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Jackson Mills HPP GENERAL CONDITIONS (PART 1)
City of Nashua Page 13 of 20

48.

19,

20.

Supplier. Once signed, the Change Order will become effective immediately. The value of the work
performed as the result of a Change Order shall be included in Supplier’s invoices.

Valuation of Changes

18.1. The value of a Change in the Work as provided in Article 17 hereof shall be determined by estimate and

acceptance of a lump sum.

Patents and Licences

19.1.

The Supplier hereby grants the Purchaser a non-exclusive, royalty free, perpetual, irrevocable license to
use Work on the Project, and only for the Project outlined in the Contract Documents. This includes any
and all patents, industrial designs, copyrights and technology related to the Work, that the Supplier
owns or controls, subject to the Supplier’s legal right to do so.

With respect to the Submittals, Drawings and other documents that Supplier furnishes to Purchaser for
the Project, Supplier grants Purchaser a non-exclusive, limited license to use such documents only for
the Project and not for other projects or the use of any third party other than on the Project in which
Supplier is to provide Equipment in accordance with the Contract. Specificaily, with respect to the
Project, Purchaser may use such documents for the purpose of installing, operating, maintaining,
testing, repairing and replacing the Equipment, as well as for the completion of the Project, including
the design and construction of the powerhouse, however solely on Purchaser's risk and responsibility.

Supplier shall pay all license fees and royalties and assume all costs incident to the use or the furnishing
of the Work.

The Supplier warrants that the Equipment supplied by it or any of its Sub-suppliers shail not infringe any
patent, copyright, trade secret, or trademark and that the Purchaser shail have the right to use any such
Equipment without payment of any license fee or royalty. The Supplier shali indemnify, defend and hold
the Purchaser, and its present and future direct and Indirect parents, subsidiaries and affiliates and
their directors, officers, shareholders, employees, agents and representatives harmless from and
against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, damages, costs or
expenses (including reasonable attorneys’ fees and disbursements) of any kind whatsoever arising from
actual or alleged infringement or of any patent, copyright, trade secret, trademark, service mark, trade
name, or other intellectual property right in connection with the Work.

Inspection of Work

20.1.

20.2.

20.3.

The Purchaser and its representatives shall, at their own cost and at any time, have access to and the
right to inspect or witness any part of the Work and the Supplier shall provide proper facilities for such
access or inspection. Such inspection may be at the facility of the Supplier, a Sub-supplier or other
facility, However, the Purchaser has to inform the Supplier at least ten (10) days before such inspection
in writing. Any inspection of a Sub-supplier, if requested, may be realized only in the presence of the
Supplier.

Notwithstanding Article 20.1, the Supplier shall inspect and be solely responsible for the inspection of
all workmanship, materials and Equipment furnished by the Supplier, and Sub-suppliers in respect of
the Work, to ensure conformity to the Contract Documents and the Law and to ensure that good and
proper construction practices are followed.

If the Contract Documents, the Purchaser's instructions, or the laws or ordinances of the Project Site
require any of the Work to be specially tested, inspected or approved, the Supplier shall give the

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City of Nashua Page 14 of 20

at.

22,

20.4.

20.5.

Purchaser timely notice of readiness of the Work for all required tests, inspections in the workshop of
the Supplier or its Sub-supplier. The Supplier shall arrange for tests, inspections or approvals by other
authorities and shall give the Purchaser timely notice of the date and time. The Supplier then shall have
the inspections or tests satisfactorily completed and furnish promptly to the Purchaser two (2) copies of
certificates and inspection reports relating te the Work. The Purchaser may elect to attend the
inspections or tests at their own expense.

If the Purchaser does not attend an inspection/take—over, despite being duly notified by the Supplier,
then the respective inspection/take-over will be regarded as successful and the Equipment taken over
and the Supplier shall be entitied to the respective payment. Payment does not relieve Supplier from its
obligations under Article 22,

The Purchaser may order any portion or portions of the Work to be examined to confirm that such work
is in accordance with the requirements of the Contract Documents. If such work is determined to be in
accordance with the requirements of the Contract Documents, the Purchaser will pay the cost of
examination and re-instatement and Contract Time shall be extended accordingly. If such work is
determined not to be in accordance with the requirements of the Contract Documents, the Supplier
shall correct such work and shall pay the cost of examination and correction.

