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Such assistance shall include providing reports, records, logs and other information that
Owner may reasonably request as to the Project or its operation. Operator also shall file
such reports, notices, and other communications as may be required by any governmental
agency regarding the Project. Owner shall review and approve all such filings prior to
submittal.

Section 3.5 - Operating Records and Reports. Operator shall maintain and
update, as necessary, at a location acceptable to Owner, all documents provided to the
Operator by Owner or in the Operator’s possession at the start of this Agreement, or in
the case of Mine Falls, following the City’s acquisition of the facility, including the
Project Operating Manuals, records, and reports that document the operation and
maintenance of the Project, all in form and substance sufficient to meet Owner's reporting
requirements under the Project Agreements. Operator shall maintain current revisions of
drawings, specifications, lists, clarifications and other materials related to operation and
maintenance of the Project provided to Operator by Owner and vendors.

Section 3.6 - No Liens or Encumbrances. Operator shall maintain the Project free
and clear of all liens and encumbrances resulting from any action of Operator or work
done at the request of Operator.

Section 3.7 - No Action. Except where such action is expressly permitted by this
Agreement, Operator shall not take any action that would cause a default under any
Project Agreement.

Section 3.8 - Emergency Action. If an emergency endangering the safety or
protection of persons, the Project, or property located near the Project occurs, Operator
shall take all necessary action to attempt to prevent or mitigate any such threatened
damage, injury or loss and notify Owner as soon as safely possible. Operator shall make
reasonable efforts to minimize any cost associated with remedial action in case of such an
emergency.

Section 3.9 - Action in Extraordinary Circumstances. In the event that

(A) the Project or major Project equipment suffers an unplanned outage (or
Operator reasonably believes that such an occurrence is imminent), and

(B) Operator has made reasonable, but unsuccessful, efforts to notify and
communicate with Owner regarding such occurrence or imminent occurrence in
accordance with the terms of this Agreement, then Operator shall

(i) take all necessary action to prevent or to mitigate such unplanned outage,

(ii) make reasonable efforts to minimize any cost associated with such remedial
action,

(ii1) continue to attempt to notify and communicate with Owner regarding the
occurrence and the remedial action, and

(iv) shall not expend for such purposes more than an aggregate of $10,000 per
incident, unless such expenditures would prevent further expenses or losses that would
exceed the expenditure cost.

ARTICLE 4
OWNER RESPONSIBILITIES

Section 4.1 - Information. Owner shall provide Operator with all vendor manuals,
spare parts lists, Project data books and drawings which are provided to Owner pursuant
to any Project Agreement or by any contractor responsible for construction, installation,
repair or maintenance of the Project or a part thereof. Subject to the standards of
performance set forth in Section 3.2, Operator shall be entitled to rely upon such
information in performance of the Services. Owner shall also provide Operator with
copies of all Project Agreements and any amendments thereto and any other documents
that define the Project's operating requirements.

Section 4.2 - Overhaul of Major Equipment and Capital Improvements. The cost
of all major equipment teardowns and overhauls and all capital improvements shall be the
responsibility of Owner. Operator shall promptly notify Owner in writing of any such
teardowns and overhauls of major equipment or capital improvements that Operator
believes are necessary or advisable together with a proposed schedule and budget for
completing such repairs or improvements. To the extent reasonably possible, the costs of
all major equipment teardowns and overhauls and all capital improvements shall be
incorporated into the applicable Annual Budget. If such costs have been incorporated
into the applicable approved Annual Budget, or if Owner has otherwise consented in
writing to reimburse Operator for such costs, Operator shall schedule, coordinate, assist
Owner in contracting for and oversee the performance of such activities. Operator also
shall be responsible for monitoring and enforcing contract compliance by the contractor
performing such work, including taking such steps, short of litigation, to enforce any
warranties granted to Owner by such contractor.

Section 4.3 - Annual Budget and Project Operating Plan. In accordance with
Article 6, Owner shall be responsible for approval of the Annual Budget, the Annual
Project Operating Plan and the Five-Year Budget.

