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MILES WALKER, LEED AP

SENIOR CLIENT MANAGER

Professional Profile

Miles brings over 18 years of experience working in the municipal, energy, and
college/university sectors. He has held various roles in project development for
solar, biomass, wind, anaerobic digestion, and emerging fields such as algae-
based biofuels. He led project development efforts for a $35 million advanced
biofuels start-up, establishing solar biofuels systems in New York, Louisiana,
Arizona, Massachusetts, New Mexico, and internationally. During that time, he
managed innovative renewable technology grants from the New York State Energy
Research and Development Authority (NYSERDA) and other international
organizations with values over $3 million. Miles was the project manager for the
2006 Platts Global Energy Award for “Emissions Energy Project of the Year” for a
novel carbon sequestration technology. He is a PMI Credentialed Project
Management Professional and LEED AP. Prior to joining Woodard & Curran, Miles
worked at Harvard University where he held positions in Utilities Operations and
Environmental Health and Safety (EH&S), managing environmental programs and
developing economic models to determine internal utility costs.

CAMPUS SUSTAINABILITY BIO

Miles brings over 18 years of experience working in the municipal, energy, and
college/university sectors. He has held various roles in project development for
solar, biomass, wind, anaerobic digestion, and emerging fields such as algae-
based biofuels. Miles led project development efforts for a $35 million advanced
biofuels start-up, establishing solar biofuels systems in New York, Louisiana,
Arizona, Massachusetts, New Mexico, and internationally. During that time, he
managed innovative renewable technology grants from the New York State Energy
Research and Development Authority (NYSERDA) and other international
organizations with values over $3 million. Miles was the project manager for the
2006 Platts Global Energy Award for “Emissions Energy Project of the Year” for a
novel carbon sequestration technology. He is a PMI Credentialed Project
Management Professional and LEED AP. Prior to joining Woodard & Curran, Miles
worked at Harvard University where he held positions in Utilities Operations and
Environmental Health and Safety (EH&S), managing environmental programs and
developing economic models to determine internal utility costs.

Related Experience

08/12/2019 marketing approved resume content and format (Tiffany Hanson)
Adding new project write-ups must be done above this statement in RED and
contact Tiffany for QA/QC

Education

e Masters,
Finance/Entrepreneurship,
Babson College

e Bachelors, Chemical Engineering,
University of New Hampshire

Registrations

e Engineer In Training - NH

e LEED AP - U.S. Green Building
Council (USGBC)

University of Massachusetts — Multi-Campus All Hazards Mitigation Plan. Provided energy systems input and review
for the development of an All Hazards Mitigation Plan that is consistent with MEMA and FEMA guidance. Plan reviewed all
UMass Campuses infrastructure and assets for mitigation planning. Plan satisfied guidance requirements in identifying
actions for risk reduction that are agreed upon by stakeholders and the public. Plan successfully built partnerships by
involving citizens, organizations and businesses in numerous public meetings. Contributions to plan included identifying,
researching and analyzing potential natural hazards, developing mitigation actions, engaging community and campus
stakeholders, and identifying hazard mitigation measures.

Connecticut State College System — Multi-Campus All Hazards Mitigation Plan. Presented findings at several of the
campuses for the potential hazards to numerous stakeholder groups. Provided energy systems input and review for the
development of an All Hazards Mitigation Plan that is consistent with MEMA and FEMA guidance. Plan reviewed all 17
CSCU Campuses infrastructure and assets for mitigation planning. Plan satisfied guidance requirements in identifying
actions for risk reduction that are agreed upon by stakeholders and the public. Campus plan inventoried hundreds of key
campus assets and consolidated assets for better cross campus coordination. Plan successfully built partnerships by
involving citizens, organizations and businesses in numerous public meetings. Contributions to plan included identifying,
researching and analyzing potential natural hazards, developing mitigation actions, engaging community and campus
stakeholders, and identifying hazard mitigation measures.

Town of Billerica, MA - Microgrid Feasibility Assessment. Evaluated the use of various on site generation
technologies to create a utility island for the Waste Water Treatment plant. Study evaluated the use of solar, energy
storage, fuel cells and cogeneration technologies. Each technology was evaluated for life cycle costs and levelized cost of
energy to $/kwh. Study reviewed the seasonal and daily plant loads and the potential for load shifting implementing various
demand response techniques and operational changes. Study is currently under consideration for potential funding under
Greenworks or other pending funding sources.

