root cause and preventive actions
2) Current annual and quarterly % availability

3) Upcoming quarterly maintenance events

4) Scheduled Customer shutdowns

7. PAYMENT TERMS

MCAT shall submit manthly requests for payment for services performed under this
agreement in accordance with the values stated in the Agreement. Such requests shall be
supported by such data substantiating the right to payment as the City of Nashua may
reasonably require. MCAT requests for payment for services performed shall be submitted
as follows:

Electronically via email to VendorAPInvoices@NashuaNH.gov
OR

Paper Copies via US Mail to:
City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please do net submit invoices both electronically and paper copy.

. Customer to make best efforts to pay invoices within 30 days. Any late payment
will not result in additional fees.

. The base payment due will be calculated at the rate set forth in Contract Pricing
attached as Exhibit D, based on the services required for the contract period
included in Exhibit A scope of work

, Additional payment shall be due for any items priced under a time and
materials formula, as well as regularly scheduled work performed outside of
regular business hours.

. In the event of any dispute regarding the invoiced amount, Customer shalt not
be assessed a late payment charge on amounts disputed in good faith for which
Customer submits to MCAT a written, detailed description of the dispute within
ten (10) days of the date of invoice, provided Customer pays all undisputed
amounts and the dispute is resolved between the parties themselves without
arbitration.

. TERM AND TERMINATION

This Agreement commences on the Effective Date and terminates on the
sooner of the End Date or the date on which the hours of use for the Genset
reaches the Maximum Hours, unless terminated earlier in accordance with
Section 8(B).

The parties may terminate this Agreement at any time by mutual written
consent. Either party may terminate this Agreement for cause at any time by
giving the other party written notice with a detailed description of the
default(s) of the non-terminating party and fourteen (14) days’ opportunity
to cure.

Upon termination, any open work orders will be closed and Customer will be
provided final billings.

Upon termination, any dispute that has already been referred to arbitration
shall continue in the arbitration process regardless of the termination.

9. WARRANTY

Customer's Equipment may be covered by a manufacturer's standard warranty from
time of sale or by an Extended Service coverage or Overhaul Protection, or similar
coverage. Such coverage, if any, shall be identified on Warranty, Extended Service
Coverage attached as Exhibit B. Any service and repairs covered by warranty or
other coverage shall be provided and billed under the warranty or other coverage,
notwithstanding that the same service or repair may also fall within the terms of
this Agreement.

10.

SUBCONTRACTING AND PERSONNEL

MCAT may subcontract any of its obligations under this Agreement to a third
party, provided that MCAT shall remain responsible for the performance of
any of such obligations. MCAT shall advise Customer of the subcontractor for
each situation and the subcontractor shall be subject to the approval of
Customer prior to performing any work under this Agreement. All
subcontractors shall comply with all terms of this Agreement.

In the event Customer becomes aware of a problem or concern with the
performance of a subcontractor (or any employee or representative of a
subcontractor), Customer shall advise MCAT of the problem or concern, and
MCAT shall make all reasonable efforts to remedy the problem or concern to
the satisfaction of Customer.

MCAT represents and warrants that it or its subcontractor(s) has and shall
maintain any permits, licenses, certificates, approvals and authorizations
required by law for it to carry out the Services hereunder and shall comply in
all material respects with all applicable laws relating to the provision of
services under this Agreement inctuding any work and safety rules or policies
of Customer applicable to the Site, as provided in writing to MCAT.

MCAT shall be responsible for the safety of its employees.

Customer reserves the right to require the removal from its Site any
personnel of MCAT or its subcontractor(s) for any legal reason. In sucha
case, MCAT shall promptly replace those personnel.

11 ESCALATION

Pricing under this Agreement shall be escalated in accordance with this Section 11.
Contract will be increased annually by 2% to be applied to the operational hour
rate of the Agreement on a cumulative annual basis January 15 of each contractual
year. For current service rate sheet, see Contract Pricing attached as Exhibit D.

12. FORCE MAJEURE

A Force Majeure Event is an extreme event that is neither reasonably
foreseeable, nor within the control of the parties. For the purposes of this
agreement a force majeure includes, but is not limited to, war, strike, riot,
crime, act of God (hurricane, flood, blizzard, earthquake, volcanic eruption,
etc.}, act of terrorism, and the like, but shall not include any circumstance
attributable to an act or omission by either party, nor failure to reasonably
plan and prepare for events once they become known, or to reasonably
respond to circumstances after they occur.

