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MASTER RETAIL ELECTRICITY SALES AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK

13.01 Notice of Defects

A. Prompt notice of all defective Work of which OWNER or ENGINEER has actual knowledge will be given to
CONTRACTOR. All defective Work may be rejected, corrected, or accepted as provided in this Article 13.

13.02 Access to Work

A. OWNER, ENGINEER, ENGINEER'S Consultants, other representatives and personnel of OWNER, independent
testing laboratories, and governmental agencies with jurisdictional interest will have access to the Site and the Work at
reasonable times for their observation, inspecting, and testing. CONTRACTOR shall provide them proper and safe
conditions for such access and advise them of CONTRACTOR's Site safety procedures and programs so that they may
comply therewith as applicable.

13.03 Tests and Inspections

A. CONTRACTOR shall give ENGINEER timely notice of readiness of the Work for all required inspections, tests,
or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests.

B. OWNER shall employ and pay for the services of an independent testing laboratory to perform all inspections,
tests, or approvals required by the Contract Documents except:

1. For inspections, tests, or approvals covered by paragraphs 13.03.C and 13.03.D below;

2. That costs incurred in connection with tests or inspections conducted pursuant to paragraph 13.04.B shall be
paid as provided in said paragraph 13.04.B; and

3. As otherwise specifically provided in the Contract Documents.

4. That costs incurred by OWNER due to retesting, reinspection, or standby time due to unacceptable materials,
or workmanship provided by the CONTRACTOR, or due to poor scheduling by the CONTRACTOR of tests of
inspections, will be deducted from the payments to the CONTRACTOR. CONTRACTOR shall stop work as
necessary to allow for inspections and tests by OWNER and ENGINEER.

C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be
inspected, tested, or approved by an employee or other representative of such public body, CONTRACTOR shall
assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection
therewith, and fumish ENGINEER the required certificates of inspection or approval.

D. CONTRACTOR shall be responsible for arranging and obtaining and shall pay all costs in connection with any
inspections, tests, or approvals required for OWNER'S and ENGINEER's acceptance of materials or equipment to be
incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to
CONTRACTOR's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be
performed by organizations acceptable to OWNER and ENGINEER.

E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by CONTRACTOR
without written concurrence of ENGINEER, it must, if requested by ENGINEER, be uncovered for observation.

F. Uncovering Work as provided in paragraph 13.03.E shall be at CONTRACTOR's expense unless CONTRACTOR

has given ENGINEER timely notice of CONTRACTOR's intention to cover the same and ENGINEER has not acted
with reasonable promptness in response to such notice.

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G. The OWNER intends to provide inspection for the project. The inspector will be available during a forty (40) hour
period during the week from Monday through Friday. In the event the CONTRACTOR receives permission from the
OWNER and elects to work more than forty hours during the week or more than 10 hours in one day, or on a Saturday,
Sunday, or legal holiday, the CONTRACTOR shall be responsible for all inspection, engineering and testing costs
incurred during that period. For all inspection and testing work performed on Saturday, Sunday, or legal holidays, the
minimum chargeable time shall be four (4) hours. The OWNER reserves the right to deduct these inspection,
engineering, and testing costs directly from the CONTRACTOR’S payments.

13.04 Uncovering Work

A. If any Work is covered contrary to the written request of ENGINEER, it must, if requested by ENGINEER, be
uncovered for ENGINEER's observation and replaced at CONTRACTOR’S expense.

B. If ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected or
tested by others, CONTRACTOR, at ENGINEER's request, shall uncover, expose, or otherwise make available for
observation, inspection, or testing as ENGINEER may require, that portion of the Work in question, furnishing all
necessary labor, material, and equipment. If it is found that such Work is defective, CONTRACTOR shall pay all
Claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys,
and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such
uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction
(including but not limited to all costs of repair or replacement of work of others); and OWNER shall be entitled to an
appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, OWNER may
make a Claim therefore as provided in paragraph 10.05. If, however, such Work is not found to be defective,
CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Times (or
Milestones), or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement,
and reconstruction. If the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a
Claim therefore as provided in paragraph 10.05.

13.05 OWNER May Stop the Work

A. If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workers or suitable materials or
equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract
Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause of such
order has been eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty on the part
of OWNER to exercise this nght for the benefit of CONTRACTOR, any Subcontractor, any Supplier, any other
individual or entity, or any surety for, or employee or agent of any of them.

13.06 Correction or Removal of Defective Work

A. CONTRACTOR shall correct all defective Work, whether or not fabricated, installed, or completed, or, if
the Work has been rejected by ENGINEER, remove it from the Project and replace it with Work that is not defective.
CONTRACTOR shall pay all Claims, costs, losses, damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)
arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement
of work of others).