Defective Work

214.

The Supplier shall promptly remove and replace at Supplier's sole cost and expense any defective Work
which has been rejected by the Purchaser and does not materially conform to the Contract Documents.

Completion and Warranty

22.1.

22.2.

22.3.

On the day that:

22.1.1.the Work, including any commissioning and testing requirements, has been compieted to the best
of the Purchaser's knowledge, information and belief after due inquiry, and has been shown to
have met the Performance Guarantees set forth in Part 1 of the Contract; and

22.1.2.the Supplier has complied fully with the Contract Documents and ail orders, rulings and directions
made pursuant thereto, or

22.1.3. latest 180 (one hundred eighty) days from the date of delivery of the last Equipment, unless the
delay is attributable to the Supplier the Purchaser shall issue a Final Certificate of Completion. The
Supplier shall acknowledge receipt of the Final Certificate of Completion by endorsing the Final
Certificate of Completion as directed by the Purchaser. If the condition specified in this Article is
fulfilled and the Purchaser fails to issue the Final Certificate of Completion within fourteen (14)
working days then this Final Certificate of Completion shall be considered as issued.

The Purchaser may issue an Interim Certificate of Completion, which will indicate those matters and
items of Work that must be completed by the Supplier (Punch List items} before a Final Certificate of
Completion may be issued.

Supplier warrants that the Equipment supplied and all other Work performed by the Supplier and Sub-
suppliers shall be new, shall meet the requirements of the Contract shall meet the requirements of all
applicable laws, codes and standards in effect where the Work is to installed, shall be free of all defects,
and shall meet the Performance Guarantees set forth in the Part 1 of the Contract.

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22.4,

22.5.

22.6.

22.7.

A} Notwithstanding the above, Supplier is not responsible to meet the Performance Guarantees
set forth in the Part 1 of the Contract for the Equipment if the Purchaser does not unload, store,
handle, install, test and commission the Equipment strictly as per written manuals provided by
the Supplier and under the this Agreement and under the Supplier’s supervision provided under
the Technical Services.

B) Furthermore, the verification measurement of the Performance Guarantees specified expressly
in the Parts 0 and 2 of the Contract Documents must be performed strictly in accordance with
the conditions of the Agreement and IEC standards. The Supplier must be informed at least
thirty (30) days before such measurement and must be allowed to participate at such
measurement, if requested. In the event the measurement is not performed within one
hundred and eighty (180} days from the date cf commissioning than such measurement shall
not be performed and the guaranteed parameters shall be considered as fulfilled.

The Warranty Period shall commence upon Commercial Operation and expire twenty four {24) months
from Commercia! Operation or thirty (30) months from the delivery of Equipment to the Project Site, or
Project Storage Facility whichever date is earlier (“Applicable Warranty Period”). If Equipment is not
delivered to the Project Site for any reason not due to the Supplier, then the Warranty shall commence
thirty (30) days from the date the Equipment was scheduled to be ready to be delivered as outlined in
Part 0, Article 6 and shall end thirty (30) months thereafter.

In the event that the Work is suspended by the Purchaser and any Equipment is completed or major
sub-supply has been received by the Supplier (generator, etc.) then the Warranty Period of twenty four
(24) months of such Equipment shall start from the date of written notification of the Purchaser of such
suspension as per Article 8.2 above.

The Warranty shall be valid only if the Purchaser has met all obligations under the Contract, the
Equipment is installed, commissioned and tested according to the Supplier's written manuals and under
the supervision of Technical Advisors under Technical Service and will be limited to any defects or faults
in the Work which are due to the quality or workmanship of the Supplier and will not cover such defects
or faults such as caused by:

22.6.1. Force Majeure Event, unusual operating condition;
22.6.2. Ordinary wear and tear and consumable supplies, abrasion or chemical pollution;

22.6.3. Defect or malfunction of the equipment or construction elements beyond the scope of the Work
{civil part (piers etc.), electric network etc.); or as a consequence of wrong input data provided by
the Purchaser;

22,.6.4.0perating procedures not in accordance with stated practice, failure or delay to provide
maintenance or remedial repairs, unauthorized changes or repairs or other causes not within the
Supplier's scope of responsibility or control;

22.6.5. a direct or indirect consequence of failure or defect of the equipment which wasn’t supplied by
the Supplier; or

22.6.6.improper unloading, storage, handling, installation, testing, commissioning or maintenance by the
Purchaser.

