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"Annual Budget" has the meaning set forth in Section 6.2(a).
"Annual Project Operating Plan" has the meaning set forth in Section 6.2.

"Bankruptcy" means a situation in which (i) a party’s actions under applicable debtor
relief laws demonstrate an inability to pay its debts as they mature or a need for
protection from its creditors; (ii) a court of competent jurisdiction approves a petition
filed against a party, which petition sought relief for the party’s creditors, and the action
of the court remains in effect for an aggregated period of 60 days (whether or not
consecutive); (iii) a party admits in writing its inability to pay its debts as they mature;
(iv) a party gives notice to any person or entity of its current (or pending) insolvency or
suspension of operations; or (v) a party makes an assignment for the benefit of creditors
or takes other similar action for the protection or benefit of its creditors.

"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close in the State of New Hampshire.

"Contract Year" means: (i) for the first Contract Year, that period from the date of this
Agreement to and including December 31 of such year; and (ii) for each Contract Year
thereafter, the calendar year.

“Effective Date” means January 1, 2017.
“Fiscal Year” means July 1 through June 30
"Five-Year Budget" has the meaning set forth in Section 6.2(d).

"Force Majeure Event" means an event, condition or circumstance beyond the reasonable
control of, and not due to the fault or negligence of, the party affected, and which could
not have been avoided by due diligence and use of reasonable efforts, which prevents the
performance by such affected party of its obligations hereunder; provided, that a "Force
Majeure Event" shall not be deemed to have occurred or to be continuing unless the party
claiming Force Majeure complies with the requirements of Section 15.3 (Force Majeure).
Subject to the foregoing, "Force Majeure Event" shall include, as to either party,
explosion and fire (in either case to the extent not attributable to the negligence of the
affected party), flood, earthquake, storm or other natural calamity or act of God, strike or
other labor dispute, war, insurrection or riot, actions or failures to act by governmental
entities or officials, failure to obtain governmental permits or approvals (despite timely
application therefor and due diligence) and changes in laws, rules, regulations, orders or
ordinances affecting operation of the Project, which events were not pending on the date
of this Agreement.

“Gross Revenue” shall mean the total revenue of the Project in the preceding quarter
from the sale, trade or auction of electricity, capacity and Renewable Energy Certificates
(“RECs”) and shall include electricity, capacity and RECs which are sold, traded and/or
auctioned during the calendar year even if the payment is not received until after the

calendar year. It is understood that REC payments typically are made four to six months
after they are created (i.e. Gross Revenue for the second three months of the calendar
year, April, May and June, shall include REC revenues from generation during the last
three months of the prior calendar year, October, November and December).

“Hazardous Materials” means any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing polychlorinated
biphenyls and any other chemicals, materials or substances which are now or hereafter
become defined as or included in the definition of “solid wastes,” “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous substances,” “restricted

hazardous wastes,” “toxic substances” or “toxic pollutants”, “contaminant” or “pollutant”
under, or are regulated or become regulated as such by Law.

“Law_or Laws” means all applicable laws, statutes, codes, acts, treaties, ordinances,
orders, judgments, writs, decrees, injunctions, rules, regulations, approvals, licenses,
permits and directives of all governmental authorities.

"Operating Manuals" means the operating data, design drawings, specifications, vendors’
manuals, warranty requirements, procedures (including those for maintenance of the
Project and environmental and safety compliance), and similar materials with respect to
the Project.

"Project" means the two run-of-river hydropower facilities located in Nashua, NH on the
Nashua River, Mine Falls and Jackson Mills. Project and related assets, together with
other facilities and related assets, constructed on certain real property in Nashua, New
Hampshire.

"Project Agreements" means the agreements relating to the Project, including any Power
Purchase Agreement, Interconnection Agreement, this Agreement and all other
agreements applicable to the Project, permits, and licenses required for the operation,
maintenance and management of the Project, as identified in Appendix D, as updated
from time to time by Owner.

"Prudent Utility Practice" means (i) any of the practices, methods, and acts engaged in or
approved by a significant portion of the hydroelectric generation industry in New
England during the relevant time period, and/or (ii) practices, methods and acts that, in
the exercise of reasonabie judgment on the facts known (or that reasonably should have
been known) at the time a decision was made, could have been expected to accomplish
the desired result at a reasonable cost consistent with good business practices, reliability,
safety and expedition. In all circumstances, Prudent Utility Practice shall comply with
then-applicable Laws.

"Reference Rate" means the rate published in the Money Rates table of The Wall Street
Journal, from time to time, as the "prime rate", plus 1%.

"Reimbursable Costs" has the meaning set forth in Section 5.3.

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"Services" has the meaning set forth in Article 3.1.

ARTICLE 3
SERVICES

Section 3.1 - Scope of Services. Operator shall (1) operate, maintain and manage
the Project on behalf of Owner as described in this Agreement, including Appendix A
and (ii) also perform the specific duties set forth in this Agreement if they are not
otherwise required by the standards defined in Section 3.2 (collectively, “Services”).

Section 3.2 - Standards for Performance of the Services. Operator shall perform the
Services, in a prudent, reasonable, and efficient manner and in accordance with (i)
Operating Manuals and applicable vendor warranties, (ii) the applicable Annual Project
Operating Plan and Annual Budget, (iii) all applicable Laws, (iv) Prudent Utility
Practices, (v) the Project Agreements, and (vi) all insurance policies specified in Article 9
of this Agreement. Operator shall use all reasonable efforts to optimize the useful life of
the Project and to minimize Reimbursable Costs and Project outages or other
unavailability.

