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duration, and any action being taken to avoid or minimize its effect and (ii) uses its
reasonable commercial efforts to remedy its inability to perform. The suspension of
performance shall be of no greater scope and no longer duration than that which is
necessary. No obligations of either party which arose before the occurrence causing the
suspension of performance and which could and should have been fully performed before
such occurrence shall be excused as a result of such occurrence. The burden of proof
shall be on the party asserting excuse from performance due to a Force Majeure Event.

Section 14.5 - Amendments. No amendments or modifications of this Agreement
shall be valid unless evidenced in writing and signed by duly authorized representatives
of both parties.

Section 14.6 - Survival. Notwithstanding any provisions herein to the contrary,
the obligations set forth in Articles 7, 10, and 13, and the limitations of liabilities set forth
in Article 11, shall survive in full force despite the expiration or termination of this
Agreement.

Section 14.7 - No Waiver. It is understood and agreed that any delay, waiver or
omission by Owner or Operator with respect to enforcement of required performance by
the other under this Agreement shall not be construed to be a waiver by Owner or
Operator of any subsequent breach or default of the same or other required performance
on the part of Owner or Operator.

Section 14.8 - Notices. All notices and other communications (collectively
"Notices") required or permitted under this Agreement shall be in writing and shall be
given to each party at its address set forth in this Section 14.8 or at such other address as
hereafter specified as provided in this Section 14.8. All Notices shall be (i) delivered
personally or (11) sent by electronic mail registered or certified mail (return receipt
requested and postage prepaid), or (iii) sent by a nationally recognized overnight courier
service. Notices shall be deemed to be given (A) when transmitted if sent by electronic
mail(provided the transmittal is confirmed), or (B) upon receipt by the intended recipient
if given by any other means. Notices shall be sent to the following addresses:

To Operator:

By mail:

Essex Power Services, Inc.
c/o Essex Hydro Associates
55 Union St. 4" Floor
Boston, MA

By electronic mail:

Administrative or Legal issues: alocke@essexhydro.com

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Operations/Maintenance: dsherman@essexhydro.com
with a copy to: alocke@essexhydro.com

To Owner:
By mail:

City of Nashua

Attention: Madeleine Mineau, Waterways Manager
229 Main Street

Nashua, New Hampshire 03060

With a copy to:

City of Nashua

Office of Corporation Counsel
Attention: Celia K. Leonard, Esq.
229 Main Street

Nashua, New Hampshire 03060

By electronic mail:
mineaum@nashuanh.gov
leonardc@nashuanh.gov

Section 14.9 - Fines And Penalties. If during the term of this Agreement any
governmental or regulatory authority or agency assesses any fines or penalties against
Operator or Owner arising from Operator's failure to operate and maintain the Project in
accordance with applicable Laws without Owner's prior written consent, such fines and
penalties shall be the sole responsibility of Operator and shall not be deemed a
Reimbursable Cost.

Section 14.10 - Representations And Warranties. Each party represents and warrants to
the other party that:

(a) such party has the full power and authority to execute, deliver and perform this
Agreement and to carry out the transactions contemplated hereby;

(b) to the best of such party's knowledge, the execution, delivery and performance
by such party of this Agreement, does not and will not materially conflict with any legal,
contractual, or organizational requirement of such party; and

(c) there are no pending or threatened legal, administrative, or other proceedings
that if adversely determined, could reasonably be expected to have a material adverse
effect on such party's ability to perform its obligations under this Agreement.

Section 14.11- Counterparts. The parties may execute this Agreement in
counterparts, which shall, in the aggregate, when signed by both parties constitute one
instrument. Thereafter, each counterpart shall be deemed an original instrument as
against any party who has signed it.

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Section 14.12 - Partial Invalidity. If any term, provision, covenant or condition
of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the rest of this Agreement shall remain in full force and effect and in no
way be affected, impaired or invalidated.

Section 14.13 - Captions. Titles or captions of Sections contained in this
Agreement are inserted as a matter of convenience and for reference, and do not affect
the scope or meaning of this Agreement or the intent of any provision hereof.

