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

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

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

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

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

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

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

ARTICLE 8
TERM AND TERMINATION

Section 8.1 - Term. See Section 1.2.

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

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

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

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

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

Section 8.6- Intentionally Omitted.

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

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

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

Section 8.8 — Termination provisions.

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

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

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

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

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ARTICLE 9
INSURANCE

Section 9.1 - Coverage.

(a) Obligation to Obtain. Owner and Operator shall obtain and maintain the
insurance set forth in Sections 9.1(b) and 9.1(c). Such insurance may be maintained
under individual or blanket insurance policies.

(b) Operator Coverage. Operator shall maintain during the term of this
Agreement insurance with limits and coverage provisions not less than the limits and
coverage provisions set forth below:

(i) General Liability Insurance: $5,000,000 liability coverage on an occurrence
basis against claims for personal injury (including bodily injury and death),
products/completed operations and property damage. Coverage to be on a primary non-
contributory basis.

(ii)Automobile Liability Insurance: $1,000,000 Combined Single Limit
automobile liability coverage against claims for personal injury (including bodily injury
and death) or property damage arising out of the use of all owned, leased, non-owned and
hired motor vehicles, including loading and unloading, and containing appropriate no-
fault insurance provisions where applicable.

(iii) Workers' Compensation Insurance: Workers' Compensation coverage in compliance
with the State of New Hampshire statutes, $100,000/$500,000/$ 100,000.

Operator shall maintain in effect at all times during the performance under this contract

all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Operator are intended to and shall not in any manner limit or
qualify the liabilities and obligations assumed by Operator under this
contract. The Owner shall not maintain any insurance on behalf of Operator. Operator
sub-contractors are subject to the same insurance requirements as Operator and it shall be
the Operator’s responsibility to ensure compliance of this requirement.
All policies of insurance required to be maintained pursuant to Section 9.1(b) shall
include a provision that bars any cancellation or reduction in coverage in a manner that
affects the interests of Owner, without 30 days prior written notice to Owner, except for
termination for non-payment of premium which shall require 10 days prior written notice
to Owner. If the Operator fails to obtain insurance pursuant to Section 9.1(b), Owner has
the option of placing the coverages listed above and naming the Operator as an additional
insured at additional cost to the Operator

(c) Owner Coverage. Owner shall obtain all property and liability insurance
policies customarily maintained for the protection of a hydroelectric project, and shall
maintain such policies for the term of this agreement.

Section 9.2 - Certificates.

Operator will provide the Owner with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar
days after the Owner issues the notice of award. The certificates and endorsements for
each insurance policy must be signed by a person authorized by the insurer and who is

15

> ee leeleaterintes @ mel ay we PROPOSAL FOR THE CITY OF NASHUA
: — ARPA ADMINISTRATIVE SERVICES

PROGRAM CLOSEOUT

Our team plans cur clients’ programs with the end in mind. We have the ability and experience to provide exemplary project
management services and will be responsible for preparing and ensuring that all closeout paperwork, information, and data is properly
accounted for and stored throughout the life of the projects as required. We understand that preparation for an error-free closeout
starts at the beginning of every project.

We have extensive experience in monitoring and compliance for .
several federal funding streams including CARES Act, HUD, and

FEMA funding, and we will apply that knowledge when supporting the ENSURING COMPLIANCE AND
City of Nashua to develop procedures and checklists to facilitate MINIMIZING COSTS
compliant closeout of each application. As each applicant approaches
closeout. our Case Management Team will perform a comprehensive

Our compliance framework provides an assurance that each
. _ project file “tells the story" and is preserved in the
compliance review and reconciliation to ensure that all required iParametrics AGMS, in an audit-ready, fully compliane file.

information and documentation has been properly catalogued in
accordance with federal funder, state, and program standards.

If the US Treasury requires 1099 forms be distributed to recipients of funds, our team will distribute 1099's at year end as part of
closeout. Using data tracked in the iParametrics GMS System, we can easily aggregate the total amount of funding released to each
applicant, allowing us to deliver one 1099 per recipient.

