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EXHIBIT B
HL Turner Scope of Services
Jackson Mills Turbine/Generator/Controls Upgrade Project
Nashua, New Hampshire

The Jackson Mills Hydroplant Turbine/Generator/Controls Upgrade Project (”project”) is the
subject of Agreements between the City of Nashua and Bancroft Contracting Corporation
and the City of Nashua and Mavel Americas. Project work is described in that Agreement
along with a general description of the Engineer’s role representing the City of Nashua.

This scope references and includes the responsibilities for the “Engineer” as identified in the
Nashua/Bancroft Agreement (Article 9 — Engineer’s Status during Construction) and other
references to the Engineer’s duties representing the City as identified throughout the
City/Bancroft and City/Mavel Agreements.

SCOPE OF SERVICES
A. General Overview of Services

The H.L. Turner Group Inc. (The Turner Group or “we”) also known as the Engineer
of Record (EOR} and “Engineer” in project documents shall: acauire data; perform
research; perform site surveys and investigations; perform hydraulic, structural,
mechanical, electrical, civil, and architectural analyses and design; prepare opinions
of cost; perform estimated economic analyses, prepare project schedules; prepare
construction documents, drawings, and specifications; prepare regulatory permit
applications and required back-up information; participate in contract negotiations
for the turbine/generator/controls equipment (TGC) package; participate in
regulatory and legal mitigations; make presentations; prepare reports; perform
construction administrative services; perform all other work specified herein; and
perform any other related services that would normally be required to implement
the removal of the existing turbine/generator/controls (TGC) and installation of a
suitable hydroelectric generating facility at the Jackson Mills site.

B. Standard Scope of Services
1. Acquisition and Review of Data
Gather data and available information pertinent to the project, including

previous drawings and reports, regulatory requirements, and any other data
relative to the design and construction of the project. Verify the accuracy of

drawings and other information forwarded by or to the City pertaining to the
project.

Turbine/Generator/Controls (TGC) Coordination

The Turner Group will review and provide comments to the City regarding the
final TGC purchase contract.

The Turner Group will verify and coordinate all final TGC equipment
designs/specifications criteria with Mavel Americas before their initiation with
the TGC equipment design. This coordination will extend to the civil, structural,
mechanical and electrical of the powerhouse, intake, and tailrace project
features.

The Turner Group will monitor the progress of Mavel’s work and supply against
the City/Mavel contract schedule and costs.

The Turner Group will review, comment, and approve shop drawings and
materials to be used by Mavel in the manufacturing of the TGC equipment.

The Turner Group will respond to Requests for information (RFis), Submittals,
Change Orders (CO), Construction Change Directives (CCD), Field Observation

Reports (FOR), Punch Lists, Specifications, Work Authorizations, and other
communications from Mave! throughout the project schedule.

Review the turbine/generator purchase contract and provide comments to City.

Site Investigation and Surveys

Investigate existing conditions of the site and facilities. An existing site plan shall
be developed from a detailed survey of the entire site area. We shall retain the
services of a registered surveyor to perform this service. The plans shall include
dimensions and description of existing facility, property boundary, easements,
right-of-way, topographic, and utility locations; or as needed to accomplish an
appropriate site plan for construction.

We shall visit the project site and perform investigation and analyses to
ascertain the suitability of incorporating equipment into the project
development scheme. We shall conduct analyses sufficient to accomplish
hydraulic design, foundation design, stability analysis, seepage analyses, and to
recommend methods to control water and stability during construction. The
Turner Group shall retain the services of a geotechnical engineer to assist in the
evaluation of the existing site conditions for a suitable foundation design.

Soil/rock borings may be required as part of this investigation, if deemed
necessary by the design team.

Plant Design and Construction Documents

We shall perform professional services as hereinafter stated including
customary, civil, structural, hydraulic, mechanical, and electrical services and
customary architectural services in connection with the preparation of
construction documents for the installation of the TGC.

The Turner Group shall provide civil engineering services including: civil design
and layout of plant structures and facilities, municipal, state and FERC permitting
as may be required including FERC Quality Control Implementation Program
(QCIP) and Temporary Construction Emergency Action Plan (TCEAP); as well as
utilities and other improvements; analyses of hydraulic structures; design of
foundations and retaining structures, intake and tailrace gate or stoplog
structures; and structural analyses and design of reinforced concrete, structural
steel, and timber.

We shall perform general civil engineering and architectural services sufficient to
design and develop specifications for the procurement of the materials and
accessories required therein.

The Turner Group and their Electrical Subconsultant (i.e. Waldron Engineering,
Lee F. Carroll, PE, or Bancroft Contracting Company Electrical Engineering
Subcontractor) shall perform general mechanical, electrical, and systems design
services sufficient to design site and station utility, and protection services and
systems, and to develop specifications for the procurement of the equipment
and systems contained therein.

