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Municipal Acquisition Regulatory Asset (“MARA”)

Pursuant to the NHPUC Order, the Company established a new Regulatory asset (MARA) which
represents the amount that the Acquisition Price exceeded the net book assets of the
Company’s regulated subsidiaries (Pennichuck Water, Pennichuck East, and PAC) at
December 31, 2011. The initial amount of the MARA was approximately $89 million for the
regulated companies, offset by a non-regulated amount of approximately $4.8 million. The
MARA is to be amortized over a thirty (30) year period in the same manner as the repayment
of debt service for the City’s acquisition bonds. The baiance in the MARA at December 31, 2020
was approximately $71.1 million, reduced by the non-regulated credit of approximately $3.9
million.

Aggregate amortization expense for the years ended December 31, 2020 and 2019 totaled
approximately $2,061,000 and $2,006,000, respectively.

The following table represents the total estimated amortization of MARA:

Estimated

Amortization

(in thousands) Expense
2021 $ 2,119
2022 2,183
2023 2,253
2024 2,328
2025 2,409
2026 and thereafter 55,910
Total 5 67,202

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as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Public Works for resolution. If the parties are dissatisfied with the decision of the Board
of Public Works, 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
contract.

NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Engineer for damages because of
hindrances or delays in the progress of the work from any cause, and Professional Engineer
agrees to accept in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

INSURANCE Professional Engineer shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional Engineer 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 Professional Engineer are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Professional Engineer under this
contract. The City of Nashua shall not maintain any insurance on behalf of Professional
Engineer. Subcontractors are subject to the same insurance requirements as Professional Engineer
and it shall be the Professional Engineer’s responsibility to ensure compliance of this
requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage
as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is
licensed by the State of New Hampshire. General Liability and Auto Liability policies must

name_the City of Nashua _as_an_additional insured and reflect on the certificate of

insurance. Professional Engineer is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.
> If aggregate limits of less than $2,000,000 are imposed on bodily injury and

property damage, Professional Engineer must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

> The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer is encouraged to purchase such additional
insurance, as it deems necessary.

GC 6 of 11

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> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shail be called upon to contribute to a loss.
Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer,

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act, omission,
or fault or willful misconduct, whether active or passive, of Professional Engineer or of anyone
acting under its direction or control or on its behalf in connection with or incidental to the
performance of this contract. Professional Engineer’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Professional Engineer shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Engineer's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Professional
Engineer shall, throughout the period services are to be performed under this contract, monitor for
any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in
terms of both time and cost of performing the contract.

GC 7 of 11

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NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Engineer agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff, termination, rates of pay, or other forms of compensation and selection for
training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer agrees not
to discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any
applicable provision by Professional Engineer shall constitute a material breach of the contract.

ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is void. Any
consent of the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be deemed
to be a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to
the benefit of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21.

other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer for a minimum of four years after final payment is made and all other
pending matters are closed. If, at any time during the retention period, the City of Nashua, in
writing, requests any or all of the materials, then Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer pursuant to
paragraph 20), unless designated as confidential by a specific statue of the State of New
Hampshire, shall be treated as public records and shall be available for inspection and copying by
any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Engineer in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Engineer
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

GC 9 of 11

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FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Engineer
shali notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

TAXES Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Professional Engineer hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Professional Engineer warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Professional Engineer further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Professional Engineer (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer shall be liable to the City of Nashua for any costs
incurred by the City of Nashua in completing the work described in this contract. At the
discretion of the City of Nashua, these sanctions shall also be applicable to any such conviction
obtained after the expiration or completion of the contract.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or

gifts) were offered or given by Professional Engineer to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the

GC 10 of 11

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awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Engineer,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any rights, powers, or
interest in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Professional Engineer.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any
kind or nature not set forth in this contract. No changes, amendments, or modifications of any
terms or conditions of the contract shall be valid unless reduced to writing and signed by both
parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the
State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 11 of 11

EXHIBIT B

Scope of Service
SANBORN i HEAD 20 Foundry Street
| Building Trust. Engineering Success. Concord, NH 03301
Mr. Jeff Lafleur June 1, 2018
Superintendent File No. 3066.14
Nashua Division of Public Works, Solid Waste Department
840 West Hollis Street Sent via email
Nashua, NH 03062

Re: Scope of Engineering Services ~ Fiscal Year 2019
City of Nashua Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to provide
this scope of engineering services to the City of Nashua (City) relative to the active Four
Hills Landfill during fiscal year (FY) 2019. The scope of services presented herein is based
on communication with the City regarding services needed during FY 2019 as well as
typical services provided by Sanborn Head over the past several years.

