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Jackson Mills HPP GENERAL CONDITIONS (PART 1)
City of Nashua Page 18 of 20

25.

24.4. All required insurance policies of the Supplier can be issued by insurance companies from the European

24.5

Union. Insurance companies used in the European Union must meet the equivalent of an A.M. Best

Rating of A-/VIII or better.

Supplier shall deliver to Purchaser no later than thirty (30) Days after the Effective Date certificates of
insurance stipulated in Articles 24.1.1. and 24.1.2 as evidence that policies providing such coverage and
limits of insurance are in full force and effect. Such certificates shall name the Purchaser as additional
insured. Supplier shall also provide proof of policy endorsement, if specifically requested by the
Purchaser. The certificates of insurance shall provide at least thirty (30) Days’ advance written notice
to Purchaser prior to cancellation, termination, or material alteration of said policies of insurance.

Disputes

25.1.

25.2.

25.3.

25.4.

25.5—

25.5.

25.6.

Differences between the Parties related to the interpretation, application or administration of the
Contract or any failure to agree where agreement between the Parties is called for, herein collectively
called Disputes, which are not resolved through direct negotiation between the Parties, shall be settled
in accordance with the requirements of this Article 25.

A Party shall give written notice of a Dispute to the other Party no later than fifteen (15) days after it
has failed to find a resolution through negotiation. Such notice shall set forth particulars of the matters
in dispute, the probable extent and value of the damage and the relevant provisions of the Contract
Documents. The other Party shall reply to such notice no later than seven (7) days after it receives such
notice, setting out in such reply any relevant provisions of the Contract Documents.

If a Dispute is not resolved promptly, the Purchaser may give such instructions as, in its opinion, are
necessary for the proper performance of the Work to prevent delays pending settlement of the Dispute.
The Supplier shall act immediately according to such instructions, it being understood that by so doing
the Supplier will not prejudice any claim it may have arising out of the matter in dispute.

The Parties shall make all reasonable efforts to resolve any Dispute by amicable negotiations. After a
period of fifteen (15) days following receipt of the Purchaser's reply under Article 25.2 hereof, the
Parties shall submit any unresolved Dispute to mediationbinding-arbitration.

At all times, Suppler shall carry on the Work and maintain and complete Work in accordance with the
requirements of the contract documents. If the Parties are unable to resolve their Dispute as described
above, the Parties shall submit their Dispute to a New Hampshire Mediator. The Parties shall share the
mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.

If either Party or both are dissatisfied with mediation, the Parties’ reserve the right to pursue any
available legal and/or equitable remedies for any breaches of this contract except as that right may be
limited by the terms of this contact.

18

Mavel Americas, Inc.

Jackson Mills HPP GENERAL CONDITIONS (PART 1)
City of Nashua Page 19 of 20

26.

Assignment

Neither Party shall assign, delegate or transfer the Contract or any part thereof or any benefit, interest
or performance therein or thereunder without the prior written consent of the other Party. Such
consent will be not_be unreasonably withheld.

27, Transfer of Title to and Ownership of the Equipment

28.

29.

With respect to each part of the Equipment, title to and ownership of the Equipment shall transfer from
Supplier to Purchaser when the Equipment arrives at the Project Site so long as Purchaser has met all
material obligations under this Contract.

Confidentiality, Intellectual Property

28.1.

28.2.

28.3.

The Parties have agreed that any mutually provided information, documents and other tools connected
with this Contract will be considered as confidential and it may be used by or communicated to the
third Party only in the connection with the fulfilment of this Contract or in the connection with
enforcing the obligations according to this Contract and only in the scope in which such notification is
purposeful or necessary.

The Purchaser acknowledges that all technical data received from the Supplier e.g. in particular the
turbine and hydraulic designs and any other documentation, etc. are the Supplier’s intellectual property
and the Supplier’s trade secrets. The Purchaser may use all Project and other documentations provided
by the Supplier only for the purpose of this Contract, including operation and maintenance of the Work,
as described in Section 19 of these General Conditions, and shall not use it for other purposes. The
Purchaser in particular mustn't register any project or other documentation as his intellectual property,
realize another work according to this documentation, provide it for realization of another work to the
third person, publish it, make copies or distribute it by any other way

Notwithstanding the above, Supplier understands that Purchaser is a public entity and must comply
with open records laws.