Section 3.3 - Operator's Personnel Standards. Operator shall provide as
reasonably necessary all labor and professional, supervisory and managerial personnel as
are required to perform the Services. Such personnel shall be qualified to perform the
duties to which they are assigned and shall meet any requirements for Project personnel
under the Project Agreements. All individuals employed by Operator to perform the
Services shall be employees of Operator, and their working hours, rates of compensation
and all other matters relating to their employment shall be determined solely by Operator
(subject to Owner's approval rights with respect to the Annual Budget). With respect to
labor matters, hiring personnel, and employment policies, Operator shall comply with all
applicable Laws. Operator also shall act in a reasonable manner that is consistent with
the intent and purpose of this Agreement and with Operator’s acknowledgment (hereby
given) that Operator has no authority to enter into any contracts with respect to labor
matters that purport to bind or otherwise obligate Owner.

Section 3.4 - Compliance. Operator shall comply with all Laws applicable to the
operation, maintenance and management of the Project and the performance of the
Services. Operator shall apply for and obtain, and Owner shall provide reasonably
necessary assistance to Operator in applying for and obtaining, all necessary permits,
licenses and approvals (and renewals of the same) required to allow Operator to perform
the Services in the jurisdictions where the Services are to be performed. Operator shall
assist Owner, to secure exemptions, permits, licenses, and approvals (and renewals of the
same) that Owner is required or desires to obtain from or file with any governmental
agency regarding the Project. Operator shall also assist Owner in connection with
Owner's compliance with reporting requirements under the Project Agreements,
applicable Laws or any other agreement to which Owner is a party relating to the Project.

PROPOSAL FOR THE CITY OF NASHUA
ARPA ADMINISTRATIVE SERVICES

iu iParametrics @ mcl

" ACCOUNTABILITY KEY CONSIDERATIONS EXPLICIT PURPOSE
Agreed-upon accountability for sed only for stated purposes of the Por 3
¥ "t infatmation secu cient ee : ae oc as directed by the cient a a a

SECURITY CONTROLS

Best of breed security contrals to be used to
protect cHent data when accessed, handled,
transmitted, hosted, ar stored

ROLE SPECIFIC ACCESS
Compaitmentalized and only accessed
by autharized and propery trained
individuals with a need to know

PROTECTED ACCESS

SECURE CLOSECUT oe

Archived or destzayed at the end af the - 4
project, In accordance with governing | | i U

regulation

Password protected with dual factor
authentication and properly marked
as jaquired

SUPPORTING THE CITY’S APPLICANTS

Applicants who lack internet connectivity or the knowledge to submit
a web-based application need not be excluded from the City’s relief
program. While some applicants will be able to complete an application
without assistance from program staff, others will require one-on-one empethize mith arumstance
assistance. Case Managers or Cormmunity Partners will be available at
the program centers, by phone, via web conferencing platforms like DELIVER
Microsoft Teams or Zoom, or at off-site meeting venues like home
visits, public buildings, or community centers to assist the applicant
through the intake process and to answer questions, as needed,

UNDERSTAND

Artive Histening te understand

Beliver accurate, timely responses

Our philosophy for communications with your program applicants is frat eee f
one founded in empathy, seeking first to understand, then to deliver a : ; '
results and solutions. Our Program Manager and Case Managers are
prepared to be responsive within 24 hours of an applicant request and ~—
to be accountable to applicants’ and the prograrn’s needs throughout REGUNY

the program to ensure delivery of the high-quality service that is a rd applicant cammuniéation:
hallmark of our recovery prograrns. The figure to the night outlines our
overarching communications strategy for applicant interaction. E —

No matter how high-quality the services provided are, complaints are a

natural component of executing any recovery program. Our team is

committed to giving each complaint prompt care and attertion, so resolutions are delivered quickly. We will record, track, and
review complaints received to identify and implement solutions for improved program operations and/or communications with the
public by implementing strategies such as creating updated FAQs, simplifying public-facing content, or making additional information
available.

All in-person interaction will follow CDC and local guidance for COVID safety in place at the time, All iParametrics team members
are trained on COVID safety protocols and are subject to follow our company policy regarding workplace health and safety.

PAGE 28

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 4
OWNER RESPONSIBILITIES

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

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

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

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

ARTICLE 5
COMPENSATION AND PAYMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

obligations of this Agreement that cannot be performed without the expenditures

Owner refuses to approve.

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

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

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

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

(a) Pay Operator the sum specified in such invoice, less (1) any amounts
previously deposited with Operator relating to such invoice, and (ii) any portion
of such invoice amount that Owner disputes in good faith or is permitted to offset
under this Agreement; and

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

ARTICLE 6
PROCEDURES, PLANS AND REPORTING

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 7
LIMITATIONS ON AUTHORITY

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

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

(b) Contract. Make, enter into, execute, amend, modify or supplement any
contract or agreement (1) on behalf of, in the name of, or purporting to bind Owner or (ii)
that prohibits or otherwise restricts Operator's right to assign such contract or agreement
to Owner at any time;

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