13.07 Correction Period

A. If within one year after the date of Substantial Completion or such longer period of time as may be prescribed by
Laws or Regulations or by the terms of any applicable special guarantee required by the Contract documents or by any
specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the
land or areas made available for CONTRACTOR's use by OWNER or permitted by Laws and Regulations as
contemplated in paragraph 6.11.A is found to be defective, CONTRACTOR shall promptly, without cost to OWNER

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and in accordance with OWNER's written instructions: (i) repair such defective land or areas, or (11) correct such
defective Work or, if the defective Work has been rejected by OWNER, remove it from the Project and replace it with
Work that is not defective, and (111) satisfactorily correct or repair or remove and replace any damage to other Work, to
the work of others or other land or areas resulting there from. If CONTRACTOR does not promptly comply with the
terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may
have the defective Work corrected or repaired or may have the rejected Work removed and replaced, and all Claims,
costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and
other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such
correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement
work of others) will be paid by CONTRACTOR.

B. In special circumstances where a particular item of equipment is placed in continuous service before Substantial
Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in
the Specifications or by Written Amendment.

C. Where defective Work (and damage to other Work resulting there from) has been corrected or removed and
replaced under this paragraph 13.07, the correction period hereunder with respect to such Work will be extended for
an additional period of one year after such correction or removal and replacement has been satisfactorily completed.

D. CONTRACTOR's obligations under this paragraph 13.07 are in addition to any other obligation or warranty. The
provisions of this paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any
applicable statute of limitation or repose.

13.08 Acceptance of Defective Work

A. If, imstead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to
ENGINEER's recommendation of final payment, ENGINEER) prefers to accept it, OWNER may do so,
CONTRACTOR shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of
engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)
attributable to OWNER's evaluation of and determination to accept such defective Work (such costs to be approved by
ENGINEER as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by
CONTRACTOR pursuant to this sentence. If any such acceptance occurs prior to ENGINEER's recommendation of
final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Price, reflecting the
diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, OWNER may make
a Claim therefore as provided in paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate
amount will be paid by CONTRACTOR to OWNER.

13.09 OWNER May Correct Defective Work

A. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to correct defective Work
or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.06.A, or if
CONTRACTOR fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR fails to
comply with any other provision of the Contract Documents, OWNER may, after seven days written notice to
CONTRACTOR, correct and remedy any such deficiency.

B. In exercising the nghts and remedies under this paragraph, OWNER shall proceed expeditiously. In connection
with such corrective and remedial action, OWNER may exclude CONTRACTOR from all or part of the Site, take
possession of all or part of the Work and suspend CONTRACTOR's services related thereto, take possession of
CONTRACTOR's tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all
materials and equipment stored at the Site or for which OWNER has paid CONTRACTOR but which are stored
elsewhere. CONTRACTOR shall allow OWNER, OWNER's representatives, agents and employees, OWNER's other
contractors, and ENGINEER and ENGINEER's Consultants access to the Site to enable OWNER to exercise the nghts
and remedies under this paragraph.

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C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by
OWNER in exercising the rights and remedies under this paragraph 13.09 will be charged against CONTRACTOR,
and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the
Work; and OWNER shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to
agree as to the amount of the adjustment, OWNER may make a Claim therefore as provided in paragraph 10.05. Such
claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of
others destroyed or damaged by correction, removal, or replacement of CONTRACTOR's defective Work.

D. CONTRACTOR shall not be allowed an extension of the Contract Times (or Milestones) because of any delay in
the performance of the Work attributable to the exercise by OWNER of OWNER's rights and remedies under this
paragraph 13.09.

ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION

14.01 Schedule of Values

A. The schedule of values established as provided in paragraph 2.01.A will serve as the basis for progress payments
and will be incorporated into a form of Application for Payment acceptable to ENGINEER. Progress payments on
account of Unit Price Work will be based on the number of units completed.

14.02 Progress Payment
A. Applications for Payments

1. At least 20 days before the date established for each progress payment (but not more often than once a month),
CONTRACTOR shall submit to OWNER an Application for Payment filled out and signed by
CONTRACTOR covering the Work completed as of the date of the Application and accompanied by such
supporting documentation as is required by the Contract Documents. If payment is requested on the basis of
materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at
another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale,
invoice, or other documentation warranting that OWNER has received the materials and equipment free and
clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance
or other arrangements to protect OWNER's interest therein, all of which must be satisfactory to OWNER.
Any request for partial or final payment shall specifically list the work completed. To facilitate the proper
and timely payment of applications, the OWNER requires that all applications must reference a
valid PURCHASE ORDER NUMBER, as submitted to CONTRACTOR under the Notice to Proceed,
be in original format; OWNER will not authorize payments from carbon or Xerox copies, and mailed
directly to the following address:

City of Nashua
Accounts Payable
PO Box 2019
Nashua, NH 03061-2019
Attn: Division of Public Works

2. Beginning with the second Application for Payment, each Application shall include an affidavit of
CONTRACTOR stating that all previous progress payments received on account of the Work have been applied
on account to discharge CONTRACTOR's legitimate obligations associated with prior Applications for Payment.

3. The amount of retainage with respect to progress payments will be stipulated in the Agreement.

B. Review of Applications.

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1. ENGINEER will, within 10 days after receipt of each Application for Payment, either indicate in writing a
recommendation of payment and present the Application to OWNER or return the Application to CONTRACTOR
indicating in writing ENGINEER's reasons for refusing to recommend payment. In the latter case,
CONTRACTOR may make the necessary corrections and resubmit the Application.