Section 14.14 - Vendor's Warranties. For Owner's benefit, Operator shall obtain
from sellers of equipment, material, or services (other than the Services), warranties
against defects in materials and workmanship to the extent such warranties are reasonably
obtainable, and, to the extent of any such warranties actually obtained, Owner releases
Operator from any further liability arising in respect of such equipment, material or
services (other than the Services) to the extent such lability is covered by any such
warranty. Operator itself shall not be liable for any such warranties, or for any defects or
damage caused by such equipment, material or services (other than the Services). Upon
Owner's request, Operator agrees to take such steps as are necessary, short of litigation, to
enforce said warranties. Each such warranty shall be enforceable by Owner for Owner's
benefit or assignable by Operator to Owner without any further action or consent by or on
the part of any third party. Unless otherwise requested, Operator shall administer such
watranties and immediately notify Owner of any defects discovered or suspected that
may be covered by such warranties. When requested, Operator shall assign any such
warranty to Owner and assist Owner with the administration and enforcement of such
warranty, or, if such warranty is not assignable to Owner, assist Owner with the
administration and enforcement of such warranty.

Section 14.15 — Fiscal Contingency. All payments under this contract are
contingent upon the availability to the Owner of the necessary funds. This contract shall
terminate and the Owner’s obligations under it shall be extinguished at the end of any
fiscal year in which the Owner fails to appropriate monies for the ensuing fiscal year
sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Operator with a right of payment
over any other entity. Any funds obligated by the Owner under this contract that are not
paid to Operator shall automatically revert to the Owner’s discretionary control upon the
completion, termination, or cancellation of the agreement. The Owner shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Operator,
except for those payments which are owed to the Operator for all Reimbursable Costs
incurred by Operator up to and including the date it is determined by the Owner that the
necessary funds are not available (the “Lack of Funding Date”). Further, the Operator
shall be paid unpaid Annual Administrative Fees to and including the Lack of Funding
date. Operator shall have no claim of any sort to the unexpended funds following the
Lack of Funding Date. I don’t have a problem with the intent of this para., but I think
poorly worded. It says that obligated funds will revert to the city, why if they’re

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obligated. Does it mean that our obligated funds can be used by the city to pay for other
city obligations?

Section 14.16 — Prohibited Interests. Operator shall not allow any officer or
employee of the Owner to have any indirect or direct interest in this contract or the
proceeds of this contract. Operator warrants that no officer or employee of the Owner
has any direct or indirect interest, whether contractual, noncontractual, financial or
otherwise, in this contract or in the business of Operator. If any such interest comes to
the attention of Operator at any time, a full and complete disclosure of the interest shall
be immediately made in writing to Owner. Operator also warrants that it presently has
no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be
performed under this contract. Operator further warrants that no person having such an
interest shall be employed in the performance of this contract. If Owner determines that
a conflict exists and was not disclosed to the Owner, it may terminate the contract at will
or for cause in accordance with this Agreement.

In the event Operator (or any of its officers, partners, principals, or employees acting with
its authority) is convicted of a crime involving a public official arising out or in
connection with the procurement of work to be done or payments to be made under this
contract, Owner may terminate the contract at will or for cause in accordance with this
Agreement. Upon termination, Operator shall refund to the Owner any profits realized
under this contract, and Operator shall be liable to Owner for any costs incurred by the
Owner in completing the work described in this contract. At the discretion of Owner,
these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

The rights and remedies of this section shall in no way be considered for be construed as

a waiver of any other rights or remedies available to Owner under this contract or at law.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement through their duly
authorized officers as of the date set forth in the preamble to this Agreement.

CITY OF NASHUA

By:
James W. Donchess, Mayor, Duly Authorized

ESSEX POWER SERVICES, INC.

By:
Andrew Locke, Vice President, Duly Authorized

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PROPOSAL FOR THE CITY OF NASHUA
ARPA ADMINISTRATIVE SERVICES

Our overall philosophy when approaching ARPA investments can be summarized in the graphic below:

3 iparametrics @mel oh

1. Prioritize Good Governance 2. Leverage your ARPA Aid 3. Invest in Best Uses for Long-Term
= Convene ail stakeholders and » Use a thoughtful — strategic Recovery

build consensus planning process * Invest in urgent health and
* Follow allowable uses under » Leverage with ARPA, FEMA, and economic needs