Force Majeure

29.11f any Party fails to perforro its obligations because of a Force Majeure Event which is not attributable to

any act or failure to take preventive action by such Party, then that Party's performance shall be
excused and that Party shall not be subject to termination of the Agreements or liable for damages for
failure to perform thereunder for such time as shall be equal in length to the period of the Force
Majeure Event and the period thereafter during which performance is interrupted as a direct result of
the Force Majeure Event (“Suspended Days”}, as long as the Party that fails to perform gives the other
Party written notice specifying the nature and particulars thereof and the expected duration thereof
within five (5) Working Days after the commencement of the Ferce Majeure Event causing the failure,
and provided further, that within five (5) Working Days after the cessation of the Force Majeure Event,
such Party shall give notice to the other Party specifying the date of cessation. All obligations under the
Agreement shall once again be in full force and effect upon the cessation of the Force Majeure Event
{including without limitation any payments which became due and payable hereunder prior to such
Force Majeure Event), provided, however, that the time for performing any required act or meeting any
other obligation shall be extended for the benefit of the excused Party by the period equal to the

19

Mavel Americas, Inc,

Jackson Mills HPP GENERAL CONDITIONS (PART 1)
City of Nashua Page 20 of 20

Suspended Days by means of a Change Order. The extension of time is the sole remedy to Supplier for
Force Majeure.

29,2 Notwithstanding anything to the contrary in this Article 29, if the cause of a Party's failure to perform
results solely from any act or default by that Party, then such cause shall neither be deemed a Force
Majeure Event nor shall it excuse the performance of that Party's obligations under any of the
Agreements.

20 Mavel Americas, Inc.

Conformed Proposal
Part 2
Equipment Supply Agreement

No. 0-29029

For

Jackson Mills HPP

Between

THE CITY OF NASHUA, NH

and

MAVEL AMERICAS, INC.

www.mavel.com

Jackson Mills

Hydroelectric Upgrade Project

CONFORMED PROPOSAL
Turbine / Generator Equipment

City of Nashua, New Hampshire
Essex Power Services Inc.

Mavel Project No. 0-29029.Rev.3

14 January 2020

121 Mount Vernon St., Boston, MA 02108, USA
Phone: +1617 242 2204 Fax: +1617 242 2205

www.mavel.com
Table of Contents
Jackson Mills Hydroelectric Upgrade Project
Technical and Cost Proposal
SECTION 1: Executive Summary
SECTION 2: Vendor Proposal Information
SECTION 3: Vendor Qualifications
SECTION 4: Technical Information (Rev.1)
SECTION 5. Commercial Terms
SECTION 6: Appendices
Appendix A: Turbine Installation Drawings
Appendix B: Performance and Energy Production Information
Appendix C: Standard Kaplan Turbine Technical Specification
Appendix D: Generator Information
Appendix D.1: Generator Drawings
Appendix E5: Electrical Balance of Plant Specifications — Eaton Corporation
Appendix £.1: | Eaton Corporation Brochure and References
Appendix F: Production and Delivery Schedule
Appendix G: Project Team and Resumes of Project Staff — Not Used
Appendix H: ISO Certificates — Not Used
Appendix |: Mavel References — Not Used
Appendix J: Mavel Brochure — Not Used

Project No. 0-29029.Rev.3 www.mavel.com Jackson Mills Upgrade

121 Mount Vernon St., Boston, MA 02108, USA
Phone: +1617 242 2204 Fax: +1617 242 2205

www.mavel.com

SECTION 1

Executive Summary

Project No. 0-29029.Rev.3 www.mavel.com Jackson Mills Upgrade

121 Mount Vernon St., Boston, MA 02108, USA
Phone: +1617 242 2204 Fax: +1617 242 2205

www.mavel.com

SECTION 1
EXECUTIVE SUMMARY

Owner
City of Nashua, New Hampshire

Operator
Essex Power Services, Inc.
Essex Hydro, LLC
55 Union Street, 4™ Floor
Boston, MA 02108

Representatives
H. L. Turner Group, Inc.
John R. Lavigne, Jr.
JLavigne@hiturner.com
603/228-1122, ext. 149
1.1 Proposal Request

The City of Nashua, New Hampshire (“Owner”) is interested in replacing the turbine-generator-control system (“TGC”)
at its Jackson Mills Hydroelectric Project (“Jackson Mills HPP” or the “Project”)). Essex Power Services, Inc. (“EPSI”), as
operator of the project, has invited Mavel Americas, Inc. (“Mavel”) to submit a preliminary technical and cost proposal
(“Proposal”) for a TGC replacement. The Jackson Mills HPP, originally commissioned in 1984, is located at the Jackson
Falls Dam on the Nashua River.

The Project involves the removal of the existing 1000 kW single-regulated turbine and generator set and replacement
with a new double-regulated turbine and generator package. The upgrade Project will also include replacement of the
electrical balance of plant equipment. The design parameters for the site are operating head of 21 ft. and flow rate of
800 cfs.