2. ENGINEER's recommendation of any payment requested in an Application for Payment will constitute a
representation by ENGINEER to OWNER, based on ENGINEER's observations on the Site of the executed Work
as an experienced and qualified design professional and on ENGINEER's review of the Application for Payment
and the accompanying date and schedules, that to the best of ENGINEER's knowledge, information and belief:

a. The Work has progressed to the point indicated;

b. The quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation
of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent
tests called for in the Contract documents, to a final determination of quantities and classifications for Unit
Price Work under paragraph 9.08 and to any other qualifications stated in the recommendation); and

c. The conditions precedent to CONTRACTOR's being entitled to such payment appears to have been fulfilled
in so far as itis ENGINEER's responsibility to observe the Work.

3. By recommending any such payment ENGINEER will not thereby be deemed to have represented that: ()
inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive,
extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the
responsibilities specifically assigned to ENGINEER in the Contract Documents; or (11) that there may not be other
matters or issues between the parties that might entitle CONTRACTOR to be paid additionally by OWNER or
entitle OWNER to withhold payment to CONTRACTOR.

4. Neither ENGINEER's review of CONTRACTOR's Work for the purposes of recommending payments nor
ENGINEER's recommendation of any payment, including final payment, will impose responsibility on
ENGINEER to supervise, direct, or control the Work or for the means, methods, techniques, sequences, or
procedures of construction, or the safety precautions and programs incident thereto, or for CONTRACTOR's
failure to comply with Laws and Regulations applicable to CONTRACTOR's performance of the Work.
Additionally, said review or recommendation will not impose responsibility on ENGINEER to make any

examination to ascertain how or for what purposes CONTRACTOR has used the moneys paid on account of the
Contract Price, or to determine that title to any of the Work, materials, or equipment has passed to OWNER free
and clear of any Liens.

5. ENGINEER may refuse to recommend the whole or any part of any payment if, in ENGINEER's opinion, it
would be incorrect to make the representations to OWNER referred to in paragraph 14.02.B.2. ENGINEER may
also refuse to recommend any such payment or, because of subsequently discovered evidence or the results of
subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such
extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because:

a. The Work is defective, or completed Work has been damaged, requiring correction or replacement;

b. The Contract Price has been reduced by Written Amendment or Change Orders;

c. OWNER has been required to correct defective Work or complete Work in accordance with paragraph
13.09; or

d. ENGINEER has actual knowledge of the occurrence of any of the events enumerated in paragraph 15.02.A.

C. Payment Becomes Due

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1. Not more than 30 days after presentation of the application for payment to OWNER with ENGINEER’s
recommendation, the amount recommended will become due, and when due will be paid by OWNER to
CONTRACTOR.

D. Reduction in Payment.
1. OWNER may refuse to make payment of the full amount recommended by ENGINEER because:

a. Claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the
Work;

b. Liens have been filed in connection with the Work, except where CONTRACTOR has delivered a specific
Bond satisfactory to OWNER to secure the satisfaction and discharge of such Liens;

c. There are other items entitling OWNER to a set-off against the amount recommended; or

d. OWNER has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a
through 14.02.B.5.c or paragraph 15.02.A.

2. If OWNER refuses to make payment of the full amount recommended by ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with a copy to ENGINEER) stating the reasons for such action and
promptly pay CONTRACTOR any amount remaining after deduction of the amount so withheld. OWNER shall
promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and
CONTRACTOR, when CONTRACTOR corrects to OWNER's satisfaction the reasons for such action.

3. If it is subsequently determined that OWNER's refusal of payment was not justified, the amount wrongfully
withheld shall be treated as an amount due as determined __ by paragraph 14.02.C.1.

14.03 CONTRACTOR’S Warranty of Title

A. CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any
Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of
payment free and clear of all Liens.

14.04 Substantial Completion

A. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER
and ENGINEER in writing that the entire Work is substantially complete (except for items specifically listed by
CONTRACTOR as incomplete) and request that ENGINEER issue a certificate of Substantial Completion. Promptly
thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of the Work to determine the status
of completion. If ENGINEER does not consider the Work substantially complete, ENGINEER will notify
CONTRACTOR in writing giving the reasons therefore. If ENGINEER considers the Work substantially complete,
ENGINEER will prepare and deliver to OWNER a tentative certificate of Substantial Completion which shall fix the
date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or
corrected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which
to make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering
such objections, ENGINEER concludes that the Work is not substantially complete, ENGINEER will within 14 days
after submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons
therefore. If after consideration of OWNER's objections, ENGINEER considers the Work substantially complete,
ENGINEER will within said 14 days execute and deliver to OWNER and CONTRACTOR a definitive certificate of
Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes
from the tentative certificate as ENGINEER believes justified after consideration of any objections from OWNER. At
the time of delivery of the tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and
CONTRACTOR a written recommendation to division of responsibilities pending final payment between OWNER

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