Section 4.4 — Owner Contracting Party As owner of the Project, Owner shall be
the entity named on all contracts, agreements, regulatory correspondence and other legal
or necessary documents in relation to the Project. Owner, at its sole discretion, may
name Operator as its designee to act on its behalf to take such action as necessary to
ensure continued operation of the Project. Prior Owner approval is required for contracts
relating to the Project of over (Ten Thousand Dollars) $10,000.

ARTICLE 5
COMPENSATION AND PAYMENT

Section 5.1 - Payments. As compensation to Operator for performance of the
Services hereunder, Owner shall pay Operator an Administrative fee as specified in
Appendix B. In addition, Owner shall (at Owner’s Option) either (i) retmburse Operator,
in the manner and at the times specified in this Article 5 and Appendix B, as modified

from time to time, for all Reimbursable Costs or (ii) pay such Reimbursable Costs
directly to the applicable third parties.

Section 5.2 - Administrative Fee. Refer to Appendix B which is incorporated
herein.

Section 5.3 - Reimbursable Costs. Owner shall reimburse Operator for the costs
set forth in Appendix B (collectively, the "Reimbursable Costs"). Owner’s obligation
under this provision is subject to (1) Owner's express approval of the costs as part of an
Annual Budget or separately in writing, or (Gi) Operator incurring costs in accordance
with Section 3.8 (Emergency), 3.9 (Extraordinary Circumstances). Expenditures made
by Operator in excess of the Annual Budget that are required to comply with any Law
applicable to the Services or to the Project, shall be approved and reimbursed by Owner.
Subject to Owner's right to modify the provisions of this Section 5.3 from time to time
upon the reasonable request of the Lenders, Owner shall pay Reimbursable Costs as
follows:

(a) Operator shall not incur Reimbursable Costs unless they are incurred

in accordance with the applicable Annual Budget, or are permitted by Sections 3.8

(Emergency), 3.9 (Extraordinary Circumstances). If Operator becomes aware

that Reimbursable Costs exceed or will exceed the amount provided in the

applicable Annual Budget by 5% or more, Operator shall use all reasonable
efforts to notify Owner within ten (10) days and shall not, without Owner's
approval to amend the applicable Annual Budget or Owner’s authorization for

Operator to make such expenditure, perform any further Services that will cause

or increase a budget overrun, except as provided in 3.8 (Emergency), 3.9

(Extraordinary Circumstances). Jf Owner refuses to authorize expenditures in

excess of the Annual Budget, Operator shall be relieved of those duties or

obligations of this Agreement that cannot be performed without the expenditures

Owner refuses to approve.

(b) In all cases, Operator shall use reasonable commercial efforts to
mitigate any adverse effect from Owner's refusal to authorize expenditures in
excess of the Annual Budget. Owner’s reimbursement of any cost related to the
Services shall not be construed as Owner's approval or acceptance of the Services.

Section 5.4 - Adjustments and Conditions. Notwithstanding the payment of any
amount pursuant to the foregoing provisions, Owner shall remain entitled to conduct a
subsequent audit and review of all Reimbursable Costs incurred and paid by Owner and
of any supporting documentation for a period of three (3) years after the applicable
Contract Year. If such audit and review shows that any amount previously paid by
Owner to Operator did not constitute a Reimbursable Cost, Owner may (a) recover such
amount from Operator, plus interest at the Reference Rate, calculated from the date the
audit commenced, or (b) deduct such amount from any payment that thereafter may
become due to Operator.

Section 5.5 - Billing and Payment. Within 15 days following the end of each
month, Operator shall submit the receipts and disbursements showing Reimbursable

Costs for such month in accordance with Subsection 5.2(a). Administrative fee shall be
billed quarterly in the March, June, September and December invoices. REC payments
are not made until six months after they are created (i.e. RECs created in January,
February and March are not sold until September) Within 30 days after receipt of any
such invoice, Owner shall:

(a) Pay Operator the sum specified in such invoice, less (i) any amounts
previously deposited with Operator relating to such invoice, and (ii) any portion
of such invoice amount that Owner disputes in good faith or is permitted to offset
under this Agreement; and

(b) With respect to any disputed portion of such invoice, provide Operator
with a written statement explaining, in reasonable detail, the basis for such
dispute. The parties shall attempt to resolve any such disputed portion in
accordance with Article 14.