Neither party shall be held to have committed an Event of Default in respect
of any obligation under this Agreement if prevented from performing that
obligation, in whole or in part, because of a Force Majeure Event.

if a Force Majeure Event prevents either party from performing any of its
obligations under this Agreement, that party shall:

1) promptly notify the other party of the Force Majeure Event and its
assessment in good faith of the effect that the event will have on its ability
to perform any of its obligations. If the immediate notice is not in writing, it
shall be confirmed in writing as soon as reasonably practical;

2) not be entitled to suspend performance of any of its obligations under this
Agreement to any greater extent or for any longer time than the Force
Majeure Event requires it to do;

3) use commercially reasonable efforts to mitigate the effects of the Force
Majeure Event, remedy its inability to perform, and resume full performance
of its obligations;

4) keep the other party continually informed of its efforts;

5} provide written notice to the other party when it resumes performance of
any obligations affected by the Force Majeure Event.

| (fa Force Majeure Event causes the damage to the Plant such that
reconstruction of the Plant would take more than one (1) year, in the opinion
of a professional hired by Customer, Customer may terminate this Agreement
upon written notice to MCAT within one hundred and twenty (120) days of
such Force Majeure Event.

13.

1)

2)

3)

4)

5)

1)

2)

INSURANCE REQUIREMENTS

Throughout the term of the Agreement (including any renewal thereof and
whether MCAT is providing operations and/or maintenance services), MCAT
shall obtain and maintain at its own expense, including the cost of any
applicable deductible, the following policies of insurance:

Commercial General Liability Insurance, written on CGO001 6413 or its
equivalent, including but not limited to bodily and personal injury liability,
property damage, products liability, completed operations liability, owners
& contractor's protective liability, blanket contractual liability, premises
liability, and contingent employer's liability coverage, having an inclusive
Jimit of not less than $1,000,000 per occurrence and $2,000,000 in the
aggregate. Such policy shall include Customer as an additional insured, to
the extent of MCAT's obligations to the Customer under this Agreement.
Standard Form Automobile Liability Insurance, having an inclusive limit of
not less than $1,000,000 per occurrence for third party liability, in respect
of the use or operation of vehicles owned, operated or leased by MCAT for
the provision of services under this Agreement.

Non-Owned Automobile Liability Insurance in standard form having an
inclusive limit of not less than $1,000,000 per occurrence, in respect of
vehicles not owned by MCAT, that are used or operated on its behalf for the
provision of services under this Agreement.

Worker's Compensation Insurance (or qualification as a self-insurer)
sufficient to satisfy the laws of the state in which MCAT’s work under this
Agreement is being performed.

MCAT 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 MCAT are intended
to and shall not in any manner limit or qualify the liabilities and obligations
assumed by MCAT under this contract. The Customer shall not maintain any
insurance on behalf of MCAT. Subcontractors are subject to the same
insurance requirements as MCAT and it shall be MCAT’s responsibility to
ensure compliance of this requirement. MCAT will provide the Customer
with certificates of insurance for coverage and endorsements as specified
under this contract within ten calendar days after the Customer issues the
notice of award and is responsible for filing updated certificates of
insurance with the Customer's Risk Management Department during the life
of the contract.

Customer shall maintain property insurance, as may be applicable, with
respect to loss or damage (including fire, theft, burglary, etc.) of its own
property and property in its care, custody and control, including its
equipment, tools, and stock used in connection with the Agreement.
All polices of insurance within the scope of this Section 13 shall:
be maintained continuously during the course of carrying oul the services
under this Agreement;
provide waivers of subrogation as required by any written agreement; and

14.

3) provide for thirty (30) days’ written notice of cancellation / termination to

Customer.

Delivery to and examination or approval by either party of any certificates of
insurance or other evidence of insurance shall not relieve the other party of
any of its indemnification or insurance obligations under this Agreement.

INDEMNITY

Each party (the “Indemnifying Party”) shall indemnify, defend and save the
other party, its officers, and employees (the “Indemnified Party”) harmless
from and against any claims, proceedings, fines, penalties, expenses and costs
({inctuding reasonable legal costs) that are incurred by, or made or instituted
against, any of them or to which any of them may be liable by reason of the
Indemnifying Party carrying out or failing to carry out any obligation to
which it is subject, or exercising any right to which it is entitled, under this
Agreement except to the extent that the same are caused by the negligence or
deliberate wrong-doing of Indemnified Party or other person entitled to
indemnification under this Section.

Except as expressly provided herein, neither party or its respective
employees, agents, officers or directors, shall be tiable for any incidental,
indirect, consequential, punitive or special damages, including without
limitation toss of revenue or profit or other economic losses, delay damages,
increased costs of production, incremental cost of new equipment, pain and
suffering, emotional distress or similar damages even if such party has been
advised of the possibility of such damages.

The right of indemnification granted to the Indemnified Party under this
Section 14 shall extend to any amount paid by that person in the settlement
of any claim against it, and in entering into any such settlement, that person
may exercise its reasonable discretion as to the amount to be paid, but that
person shall serve prior notice of any intended settlement on the
Indemnifying Party at least five (5) business days prior to agreeing to any
such settlement.

The rights to indemnity provided for in this Section shall be deemed to be in
addition to any rights with respect to insurance in favor of the Indemnified
Party, its officers, and employees, provided under the Agreement.

The rights to indemnity provided for in this Section shall survive the
expiration or any termination of the Agreement.

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.

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