SCOPE OF ENGINEERING SERVICES
Task1 Air Permit/Emissions Reporting and Related Services

During FY 2019, Sanborn Head will provide the City with the following air-related services
for the Four Hills Landfill:

= Reviewing the semi-annual and annual air permit compliance reports prepared by the
City or EPP Renewable Energy, LLC, if requested by the City;

= Providing support for compliance with the City’s EMP/SOP;

« Providing support for compliance with the City’s Title V Operating Permit;

= Preparing the annual Non-Methane Organic Compound report;

u Preparing the annual emissions inventory for the landfill gas flare and fugitive
emissions;

= Preparing the federal greenhouse gas report; and

= Providing regulatory compliance support.

Task2 Groundwater Reporting

We anticipate that Sanborn Head will assist the City with the following groundwater
reporting services in FY 2019 for the Four Hills Landfill.

= Reviewing the field groundwater sampling and laboratory analytical data collected and
analyzed by others for the Four Hills Landfill (November 2018 and April 2019) and
updating corresponding analytical tables; and

SANBORN, HEAD & ASSOCIATES, INC. www.sanbornhead.com

june 1, 2018 Page 2
20180601 Lafleur FY 2019 Services Scope.docx 3066.14

= Preparing the 2018 Annual Report for the Four Hills Landfill to be submitted to the
NHDES in January 2019, as required in the June 15, 2016 Groundwater Management
Permit (GWP-198403099-N-005).

Task3 Amnual Waste Capacity Evaluation

For this task, Sanborn Head will perform a waste capacity comparison for Phases I and II of
the Landfill during FY 2019. We understand that the City will retain a licensed surveyor to
prepare a topographic survey of Phases I and II. Our evaluation will include the following:

= Developing engineering drawings that compare the existing landfill topography (as
provided to us in a recent topographic survey) to the currently permitted final landfill
grades;

= Estimating the remaining disposal capacity (airspace) in terms of cubic yards; and

= Calculating the remaining life of the permitted landfill based on the remaining capacity
and the City’s projected waste acceptance rate.

To accomplish the above, Sanborn Head assumes that the City will provide AutoCAD
formatted drawings of the site topography, as well as recent waste receipts Sanborn Head
will transmit the results of our evaluation in a letter addressed to the City.

Task4 Annual Financial Assurance Update

The NHDES Rules require landfill owners to submit financial assurance updates to NHDES
every third calendar year in order to demonstrate that financial assurance for closure and
long term monitoring and maintenance (LTMM) is provided for the Landfill (Env-Sw 1400).
During the years in which a submittal to NHDES is not required, an updated closure cost
estimate is required to be prepared and kept for the facility’s records. Since the City
submitted an update to NHDES in March 2018, the next submittal to NHDES will be
required in March 2021. The update during FY 2019, to be prepared in March 2019, will
need to be kept for the facility’s records.

This financial assurance demonstration includes preparation of opinions of closure and
post-closure cost for the currently permitted areas (Phases | and IJ) and calculations to
demonstrate that the City is setting aside sufficient funds for future closure and post-
closure needs.

Sanborn Head will prepare the opinions of cost using the required NHDES forms based on
the permitted closure plan, currently available average unit costs for similar projects,
current costs for monitoring services, published construction cost estimating guides, and
our engineering judgment. We will estimate the remaining life of Phases I and II based on
the latest survey update, and prepare sinking fund calculations using account balances
provided to us, actual waste tonnage received at the Landfill, and the projected waste
tonnage for the remaining estimated life of Phases I and II. The calculations will
demonstrate that the balances for the closure and LTMM accounts are consistent with what
was projected or provide amounts per ton that should be set aside going forward to
provide sufficient funds at the expected date of closure.

SANBORN i HEAD

June 1, 2018 Page 3
20180601 Lafleur FY 2019 Services Scope.docx 3066.14

Sanborn Head will prepare a letter, addressed to the City, that documents our evaluation,
which will include NHDES Cost Estimate Forms for landfill closure and post-closure care,
and sinking fund calculations,

Task5 General Engineering Services

Sanborn Head's services under this task will be performed at the City’s request and involve
routine matters of limited scope, such as attending meetings with regulators and providing
design, operation, or air consultation relative the Landfill.

BUDGET ESTIMATE AND BASIS OF BILLINGS
The total estimated budget for this proposal is $80,000 as itemized below:

a Estimated
Task Task Description Budget
1 Air Permit/Emissions Reporting and Related Services $20,000
2 Groundwater Reporting $20,000
3 Annual Waste Capacity Evaluation $4,500
4 Annual Financial Assurance Update $6,500
5 General Engineering Services $29,000

We will invoice for our services based on actual accrued time and expenses in accordance
with the enclosed Schedule of Fees. We will not perform services beyond those defined
herein without first receiving written authorization from the City.

SCHEDULE

Sanborn Head is available to begin working on this project following written authorization
to proceed from the City.

TERMS OF ENGAGEMENT

The terms of engagement are described in our Agreement with the City of Nashua, New
Hampshire dated July 21, 2011.

ACCEPTANCE

We understand that acceptance of this proposal will be provided in a City issued Purchase
Order to Sanborn Head for these services.

SANBORN i HEAD