ARTICLE 6
PROCEDURES, PLANS AND REPORTING

Section 6.1 - Annual Project Operating Budget and Plan
(a) Proposal. On or before March 1st of each Contract Year, Operator shall

prepare and submit to Owner a proposed budget for the next Fiscal Year, an example of
which is attached to Appendix C of this Agreement. The proposed budget shall include
separate operating and capital budgets. The proposed budget shall also set forth, in detail
acceptable to Owner, (i) anticipated operations, repairs and capital improvements,
(ii) maintenance and overhaul schedules, (iii) planned procurement (including equipment,
spare parts, and consumable inventories), (iv) labor costs, (v) administrative activities,
and (vi) other work proposed to be undertaken by Operator, together with an itemized
estimate of all Reimbursable Costs to be incurred. Each proposed budget shall be
accompanied by a proposed operating plan for the same fiscal year setting forth the
assumptions and implementation plans underlying the proposed budget. Any actions to
be performed by Operator under the proposed operating plan shall be consistent with
Operator's obligations set forth in this Agreement.

(b) Adoption. Owner shall review Operator's proposed budget and operating plan
within 30 days following receipt of the proposals. Owner may, by written request,
propose changes, additions, deletions and modifications to the proposals. If requested by
Operator, Owner shall provide Operator any cost information in Owner's possession from
previous Contract Years applicable to items in the proposed budget. Owner and Operator
will then meet and use their reasonable commercial efforts to agree upon a proposed final
budget and a final plan (the "Annual Budget" and "Annual Project Operating Plan",
respectively). The proposed Final Budget is subject to review and edits by the Owner’s
Board of Aldermen and shall become final as adopted by the Owner through its annual
budget process. Except to the extent that the terms of Sections 3.8 and 3.9 permit
Operator to take actions which are outside the final Annual Budget without the consent of
Owner, the final Annual Budget and Annual Project Operating Plan shall remain in effect
throughout the applicable Contract Year(s), subject to revisions and amendments
proposed by either party and consented to in writing by the Owner.

(c) Changes. Operator shall notify Owner as soon as reasonably possible of any
significant deviations or discrepancies from the projections contained in the Annual
Budget or Annual Project Operating Plan.

(d) Five-Year Budget. On or before March 1 of each Contract Year, Operator
shall prepare and submit to Owner a proposed budget for the next 5 Fiscal Years or the
remaining term of the Agreement, whichever period is shorter, an example of which is
attached to Appendix C of this Agreement. The proposed five-year budget shall be
established on a Fiscal Year basis and shall include separate operating and capital
budgets. The proposed five-year budget shall also set forth, in detail acceptable to
Owner, (i) anticipated operations, repairs and capital improvements, (11) maintenance and
overhaul schedules, (iii) planned procurement (including equipment, spare parts, and
consumable inventories), (iv) labor costs, (v) administrative activities, and (vi) other
work proposed to be undertaken by Operator, together with an itemized estimate of all
Reimbursable Costs to be incurred, accompanied by the underlying assumptions and
implementation plans of the proposed five-year budget. Owner shall review Operator's
proposed five-year budget within 60 days following receipt of the proposal. Owner may,
by written request, propose changes, additions, deletions and modifications to the
proposals. Owner and Operator will then meet and use their reasonable commercial
efforts to agree upon a final five-year budget (the "Five-Year Budget"). If a final Five-
Year Budget is not approved in its entirety by both parties, the proposed five-year budget
submitted by Operator, together with Owner's final suggested changes, additions,
deletions and modifications shall serve as the Five-Year Budget. The Five-Year Budget
shall be used only for planning and comparison purposes, and shall not constrain
Operator in its actions or expenditures, provided, however, that Operator shall be
required to conform in its operations to the Annual Budget and Annual Project Operating
Plan as provided in this Agreement.

Section 6.3 - Operating Data and Records. Operator shall monitor and record all
operating data and information that (2) Owner must report to any person or entity under
any Project Agreement, (ii) Owner must report to any government agency or other person
or entity under applicable Laws and (iii) Owner reasonably requests. Operator shall
report required or requested operating data and information to Owner as specified by
Owner to support monthly invoicing under the Project Agreements, and within 15 days
following a request by Owner. Operating data to be reported include information from
operating logs, meter and gauge readings and maintenance records.