The Purchaser must notify the Supplier in writing of any suspected defects or faults in the Work covered
by the Warranty promptiy, but with thirty six (36) hours, of the discovery of such defects or faults.

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22.8.

22.9.

Without restricting any warranty or guarantee either made by the Supplier or implied by law and with
respect to Article 22.4 above, and subject to the exclusions set forth in Articles 22.3(A), 22.3(B) and
22.6, Supplier shall, at its own expense, promptly correct any defects or faults in the Work that are
observed or discovered prior to the expiration of the Warranty Period whether or not such defects or
faults could have been observed or discovered during installation. Supplier shall implement all the
necessary repairs and/or replacement of Work that fails to comply with the Warranty, inciuding
procuring new equipment and materials, transportation to, and removal from, the site, direct
construction labor, dismantling, reassembling and testing of said equipment or materials, or any other
non-defective equipment or materials which are required to be dismantled, reassembled or tested to
gain access to the defective Work.

Any replacement component furnished under the Warranty shall carry warranties on the same terms as
set forth above, except that the Warranty Period shall be either: (i) the remaining balance of the
original Warranty Period, or (ii) a period of twelve {12} months from the date of such repair or
replacement; whichever period shall end later. In any event, the Warranty Period and the Supplier’s
responsibilities set forth herein for such repaired or replacement component shall end twelve (12)
months after expiry of the Applicable Warranty Period.

22.10. Upon receipt of notice from the Purchaser of a failure te conform to the Warranty, the Supplier shail

promptly respond and, if necessary, inspect the Work. The Supplier shall then prepare a plan to correct
such failure and discuss such plan with the Purchaser. The Supplier shall then immediately implement
such plan of corrective action and continuously perform such pian until the failure is corrected. Should
the Supplier fail to correct such failure within a reasonable time, the Purchaser may, after giving five (5)
days' notice to the Supplier, correct the same at Supplier's expense.

22.11. Notwithstanding the expiration of the Warranty Period or the issuance of the Final Acceptance

Certificate, the Supplier shall not be relieved of its responsibility for correcting any defects in the Work
of which notice has been given to the Supplier prior to the expiration of the Warranty Period and which
remain uncorrected.

22.12. The Warranty will terminate immediately should repairs on Supplier’s Equipment be realized or

performed by any party other than the Supplier or a representative designated by the Supplier.

22.13. Any Warranty specified in the Contract Documents is provided by the Supplier only under the

condition that the Equipment was installed, commissioned and tested in accordance with Supplier’s
written instructions and under the supervision of Supplier’s Field Services personnel and under the
condition that the Equipment is maintained either by Supplier or according to Supplier’s written
instructions.

22.14 Inthe event of any dispute concerning technical issues or in the event the Purchaser withholds the

issuance of a Final Certificate of Completion or Final Acceptance Certificate then the Purchaser and the
Supplier shall invite an independent inspection organization to resolve the dispute (such as SGS, Bure
veritas, det Norske veritas). The decision by the independent testing organization is without prejudice
to either Party. If either Party rejects the decision of the independent testing organization, such Party
may submit the issue as a “Dispute” as set forth in Article 25. Unless otherwise agreed by the Parties,
any expenses associated with the participation of the independent inspection organization shall be
borne by the Party at fault.

22.15 Within fourteen (14) days after expiry of the Warranty Period specified in Articie 22.3 the Purchaser

shall issue Final Acceptance Certificate. In the event that this certificate is not issued within this time
period and the Purchaser does not notify the Supplier of any claim then the Final Acceptance Certificate
shall be considered as issued.

