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MASTER RETAIL ELECTRICITY SALES AGREEMENT

This MASTER RETAIL ELECTRICITY SALES AGREEMENT together with the Sales Confirmation(s) and the Transaction Confirmation(s) or
Term Sheet(s), as applicable (collectively, the "Agreement") is entered into and made by and between EDF Energy Services, LLC (“Seller”) and
City of Nashua (“Buyer”). This Agreement shall be effective as of October 25, 2018 (the “Effective Date”). Seller and Buyer may be individually
referred to as “Party” or collectively as “Parties”. Pending the execution of a Sales Confirmation, Seller shall have the right, but not the obligation,
to provide retail electricity services to Buyer under this Agreement. The Parties hereby agree as follows:

1. Purchase and Sale: Seller shall sell and Buyer shall purchase and receive electricity to meet Buyer's full electricity requirements for Buyer's
identified Electric Service Account(s) ("ESA(s)") specified in the Sales Confirmation. The terms and conditions of the purchase and sale are set
forth in this Agreement and in the Sales Confirmation. The electricity will be delivered to Buyer’s Transmission and Distribution Service Provider
(“DSP”) corresponding to the Buyer's ESA (the “Delivery Point’) and title to and risk of loss related to electricity shall transfer from Seller to Buyer
at the Delivery Point. Buyer acknowledges and understands that the delivery of electricity to Buyer's ESA will be accomplished exclusively by the
DSP from the Delivery Point to the ESA.

2. Metering: All measurement of electricity delivered hereunder shall be and can only be provided by the DSP for each Delivery Point. “Metered
Usage" shall be defined as the metered usage as provided by the DSP. “Total Usage” shall be defined as the metered usage plus the applicable
transmission and distribution losses plus unaccounted for energy (“UFE”) as published by the entity entrusted with transporting energy in the form
of electrical power on a state or regional level using fixed infrastructure (e.g. ERCOT, PJM) (the “Transmission Operator’) and DSP. Seller may
use estimated Metered Usage if measurements of usage are not received timely from the DSP, in which case Seller will indicate that an estimate
was used and will make appropriate adjustments upon receipt of definitive data verifying Metered Usage.

3. Switching: Seller shall use commercially reasonable efforts to effectuate a timely switch of Buyer’s ESA to Seller. Seller cannot guarantee
a switch of Buyer's ESA to Seller will occur by a specific date, and Seller shall not be liable for delays in this process caused by the DSP. The
“Service Start Date” shall be the date upon which a particular ESA is switched to Seller. The Service Start Date is typically the scheduled read
date that occurs during the month and year identified as the Start Date specified in the Sales Confirmation. The “Service End Date’ is typically
the scheduled read date that occurs during the month and year identified as the End Date specified in the Sales Confirmation. Each ESA may
have a separate Service Start Date and Service End Date.

4. Billing & Payment: Buyer will be invoiced the total amount due for electricity delivered to Buyer during each month in one of the following
ways based on availability and eligibility of Customer(s) Account(s), which may change from time to time: (a) Dual Billing: Buyer will receive two
invoices, one from Seller for Electricity Charges and one from the DSP for the amounts payable by Buyer for services provided by the DSP; or
(b) DSP/Utility Consolidated: Buyer will receive one invoice from the DSP for both Electricity Charges and DSP Charges; or (c) EDF Consolidated:
Buyer will receive one invoice from the Seller for both Electricity Charges and DSP Charges. All invoice types shall include all applicable DSP
Charges on an invoice (as defined in the Sales Confirmation, Taxes (as defined in Paragraph 25), and other charges allowed pursuant to this
Agreement. Buyer and/or Buyer’s representatives or agents will be given access to Seller's online invoicing system to retrieve invoices. Invoice
notification and invoicing system access will be delivered to Buyer via email. Payment via ACH or wire transfer shall be due to Seller twenty (20)
days after the billing date on the Buyer's invoice or the transmittal date on the email, whichever is later. Ail past due invoices will incur a late
payment charge of one percent (1%) of the invoice amount and the outstanding balance will accrue interest at the lesser of one percent (1%) per
month or the maximum amount allowable by law (the “Interest Rate”). Buyer shall be responsible for any and all collection costs incurred by
Seller. If applicable, Buyer will continue to receive a separate invoice from the DSP for distribution and metering charges related to Buyer's
receipt of electricity.