University of Massachusetts, Lowell - Climate Action Plan. Technical Advisor for the development of the UMass
Lowell Climate Action Plan. Supported the development of strategies for goal setting, project identification and
implementation, renewable energy applications and committee development. This project involved working with numerous
stakeholders including senior management, facilities, finance, Environmental Health and Safety (EH&S), transportation,
and capital projects representations. Through all the energy savings and procurement projects at UMass Lowell the
university is saving over $500,000 per year.

Connecticut State College and University System — Energy Master Plan. . Technical Lead and primary expert for
campus energy plans for Connecticut's largest college system that spans 17 campuses. Conducted a detailed campus
evaluation of energy saving opportunities and develop a prioritized plan for action. This review included benchmarking
building energy use, campuses priorities and speed of implementation. Over 6 MWs of renewable energy opportunities are
in the process of being implemented and multiple projects with simple paybacks <1 year have been completed. Savings
from this plan should be greater than $1 million dollars per year off baseline.

Williams College - Solar Photovoltaic (PV) Site Identification. Worked with Williams College to identify viable solar PV
sites and facilitate the development of a Power Purchase Agreement. Developed a list of viable projects and criteria upon
which to rank each project. Permit, electrical interconnect plans, cost projects and financial models are in development.
The goal of this project is to generate 2,200 MW hours per year of renewable energy saving the college over $20,000 per
year.

City of Lowell, MA — Solar Array Feasibility Analysis. Completed a feasibility analysis of a 500 kW solar array at the
Lowell Water Treatment Plant. Performed an economic analysis and Solar Renewable Energy Credit (SREC) valuation
model for this array. The fully deployed $2 million solar array received $400,000 in grant funding. The array is now
generating over $100,000 in energy revenue and savings to the city per year.

Bound Brook, NJ —- Solar Array Feasibility Analysis. Project Manager responsible for developing pre-project
documentation and feasibility analysis for 900 kW solar array on a closed landfill. Completed an economic analysis and
Solar Renewable Energy Credit (SREC) valuation model for the investment. Led the RFP process to find potential EPC
providers for project execution and facilitated review of site lease agreements and power purchase agreements with host
site.

Connecticut College, New London, CT - Renewable Energy Development. Technical Leader for exploration of on-
campus renewable energy opportunities. Developed a feasibility study of renewable energy resources on campus that
would allow the College to reduce purchased electricity. Conducted a detailed campus evaluation for wind, solar and
geothermal opportunities and developed levelized cost of production. This review included physical constraints such as
building structural load, wind turbine set-backs, noise constraints, electrical interconnection and other implementation
concerns such as permitting, environmental impacts and construction integration. Over 3 MWs of potential renewable
energy opportunities were identified. Some of the renewable opportunities could be implemented with normalized costs
lower than current pricing after rebates, grants and incentives.

Freehold, NJ - Solar Array Feasibility Analysis. As Project Manager, developed pre-project documentation and
feasibility analysis for 650 kW solar array on a former landfill site. Created an economic analysis and Solar Renewable
Energy Credit (SREC) valuation model for investment, and led the RFP process to find potential EPC providers for project
execution and facilitated review of site lease agreements and Power purchase agreements with host site.

Harvard University, Cambridge, MA - Various Projects. Worked in a cross-departmental role (EHS, Green Campus
and Utilities Operations) with diverse responsibilities including program management, project management and financial
modeling. Member of several university groups (Harvard Green Campus Initiative, Utilities and Operations, etc.) that
spearheaded screening and implementation of energy efficiency and renewable energy projects. Co-developed models to
predict capital and operational budgets for Harvard's internal distribution of steam, water and electricity for budgets over
$15 million per year. Also co-developed Harvard's first greenhouse gas (GHG) inventory and participated in the drafting of
Harvard's renewable energy purchasing plan. Advisory board member of a group that developed a frame work to screen
technologies that included GHG reductions, energy savings, cost benefits of renewable and efficiency projects. Reviewed
funding applications for energy efficiency, alternative energy or renewable projects (solar and geothermal).