When all applications have been closed, our team will support the City of Nashua to prepare final prograrn closeout documentation
in compliance with applicable federal closeout requirements. After program closeout, cur skilled project management team will assist
City of Nashua in conducting after action reviews, documenting lessons learned and best practices and archiving organizational
process assets like checklists and standard operating procedures,

OTHER ARPA RELATED SERVICES

The iParametrics team understands that the City of Nashua may not only be interested in running grant programs but look to expend
funds on revenue loss, eligible infrastructure projects, or in one of the areas noted below:

és & & ff

Equity-Focused Public and Safety Public Housing
Investments Justice Health
HE (39)
ics La >
Water/Sewer Broadband/ Teourismm/Travel/ Small Business
infrastructure Connectivity Hospitality Assistance

Our team will work callaboratively with the City of Nashua to develop a high-quality funding strategy. We will effectively document
and collaboration on various funding opportunities to ensure that you meet your goals.

PAGE 29

licensed by the State of New Hampshire. The insurer must have a A.M. Best’s rating of
A or higher. General Liability, Employers’ Liability and Auto Liability policies must
name the City of Nashua as an additional insured and reflect on the certificate of
insurance.

Operator is responsible for filing updated certificates of insurance with the Owner’s Risk
Management Department during the life of the contract.

« All deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.

" All aggregates must be fully disclosed on the required certificate of insurance.

» The specified insurance requirements do not relieve Operator of its
responsibilities or limit the amount of its liability to the Owner or other persons,
and Operator is encouraged to purchase such additional insurance, as it deems
necessary.

= Operator is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Operator or
anyone employed, directed, or supervised by Operator.

Section 9.3 - Payment Of Deductible Amounts. Notwithstanding which party
hereto shall have purchased, or been responsible for the purchase of, any insurance in
respect of the Project or otherwise referred to in this Agreement, Operator shall promptly
pay to Owner any deductible amount related to any claim against or other cost to Owner
covered under any such insurance policy which arose due to the gross negligence of
Operator.

The parties agree that Operator shall have the status of and shall perform all work under
this contract as an independent Operator, maintaining control over all its consultants, sub
consultants, Operators, or subOperators. The only contractual relationship created by this
contract is between the City and Operator, and nothing in this contract shall create any
contractual relationship between the City and Operator’s consultants, sub consultants,
Operators, or subOperators. The parties also agree that Operator is not a City employee
and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

(4) Participation or contributions by either the independent Operator or the City to
the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City.

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ARTICLE 10
INDEMNIFICATION AND LIABILITIES

Section 10.1 - Indemnification.

(a) Indemnification by Operator. Operator shall indemnify, defend and hold
harmless Owner, the members thereof, and its respective officers, directors, employees,
agents, and representatives (the "Owner Indemnified Parties"), from and against any and
all claims (in whatever form and to the fullest extent permitted by law) arising out of or
in any way connected with, but only to the extent of, any gross negligence, fraud or
willful misconduct of Operator or anyone acting on Operator's behalf or under its
instructions, in connection with this Agreement and Operator's obligations thereunder.
Any costs or expenses incurred by Operator pursuant to its indemnity obligations under
this Section 10.1(a), including the cost of deductibles with respect to the insurance
maintained by Operator or Owner pursuant to Article 9 or losses in excess of such
insurance coverage, shall not constitute a Reimbursable Cost under this Agreement.

(b) Indemnification by Owner. Owner shall indemnify, defend and hold harmless
Operator, its officers, directors, employees, agents, and representatives (the "Operator
Indemnified Parties") from and against any and all claims (in whatever form and to the
fullest extent permitted by law) arising out of or in any way connected with, but only to
the extent of, any gross negligence, fraud or willful misconduct of Owner or anyone
acting on Owner's behalf or under its instructions (other than Operator and its suppliers,
subcontractors, venders, and their subcontractors and vendors and any employee or agent
of the foregoing), in connection with this Agreement and Owner's obligations thereunder.

Section 10.2 - Environmental Liability.