5. Disputed Amounts: If there is a good faith dispute regarding any invoice, Buyer will pay the undisputed amount of any invoice by the
applicable due date, and the Parties will attempt to expeditiously resolve the dispute. Notice of any dispute must be provided not more than six
(6) months from the date that such invoice is delivered to Buyer. in no event shail the disputed portion include a dispute for DSP Charges,
Metered Usage or Taxes. In the event of disputed DSP Charges and/or Metered Usage, Seller will work with the applicable DSP on Buyer's
behaif to resolve the dispute and will reimburse to Buyer any disputed amount that is subsequently corrected, cancelled and rebilled by the DSP.
Notwithstanding the foregoing, Seller shall have no obligation to take formal action or apply any of Seller's financial resources toward Sellers
efforts to resolve the dispute on Buyer’s behalf. Any dispute resolution performed in connection with the foregoing shall be resolved in accordance
with the provisions of Paragraph 29.

6. Blend and Extend - Rate Adjustment and Term Extension: At any time during the Term, Buyer may request that the Term be extended
and the Contract Price (as defined in the Sales Confirmation) then in effect be changed. Upon request, Seller will submit an offer to Buyer
reflecting a revised Contract Price and new Term.

7. Adding and Deleting Accounts: Buyer is permitted to add or delete ESA provided that there is no Event of Default by Buyer, and any such
ESA to be added is located within the DSP area currently served by Seller. In the event that ESA are added and/or deleted, the Parties shall
modify the Sales Confirmation accordingly subject to any material change provisions contained within the Sales Confirmation.

8. Performance Assurance: If either Party determines in its reasonable discretion that the other Party's creditworthiness or ability to perform
under this Agreement has become unsatisfactory due to a material adverse change in the financial conditions of the other Party then that Party
(hereafter and for the purposes of Paragraph 8 of this Agreement (the “Requesting Party”) may require Performance Assurance. The Requesting
Party shall provide the other Party (hereafter and for the purposes of Paragraph 8 of this Agreement (the “Receiving Party”) with written notice
requesting such Performance Assurance in an amount determined by the Requesting Party in a commercially reasonable manner. Upon receipt
of such notice the Receiving Party shall have three (3) days to provide such Performance Assurance to the Requesting Party. In the event that

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the Receiving Party fails to provide such Performance Assurance within three (3) days of receipt of such notice, then an Event of Default shail be
deemed to have occurred and the Requesting Party shall be entitled to exercise any remedies set forth in this Agreement. Performance Assurance
shall mean cash, letter(s) of credit, corporate guarantees, or other security each in form and amount reasonably acceptable to the Requesting
Party.

9. Financiais: Upon request, if not available on EDGAR or the Customer home page on the World Wide Web, the Customer shall provide: (i)
a copy of the most recently available annual report containing audited consolidated financial statements and/or (ii) a copy of the most recently
available quarterly unaudited consolidated financial statements.

10. Term: This Agreement shall commence on the Effective Date and shall continue in effect through the fast occurring Service End Date (the
“Term”) unless sooner terminated as otherwise provided in this Agreement.

11. Assignment and Binding Effect: Neither Party may assign this Agreement without the express written consent of the other Party, which
consent shall not be unreasonably withheld.