Section 6.4 - Accounts and Reports. Operator shall cooperate with Owner in
complying with reporting requirements set forth in the Project Agreements and shall,
during the term of this Agreement, furnish or cause to be furnished to Owner the
following reports concerning the Project operations and the Services:

(a) Monthly Reports. Within fifteen (15) Business Days following the last day of
each calendar month, Operator shall submit: (i) a progress report, in detail acceptable to
Owner, covering all activities during such month with respect to operations and
maintenance (including information regarding the amount of electric energy generated,
hours of operation, availability, outages, accidents and emergencies), capital
improvements, labor, other significant matters, and Services. The monthly report shall

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include a comparison of such items to the corresponding values for the preceding month
and for the corresponding portion of the previous Contract Year, a listing of any
significant operating problems along with immediately planned remedial actions, and a
brief summary of major activities planned for the next reporting period, and (ii) a
statement setting forth all Reimbursable Costs paid or incurred in such month, which
statement shall itemize, in detail acceptable to Owner, the computation of such
Reimbursable Costs and shall state whether or not the Project operations have conformed
to the applicable Annual Project Operating Plan and Annual Budget during such
reporting period and if not, the extent and reasons for any deviation and the planned
remedial action. An example of this report is attached to Appendix C of this Agreement.

(b) Litigation, Permit Lapses. Upon obtaining knowledge thereof, Operator shall
promptly notify Owner in writing of: (i) any event of default under any of the Project
Agreements; (ii) any litigation, claims, disputes or actions, threatened or filed, concerning
the Project or the Services; (iii) any refusal or threatened refusal to grant, renew or extend
(or any action pending or threatened that might affect the granting, renewal or extension
of) any license, permit, warranty, approval, authorization or consent relating to the
Project or the Services; and (iv) any dispute with any governmental authority relating to
the Project or the Services.

(c) Other Information. Operator shall promptly submit to Owner any material
information concerning new or significant aspects of the Project's activities and, upon
Owner's request, shall promptly submit any other information concerning the Project or
the Services.

Section 6.5 - Additional Communications. Operator shall communicate certain
additional events specified in Appendix C to Owner and third parties in accordance with
the communication protocols set forth in Appendix C to this Agreement.

ARTICLE 7
LIMITATIONS ON AUTHORITY

Section 7.1 - General Limitations. Notwithstanding any provision in this
Agreement to the contrary, unless previously approved by Owner in writing or through
Owner's approval of the Annual Budget, or modifications thereto, Operator and any
employee, representative, contractor or other agent of Operator are prohibited from
taking the specified actions with respect to the matters indicated below.

(a) Disposition of Assets. Sell, lease, pledge, mortgage, convey, or make any
license, exchange or other transfer or disposition of any property or assets of Owner,
including any property or assets purchased by Operator where the purchase cost is a
Reimbursable Cost;

(b) Contract. Make, enter into, execute, amend, modify or supplement any
contract or agreement (i) on behalf of, in the name of, or purporting to bind Owner or (11)
that prohibits or otherwise restricts Operator's right to assign such contract or agreement
to Owner at any time;

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(c) Expenditures. Make or consent or agree to make any expenditure for
equipment, materials, assets or other items which would be a Reimbursable Cost, except
in conformity with the Annual Budget; provided, however, that solely in connection with
actions taken by Operator pursuant to Sections 3.8 (Emergency), 3.9 (Extraordinary
Circumstances), Operator may, without prior approval from Owner, make limited
expenditures outside the Annual Budget in accordance with those provisions;

(d) Other Actions. Take or agree to take any other action that materially varies
from the applicable Annual Project Operating Plan, Annual Budget or the requirements
of any Project Agreement;

(e) Lawsuits and Settlements. Settle, compromise, assign, pledge, transfer, release
or consent to the compromise, assignment, pledge, transfer or release of, any claim, suit,
debt, demand or judgment against or due by, Owner or Operator, the cost of which, in the
case of Operator, would be a Reimbursable Cost hereunder, or submit any such claim,
dispute or controversy to arbitration or judicial process, or stipulate in respect thereof to a
judgment, or consent to do the same;

(f) Liens. Create, incur or assume any lien upon the Project;

(g) Transactions on Behalf of Others. Engage in any other transaction on behalf of
Owner or any other person or entity not expressly authorized by this Agreement or that
violates applicable Laws, this Agreement or any Project Agreement; or

(h) Agreements. Enter into any agreement to do any of the foregoing.