Harvard University, Cambridge, MA — Project Engineering. As Project Engineer for a 5 MW backpressure turbine and
boiler package upgrade, assisted the University to secure permits for air and water impacts of the $25 million facility
upgrade and developed project specifications for permits and regulatory agencies.

Harvard University, Cambridge, MA —- Renewable Energy Purchasing. Collaborated with the University to develop a
plan to purchase renewable energy for Harvard’s campus. The plan involved direct investment in projects, power purchase
agreements and purchase of Renewable Energy Credits for over 5 MWs of renewable power.

On Site Chemical, Fall River, MA — Project Development. Project Developer for an electrolysis-based bleach generation
system. The project also included working with merchant electrical generators to utilize pre-transportation and distribution
electricity, off-peak power and demand response programs to capture potential savings of 30% of total production costs.
Also presented an economic model and business concept to potential host utilities, banks and private equity firms.

Connecticut College, New London, CT - Solar Energy Development. Project Manager for layout and electrical lines for
solar array implementation. Developed project specifications pending funding by the Connecticut Clean Energy Fund.

Harvard University, Cambridge, MA — Capital Project Planning. Co-developed models to predict capital and
operational budgets for Harvard's internal distribution of steam, water and electricity for budgets over $15 million per year.
The operational model included capturing existing and planned construction to facilitate accurate utility cost projections.

Harvard University, Cambridge, MA - Green Loan Fund Advisory Board. As a Board Member for Harvard's Green
Loan Fund, reviewed funding applications for energy efficiency, alternative energy or renewable projects (solar and
geothermal). Also served as a member for $6 million Revolving Loan Fund for energy efficiency and renewable energy
projects (heat recovery, VFDs, lighting, solar, geothermal, etc.) with simple ROI over 30%.

Harvard University, Cambridge, MA - Greenhouse Gas (GHG) Inventory. Worked with a project team and co-
developed Harvard's first GHG inventory and participated in drafting Harvard's renewable energy purchasing plan. Served
as an advisory board member of a group that developed a frame work to screen technologies that included GHG
reductions, energy savings, cost benefits of renewable and efficiency projects.

Harvard University, Cambridge, MA - SPCC.As Program Manager, responsible for the air and Spill Prevention, Control,
and Countermeasure (SPCC) compliance reporting. Developed a database driven inventory and management system that
streamlined reporting responsibilities. Received the “Harvard Hero” award for demonstrating collaboration and project
SUCCESS.

ReSource Systems, Cambridge, MA. Program Manager responsible for leading project team in reviewing the feasibility
of a concept-scale electrohydraulic water treatment device and business model. Managed the team and test plan to review
key performance parameters and budget to examine novel water treatment system. In addition, developed an economic
case for system installation and screened target market opportunities.

Big Cajun Power Plant, New Roads, LA — Algae Biofuel. Project Manager for the Big Cajun Power Plant. Responsible
for managing the permitting, procurement, design construction and operations of a novel algae biofuel project at 1,730 MW
coal power plant. Project involved construction of algae bioreactor system, flue gas handling and water treatment.
Completed design and installation of what is considered to be the first algae cultured on coal emissions. Working closely
with the client, secured regulatory approval for all media and worked with local authorities to mitigate potential biological
invasive species concerns. Project was featured in the book “Our Choice” written by Former US Vice President Al Gore.

Four Corners Power Plant, Farmington, NM — Algae Biofuel. Project Manager for the Four Corners Power Plan.
Responsible for the purchasing, procurement, design, construction and operations of a novel algae biofuel project at 2,040
MW coal power plant. In addition, responsible for the design and interconnection to flue gas system. Project involved
construction of algae bioreactor system, flue gas handling and water treatment.

Dunkirk Power Plant, Dunkirk, NY. Project Manager for the design construction and operations of a novel algae biofuel
project at 600 MW coal power plant. Also involved in the design and interconnection for the flue gas system at the plant.
Project involved construction of algae bioreactor system, flue gas handling and water treatment. Managed New York State
Energy Research and Development Authority (NYSERDA) reporting requirements and generated project report.