12. Regulatory Events: If there is a change in law, administrative regulation, rule, design or structure, order, judicial decision, statute, or a
change in an interpretation, operation, administration or application of any of the foregoing (collectively, a “Regulatory Event’) and such Regulatory
Event causes Seller to directly or indirectly incur any capital, operating, commodity or other costs (including, but not limited fo increased Taxes
and redefinition of charges) relating to the provision of services contemplated herein above, or in addition to those existing prior to the date of the
Regulatory Event, then Seller shall be permitted to pass through the economic effects of any such Regulatory Event to Buyer and Buyer shall
pay or reimburse Seller for the dollar amounts attributable to such economic effects resulting from the Regulatory Event. Neither Party shall be
obligated to perform under this Agreement if a Regulatory Event renders that Party's performance of its respective obligations iliegal or impossible
to perform, including, but not limited to the termination of retail sale of electricity.

13. Confidentiality: Neither Party shall disclose the terms of this Agreement to a third party (other than the Party's affiliates, employees, lenders,
counsel, consultants, accountants and other parties who have agreed to keep such terms confidential), except in order to comply with applicable
law. Each Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure. The Parties shall be entitled to
all remedies available at law or in equity to enforce, or seek relief in connection with, this paragraph.

14. Event of Default: An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party’), the occurrence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within five (5) business days
after written notice; (b) a representation or warranty made by a Party to this Agreement proves to have been false or misleading in any material
respect when made or ceases to remain true during the Term; (c) the failure of a Party to perform any covenant set forth in this Agreement which
is not excused by Force Majeure or cured within five (5) business days after written notice thereof; (d) the failure of a Party to provide Performance
Assurance in accordance with Paragraph 8; (e) the failure of Buyer to utilize Seller as its sole supplier of electricity for its Accounts (specified in
the Sales Confirmation) at any time during the Term (including but not limited to a switch of Buyer's electric service to another provider); or (f) a
Party makes an assignment or any general arrangement for the benefit of creditors or otherwise becomes bankrupt or insolvent.

15. Remedies: (a) if an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-
Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days
after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to
liquidate and terminate all of the transactions and sales of electricity existing under this Agreement between the Parties (including any fixed price,
or other fixed price components underlying the establishment of the Contract Price) (the “Terminated Transactions’), (ii) to withhold any paymenis
due to the Defaulting Party under this Agreement, and (iii) to suspend performance including, but not limited to, the suspension of any further
deliveries of electricity. The Non-Defaulting Party shall calculate, ina commercially reasonable manner, a “Settlement Amount’ for the Terminated
Transactions as of the Early Termination Date (or, if in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions
are commercially impracticable to liquidate and terminate or may not be liquidated and terminated on the Early Termination Date, as soon
thereafter as is reasonably practicable).

(b) For purposes of subparagraph (a) above, the “Settlement Amount” shall mean (i) the then current replacement value of this Agreement
together with, but without duplication, all losses and reasonable costs incurred by the Non-Defaulting Party for the anticipated usage for the
balance of the Term; and, in the event that an early termination involves the liquidation of any hedge or related physical or financial position
applicable to this Agreement, then (ii) the Losses, Gains, and Costs which such Party incurs as a result of the liquidation of the Terminated
Transactions. For purposes of the foregoing, “Losses” means with respect to any Party, an amount equal to the present value of the economic
loss to it, if any (exclusive of Costs), resulting from termination of the Terminated Transaction, determined in a commercially reasonable manner.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting
from the termination of a Terminated Transaction, determined in a commercially reasonable manner. “Costs” means with respect to the Non-
Defaulting Party, brokerage fees, commissions, and other similar third party transaction costs, and expenses reasonably incurred by such Party
either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangement which replace a Terminated
Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of this
Agreement and any Transaction. For purposes hereof, the “present value” of any amount will be calculated using the six-month London Interbank
Offered Rate as posted in the “Money Rates” column of The Wail Street Journal as of the date of such determination.

(c) The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (i) at the option of the Non-Defaulting
Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Paragraph Q, plus any or all other amounts due
to the Defaulting Party under this Agreement, against (ii) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other
amounts due to the Non-Defauiting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the
“Termination Payment’) payable by the Defaulting Party to the Non-Defaulting Party.

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(d) As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the
Termination Payment. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The
Termination Payment shall be made by the Defauiting Party within five (5) business days after such notice is effective.