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City of Nashua Page 17 of 20

Other than as expressly set forth herein, THE SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES OF ANY
NATURE, SUCH AS THE IMPLIED WARRANTIES OF PERFORMANCE OR QUALITY, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE OF USE.

23. Safety and Protection of the Work

23.1. The Supplier shall ensure compliance on its part and on the part of all sub-suppliers with the applicable
occupational health and safety statutes and any regulations thereunder.

23.2. The Supplier shall protect the Project and the Purchaser's property and property adjacent to the place
of the Project from damage, which may arise as the result of the Supplier's activities under the
Contract. For any activities not conducted in accordance with the Contract, Supplier shall be responsible
for any resulting damage, except damage which occurs as the result of:

23.2.1. errors in the Contract Documents;
23.2.2. acts or omissions by the Purchaser or Other Suppliers, their agents and employees.

23.3. Should damage occur to Supplier’s Equipment due to the Purchaser or Other Suppliers, their agents and
employees, the Purchaser will pay the Supplier for the cost of repair or replacement and the Contract
Time shall be extended accordingly.

24. Insurance

24.1. The Supplier shall provide, maintain and pay the premiums for any insurance it is required by law to
provide, and the following insurance coverage:

24.1.1.Automobile Liability Insurance covering all licensed vehicles owned or leased by the Supplier for
use at the Project Site for the Supplier’s personnel. Such insurance shall be for at least one million
US dollars ($1,000,000) inclusive per occurrence for bodily injury, death, and damage to property;

24.1.2.Commercial General Liability insurance of the Supplier in an amount and currency equal to at least
to two million US dollars ($2,000,000).

24.1.3.Broad Form Property Damage Insurance on the Equipment while it is in transit from Supplier's
Place of Work to the Project Site on a replacement cost basis (cargo insurance).

24.1.4.Excess Liability (Umbrella) Insurance coverage of the Supplier in an amount no less than
(S5,000,000) per occurrence/aggregate.

24.2. The Purchaser shall provide, maintain and pay the premiums for the following insurance coverage:

24.2.1.Broad Form All Risk Builders' Insurance in sufficient amount covering all possible risks. This
insurance shall be in the joint names of the Purchaser, Supplier and all Sub-suppliers. All Risk
Builder’s insurance is applicable for all materials and Work delivered to the Project Site. Such
policy shall name Supplier as an additional insured.

24.3. Unless specified otherwise, the duration of each policy shall be from the Effective Date until the date of
the Final Acceptance Certificate.

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25.

24.4. All required insurance policies of the Supplier can be issued by insurance companies from the European

24.5

Union. Insurance companies used in the European Union must meet the equivalent of an A.M. Best

Rating of A-/VIII or better.

Supplier shall deliver to Purchaser no later than thirty (30) Days after the Effective Date certificates of
insurance stipulated in Articles 24.1.1. and 24.1.2 as evidence that policies providing such coverage and
limits of insurance are in full force and effect. Such certificates shall name the Purchaser as additional
insured. Supplier shall also provide proof of policy endorsement, if specifically requested by the
Purchaser. The certificates of insurance shall provide at least thirty (30) Days’ advance written notice
to Purchaser prior to cancellation, termination, or material alteration of said policies of insurance.

Disputes

25.1.

25.2.

25.3.

25.4.

25.5—

25.5.

25.6.

Differences between the Parties related to the interpretation, application or administration of the
Contract or any failure to agree where agreement between the Parties is called for, herein collectively
called Disputes, which are not resolved through direct negotiation between the Parties, shall be settled
in accordance with the requirements of this Article 25.

A Party shall give written notice of a Dispute to the other Party no later than fifteen (15) days after it
has failed to find a resolution through negotiation. Such notice shall set forth particulars of the matters
in dispute, the probable extent and value of the damage and the relevant provisions of the Contract
Documents. The other Party shall reply to such notice no later than seven (7) days after it receives such
notice, setting out in such reply any relevant provisions of the Contract Documents.

If a Dispute is not resolved promptly, the Purchaser may give such instructions as, in its opinion, are
necessary for the proper performance of the Work to prevent delays pending settlement of the Dispute.
The Supplier shall act immediately according to such instructions, it being understood that by so doing
the Supplier will not prejudice any claim it may have arising out of the matter in dispute.

