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APPENDIX B
COMPENSATION AND REIMBURSABLE COSTS

A. Compensation. The compensation will be as follow:

Administrative fee:

The administrative fee will be 10% of Gross revenue for the Projects for
generation up to 20,000,000kWhs during the calendar year, and 20% of Gross
revenues from any generation over 20,000,000 kWhs during the calendar year.
The administrative fee payment shall be a minimum of $45,000 for Jackson Mills
and $45,000 for Mine Falls.

For any days during which the Jackson Mills project is offline due to the
replacement of the Jackson Mills turbine, the minimum Jackson Mills
administrative fee shall be reduced by the number of days offline divided by 365
days multiplied by $45,000 (i.e. if the Jackson Mills project is offline for 180 days
while the turbine is replaced, the minimum fee due to EPSI for Jackson Mills for
the calendar year shall be ($45,000 — 180/365 x $45,000), or $22,808.22).

In the event the Projects generate more than 20,000,000 kWhs in a carlendar year,
the amount of Gross Revenues subject to the 20% admin fee will be calculated

using the method show in Attachment | to this Appendix B.

Third party expenses will be billed at cost.

Labor costs will be paid according to the following hourly rates, except for any
Consultation services provided as described in Appendix A, Section III:

Assistant Operator: $25/hr

Nashua Operator: $45/hr

Operator: $52.02/hr

Supervisor: $71/hr

Assistant Manager: $83.23/hr
Manager: $104.04/hr

President, VP or Treasurer: $156.06/hr

President, VP or Treasurer labor would only be charged for services beyond the scope of

this agreement with authorization from Owner. No other labor costs such as taxes,
bonuses, benefits, or travel rermbursement will be charged to owner.

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For Consultation services provided as described in Appendix A, Section III labor cost
will be paid according to the following hourly rates:

Assistant Manager: $100/hr
Manager hr
President, VP or Treasurer: $195/hr

All labor costs shall be adjusted annually by any increase or decrease in the change in the
12 month Northeast CPI from the prior year, starting on January 1, 2020.

B. Reimbursable Cost items shall be paid to Operator in accordance with the
requirements of Articles 5 and 7. Reimbursable Costs include:

. Spare and replacement parts

. All material, tools and equipment necessary to operate and maintain the Project
Chemicals

Lubricants (including proper disposal costs)

Specialized instrumentation and calibration equipment

Rigging and handling equipment

Consumables and general supplies

Cleaning Supplies

. Shop equipment installed in Project

10. Authorized leased equipment

11. Major equipment overhauls

12. Building repairs and maintenance (not resulting from Operator’s actions).

13. Consultants' fees and expenses, if incorporated in the Annual Budget or
otherwise approved in advance by Owner.

14. Contract Services, if incorporated in the Annual Budget or otherwise
approved in advance by Owner.

15. Software licenses and computer hardware needed to operate the projects

OMNAAARWY >

C. The following will be Reimbursable Costs when specifically related to Project
support:

Office supplies

Office equipment and furniture

Telephone and other communication service charges

Freight and express mail charges

Janitorial, cleaning, and grounds keeping services

WPWN Se

All Services by Operator that support Project activities and all Reimbursable Costs shall
be approved by Owner, through the Annual Budget or otherwise, prior to implementation
by Operator.

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APPENDIX C
NOTICE AND COMMUNICATION PROTOCOLS
Annual and 5-year budget templates

Annual Budget
Complete for Jackson Mills and Mine Falls individually

Expenses

Hourly staff

3™ party invoices

Administrative fee

Trash service (dumpster)

Phone/internet

Port-o-potty service

Electricity (purchased)

NH DES dam registration fee

GSHA membership

Lease Payment (if applies)

Capital improvements

Regulatory

Other (include detailed explanation)

Total anticipated expenses

Anticipated Revenue

Energy

Capacity

Renewable Energy Credits

Total anticipated revenue

Anticipated net profit

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5-year budget
Complete for Jackson Mills and Mine Falls individually