GreenStar Products, Johannesburg South Africa - Algae Biofuel. As the Project Manager, responsible for managing
the transport and installation of novel algae bioreactor system to a biodiesel production facility in South Africa. The existing
system was originally installed on the roof of MIT’s Cogeneration Plant. Led the construction team, which handled the
mechanical and electrical conversion from 60 Hz to 50 another South African standards. Project was featured on National
Public Radio.

Blue Hill Partners, PA. Project Manager for Blue Hill Partners in developing the scope of work for efficiency project
database. Work was to support placement of $40 million in capital partly funded by the Pennsylvania Treasury. The model
is an innovative approach to energy efficiency projects using off-balance sheet financing providing energy efficiency
funding as a service in a transparent, vendor-agnostic and streamlined manner.

Red Hawk Power Plant, Arlington, AZ - Bioreactor Project/Program Manager. Project/Program Manager for Red
Hawk's power plant responsible for the design and construction of the world’s first vertical thin-film bioreactor integrated
into a power plant. Managed $6 million in construction costs and workflow for $35 million dollar venture funded company,
and secured all the necessary permits and approvals for construction and interconnection to a 1,050 MW natural gas
power plant. This project was the winner of the 2006 Platts Global Energy Award for “Emissions Energy Project of the
Year” for a novel carbon sequestration technology.

Various Locations — Green Fuel's Algae to Bio-Fuel Pilot Unit. Project Manager and then Lead for Green Fuel's algae-
to-Bio-fuel pilot unit. Managed/directed projects with up to 25 staff in the Southwestern United States, New York,
Louisiana, Australia and South Africa with potential budgets of up to $160 million. Managed the lifecycle of Green Fuel's
most advanced bioreactor system from basis of design, permitting, construction and commissioning through turnover. Also
assisted the clients in securing regulatory approval/exemptions for projects interconnecting with power plant infrastructure
for electricity, water, waste, land use, IT/communications, flue gas and site access.

Borden and Remington Fall River, MA — Thermal Oxidizer implementation. Project Engineer for specification and
installation of a thermal oxidizer system to control volatile organic compound (VOC) emissions. The project reduced VOC
emissions 95% and maintained compliance with air permit.

Franklin, NH — Polyclad Laminates. Assisted in identifying opportunities for a copper etch recovery system to reduce
chemical use and etch system down time and to recycle copper waste. Project was specified to recover over 90% of
copper lost to process discharge.

Confidential Client, Boston, MA - Project Manager. Project Manager for a confidential client in Boston which he
developed project specifications including scope, schedule and budget for implementation of a 100 ton per day food waste
digester for pricing, permitting and system implementation in Southern California. When it was completed, the system was
designed to produce over 1 MW of renewable energy.

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EXHIBIT B
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
CITY 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

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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Engineer to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City of Nashua may have,
Professional Engineer shall, at its own expense and without additional compensation, re-perform
work to correct or revise any deficiencies, omissions, or errors in the work or the product of the
work or which result from Professional Engineer's failure to perform in accordance with this
standard of care. Any approval by the City of Nashua of any products or services furnished or
used by Professional Engineer shall not in any way relieve Professional Engineer of the
responsibility for professional and technical accuracy and adequacy of its work. City of Nashua
review, approval, or acceptance of, or payment for any of Professional Engineer's work under this
contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action
under this contract, and Professional Engineer shall be and remain liable in accordance with the
terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Engineer to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

GC 2 of 11

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Professional Engineer's
performance under the contract. Professional Engineer shall provide to the City of Nashua within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change
shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of
tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua
will then determine in writing if Professional Engineer should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in Professional Engineer's cost
or time required for performance of the contract as a whole, an equitable adjustment shall be
made and the contract accordingly modified in writing. Any claim of Professional Engineer for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in
writing as soon as practicable. Any change undertaken without prior City of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Engineer in the performance of its work under this contract and that such
personnel will be available to Professional Engineer for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Engineer with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Board of
Public Works and Finance Committee in a timely manner. The City of Nashua and Professional
Engineer also agree to attend all meetings called by the City of Nashua or Professional Engineer
to discuss the work under the Contract, and that Professional Engineer may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City of
Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Engineer. All future questions Professional Engineer may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Professional Engineer's question or position. The City of Nashua representative shall render a

GC 3 of 11

Board of Aldermen — 9/12/17 Page 22

beneficial what is truly a great American downtown. As committed members of the passionate Nashua
community, it’s our sincere effort that tonight the Board is able to recognize the unique opportunity to present it
here and is without question a paramount decision in the history of the gate city for the future of the gate city.”
Thank you very much.