The Technical Specification Package and Request for Preliminary Vendor Equipment Proposals (“Proposal Request”),
prepared by the H.L. Turner Group Inc. (“Engineer”) indicates an interest in a TGC arrangement with a similar inclined
turbine within the existing powerhouse. Alternative arrangements will be considered provided that impacts to the
existing structure and fish passage facility are minimized.

The plant is currently limited to 1000 kW output due to net metering rules. The Owner and EPSI are interested in
additional capacity with this upgrade even though the new unit may have to operate in a restricted mode until rule
changes are implemented.

Exterior view of the Jackson Mill Hydro Station

Project No. 0-29029.Rev.3 www.mavel.com Jackson Mills Upgrade

121 Mount Vernon St., Boston, MA 02108, USA
Phone: +1617 242 2204 Fax: +1617 242 2205

F j ~
WWwWw.mMmavel.com

1.2 Revised Site Parameters

Mavel provided a proposal in March 2019 for installation of a Kaplan bulb turbine type Mavel KA1800K4 connected
to a synchronous generator via an angle-drive gearbox. At the original design head of 21 feet and rated unit discharge
of 800 cfs, the turbine would have an installed power of 1,226 kW measured at the turbine shaft. The generator
power would be 1165.2 kW based on gearbox and generator efficiencies.

A conference call was held on June 5, 2019 to review the March proposal. The Owner commented that the proposed
design was the most effective in minimizing changes to the existing structure. Concern was expressed for the amount
of possible excavation into the structure foundation and requested a review to determine if the unit centerline and
lower gallery floor could be raised to reduce risk. Revised design parameters for the site were provided for the
review. The revised parameters are an operating head of 19.9 ft. and flow rate of 750 cfs.

Mavel committed to review the arrangement and provide a revised proposal, which follows here.

13 Mavel Equipment Recommendation

Mavel affirms the original recommendation to replace the existing equipment at the Jackson Mills HPP with a Kaplan
bulb turbine type MAVEL KA1800K4. The turbine will have a runner diameter of 1800 mm, four runner blades and a
steel scroll case. The turbine will be connected to a synchronous generator via an angle-drive gearbox. The turbine
speed will be 240 rpm and the generator speed will be 720 rpm. At the design head of 19.9 feet and rated unit discharge
of 750 cfs, the turbine will have an installed power of 1,127 kW measured at the turbine shaft. The generator power
will be 1059 kW based on gearbox and generator efficiencies.

The estimated annual energy production for the operation of Jackson Mills HPP at full capacity based on the site
hydrology would be 4,161,354 kWh.

Cross Section of a Mavel Kaplan Bulb Turbine with Gearbox

The MAVEL KA1800K4 double regulated Kaplan bulb turbine was selected for the TGC replacement at Jackson Mills
HPP in order to maximize the potential of the site while minimizing changes to the existing civil structure.

Project No. 0-29029.Rev.3 www.mavel.com Jackson Mills Upgrade

121 Mount Vernon St., Boston, MA 02108, USA
Phone: +1617 242 2204 Fax: +1617 242 2205

www.mavel.com
Advantages of this solution are:

1. Power Potential. The TGC arrangement will meet the 1,000 kW maximum requirement but has the
potential for increased output if permits are in place. This would be readily accomplished via control
modifications.

Civil Modifications. The TGC arrangement, as proposed, will require minimal civil modifications. The bulb
turbine unit is an easy, compact solution that will fit within the existing structure. The intake is designed
to provide a smooth transition into the turbine. The draft tube will require change in order to assure
performance of the unit and provide a straight flow path.

|

Fish Passage. The MAVEL KA1800K4 turbine with four blades and operating at 240 rpm speed will
minimize the potential for impact on fish passage through the turbine. There will be no impact to the

upstream fish passage facility.

|

More information on Mavel’s Kaplan Bulb turbines are provided in Section 6: Appendix C Standard Kaplan Turbine
Technical Specifications.

Mavel will purchase all materials and major subcomponents from either American or European sub-suppliers.

The synchronous generator will be provided by Czech producer GAEM. The completed Bid Forms and Section 6:
Appendix D provide additional technical information on the generator and general information about GAEM.

The Electrical Balance of Plant (“EBOP”) sub-supplier is Eaton Corporation with base in Lewiston, ME. Eaton will design
and deliver the EBOP equipment per the RFP scope and requirements. Startup and commissioning services can be
provided at such time.

1.3 Commercial Terms

Not Used

Project No. 0-29029.Rev.3 www.mavel.com Jackson Mills Upgrade