(e) Notwithstanding any other provision of this Agreement, if (i) an Event of Default, or (ii) a Potential Event of Default shall have occurred and
be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (1) to suspend performance under this
Agreement; provided, however in no event shall any such suspension continue longer than ten (10) business days unless an Early Termination
Date shall have been declared and notice thereof has been given pursuant to this Paragraph 15, and (2) to the extent that an Event of Default
shail have occurred and be continuing, to exercise any remedy available at law or in equity. For purposes of the foregoing, a “Potential Event of
Default’ shall mean an event which, with notice or passage of time or both, would constitute or result in an Event of Default,

16. Entirety of Agreement: It is the intention of the Parties that this Agreement constitutes the entire agreement between the Parties, contains
all terms, conditions, and protections in any way related to, or arising out of, the sale and purchase of the electricity, and supersedes ail prior
agreements, written or oral, or representations of any brokers or sales representatives. Any amendment, change or modification of this Agreement
must be in writing and signed by both Parties.

17. Force Majeure: (a) Except for obligations for the payment of money, and in accordance with subparagraph (b) below, if either Party is
rendered unable, wholly or in part, to perform its physical obligations under this Agreement (including but not limited to the delivery or receipt of
electricity hereunder) due to Force Majeure, the physical obligations of each Party will be suspended for the duration of any inability to perform.
A Party claiming Force Majeure (the “Claiming Party’) will notify the other Party by written confirmation within three (3) business days following
such occurrence, describing the nature, and estimated duration of such inability to perform. The cause of such inability to perform will be remedied
with all reasonable dispatch. “Force Majeure” means any event or occurrence (including, but not limited to “Acts of God”) that is beyond the
control of a Party and that: (i) is not the result of the negligence of the Claiming Party; and (ii) which, by the exercise of due diligence, the Claiming
Party is unable to avoid or cause to be avoided. A claim of Force Majeure may not be based on: (i) Buyer's inability to economically use electricity
purchased under this Agreement; (ii) Buyer’s election to close, sell, abandon or materially curtail or discontinue operation of Buyer's facilities due
to any economic circumstance; (iii) a Party’s inability to acquire electricity at a particular price; or (iv) a Party’s ability to sell electricity at a price
above the Contract Price.

(b) Where Buyer is the Claiming Party, Buyer will provide notice to Seller of any event of Force Majeure immediately upon Buyer becoming
aware of the applicable event of Force Majeure. Such notice shall be initially provided to Seller by telephone to the following number: 281-653-
1651; provided that for any such claim of Force Majeure to be effective, Buyer shall also provide written notice of the event of Force Majeure in
accordance with subparagraph (a) above.

18. Forward Contract: The Parties acknowledge and agree that this Agreement and the transaction(s) contemplated under this Agreement
constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that
each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code.

19. Governing Law/Counterparts: This Agreement will be interpreted in accordance with the substantive and procedural laws of the State in
which this Agreement is performed without giving effect to laws and rules governing conflicts of laws. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement
may be executed and be deemed binding through the use of facsimile or electronic signatures.

20. Indemnification: Each Party will indemnify, defend and hold harmless the other Party, its officers, agents, and employees from any claims,
damages and actions of any kind arising from personal injury (including without limitation, death), tangible property damage or any other damages
arising from or out of any event, circumstance, act or incident occurring or existing with respect to the electricity provided pursuant to this
Agreement, whether or not control and title to the electricity is vested in Buyer or Seller.