Arthur Craffey, 107 Chestnut Street

Good evening Mr. Mayor, Alderman McCarthy and the rest of the Board. When | first heard of this, | said this
is great. It’s been a long time dream of this Board, the city, the mayors, and many, many boards. When | sat
in the board it was a dream of mine. Then | got to thinking | walked by Alec Shoes there many times on my
daily walks since I’ve retired. I’ve looked at the size of Alec Shoes. I’m wondering how in the heck are we
going to put a performance arts center in here and actually have something in there that’s actually going to
feasible to pay for itself especially with the city running it. We look at the Keefe Auditorium, you look at Court
Street, and | think nothing seems to be going forward. The lady over here pointed out earlier, it's got to be run
as a business. If you can’t put the Symphony in there, how are you going to put something in that’s going to
pay some money? She said you need 3 or 4 events each year to pay to break even. The Symphony in there
would be great. That’s sold out all the time. The Nutcracker which is our biggest seller you can hardly get
tickets for every year sells out. That would be enough to pay operational expenses in itself. It’s got to be run
as a business yes.

The second thing | was concerned with is parking. Where are you going to park? Handicapped people that
come to these events where are they going to park? You can’t. There’s no place to drop them off. There’s no
handicapped parking. Parking downtown as we know is a pain. You go over to Keefe Auditorium to see them
park. They park in the streets. There’s plenty of parking when they park at Keefe. The other issue | had was
the city running it. | mean come on guys. We have enough with trying to balance our own budgets. We can’t
run it up as ourselves. If we were to take this at all, | would like to see the city just hand it off. Let it be
privately run. Set up a Board of Directors like we did with Pennichuck and let it run on its own. Get our
reimbursement back and say bye, bye. Let it run own its own. Let it be run private. Don’t have the city
involved. Yes we own it but let it run like Pennichuck runs. Their own Board of Directors and let it go. Don’t
let the city have its fingers in it at all. That’s all. Thank you very much.

Shoshanna Kelly, 18 Rene Drive, Nashua.

Good evening. | want to thank everyone for their time — the Board, the Mayor. | think we’ve heard a lot from
our community. A lot of people have shared their personal stories. They’ve talked about feasibility and they’ve
talked about impact. My name is Shoshanna Kelly. I’m at 18 Rene Drive. | think we’ve looked at a lot of
facets of this project and what | want to talk about is energy. | know that the Mayor brought up that the energy
in downtown is really palatable right now. My husband and | we moved here right after college. We were living
in downtown right in Clocktower Place. From there we moved to buying a house, having a child, and I’ve
opened up a business downtown. In that time, I’ve seen the momentum and the energy grow with each stage
in our life and | know that other people have testified to that. | would say also let’s talk about the energy in the
room tonight. There’s so much anticipation. There’s so much excitement for this project and as you go to
make this very important vote, | urge you to think about that and to vote yes.

President McCarthy

That concludes the public comment period. For the audience, | would tell you that the resolution is actually the
first thing on our old business which will come up in a few minutes. We have a couple of formalities to take
care of first but it comes up first.

PETITIONS — None

decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work
affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Engineer prior to having received the City of Nashua's resolution shall be at Professional
Engineer's risk and expense. At all times, Professional Engineer shall carry on the work under
this contract and maintain and complete work in accordance with the requirements of the contract
or determination of the City of Nashua. Professional Engineer is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its failure to
do so.

TERMINATION OF CONTRACT

A, TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL, The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Professional Engineer 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer
shall:

Immediately discontinue work on the date and to the extent specified in the notice.

Place no further orders or subcontracts for materials, services, or facilities, other than as

may be necessary or required for completion of such portion of work under the contract

that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they relate
to the performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the City of Nashua to resume performance.

Ne

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for
work thereafter completed as specified in the notice. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress
on the work in a timely and professional manner. Professional Engineer shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Engineer may terminate the contract on 10 calendar days written notice if, through
no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.

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