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indemnity and hold harmless obligations, or portions thereof, shall not apply to liability caused by the
negligence or willful misconduct of the party indemnified or held harmless.

insurance: Service Provider shall carry and maintain in effect during the performance of services under
this contract:

e General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;
6 $1,000,000 Combined Single Limit Automobile Liability;
o *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.

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

Service Provider 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
issues the notice of award. The City of Nashua requires thirty days written notice of cancellation of
coverage. The certificates and endorsements for each insurance policy must be signed by a person
authorized by the insurer and who is authorized 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. Service Provider 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 above $100,000.00 shall be fully disclosed in the
certificate(s) of insurance.

# lf aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage, Service
Provider must maintain umbrelia 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 Service Provider of its responsibilities or limit the
amount of its liability to the City or other persons, and Service Provider is encouraged to purchase
such additional insurance, as it deems necessary.

# The insurance provided herein is primary, and no insurance held or owned by the City of Nashua shall
be called upon to contribute to a loss.

Service Provider is responsible for and required to remedy all damage or loss to any property, including
property of the City, to the extent caused by Service Provider or anyone employed, directed, or
supervised by Service Provider.

Applicable Law: This letter agreement, engagement and any cause of action arising hereunder or
related hereto shail be governed by and construed and enforced in accordance with the laws of the
State of New Hampshire without regard to its conflicts of laws principles. We and you agree that the
courts of the State of New Hampshire shail have exclusive jurisdiction with respect to any disputes,
claims or causes of action arising under or in connection with this letter agreement.

HOOKER ® HOLCOMBE | HHCONSULTANTS.COM PAGE 3

Complete Agreement: This letter agreement, including the attached Schedule of Services, is the
complete and exclusive statement of the agreement between the parties with respect to the services set
forth on the Schedule of Services, superseding all proposals, oral or written, and all other
communications between the parties. If any provision of this letter agreement is determined to be
invalid or unenforceable, all other provisions shall remain in force.

Assignment: Each party’s benefits and obligations under this letter agreement shall not be assigned
without the prior written consent of the other party, which consent will not be unreasonably
conditioned, withheld or delayed; provided that we may assign our benefits and obligations to an
affiliated party of ours without your prior consent. The terms and conditions of this letter agreement
shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their permitted
successors and assigns.

Force Majeure: Notwithstanding any other provision of this letter agreement, we will not be liable for,
nor shall we be considered in breach of this letter agreement due to, any failure to perform our
obligations under this letter agreement as a result of a cause beyond our control, including any act of
God or a public enemy, act of any military, civil or regulatory authority, act of terrorism, change in any
law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of
communications, power or other utility, labor problem, unavailability of supplies, or any other cause,
whether similar or dissimilar to any of the foregoing, which could not have been prevented by our
reasonable care.

Understanding: If this letter agreement accurately reflects your understanding of our duties and
relationship, please sign below and return the original to us. The copy is for your files. If we have
misunderstood any aspect of our duties or our relationship, please call us immediately, and we will
revise this letter agreement prior to your execution of it.

Very truly yours,

Jt. nF
UU Vile Wt

Steve A. Lemanski, FSA, FCA, MAAA
OPEB Practice Leader and Consulting Actuary

Accepted and agreed:

City of Nashua

By:

Name:

Title:

Date: /_ /

Attachment: Schedule of Services

HOOKER & HOLCOMBE | HHCONSULTANTS.COM PAGE 4

SCHEDULE OF SERVICES

City oF NASHUA, NH BOARD OF PUBLIC WORKS EMPLOYEES’ RETIREMENT SYSTEM

in-Scope Plan sponsor website with on-line access to Plan
Administrative Adrninistration tools
Services # Participant website with interactive benefit caiculation
capabilities
® Routine consulting related to administrative services listed
above
% Accumulate, reconcile and maintain a comprehensive
participant database (actives/terminated vested/retirees)
*® Collection and reconciliation of participant data monthly, and
as needed for benefit calculations 931,500
# Review of eligibility determination & vesting determination
# Annual participant statements for active participants®
® Benefit estimates, calculations and preparation of
distribution/election forms*
* Processing of distribution/election forms*
® Distribution processing included interaction with the
participant from initiation through fulfillment including
validation of form completion**
® Service Center (phone support) for participants and plan
sponsor contact**
2 Address verification letters including PBI searches if bad
address identified**
® Administering process when death reported**
Retirement ® Ongoing monthly benefit payments processing, including a mix
Benefit Payment of paper checks and EFTs
Processing $10,000***
Out of Scope ® All other services not described above
Services # Out of scope services are billed hourly based on the hourly
rates of staff completing the services. Hourly rates for ad-hoc Hourly
projects are referenced below.
Total for In-Scope $41,500
Services

HOOKER & HOLCOMBE | HHCONSULTANTS.COM PAGE 5

* Fee includes all time charged related to the production and mailing of statements but does not
include fixed costs related to postage, envelopes, and other printing costs. Estimated cost for
mailing annua! statements is $500.