21. Limitation of Remedies, Liability, Damages & Disclaimer of Warranties: FOR BREACH OF ANY PROVISION FOR WHICH AN
EXPRESS REMEDY !S PROVIDED, SUCH EXPRESS REMEDY WILL BE THE SOLE AND EXCLUSIVE REMEDY. IF NO EXPRESS REMEDY
IS PROVIDED, A PARTY'S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. NEITHER PARTY WILL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS
INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. THE
PARTIES INTEND THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD
TO THE CAUSES RELATED THERETO INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT
OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE
CHARACTERIZED OR DEEMED TO BE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT
OR IMPOSSIBLE TO DETERMINE, OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES
CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN PARAGRAPH 28, SELLER EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL, WITH
RESPECT TO THE ELECTRICITY SUPPLIED UNDER THIS AGREEMENT, INCLUDING EXPRESS, IMPLIED OR STATUTORY WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR EARLY
TERMINATION OF THIS AGREEMENT.

22. Modification of Agreement: Any alteration, deletion or addition to the Agreement shall be effective only if made in a written amendment
executed by both Parties. No amendment or modification shall be made to this Agreement by course of performance, course of dealing or
consumption of trade, or by the failure of a Party to object to a deviation from the terms of this Agreement.

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23. No Third Party Beneficiaries; Relationship of the Parties: There are no third party beneficiaries to this Agreement. Seller and Buyer
agree that nothing in this Agreement shall be construed to constitute or imply a joint venture, partnership or association or the creation or existence
of any fiduciary duty, or similar obligation or liability between Seller and the Buyer.

24, Severability: If any provision of this Agreement is held to be invalid, its invalidity shall not affect the validity of any other provision of the
Agreement.

25. Survival: All confidentiality, indemnity, liability limitation and disclaimer provisions will survive the termination of this Agreement. All
obligations provided in this Agreement will remain in effect for the purpose of complying herewith.

26. Taxes: Buyer will reimburse Seller for all Taxes identified hereunder, whether imposed on Buyer or Seller. Seller may collect such Taxes
from Buyer by increasing invoice charges for the amount of such Taxes. Buyer will notify Seller of any exemptions from Taxes to which Buyer
claims entitlement and will provide Seller with all exemption certificates and other information that may be required by taxing authorities or
requested by Seller to support and confirm entitlement to such exemptions, and until such certificates and other information are provided, Seller
will not recognize any exemption. “Taxes” shall mean those jurisdictional taxes identified in the Sales Confirmation.

27. UCC: Except as otherwise provided in the Agreement, the Uniform Commercial Code (“UCC”) (as adopted in the State in which this
Agreement shall be performed) and shall apply to this Agreement and electricity shall be a “good” for purposes of the UCC.

28. Representations and Warranties: Each Party represents to the other that as of the Effective Date of this Agreement: (a) it is validly existing
and in good standing in the jurisdiction of its formation; (b) it has not filed, does not plan to file, or had any bankruptcy proceeding filed against it;
(c) execution of this Agreement has been duly authorized and is a valid and enforceable obligation; and (d) it is not a party to or subject to any
commitment that may restrict or interfere with the delivery of electricity under this Agreement. Seller represents and warrants that it will comply
with local, state and federal laws applicable to retail electric providers in the applicable RTO market. Buyer represents to Seller during the Term
that: (a) the information provided concerning its Account(s) is true and correct to its general knowledge; (b) any transactions entered into by Buyer
related to this Agreement are understood by Buyer and made at Buyer's sole election in the exercise of independent judgment and Buyer assumes
any risk associated with them; and (c) it is purchasing these services for its commercial or industrial business, strictly for its own use, and is not
classified by the DSP as a residential customer.

29. Dispute Resolution: In the event of any dispute, controversy or claim between the Parties arising out of or relating to this Agreement or
the breach, termination or invalidity thereof (collectively, a “Dispute”), the Parties shail atternpt in the first instance to resolve such Dispute through
direct negotiations between the Parties. The Parties agree to attempt to resolve all Disputes arising hereunder promptly, equitably and in a good
faith manner. The Parties further agree to provide each other with reasonable access during normal business hours to any and all non-privileged
records, information and data pertaining to such Dispute, upon reasonable advance notice.

if such negotiations do not result in a resolution of the Dispute within ten (10) business days after written notice by a Party to the other Party
describing the Dispute and requesting direct negotiations, then the Dispute may be submitted by either Party to binding arbitration as provided
below, by giving written notice thereof to the other Party; provided, however, that in no event shail a Party have the right to submit the Dispute to
arbitration if the institution of legal or equitable proceedings based on such Dispute would be barred by any applicable statute of limitations.