(a) Operator Liability. Operator shall not be responsible for claims directly or
indirectly related to hazardous materials present at the Project before the date of this
Agreement, except to the extent Operator acted with respect to such materials in a grossly
negligent manner. Owner shall defend, indemnify and hold Operator harmless against
such claims, except to the extent such claims arise from Operator's grossly negligent or
intentional acts.

(b) Owner Liability. Owner shall not be responsible for claims directly related to
hazardous materials at the Project arising out of the grossly negligent or intentional acts
of Operator. This provision of the Agreement shall not be construed to require Operator
to take corrective action with respect to any hazardous materials at the Project before the
date of this Agreement.

(c) Governmental Actions. If action is required at the Project to comply with any
applicable environmental laws during the term of this Agreement, Owner (with
Operator's assistance) shall be responsible for the costs of compliance. Costs for such
compliance action shall be incurred by Operator only with Owner's prior written consent,
unless a governmental authority requires Operator to incur such costs and expenses prior
to obtaining such written consent.

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ARTICLE 11
LIMITATIONS OF LIABILITY

Section 11.1 - Limitations Of Liability.

(a) Consequential Damages. Notwithstanding any provision in this Agreement to
the contrary, Operator and Owner each agree not to assert against the other any claim,
demand or suit for consequential, incidental, indirect or special damages arising from any
aspect of the performance or nonperformance of the other party or any third-party
engaged by such other party under this Agreement, and each party hereto waives any
such claim, demand or suit against the other in connection with this Agreement.

(b) Personal Liability Limited. Operator and Owner each understand and agree
that there shall be absolutely no personal liability on the part of any of the members,
partners, officers, employees, directors, agents, or authorized representatives of Owner or
Operator for the payment of any amounts due hereunder, or performance of any
obligations hereunder. Operator shall look solely to the assets of Owner for the
satisfaction of each and every remedy of Operator in the event of any breach by Owner.
Owner shall look solely to the assets of Operator for the satisfaction of each and every
remedy of Owner in the event of any breach by Operator.

(c) Survival. The parties further agree that the waivers and disclaimers of liability,
indemnities, releases from liability, and limitations on liability expressed in this
Agreement shall survive termination or expiration of this Agreement, and shall apply at
all times (unless otherwise expressly indicated), regardless of fault, negligence, strict
liability, or breach of warranty of the party indemnified, released or whose liabilities are
limited, and shall extend to the members, partners, principals, officers, employees,
controlling persons, executives, directors, agents, authorized representatives, and
affiliates of such party.

(d) Exclusivity. The provisions of this Agreement constitute Operator's and
Owner's exclusive liability, respectively, to each other, and Operator's and Owner's
exclusive remedy, respectively, with respect to the Services to be performed hereunder
and Owner hereby releases Operator performing Services hereunder, and Operator hereby
releases Owner performing its obligations hereunder, from any further liability.

ARTICLE 12
TITLE, DOCUMENTS AND DATA

Section 12.1 - Materials And Equipment. Title to all materials, equipment, tools,
supplies, consumables, spare parts and other items purchased or obtained by Operator on
a Reimbursable Cost basis hereunder shall pass immediately to and vest in Owner upon
the passage of title from the vendor or supplier thereof, provided, however, that such
transfer of title shall in no way affect Operator's obligations as set forth in this
Agreement.

Section 12.2 - Documents. All materials and documents prepared or developed by
Operator, its employees, representatives or contractors in connection with the Project or
performance of the Services, including all manuals, data, drawings, plans, specifications,
reports and accounts, shall become Owner's property when prepared, and Operator, its

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agents, employees, representatives, or contractors shall not use such materials and
documents for any purpose other than performance of the Services, without Owner's prior
written approval. All such materials and documents, together with any materials and
documents furnished to Operator, its agents, employees, representatives, or contractors by
Owner, shall be delivered to Owner upon expiration or termination of this Agreement and
before final payment is made to Operator.