* Fee quote based on 9 full benefit calculations (includes calculation, election forms and complete
distribution processing) per year. Calculations in excess of 9 will be billed at a rate of S500 per full
calculation (calculations sent but not processed (estimates, etc.) will be billed at $250 per
calculation).

** Fee quote is based on a maximum of 30 hours of Service Center time per year. Hours in excess of
30 hours will be billed at the rate of $175 per hour.

*** Base fee of $6,000 per year. Per payment cycle transaction fee of (a) $3 for each paper check, and
(b) $1 for each EFT [for 100 retirees, it will be $100-300 per payment cycle, based on actual mix of
checks/EFTs]. Annual Schwab Custodial fee of $500, plus 8 basis points on the assets held in the
cash management account to pay retiree benefits.

Note: Fee quote assumes that there will be no change to the current asset custodian and that H&H will
work with the client to ensure monthly funding for retiree payments via Schwab.

The engagement agreement is effective for the period July 1, 2019 through June 30, 2024. The above
fee schedule applies for the period July 1, 2019 through June 30, 2022. Fees for the subsequent two

~ years (July 1, 2022 through June 30, 2023 and July 1, 2023 through June 30, 2024) will increase by 3
percent each year.

We are waiving our set-up and conversion fee based upon the agreement of a 5 year contract.
Otherwise, a one-time set-up and conversion fee for coding our systems would be $7,500. Early
termination of contract (prior to end of 5 year contract) by the City will result in pro-rated charge of set-
up and conversion fee.

We are always available to assist our clients with special requests or ad hoc projects. Such projects are
based on hourly rates. Before beginning special or ad hoc projects, we would provide you with an
estimate of anticipated project costs based on the project scope. Work would begin as soon as the
estimate is approved. Our 2018 hourly rates are provided below and are subject to change annually:

Consultants/Actuaries $260-S450
Analysts/Technicians 5150-5260
Support/Administrative $100-5160

HOOKER & HOLCOMBE | HHCONSULTANTS.COM PAGE 6

THE CIPY OF NASHUA

Financial Services

"The Gate City"

Purchasing Department

August 21, 2017

TO: Mayor Donchess

John Griffin, CKO/Comptroller
FROM: Dan Kooken
Ce: Treasurer Fredette

SUBJECT: Recommendation to Lock Electricity Rate

One of the City’s two electricity contracts is due to expire in November 2018. In anticipation of
the expiration of that contract for 25 accounts (approximately 4,500,000 kWh), the City recently

worked with Standard Power, the energy broker engaged with Essex Power on the Jackson Mills
Dam. Standard Power solicited quotes from 8 power suppliers. EDF Energy Services submitted
the lowest price at .0867 kWh for a 24 month contract.

The expiration of this new contract with EDF Energy Services will coincide with the expiration
of the City’s other electricity contract due to expire in December 2020.

As the current Eversource default rate is .09412 cents per AWh, entering into this contract with
EDF Energy Services at a rate of .0867 kWh is more economical.

229 Main Street e Nashua, New Hampshire 03061 © Phone (603) 589-3330 » Fax (603) 589-3233

STANDARD POWER

OF AMERICA inc.

PO Box 1206, Nashua NH 03061-1206 1-603-325-1749

To Whom it may concern,

Standard Power has provided a contract for electricity for the term of 11/2018 - 11/2020.
The Supplier is EDF and the price is 8.67 cents per kWh.

The vendor selection was based on the following supplier offers.

Direct Energy and NextEra did not make an offer. Each of those vendors have significant contract risk
and have had capacity-based rate increases on fixed contracts.

Please sign and return contracts at your earliest convenience.