Any Party electing to arbitrate a Dispute shall designate its nomination for an arbitrator in its notice to the other Party electing to submit the Dispute
to arbitration. The Party receiving such notice shall, within ten (10) business days thereafter, by return written notice, state whether it will accept
such nomination, or decline to accept it and designate its nomination for an arbitrator. One arbitrator shall control the proceedings if such
nomination of an arbitrator is accepted or if the receiving Party fails to nominate an arbitrator within the required ten (10) business day period. If
the receiving Party timely nominates an arbitrator, the arbitral tribunal shall consist of three (3) arbitrators, with the two (2) selected arbitrators
choosing a third arbitrator, which third arbitrator must be a person with the requisite knowledge and experience to make a fair and informed
determination with respect to the matter in dispute, which person shall not be an affiliate of either Party, nor an employee, director, officer,
shareholder, owner, partner, agent or a contractor of either Party or of any affiliate of either Party, either presently or at any time during the
previous two (2) years. In the event the arbitrators fail to appoint the third arbitrator within thirty (30) days after they have accepted their
appointment, the third arbitrator (meeting the qualifications specified in the preceding sentence) shall be appointed by the American Arbitration
Association. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
except as such rules conflict with the provisions of this paragraph in which event the provisions of this paragraph shall prevail.

Notwithstanding anything to the contrary contained in this Agreement or otherwise, the arbitrator(s) shall be confined to rendering a decision in
the arbitration that is confined to the selection of one of the positions offered by the Parties and shall not have the independent capability of
fashioning or imposing a remedy other than the selection of one of the remedies offered by the Parties.

30. Notices: Notices required or permitted to be given under this Agreement will be in writing. The addresses of the Parties are as follows:

Seller Notices:
(Contract Issues)
Attn: Vice President — Commercial and Industrial Power
Address: 601 Travis Street, Suite 1700
Houston, TX 77002
Phone: 281-781-0333
Fax: 281-653-1454
Email: cherie.fuller@edfenergyservices.com; and
Confirmations@edfenergyservices.com
FEIN: 30-0464462

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(Billing/Payments)
Email: RemitAdvice@edftrading.com

Buyer Notices:
(Contract Issues)
Attn: Janet Graziano
Address: 229 Main St
Nashua, NH 03060
Phone: 603-589-3174

Fax: 603-589-3244

Email: razianoj@nashuanh.gov.., ,

Federal Tax ID No.. 22-7 @CCO oS J
(invoicing)

Attn: Janet Graziano

Phone: 603-589-3174
Email: grazianoi|@nashuanh.gov

This Agreement and each amendment may be executed and delivered in counterparts (including electronic transmission), each of which will be
deemed an original.

Signatures on following page.

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IN WITNESS WHEREOF, the Parties, by their respective duly authorized representatives, have executed this Agreement effective as of the
Effective Date written above.

“BUYER” “SELLER”

EDF ENERGY SERVICES, LLC

By:

Name:

Title: Aver ~ | Title:
Z

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REPORT OF THE FINANCE COMMITTEE

OCTOBER 17, 2018

A meeting of the Finance Committee was held on Wednesday, October 17, 2018, at 7:00 p.m. in the
Aldermanic Chamber.

Mayor Jim Donchess, Chairman, presided.

