Search

obligated. Does it mean that our obligated funds can be used by the city to pay for other
city obligations?

Section 14.16 — Prohibited Interests. Operator shall not allow any officer or
employee of the Owner to have any indirect or direct interest in this contract or the
proceeds of this contract. Operator warrants that no officer or employee of the Owner
has any direct or indirect interest, whether contractual, noncontractual, financial or
otherwise, in this contract or in the business of Operator. If any such interest comes to
the attention of Operator at any time, a full and complete disclosure of the interest shall
be immediately made in writing to Owner. Operator 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. Operator further warrants that no person having such an
interest shall be employed in the performance of this contract. If Owner determines that
a conflict exists and was not disclosed to the Owner, it may terminate the contract at will
or for cause in accordance with this Agreement.

In the event Operator (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, Owner may terminate the contract at will or for cause in accordance with this
Agreement. Upon termination, Operator shall refund to the Owner any profits realized
under this contract, and Operator shall be liable to Owner for any costs incurred by the
Owner in completing the work described in this contract. At the discretion of Owner,
these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

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 Owner under this contract or at law.

[Signature Page Follows]

24

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized officers as of the date set forth in the preamble to this Agreement.

CITY OF NASHUA

By:
James W. Donchess, Mayor, Duly Authorized

ESSEX POWER SERVICES, INC.

By:
Andrew Locke, Treasurer, Duly Authorized

25

APPENDIX A
SCOPE OF SERVICES

Operator shall perform each of the services listed in this appendix A in accordance with
the standards required under section 3.2 of the agreement.

1.

1. Administrative

General

Operator shall render such administrative services as required to conduct
administrative liaison between the Project and the City, to compile any and all
financial data required by the City, to provide all other services required by
federal, state and local regulatory bodies or agencies, to provide such personnel
services as necessary to administer operations of the Project and the sale of
Project energy, capacity and related environmental attributes and to provide such
other miscellaneous administrative services as the City shall require in the normal
course of operating the Project.

2. Specific Responsibilities:

II.

a)

b)

c)

d)

g)

h)

Provide annual budget estimating costs associated with running the
project.

Provide project information for City financial statements (if necessary).

Compile necessary financial and administrative data for FERC reporting
purposes.

With approval of the City, negotiate and sell the energy, capacity and
environmental attributes/RECs of the project.

Prepare or assist in the preparation of FERC and New Hampshire DES
required reports or filings for signature by the City and submission to the
applicable agency

Liaison with FERC and New Hampshire DES regarding all Project issues.

Monitor regulatory and state agencies to support on-going business
activities.

Provide monthly updates on the Project’s operational performance
including actual generation, revenues and 3rd Party Vendor costs billed
directly to EPSI to the City’s designated point of contact.

Operations and Maintenance

26

1. General
Provide such supervisory, operating and maintenance services as required to
insure that the Jackson Mills and Mine Falls hydroelectric projects are properly
and reliably operated and maintained, that repairs are undertaken and completed
in a timely fashion, that the Projects are in compliance with all applicable laws,
regulations, policies, orders and agreements of or with any court or regulatory
agency of competent jurisdiction, and that output for the Project is maximized.

2. Specific Responsibilities:
a) Hire, train and schedule operators.

b) Determine periodic maintenance and capital requirements and
supervise their implementation when authorized.

c) Supervise repairs of a usual and customary nature.
d) Provide operating, maintenance and repair personnel.

e) Acquire necessary third party services and material for operating
maintenance and repair tasks.

f) Respond to any other event not in the ordinary course of business.
g) Support or provide planning, design or oversight, project
management of any capital or maintenance projects at the Project.
I. Other
1. General
EPSI will provide personnel to act as the City’s request to act as a consultant for
any work related to the replacement of the Jackson Mills turbine. Such work shall

include participation in project meetings, perspective on any work performed by
third parties and assistance in making project decisions.

27

APPENDIX B
COMPENSATION AND REIMBURSABLE COSTS

A. Compensation. The compensation will be as follow:

Administrative fee:

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

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

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

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

Third party expenses will be billed at cost.

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

Assistant Operator: $25/hr

Nashua Operator: $45/hr

Operator: $52.02/hr

Supervisor: $71/hr

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

President, VP or Treasurer: $156.06/hr

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

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

28

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

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

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

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

. Spare and replacement parts

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

Lubricants (including proper disposal costs)

Specialized instrumentation and calibration equipment

Rigging and handling equipment

Consumables and general supplies

Cleaning Supplies

. Shop equipment installed in Project

10. Authorized leased equipment

11. Major equipment overhauls

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

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

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

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

OMNAAARWY >

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

Office supplies

Office equipment and furniture

Telephone and other communication service charges

Freight and express mail charges

Janitorial, cleaning, and grounds keeping services

WPWN Se

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

29

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

Annual Budget
Complete for Jackson Mills and Mine Falls individually

Expenses

Hourly staff

3™ party invoices

Administrative fee

Trash service (dumpster)

Phone/internet

Port-o-potty service

Electricity (purchased)

NH DES dam registration fee

GSHA membership

Lease Payment (if applies)

Capital improvements

Regulatory

Other (include detailed explanation)