Nashua NH
Nov start

2 F
er Ene
ie

irst Point
nstellation

Bob Hayden
Standard Power

603-325-1749

DF

SALES CONFIRMATION
Fixed + Secure

This Sales Confirmation supplements, forms a part of and is expressly subject to that certain Master Retail Electricity
Sales Agreement (the “Master Agreement’) dated October 25, 2018, as may be amended from time to time, (which is
incorporated herein for all purposes, and along with this Sales Confirmation, is collectively referred to as the “Agreement”)
between City of Nashua (‘Buyer’) and EDF Energy Services, LLC, (‘Seller’) (Buyer and Seller may be individually
referred to as “Party” or collectively as “Parties”), the Parties have agreed to transact as set forth below. Terms that are
capitalized but not otherwise defined in this Sales Confirmation shall have the meaning(s) ascribed to such terms in the
Master Agreement or as defined in the applicable ISO tariff. In the event of inconsistency between the terms of this Sales
Confirmation and the terms of the Master Agreement, the terms and conditions of the Sales Confirmation shall prevail.

Sales Confirmation Effective Date: October 25, 2018

Start Date: The Service Start Date shall be the utility meter read occurring on or about November 1, 2018
End Date: The Service End Date shall be the utility meter read occurring on or about November 1, 2020
Term: 24 Months

Pricing: Buyer will pay, for any Usage during the Term, an amount equal to (1) Metered Usage multiplied by the Contract
Price (or the Transition Price, if applicable), (2) charges associated with Pricing Components marked with a “P” in Figure
1 and (3) any Other Charges not included in the Contract Price and specified in this Sales Confirmation

Contract Price: The Contract Price shall be $86.70 per MWh.

Price Components: As shown in Figure 1, Buyer shall be invoiced on a pass-through basis for those Price Components
that are marked with a “P”. Price Components marked with an “F” shall be included in the Contract Price.

Figure 1:

Energy Charge
Capacity Charge
Line Losses and UFE
Locational Forward Reserve (“LFR”)
Reliability Must Run (“RMR”)
Ancillary & Settlement Charges/Credits
Renewable Portfolio Standards Charge (“RPS”)

THT TEE TT) PE TT

The Contract Price does not include the following items (“Other Charges”) which will be Passed Through:

1. DSP charges and credits invoiced to Seller by the applicable DSP for each Delivery Point.

2. All taxes and assessments imposed on the retail sales of electricity, including sales tax, reimbursement for
miscellaneous gross receipts taxes and reimbursement for PUC assessment fee. This shall include all federal, state,
municipal and local taxes, duties, fees or other charges imposed on Seller by any governmental authority, directly
or indirectly, with respect to the electricity and other related products and services provided by Seller to Buyer’s
Service Accounts including any taxes enacted after the Effective Date.

Generai Definitions

1. Ancillary & Settlement Charges/Credits - Applicable charges and/or credits for ancillary services and other ISO
charges and credits as set forth in the applicable ISO Tariff and for other ISO costs not otherwise included in any of
the defined cost components set forth herein. Applicable Ancillary Service Charges will be allocated based on
Buyer's $/MWh share of Seller's total portfolio costs for Ancillary Services.

Capacity Charge — A charge for fulfilling resource adequacy requirements imposed by the ISO or otherwise.
ISO — iSO means the applicable Independent System Operator.

Line Losses and UFE — The applicable transmission and distribution losses plus unaccounted for energy as
published by the ISO or DSP as applicable.

EDFES CONFIDENTIAL Std ISONE Fixed+Secure Sales Confirm_Rev. Jun-01-2018v1.0
Page 1 of 4

5. Load Zone — A geographic area established by the applicable ISO from which the ISO derives aggregated data of
MW-Hour net energy for load, and for which the ISO publishes prices used for settlement purposes. The applicable
Load Zone(s) for Seller's account(s) are set forth in Figure 2.

6. Locational Forward Reserve (“LFR”) — A charge by the ISO to ensure Capacity can be provided which allows the
ISO to keep electricity flowing in the event of any unexpected outages.

7. Reliability Must Run (“RMR”) — Quantity of energy measured in kWh or MWh of output used by the ISO to ensure
system reliability.

8. Renewable Portfolio Standards Charge (“RPS”) - Charges incurred by Seller to satisfy Renewable Portfolio
Standard requirements associated with Buyer’s Delivery Poini(s) specified in Figure 2.

9. Service Account Number — The unique numerical identifier of a meter for which Buyer requests service as specified
in Delivery Point (s) Table, Figure 2.

10. Settlement interval — The time interval designated by the applicable ISO in which the physical dispatch of electricity
is also financially settled.