Members of the Committee present: Alderman Michael B. O’Brien, Vice Chair
Alderwoman-at-Large Shoshanna Kelly
Alderman-at-Large Brandon Michael Laws
Alderman Patricia Klee
Alderman June M. Caron
Alderman Linda Harriott-Gathright

Also in Attendance: Dan Kooken, Purchasing Manager
John Griffin, CFO/Comptroller
David G. Fredette, Treasurer/Tax Collector
Tim Cummings, Director of Economic Development
Camille Pattison, Transportation Department Manager

PUBLIC COMMENT - None

COMMUNICATIONS

From: Mayor Jim Donchess

Re: Contract for Construction of the Heritage Rail Trail to Mine Falls Park Trail and

Pedestrian Bridge — Change Order #1

MOTION BY ALDERWOMAN KELLY TO ACCEPT AND PLACE ON FILE
MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Snow Plowing Contract — City Parking Lots (Value: Not-to-Exceed $26,000)

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD
OF ALDERMEN APPROVAL, AWARD THE CONTRACT TO DOTY GROUP IN AN AMOUNT NOT-TO-
EXCEED $26,000. FUNDS ARE AVAILABLE IN DEPARTMENT

166, PARKING; GENERAL OPERATING FUND

ON THE QUESTION

Alderman O’Brien

Yes thank you Mr. Mayor, this is in regard to also parking garages that we talked about in the past?

Mayor Donchess

The answer to that is yes but | will let Mr. Cummings answer in more detail.

Finance Committee - 10/17/2018 Page 2

Tim Cummings, Director of Economic Development

For the record, Tim Cummings, Director of Economic Development and yes this is also for the top floor of the
garages.

Alderwoman Kelly

Thank you Mr. Mayor. How do we account for winters like last winter when we are figuring out the budget for
snow plowing?

Mr. Cummings

I’m sorry, I’m not sure | am following the question.

Alderwoman Kelly

So it was a very heavy snow last year, | imagine we went over our contract. Where do we get the number
from, is it based on the year before?

Mr. Cummings

Yes, so Mr. Mayor if | may, we budget for it looking at past history is really all that we can do. And then we
monitor it very closely. | will say that last year we had a, | don’t want to say the word surplus, but we did have
money left in that account at the end of the year. | try to make sure that we have that every year so we stay on
top of that diligently.

With that being said, | also wanted to come this evening and make a point or comment relative to this contract.
It was brought to my attention on Friday of last week, too late for this process here, that there may be a
potential that with this contract an expansion. If that is the case, | will communicate that to you, where we will
be also looking to maintain the pedestrian bridges here in this City. | don’t have all the answers yet on that |
just wanted to telegraph that for you in advance, make sure you know that this would be the type of contract
that would be handling that service. We are going to work through those issues over the next couple of weeks
and if we are successful | will be back before you to communicate exactly how that is resolved. | just want to
make it so that this group is aware of that.

MOTION CARRIED

From: Dan Kooken, Purchasing Manager
Re: Purchase of Two (2) Transit Electric Hybrid Buses (Value $1,370,000)

MOTION BY ALDERWOMAN KELLY TO ACCEPT, PLACE ON FILE AND, CONTINGENT UPON BOARD
OF ALDERMEN APPROVAL, AWARD THE CONTRACT TO GILLIG, LCC, IN THE AMOUNT OF
$1,370,000. SOURCE OF FUNDING IS DEPARTMENT 181, COMMUNITY DEVELOPMENT; LOW-NO
GRANT

ON THE QUESTION

Mayor Donchess

Ms. Pattison is here on this; our Transportation Manager. Why don’t you give a brief overview of the buses
and when we will acquire them and the like.

general rule, the effect of interfund activity has been eliminated from the government-wide
financial statements.

Amounts reported as program revenues include (1) charges to customers or applicants for
goods, services, or privileges provided, (2) operating grants and contributions, and
(3) capital grants and contributions, including special assessments. Internally dedicated
resources are reported as general revenues rather than as program revenues. Likewise,
general revenues include all taxes.

Fund Financial Statements

Governmental fund financial statements are reported using the current financial resources
measurement focus and the modified accrual basis of accounting. Revenues are recognized
as soon as they are both measurable and available. Revenues are considered to be available
when they are collectible within the current period or soon enough thereafter to pay
liabilities of the current period. For this purpose, the City considers property tax and
intergovernmental revenues to be available if they are collected within 60 days of the end
of the current fiscal period. All other revenue items are considered to be measurable and
available only when cash is received by the City. Expenditures generally are recorded when
a liability is incurred, as under accrual accounting. However, certain expenditures such as
debt service, claims and judgment, compensated absences, OPEB, and pension are recorded
only when payment is due.