Year 1 Year 2 Year 3 Year 4 Year 5

Generation

Price

Electricity
sales

Capacity
Payment

RECs

Total
projected
revenue

O&M
expenses

Capital
Improvements

Regulatory

Total
projected
expenses

Total
projected net
revenue

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Monthly Report Template

Jackson Mills

Monthly Operations and Maintenance Report — 9/1/2016 — 9/30/2016

Generation this month: 12,004 kWh Historical September Generation:
159,897 kWh

Year to Date: 2,334,586 kWh Historical Average YTD
3,318,547 kWh

Shut down / outage report:

All outages were low river flow related

All Maintenance was completed during low river flows

River flows are regulated from a project in Pepperell, MA and are running weil below the

80 year average. The Nashua turbine is not designed to run below a sustained 155 c.f.s.
river flow for Run-of-River (ROR) operation.

USGS 61696568 NASHUA RIVER AT EAST PEPPERELL, HA

380

260 |. I
ak deg | oe “fh. A
. deed . we bat rr - . : . ‘ Seat
a . at a Sek ey i ot : |

166

a
af |

Discharge, cubic feet per second

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Sep Sep Sep Sep Gct
83 18 1? 24 41
2616 2616 2616 2616 2016
---- Provisional Data Subject to Revision ----
<5 Median daily statistic (86 years} ~~ Discharge

Maintenance or repairs performed:

Troubleshoot the head gate hydraulics solenoid failure.

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Purchased two solenoids. One for use and one for spare purposes.

Troubleshoot and replace blown capacitor breaker fuse.
Working on purchasing spare fuses. Still not ordered at this time will be ordered in
October with delivery expected in Late October or early November.

Cooling water sand filter has required significant work. The baffle in the housing failed
and then the sand-filter stainless steel container seam split. Considering modification of
the system to allow removal of the sand filter. Installation of an auto-backflush of disk
filters will be required at a cost of ~$3,500 and we would want to increase the disk filters
to a two inch size (from one inch). All in the cost for this modification would be ~
$5,000 in parts and plus labor. A new sand-filter ss container runs approximately $8,000
plus a similar labor component as the modification. Guessing the labor component would
be 32 man-hours for the labor in either repair.

Troubleshooting the air compressor HMI video SCADA panel. Labor only
Installed a PLC control program to run the Air Compressor on a longer and more regular
basis. The purpose is to remove the moisture from the compressor and tank. Ingersol

Rand’s option to perform this service and operation was not cost effective.

All other standard maintenance was performed per our work order system (see attached

summary)

Regulatory:

FERC/NHDES dam inspection and Dam Safety & Surveillance Monitoring Plan
(DSSMP) modifications. Modified the DSSMP to include FERC requirements. Started
working with H.L. Turner for final drawings for inclusion with the DSSMP and DSSMR.
New approved DSSMP and DSSMR’s required by March 2017.

Started working on additional FERC exhibit documents and exhibit drawings. Working
on RFP for H.L. Turner and Hayner-Swanson to modify “Exhibit G” drawing.

Notes and observations:

October:
Secure the upstream fishway passages for winter season
Complete the Cooling Water system modifications for fall and winter operation.
Order the spare capacitor breaker fuses

Work on modifying the Exhibit drawings and documents for FERC submission

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APPENDIX D
PROJECT AGREEMENTS

For both Jackson Mills and Mines Falls:
FERC license or license exemption
Interconnection agreement

NPDES or HYDRO GP penmit, as required
NHDES water user registration and reporting
ISO-NE forward capacity market registration
NH PUC certification as REC eligible facility
Emergency Action Plan

Jackson only:
LIHI certification

Mine Falls only:
Power purchase agreement

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Schedule 8.7
Items owned by operator but stored at the Jackson Mills location
1. One backup portable generator

2. Two ten tons screw jacks used for turbine work
3. Oxygen and acetylene tanks, regulator and cutting torch

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Attachment 71 to Appendix Bb
Essex Power Services, Inc.
55 Union Street, 4th Floor
Boston, Massachusetts 02108

Explanation of 20% Calculation: To determine which portion of Q4 revenues are subject to the 20% admin
fee, first we determined the surplus amount of kWhs that exceed 20,000,000 kWhs. The surplus amount of
kWhs was divided by the total generation across both projects for the year to produce a %. This % was then
multiplied by the Grand Total Gross Revenues for the year to determine the amount of Gross Revenues subject
to the 20% admin fee (the Surplus Amount).