The Parties shall make all reasonable efforts to resolve any Dispute by amicable negotiations. After a
period of fifteen (15) days following receipt of the Purchaser's reply under Article 25.2 hereof, the
Parties shall submit any unresolved Dispute to mediationbinding-arbitration.

At all times, Suppler shall carry on the Work and maintain and complete Work in accordance with the
requirements of the contract documents. If the Parties are unable to resolve their Dispute as described
above, the Parties shall submit their Dispute to a New Hampshire Mediator. The Parties shall share the
mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is
located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.

If either Party or both are dissatisfied with mediation, the Parties’ reserve the right to pursue any
available legal and/or equitable remedies for any breaches of this contract except as that right may be
limited by the terms of this contact.

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26.

Assignment

Neither Party shall assign, delegate or transfer the Contract or any part thereof or any benefit, interest
or performance therein or thereunder without the prior written consent of the other Party. Such
consent will be not_be unreasonably withheld.

27, Transfer of Title to and Ownership of the Equipment

28.

29.

With respect to each part of the Equipment, title to and ownership of the Equipment shall transfer from
Supplier to Purchaser when the Equipment arrives at the Project Site so long as Purchaser has met all
material obligations under this Contract.

Confidentiality, Intellectual Property

28.1.

28.2.

28.3.

The Parties have agreed that any mutually provided information, documents and other tools connected
with this Contract will be considered as confidential and it may be used by or communicated to the
third Party only in the connection with the fulfilment of this Contract or in the connection with
enforcing the obligations according to this Contract and only in the scope in which such notification is
purposeful or necessary.

The Purchaser acknowledges that all technical data received from the Supplier e.g. in particular the
turbine and hydraulic designs and any other documentation, etc. are the Supplier’s intellectual property
and the Supplier’s trade secrets. The Purchaser may use all Project and other documentations provided
by the Supplier only for the purpose of this Contract, including operation and maintenance of the Work,
as described in Section 19 of these General Conditions, and shall not use it for other purposes. The
Purchaser in particular mustn't register any project or other documentation as his intellectual property,
realize another work according to this documentation, provide it for realization of another work to the
third person, publish it, make copies or distribute it by any other way

Notwithstanding the above, Supplier understands that Purchaser is a public entity and must comply
with open records laws.

Force Majeure

29.11f any Party fails to perforro its obligations because of a Force Majeure Event which is not attributable to

any act or failure to take preventive action by such Party, then that Party's performance shall be
excused and that Party shall not be subject to termination of the Agreements or liable for damages for
failure to perform thereunder for such time as shall be equal in length to the period of the Force
Majeure Event and the period thereafter during which performance is interrupted as a direct result of
the Force Majeure Event (“Suspended Days”}, as long as the Party that fails to perform gives the other
Party written notice specifying the nature and particulars thereof and the expected duration thereof
within five (5) Working Days after the commencement of the Ferce Majeure Event causing the failure,
and provided further, that within five (5) Working Days after the cessation of the Force Majeure Event,
such Party shall give notice to the other Party specifying the date of cessation. All obligations under the
Agreement shall once again be in full force and effect upon the cessation of the Force Majeure Event
{including without limitation any payments which became due and payable hereunder prior to such
Force Majeure Event), provided, however, that the time for performing any required act or meeting any
other obligation shall be extended for the benefit of the excused Party by the period equal to the

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Suspended Days by means of a Change Order. The extension of time is the sole remedy to Supplier for
Force Majeure.

29,2 Notwithstanding anything to the contrary in this Article 29, if the cause of a Party's failure to perform
results solely from any act or default by that Party, then such cause shall neither be deemed a Force
Majeure Event nor shall it excuse the performance of that Party's obligations under any of the
Agreements.

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SD YF YY

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING

Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE
GC 1 of 13

Conformed Proposal
Part 2
Equipment Supply Agreement

No. 0-29029

For

Jackson Mills HPP

Between

THE CITY OF NASHUA, NH

and

MAVEL AMERICAS, INC.