The City reports the following major governmental funds:

« The General Fund is the government’s primary operating fund. It accounts for all
financial resources of the general government, except those required to be accounted for
in another fund.

e The Debt Service Fund is used to account for resources and debt service payments
associated with the bond issuance for the acquisition of Pennichuck Corporation.

The proprietary fund financial statements are reported using the economic resources
measurement focus and the accrual basis of accounting. Under this method, revenues are
recognized when earned and expenses are recorded when liabilities are incurred.

Proprietary funds (which include both enterprise and internal service funds) distinguish
operating revenues and expenses from nonoperating items. Operating revenues and expenses
generally result from providing services and producing and delivering goods in connection
with a proprietary fund’s principal ongoing operations. The principal operating revenues
of the enterprise fund are charges to customers for sales and services. Operating expenses
for enterprise funds include the cost of sales and services, administrative expenses and
depreciation on capital assets. All revenues and expenses not meeting this definition are
reported as nonoperating revenues and expenses.

The City reports the following major proprietary funds:

e The Wastewater Enterprise Fund that accounts for the resources and cost associated
with the City’s wastewater treatment.

49

Finance Committee - 10/17/2018 Page 3

Camille Pattison, Transportation Department Manager

Sure, so in August we were awarded a LOW-NO Emission Grant, it was a nationally competitive grant. These
will be replacing two of the trolleys with two new electric hybrid buses, so we will be continuing our efforts to
maintain a green fleet, we will get the diesel trolleys off the road. If we are able to get through our process
relatively quickly, then Gillig has assured us that they can actually start production of these electric hybrid
buses next August, which means we would have them about a year from now. That is actually expedited,
typically it takes 72 months for them to actually build the buses, so they are willing to work with us and get
those out here a little bit earlier, which is pretty significant.

Another kind of cool feature of this grant, they consider the selection process to be competitive with FTA
standards, so we don’t actually have to go out and do another competitive RFP process. So it does trigger the
sole source for the City. We like to partner with Gillig and BAE, those are the folks that we named in the grant
and as long as we partner with them, that qualifies as the competitive process. So it a sole source on the City
side.

Alderman Laws

| just wanted to thank you for this. | am sure that everyone saw the news article that came out recently that
says that if we don’t reduce our carbon emissions by 100% by 2050 we are going to have grow gills; so |
appreciate the effort that you guys are putting in especially with securing these grants. So thank you for that.
Ms. Pattison

Well Mayor Donchess had expressed significant interest in pursuing the electric hybrid buses so when we saw
the grant come out, we thought it was kind of a long shot, but we went for it. So it was a win.

Mayor Donchess

Very good job.

Alderman Klee

Thank you, | want to commend you on getting the grant and all that has been done to do this. If | am not
mistaken when we first talked about this, they talked about keeping at least one of the trolleys for, | don’t want
to say for entertainment use, but for something like that.

Ms. Pattison

So we will. This will allow us to take two of the trolleys off the road; we have another grant that will buy one
more full size CNG and that will replace the other one, but we will keep one for like special events when we do
shuttle services, things like the tours and the Holiday Stroll. So we will keep one for that, we will just rehab it
and keep it for special events like that. But what we found consistently and | know the Mayor’s Office has had
a lot of complaints as well, they are not comfortable especially for seniors who ride them. There are steps and
it does make it more difficult; it is a rougher ride and the new buses are more comfortable.

Alderman Klee

Ok and what are the plans with the other two, will we be selling those off, auctioning them?

Ms. Pattison

Yes we will sell them off. Typically we use the public auction, we work with Dan Kooken’s office and that was
how we were able to dispose of the previous buses that we had as well, the whole fleet.