We then allocated the Surplus Amount between both projects based on the% of generation each project
represented for the year. Finally we deducted the Surplus Amount that was allocated to each project from the
project's Q4 gross revenue to produce the Q4 adjusted project gross revenue.

The Q4 adjusted gross revenue was then used for the 10% admin fee calculation.

Summary of Annual Gross Revenues

Month JM Generation JM RECs MF Generation MF RECs MF Capacity Payments
January 7,949.76 $67,428.59 11,674.66
February $42,930.30 $87,435.93 $11,674.66
March .00 573.08 16,654.00 $11,694.69
April $35,770.56 $102,467.09 $11,735.02
May $19,153.32 $58,889.16 $11,714.72
June 570.16 855.82 $49,918.00 $7,538.34
July $46,932.69 13,421.19 7,518.31
August .00 151.15 7,518.31
September .00 420.63] $106,436.00 $7 41
October $0.00 $67,886.58 $15,352.06
November $33,635.78 $97,328.80 15,367.80
December 882.65 110,633.21 ,088.00 15,365.30
Sub Totals .
Grand Total Gross Rev. 1,611,334.22
Calculation of Surplus Amount
Total Generation for Year (kWhs) 20,271,058
Base (kWhs) 20,000,000
Surplus amount over 20,000,000 kWhs 271,058
% Surplus amount of total generation for year 1.34%

Grand Total Gross Rev. $1,611,334.22
% Surplus amount of total generation for year X 1.34%
Surplus Amount - Amount of Gross Revenues subject to 20% admin fee $21,546.27

Essex Power Services, Inc.
55 Union Street, 4th Floor
Boston, Massachusetts 02108

Allocation of Surplus Amount based on generation between JM and MF

Month JM Generation MF Generation

January 639,330 1,317,721
February 572,404 1,681,460
March 446,978 1,837,944
April 819,665 4,970,521
May 319,222 1,132,484
June 42,836 401,073
July 0 258,100
August 0 1,156,753
September 0 892,704
October 448,477 1,305,511
November 519,338 1,871,708
December 509,268 2,127,562
Totals 4,317,518 15,953,540
Grand Total 20,271,058

% of Total 21% 79%

JM Share of Surplus Amount

Surplus Amount - Amount of Gross Revenues subject to 20% admin fee $21,546.27
JM % of total year's generation between both projects xX 21.30%
JM share of Surplus Amount $4,589.12
Q4 JM Revenue $152,482.68
Back out JM share of Surplus Amount -$4,589.12
JM Q4 Adjusted Gross Revenues for 10% Admin Fee Calculation $147,893.56
MF Share of Surplus Amount
Surplus Amount - Amount of Gross Revenues subject to 20% admin fee $21,546.27
MF % of total year's generation between both projects x 78.70%
MF share of Surplus Amount $16,957.14
Q4 JM Revenue $399,021.75
Back out MF share of Surplus Amount -$16,957.14
MF @4 Adjusted Gross Revenues for 10% Admin Fee Calculation $382,064.61
Check Cells
Total Q4 JM Revenues $152,482.68
JM share of Surplus Amount (for 20% Admin Fee Calculation) $4,589.12
JM Q4 Adjusted Gross Revenues for 10% Admin Fee Calculation $147,893.56
$152,482.68
Total Q4 MF Revenues $399,021.75
MF Share of Surplus Amount (for 20% Admin Fee Calculation) $16,957.14
MF @4 Adjusted Gross Revenues for 10% Admin Fee Calculation $382,064.61

$399,021.75