Section 7.2 - Execution Of Documents. Any agreement, contract, notice or other
document that is expressly permitted hereunder (or under written approval of Owner) to
be executed by Operator shall be executed by the authorized representative of Operator
or, subject to prior written notice to Owner, by such other representative of Operator who
is authorized and empowered by Operator to execute such documents.

ARTICLE 8
TERM AND TERMINATION

Section 8.1 - Term. See Section 1.2.

Section 8.2 - Immediate Termination By Owner. Subject to the terms of any
Project Agreements, Owner may terminate this Agreement immediately (i) upon the
Bankruptcy of Operator or (ii) upon the occurrence of a Force Majeure Event that is not
remedied within 120 days of its initial occurrence. If the Agreement is terminated by
Owner pursuant to Section 8.2(i) or 8.2(ii), Operator shall be compensated for all
Reimbursable Costs incurred by Operator to and including the date of termination. In
addition, if the Agreement is terminated by Owner pursuant to Section 8.2(ii), Operator
shall be paid all unpaid Annual Administrative Fees to and including the date of
termination.

Section 8.3 - Termination Upon Notice By Owner. Subject to the terms of any

Project Agreements, Owner may terminate this Agreement upon 15 days prior written
notice to Operator in the event (i) that Operator violates, or consents to a violation of, any

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on the approach and constraints for soil and groundwater (e.g., dewatered liquid) management
to reduce potential for exposure of workers and the public to known or assumed contaminated
environmental media and to maintain conditions that are protective of human health and the

environment. In developing the plan, VHB will:

¢ Collaborate with the designer (and/or construction manager) to identify areas of
impacted environmental media requiring special handling/management during
construction; and

¢ {dentify management strategies for these media, such as excavation/handling/placement

protocols, stockpile management practices, and reuse/disposal options, as applicable.

The Plan will be provided in draft form to the Client and the New Hampshire Department of
Environmental Services (NHDES) for review/comment. VHB's scope of work provides for one
meeting with the Client and one meeting with the NHDES to review comments and discuss
revisions to the draft SGMP prior to finalization. It should be noted that in preparing the budget
estimate to provide these services, VHB has assumed that the construction manager or
contractor will be responsible for conducting sampling and analysis required for waste profiling
purposes (as may be required for off-site disposal) during construction activities.

COMPENSATION
VHB and its subconsultants will perform this Scope of Services on a time and materials basis.

The estimated Upset Limit for this Scope of Services is $225,365 including labor, overhead,
profit, direct expenses and subconsultants. VHB direct expenses and subconsultants will be
billed at their actual costs without markup. Any permit application fees or impact mitigation fees
are yet to be determined and are assumed to be paid directly by the City and are therefore not

included in this amendment.

VHB $ 211,365.00
Estimated Direct Expenses $ 4,000.00
Allowance for Asbestos Subconsultant (if needed) $ 5,000.00
Allowance for Archaeological Subconsultant (if needed) _ $__5.000.00
TOTAL: $ 225,365.00

Laws applicable to the Services or the Project, where the violation has or may have a
material adverse effect on the maintenance or operation of the Project or Owner's interest,
and Operator does not cure such violation within 30 days (or, if not curable within 30
days, within such period of time as is reasonably necessary, but in no event more than
120 days, provided Operator diligently commences and pursues such cure and
indemnifies Owner for all related costs, of whatever kind), or (ii) of a material breach by
Operator in the performance of the Services, if Operator does not cure such breach within
30 days from the date of Operator’s receipt of notice from Owner demanding cure (or, if
not curable within 30 days, within such period of time as is reasonably necessary, but in
no event more than 90 days, provided Operator diligently commences and pursues such
cure and indemnifies Owner for all related costs, of whatever kind). If the Agreement is
terminated by Owner pursuant to this Section 8.3, Operator shall be compensated for all
Reimbursable Costs incurred by Operator and all unpaid Annual Administrative Fees to
and including the date of termination.