Section 12.3 - Review By Owner. All materials and documents referred to in
Section 12.2 hereof shall be available for review by Owner (including its agents or
advisors) at all reasonable times during development and promptly upon completion. All
such materials and documents required to be submitted for approval by Owner shall be
prepared and processed in accordance with this Agreement. However, Owner's approval
of materials and documents submitted by Operator shall not relieve Operator of its
responsibility for the correctness thereof or of its obligation to meet all requirements of
this Agreement.

Section 12.4 - Proprietary Information, Where materials or documents prepared
or developed by Operator or its agents, employees, representatives or contractors contain
proprietary information, systems, techniques, or know-how acquired from third parties by
Operator or others acting on its behalf, such persons or entities shall retain all rights to
use or dispose of such information, provided, however, that Owner shall have the right to
the same to the extent necessary for operation or maintenance of the Project and to
disclosure pursuant to Law.

ARTICLE 13
RESOLUTION OF DISPUTES

Section 13.1 - Resolution Through Discussions. If any dispute or difference of
any kind (a “Dispute") arises between Owner and Operator in connection with, or arising
out of, this Agreement, the Owner and Operator shall attempt to settle such Dispute in the
first instance through discussions. The designated representatives of Owner and Operator
shall promptly confer and exert their best efforts in good faith to reach a reasonable and
equitable resolution of such Dispute.

Section 13.2 — Choice of Law and Forum.

(a) This Agreement is executed and intended to be performed in Nashua, New
Hampshire and the laws of New Hampshire shall govern its construction, interpretation
and effect.

(b) For any judicial proceeding arising from or related to any Dispute, each of
the parties irrevocably consents and agrees that any legal action or proceedings with
respect to this Agreement shall be brought in a court of competent jurisdiction in New
Hampshire, and that, by execution of this Agreement, each party (1) accepts the exclusive
jurisdiction of the aforesaid court, (ii) irrevocably agrees to be bound by any final
judgment (after any and all appeals) of any such court, (ili) irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of venue of any suit, action, or proceedings with respect to this Agreement brought

19

in any such court, and further irrevocably waives, to the fullest extent permitted by law,
any claim that any such suit, action, or proceeding brought in any such court has been
brought in any inconvenient forum, (iv) agrees that service of process in any such action
may be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such party at its notice address set
forth herein, or at such other address of which the other party hereto shall have been
notified and (v) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law.

(c) Should any Dispute result in a judicial proceeding, each of the parties
knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in
respect of any such proceeding. Furthermore, each of the parties waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.

Section 13.3 - Continued Performance. During the pendency of any Dispute,
Operator and Owner shall continue to perform their obligations under this Agreement.

ARTICLE 14
MISCELLANEOUS PROVISIONS

Section 14.1 - Assignment. Neither this Agreement nor any interest herein may be
assigned by either party without the prior written authorization of the other party. Any
assignee must agree in writing to be bound by the terms and conditions of this
Agreement.

Section 14.2 - Access to Project.

(a) Owner. Owner and its respective agents and representatives shall have access
at all times to the Project and any documents, materials and records and accounts relating
to Project operations for purposes of inspection and review. Upon the request of Owner,
or its respective agents and representatives, Operator shall make available to such persons
or entities and provide them with access to any operating data and all operating logs.

(b) Cooperation. During any such inspection or review of the Project, each of
Owner, and its respective agents and representatives shall use its reasonable commercial
efforts to cause authorized visitors to comply with Operator's safety and security
procedures and to conduct such inspection and review in a manner which causes minimal
interference with Operator's activities. Operator agrees to cooperate fully with Owner
and its agents and representatives in providing requested information and documentation
for the support of any financial or legal transactions associated with the Project.

Section 14.3 - Force Majeure. If either Owner or Operator is rendered wholly or
partially unable to perform its obligations under this Agreement (other than payment
obligations) due to a Force Majeure Event, the party affected by such Force Majeure
Event shall be excused from whatever performance is impaired by such Force Majeure
Event, provided that the affected party promptly, upon learning of such Force Majeure
Event and ascertaining that it will affect its performance hereunder, (i) promptly gives
notice to the other party stating the nature of the Force Majeure Event, its anticipated

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