Total anticipated expenses

Anticipated Revenue

Energy

Capacity

Renewable Energy Credits

Total anticipated revenue

Anticipated net profit

30

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

Year 1 Year 2 Year 3 Year 4 Year 5

Generation

Price

Electricity
sales

Capacity
Payment

RECs

Total
projected
revenue

O&M
expenses

Capital
Improvements

Regulatory

Total
projected
expenses

Total
projected net
revenue

31

Monthly Report Template

Jackson Mills

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

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

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

Shut down / outage report:

All outages were low river flow related

All Maintenance was completed during low river flows

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

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

USGS 61696568 NASHUA RIVER AT EAST PEPPERELL, HA

380

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

166

a
af |

Discharge, cubic feet per second

28
Sep Sep Sep Sep Gct
83 18 1? 24 41
2616 2616 2616 2616 2016
---- Provisional Data Subject to Revision ----
<5 Median daily statistic (86 years} ~~ Discharge

Maintenance or repairs performed:

Troubleshoot the head gate hydraulics solenoid failure.

32

Oa Task Naw

Me

WS Wetlands Parmiting
@ Develop NHDES Wetlands Permit

Duration Start Fite Predeceitoit

407.38 d. Wad 12/22/2 wed 12/20/23
SSS daveWed 12/22/2 Wad 2/9/22

=e Develop Impact Plans and Drath Peri Applicat 1? days Thu t2/ 80/21 Fe 1/14/22

= Werland Mitigation Coordinavan

™ Stream Assesment

” NHDES/CGorps Pre-Application Meeting
@2 NHDES Wetlands Paernn - Dratt

= duty Rewew

- flewse and Resubrm.

él Laadowners Submit Signed Appheation Forma] 38 dayThu 3/3/22) fn 4/8/27

NMDES Py it A Sub mittal
(nm NHDES Rewew

4% Pernt Follow-Cin/A¥M! Rerponse

(8 WHOES AFM Review

NEDES (ssues Wetland Perry

Army Cocpi SPGP Rewew
my e
Cultural Resources
™ Develop and Subew! NHOHA Request for Project
Review
City Review APA
® Submit APA
w= NHOHA Aevew
= Cultural Resources Surveys/inventones
Section 106 - Delesmination of Eligibility
Section 106 Determination of Effect
e1OB/ACHP Oratt Nowe
Tl gOS/ACHP Submittal
= ACHP Rewew
Section 106 - Mit gaton/MOA Development
=

Section 106 - Executed MOa

mua Reveeleont Derrtia

Say

SO days Wed 12/22/2 Fr 2/4/22

Sdayt Wed £/26/22 Sum 1/30/22

Nday = Wed 2/9/22 Wed 2/9/22

SG GldaTue 2/a/22 Fei a/afz2 9

Fdays Tue 2/8/22 Mon 2/14/22

1S days Tye 2/19/22 Mon 2/28/22 8

11FS-7 days
Lday Wad 4/13/22 Wad 4/13/226F% 630 days
GO days Wed 4/13/22 Mon 6/6/22 11

50 days Mon 6/6/22 Wed 7/20/22 12

GO days Wed 7/20/22 Sun YIN f22 13

10 days Mon 9/12/22 Tue 920/22 14

130 days Tue 9/20/22 Tue 12/27/2214,14

Lday Tue 12/27/22 Wed 12/28/2 16,30
258.76 dsThu 12/16/21 a0 Wf2/22

aS days Thu Mon 1/24/22
T6/21
Tdays Tue 1/25/22 Mon 1/31/22 19

Mon 1/31/22 Frt 2/4/22 20
The 3/3/2221

§ days
30 days Fr 2/4/22
PS days tue 8/25/22 Friafl/22 19
Iday | Wed 4/13/22 Wed 4/29/22 23
48 days Wed 4/13/22 Mon S/25/22 24
Vdays Mon S/29/22 dan 5/30/22 25
lday Mon $/30/22 Mon 5/30/2226
Ways Tue 5/91/22 Mon 6/13/22 27
BSdayt Mon 5/23/22 Wed 7/20/22 25
1S days Wed 7/20/22 Tua 0/2/22 28

Proyert Summary

€uteraa Nilettane

Inactwe Tath

Rewurie hames

Army Corps. City, NHOES, VHB
City. VHB
City

VHB

ty

VNB, City
NHOES

Cty. VHB
NHOES
WHDES
Army Comps
Army Corps

vue
NHDHR
City, NHDHAVHB, Army Corps

Army Comps. City, NKOHM, VHB
ACHP, Army Cops

Wecive Mdesiane

(naclive Summary

Manual 3k

Duration only

Paget

Januaty J0]Febiuary 7 Mach 202; Aved 2022 May 2022 June 2027 July 1022 August 202 Sepiamber Griober 20 Navembe: Orcember

|
——,

VHB
VHe

* Ue

CO —

Coy
zg vue
City
“| vaa.cay
HOES
y tity. VR
MHOES
% 9/20
1
yea
Te City

‘ne

pb =. NHOHA
awn wae

mom
City, HHOHEL VHB Asing Corps
sie
Amy Cosps, City. NHOMA VHD
* ACHP Army Conga

Maqwal Summary Roden Deadine

Manual Summay rT Progen

Stantonly C Manual Progress

Sinh only