Miscellaneous Provisions

Material Change: Buyer shall notify Seller of any change in its operations or activities that could reasonably be expected
to result in a material change in Buyer's Metered Usage during the Term within a commercially reasonable period of time
prior to the implementation of such change. “Material change” shall mean Buyer’s Metered Usage changes by more than
25% as compared to Baseline Usage and lasting more than 2 billing cycles. “Baseline Usage” shall mean historical
usage as measured by the DSP for the most recent 12-month period prior to the Service Start Date. in the event that
such 12-monith period data is not available, the Baseline Usage shall be determined based upon best available usage
information. If Seller determines that Buyer's Metered Usage (a), as established by the DSP has materially changed or
(b) is likely to materially change, in either case, as compared to past practice or the historical data provided by the DSP
for Buyer's Delivery Points, Seller may, in addition to other remedies provided for herein, add to the amount paid by
Buyer, as specified in the “Pricing” section above, the amount necessary to account for Seller's incremental costs
resulting from or likely to result from, as applicable, the change to Metered Usage.

Usage Beyond Expiration: In the event Buyer does not timely execute a new agreement prior to the Service End
Date, whether by expiration or termination, then electricity supply services may continue hereunder following the
Service End Date on a month to month basis until! a new agreement is executed upon mutual agreement of the Parties
(the “Transition Period”). In lieu of the pricing described in this Agreement, Buyer shall pay Seller an amount during the
Transition Period for full requirements service and a market adjusted price as determined by Seller in its sole and
exclusive discretion for the relevant Delivery Point for the Account(s) plus $5.00 per MWh (the “Transition Price” or
“TP”) The amount owed by Buyer to Seller during the Transition Period shall be the product of the Transition Price and
the Metered Usage adjusted to include Distribution and Transmission Losses.

Billing: The Delivery Point(s) set forth below shall be billed according to dual methodology

Customer Protection Rules. Buyer and Seller acknowledge and agree that, to the extent permitted by law, Buyer
waives the application of consumer protection rules of the New Hampshire Public Utilities Commission, as now in effect
or subsequently amended, that are intended to protect residential and very small commercial consumers. If there is any
conflict between such consumer protection rules and this Agreement, the Parties acknowledge that this Agreement will
control.

Invoices. Email: gro hou supporiNH@edfenergyservices.com

For Emergencies, Outages and Equipment Service, call your respective DSP ("wires" company) below. For
verification purposes, use your DSP Account Number.

DSP Contact Numbers
Everource (800) 592-2000

Signatures on next page

EDFES CONFIDENTIAL Std ISONE Fixed+Secure Sales Confirm_Rev. Jun-01-2018v1.0
Page 2 of 4

IN WITNESS WHEREOF, the Parties, by their respective duly authorized representatives, have executed this Sales
Confirmation effective as of the Sales Confirmation Effective Date. This Sales Confirmation will not become effective as

to either Party unless and until executed by both Parties.

“BUYER” “SELLER”

City of Nashua EDF Energy Services, LLC

y ? a

By: By:
/. [Signature] 7, [Signature]
£
Kame: Vinge A Je \ ex Seeks Name:
Title: MIA wy Title:
a“
EDFES CONFIDENTIAL Std ISONE Fixed+Secure Sales Confirm Rev. Jun-01-2018v1.0

Page 3 of 4

Figure 2
Delivery Point(s):

. IDSP Account Number [Service Reference #

| Utility/TDSP ‘Service Address City, State, Zip

! Load Zone |

DSP

Est. Start Date

1) 56003941028
|. $6003941028
56003941028
56003941028
56003941028 _
_ 56003941028
7, 56003941028
8 56003941028
56065090078
56065090078

36065090078
5
5

_ 56185076080
56326594090
56326594090
. 56346906027
56362616013

~ 80001830746 |
80001840144

41028 |

56179326079

__ 274090001
_ 329180004
_ 392711009
406701004

416060007

549111009

55

3004

05

7662

80001830167 i

2 600901005 |
41028 . oan sen seat wnt ce mae fee
389970004

896480008

|Nashua, NH, 03062

Nashua, NH, 03060 |

“124 Spit Brook Rd Nashua, NH, 03062

por kG

‘Nashua, NH, 03060 N
‘Nashua, NH, 03060 . NI

"Nashua, NH, 03060
‘Nashua, NH, 03060

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SNH
_PSNH
_PSNH
_PSNH |
PSNH |

PSNH
: PSNH
: PSNH

| 11/19/2018

“| An/7/2018.

NH | 11/28/2018

| (11/6/2018

_ 11/7/2018
11/28/2018
11/7/2018
11/7/2018,
11/8/2018;
11/28/2018
11/13/2018

14/

11/28/2018.
_ 11/7/2018
11/7/2018

11/26/2018.

| 41/26/2018;

EDFES CONFIDENTIAL
Page 4 of 4

Std ISONE Fixed+Secure Sales Confirm_Rev. Jun-01-2018v1.0