The Electrical Subconsultant shall perform electrical analyses and design
sufficient to develop a power transmission, metering, and protection scheme
acceptable to the interconnecting utility, plus all station electrical service needs
for final utility approval. Design and installation drawings shall be prepared.
We shall prepare drawings of the powerhouse including demolition and
structural restoration drawings as needed to fit the TGC inside the existing
footprint as best as practicable and equipment arrangements. Provide plan,
elevation and sectional views of the powerhouse, including arrangement of

turbines, generators, control gates, switchgear, control panels, all other auxiliary
mechanical and electrical equipment, and other space provisions.

We shall prepare documentation for start-up and testing procedures and
requirements.

C. Regulatory Applications

In coordination with and on behalf of the City of Nashua, The Turner Group will
obtain all federal, state and City permits, exemption certifications, and approvals for
construction. Services shall include the preparation and submittal of applications
and general technical assistance.

The Turner Group shall investigate and inform the City of the requirements by the
Federal Energy Regulatory Commission (FERC). The Turner Group shall prepare and
submit on behalf of the City the appropriate FERC required project documentation
including a temporary emergency action plan (TCEAP) and quality control inspection
plan (QCIP).

D. Construction Administration Services

The following services shall be provided by The Turner Group and their
Subconsultants.

1. Review and approve submittal drawings, samples, and other submissions of
the Vendors and Contractor for general conformance to the design concept
of the project and for general compliance with the contract documents.

2. Preview for general compliance with the contract documents and approve
operation and maintenance manuals, construction schedules review,
guarantees and warrantees by the Vendors, Contractors, and certificates
which are to be assembled and submitted by the Vendors and/or
Contractors.

3. Prepare routine change orders, supplemental design information requests
for information, and other documentation as required for construction and
procurement associated with the project.

4. Perform customary field observation services during construction. Services
shall include, visual observation, technical support, documentation,

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assessment and review of: foundation subgrade, material and conditions;
subgrade material placement, compaction and testing; concrete placement
and testing; material and equipment samples, submittals and test data. On
behalf of the City, The Turner Group will subcontract with testing companies
who will provide quality assurance and quality control on materials being
installed for, but not limited to, concrete reinforcement, concrete mixes, and
mechanical air flow ventilation for the powerhouse. Electrical testing will be
performed by our Electrical Subconsultant, as they and the governing utility
deem necessary to confirm compliance with regulatory requirements. The
Turner Group fee shall include construction testing including: concrete,
geotech, and final “Third Party” electrical testing of protective relays per the
utility approvals for the project.

Be present at the project site to observe and document critical activities,
including: excavation, construction, assembly, installation, monitoring and
testing.

During the manufacture and factory testing of the turbine/generator
equipment, The Turner Group may visit the manufacturing and testing
facilities to visually inspect, monitor, and document the progress schedule,
workmanship, specification compliance, operation and performance testing,
and operating characteristics.

Assist and participate in the initial start-up, testing, and commissioning of
the project, including, but not limited to: training personnel, check-out and
testing of mechanical, electrical instrumentation, and control systems;
turbine performance confirmation, and general preparation of the facility for
operational readiness.

Review the Contractor’s request for progress payments; advise the City as to
the extent of the work completed in accordance with the terms of the
contract documents as of the date of the Contractor's payment request; and
issue for processing by the City certificates for payment in the accepted
amount.

Prepare and submit to the City a Weekly Construction Progress Report.
Project reporting to include: 1). weekly project meeting minutes, 2). field
observation reports with photos, and 3). a monthly report including 1). and
2). plus a schedule and budget report. The report shall summarize all events

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associated with the construction of the project during the past week,
including, but not limited to: ongoing discussions with the City of Nashua,
state/federal agencies, and other interested parties; description of and
reason for any construction delays or accelerations, problems encountered,
corrective action (taken or proposed), and change orders under
consideration or approved; proposed and approved changes in project
design, drawings, and specifications; description of construction, material,
and equipment defects and proposed or completed rectification;
documents, samples, and test data submitted and approved or rejected,
issuance of revised or additional drawings and specifications; current
construction progress schedule; and a monthly progress payment request in
accordance with the terms of compensation outlined herein.

Conduct a final review to determine if the project is substantially complete,
provide a written determination that the project has been completed in
general accordance with the contract documents and the Contractor has
substantially completed all of the contract obligations. Upon satisfactory
review, the Turner Group shall prepare a Certificate of Completion and
submit to the City for processing and approval.

11. Transmit to the City all Vendor guarantees, affidavits, releases, bonds, and

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waivers to be furnished by the Contractor and the equipment supplier
during the course of project construction.