Section 8.4 - Other Termination Upon Notice By Owner. Subject to the terms of
any Project Agreements, Owner may terminate this Agreement with 2 months prior
written notice to Operator, upon the occurrence of (a) a sale or transfer by Owner of its
rights in the Project or a sale or transfer of all or substantially all of the assets of or
interests in Owner, (b) Operator's Reimbursable Costs for Services exceeding 110% of
the approved Annual Budget with respect to Reimbursable Costs, for any 2 consecutive
Contract Years, where such overruns are the fault of, or due to the negligent operation of
the Project by, Operator, or (c) a determination by Owner that, for any reason, it no
longer intends to continue operation of the Project. If the Agreement is terminated by
Owner pursuant to this Section 8.4, Operator shall be compensated for all Reimbursable
Costs incurred by Operator and all unpaid Annual Administrative Fees to and including
the date of such termination under this Section 8.4.

Section 8.6- Intentionally Omitted.

Section 8.6 - Termination By Operator. Subject to the terms of any Project
Agreements, Operator may terminate this Agreement for cause upon 15 days prior
written notice to Owner in the event of: (1) Owner's Bankruptcy; or (ii) Owner's failure to
perform in a timely manner any of its material obligations under this Agreement and such
failure is not cured within 30 days of Owner's receipt of a written notice from Operator
demanding cure (or, if not curable within 30 days, within such period of time as is
reasonably necessary, but in no event more than 120 days, provided that Owner diligently
commences and continues to pursue such cure).

Section 8.7 - Project Condition At End Of Term. Upon expiration or termination
of this Agreement, Operator shall remove its personnel from the Project. Operator shall
leave the Project in as good condition as it was on the Effective Date, normal wear and
tear and casualty excepted. Operator shall be paid all unpaid undisputed Reimbursable
Costs. All special tools purchased or created for the Project, improvements, inventory of
supplies, spare parts, safety equipment, Operating Manuals, operating logs, records and
documents maintained by Operator pursuant to Section 3.5 and any other items furnished
on a Reimbursable Cost basis under this Agreement will be left at the Project and will

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become or remain the property of Owner without additional charge, excepting those
items identified in Schedule 8.7, attached to this agreement. Owner shall also have the
right, in its sole discretion, to assume and become liable for any contracts or obligations
that Operator may have undertaken with third parties in connection with the Services.
Operator shall provide Owner with a status of the Services and any projects ongoing at
the Project. Operator shall cooperate in taking all reasonable steps requested by Owner
required to effect the assumption of the contracts, provided that Owner agrees to
indemnify and hold harmless Operator for all liabilities arising out of events and
obligations arising from the assumption of contract rights and obligations after the date of
any such assumption. Operator shall use commercially reasonable efforts to cooperate
with Owner or a succeeding operator to assure that the operation, maintenance and
management of the Project are not disrupted.

Section 8.8 — Termination provisions.

(a) Audit. Owner shall remain entitled to conduct a subsequent audit and review
of all costs incurred and paid by Owner pursuant to this Article, together with any
supporting documentation requested by Owner, for a period of 3 years from and after the
date of such payment. If, pursuant to such audit and review, it is determined that any
amount previously paid to Operator did not constitute, in whole or in part, a reimbursable
item pursuant to this Article, Owner may recover such amount from Operator plus
interest at the Reference Rate calculated from the date such audit commences, or Owner
may deduct or cause to be deducted such amount from any payment that may be due to
Operator.

Section 8.9 —Effect of Termination of this Agreement. Upon termination of this
Agreement, the provisions of this Agreement shall remain in effect only to the extent
necessary (a) to provide for final billings and adjustments related to the period before
termination with respect to the calculation and billing of any fees owed to the Operator
that were incurred before the termination date, including but not limited to any
Administrative fees owed in relation to revenues from the sale of RECs that were created
before the termination date but have not yet been sold and (b) payment of any money due
and owing any Party pursuant to this Agreement; provided, however, that such
termination shall not affect or excuse the performance of any Party under any provision
of this Agreement that by its terms survives any such termination.

Operator shall be responsible for the sale of any and all RECs created before the

termination date, even if the sale occurs after the termination date. All sales of RECs
hereunder shall be completed no later than one (1) year after termination.

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