Upon completion of the construction and successful operation of the
project, The Turner Group shall prepare a final report documenting the as-
built condition of the project. The final project report shall summarize all
change orders issued during the Design and Construction phases of the
project. Change orders generating a change in the scope of the project, or
modifications to the drawings and specifications shall be identified. The final
project report shall document all modifications during the construction,
“as-built” drawings, start-up, testing, or initial operation phase of the project
which resulted in changes in design criteria, design and engineering
analyses, plant performance, plant operating scheme, or the power sales
scheme.

E. Documentation and Presentation

1.

Submittals and Approvals

The Turner Group shall prepare specific drawings necessary for construction of
the new powerhouse and installation of the new turbine/generator and ancillary
equipment.

Drawings for this project will include (as needed), and may be limited to the following:

e Existing Conditions Site Plan(s)

e Existing Conditions Intake Plan

e Existing Conditions Section(s)

e Existing Conditions Powerhouse Floor Plan

e Existing Conditions Roof Plan

e Mavel General Arrangement Plan
e Mavel Waterway Passage Plan

e Mavel TGC Plan(s}

® Mavel Sections

e Mavel Details

e Mavel Mechanical Equipment Plan
e Mavel Electrical Equipment Plan

e Mavel TGC Controls Plan

e Mavel TGC Controls Plan Details

® Proposed Site Plan(s)

e Proposed Powerhouse & Intake Plan

e® Proposed Powerhouse Section

e Proposed Powerhouse Floor Plan

e Proposed Powerhouse Roof Plan

© Proposed Powerhouse Sections

e Proposed Powerhouse Details

e Proposed Powerhouse Electrical Plan(s)

e Proposed Electrical Transformer Building

® Proposed Plan, Section & Details
® Proposed Powerhouse HVAC Plan, Section & Details

The Turner Group shall prepare a preliminary draft of the following project
documents: final project report, construction specifications, and other
miscellaneous project documents, including, project design criteria, project
development schedule, and regulatory applications. We shall submit all final
reports, manuals and regulatory applications for final review and approval.

Regulatory permits for this project include, but may not be limited to the following:

Federal
e US Army Corps of Engineers
@ FERC:
o Cofferdam, Erosion & Sediment Control, TCEAP, QCIP

© 90-Day Pre-Construction Plans & Specifications

State
@ NHDES:
o Wetlands (NHF&G / USFWS)
o WO Certification
o Alteration of Terrain
City

Planning Board (Site Plan Approval)

e Conservation Commission

Historic District Commission

Floodplain Development

City Building Permit (supporting drawings, etc.; as required)

Electrical permits per Bancroft (BCC)

We shall be responsible for the dissemination of project documentation to the
City, regulatory agencies, and other interested parties approved by the City. We
shall be responsible for all project communication and correspondence with

regulatory agencies, the equipment supplier, the Contractor, the
interconnecting utility, and all other required stakeholders.

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2. Meetings and Presentations

The Turner Group shall attend project progress and review meetings and
provide discussion and documentation of contract work performed, work in
progress, problems and obstacles encountered, solutions proposed, anda
proposed work schedule. Project progress and review meetings shall be
scheduled at an appropriate time and will include meeting minutes/notes to
memorialize the discussions. During construction The Turner Group shall attend
weekly progress meetings.

This proposal includes an adequate budget to meet with, respond to, and
resolve project issues relative to: local, state and federal regulatory approvals;
environmental and competitive use; power interconnection; and equipment
procurement.

We will provide the above scope for a Lump Sum Price of $442,521. Invoices will be
submitted monthly as a percentage of the completed work. The breakdown is as follows:

Engineering Designs:

Structural, Civil, Survey, Electrical, Geotech Engineering,
Project ManageMentt........ccccccsscscesscessesscssssseeseenecsseeseeceserseessccrsessseaesaeentses $212,410

Agency Permitting (Local, State, Federal) ............cscccscessssesseesesssesescsseeeeeees $91,205

Construction Administration:
(Structural, Civil, Geotech, Electrical, Project Management, Commissioning,
Final ClOSC-OUt) .......cccsssssescsseecsrecessseessesesncesscessssessssesseasssetausneescsseesseatessess $138,906

Design & CA Subtotal $442,521

Any additional work which may be required beyond the scope for customary engineering,
design, permitting and construction administration assistance for a TGC upgrade of a
hydropower facility will be performed on a time and materials basis in accordance with the
attached “Standard Fee Schedule and Payment Terms” dated January 1, 2019.

SCHEDULE

The schedule is dependent on the Agreement for the Jackson Mills
Turbine/Generator/Controis Upgrade Project between the City of Nashua and Bancroft
Contracting Corporation and the City of Nashua and Mavel Americas; as well as the delivery
and installation of the turbine/generator equipment by Bancroft Contracting Corporation
and Mavel Americas.

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