ARPA other federal sources Priontize short-term investments

Meet all accounting and reporting
rules

Comply with all local and state
laws/ordinances

Ensure transparency throughout

Do not create future budget
deficits

lmdalelaiaps=
‘€Telela|
(fe {las rlala=

Coordinate with other state and
local programs

Collaborate with community
partners and organizations

Use existing delivery systems for
efficiency

Don't reinvent the wheel: learn
from others

2. Leverage
BCT WAN Te

with lasting benefits

Identify and address pre-COVID
inhibitors to growth

Move quickly to simulate faster
recovery

Measure progress throughout ta
inform ongoing plan

PAGE 30

APPENDIX A
SCOPE OF SERVICES

Operator shall perform each of the services listed in this appendix A in accordance with
the standards required under section 3.2 of the agreement.

I. Administrative

1. General

Operator shall render such administrative services as required to conduct
administrative liaison between the Project and the City, to compile any and all
financial data required by the City, to provide all other services required by
federal, state and local regulatory bodies or agencies, to provide such personnel
services as necessary to administer operations of the Project and the sale of
Project energy, capacity and related environmental attributes and to provide such
other miscellaneous administrative services as the City shall require in the normal
course of operating the Project.

2. Specific Responsibilities:

a)

2)

h)

Provide annual budget estimating costs associated with running the
project.

Provide project information for City financial statements (if necessary).

Compile necessary financial and administrative data for FERC reporting
purposes.

With approval of the City, negotiate and sell the energy, capacity and
environmental attributes of the project.

Market and sell Project RECs

Prepare FERC and New Hampshire DES required reports or filings for
signature by the City and submission to the applicable agency

Conduct liaison with FERC and New Hampshire DES regarding all
Project issues.

Monitor regulatory and state agencies to support on-going business
activities.

Provide monthly updates on the Project’s operational performance

including actual generation, revenues and 3rd Party Vendor costs billed
directly to EPSI to the City’s designated point of contact.

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Il. Operations and Maintenance

1. General
Provide such supervisory, operating and maintenance services as required to
insure that the Jackson Mills and Mine Falls (when purchase by the Owner)
hydroelectric project is properly and reliably operated and maintained, that repairs
are undertaken and completed in a timely fashion, that the Project is in
compliance with all applicable laws, regulations, policies, orders and agreements
of or with any court or regulatory agency of competent jurisdiction, and that
output for the Project is maximized.

2. Specific Responsibilities:

a) Hire, train and schedule operators.

b) Determine periodic maintenance and capital requirements and
supervise their implementation when authorized.

c) Supervise repairs of a usual and customary nature.
d) Provide operating, maintenance and repair personnel.

e) Acquire necessary third party services and material for operating
maintenance and repair tasks.

f) Respond to any other event not in the ordinary course of business.
g) Support or provide planning, design or oversight, project
management of any capital or maintenance projects at the Project.
Il. Other

1. Perform such other tasks and services which the City may reasonably
request from time to time in connection with operation of the Project.

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APPENDIX B
COMPENSATION AND REIMBURSABLE COSTS

A. Compensation. The compensation will be as follow:

Administrative fee: The administrative fee will be 10% of Gross revenue for the Project
for generation up to 20,000,000kWhs and 20% of gross revenues for project generation
for generation over 20,000,000 kWhs. The administrative fee payment shall be a
minimum of $90,000 for both Projects. The full minimum administrative fee only
applies for full year ownership of both Jackson Mills and Mine Falls. Partial year
ownership of Mine Falls is anticipated in the first year of this contract therefore fifty
percent of the minimum administrative fee, $45,000, would be adjusted on a pro-rated
basis for the number of days the City owns the project.

Third party expenses will be billed at cost.

Labor costs will be paid according to the following hourly rates:
Assistant Operator: $30/hr

Operator: $50/hr

Supervisor $60/hr

Manager: $100/hr

President, VP or Treasurer: $150/hr

President, VP/treasurer labor would only be charged for services beyond the scope of this
agreement with authorization from Owner. No other labor costs such as taxes, bonuses,
benefits, or travel reimbursement will be charged to owner.

All labor costs shall be adjusted annually by any increase or decrease in the change in the
12 month Northeast CPI from the prior year, starting on January 1, 2018.

B. Reimbursable Cost items shall be paid to Operator in accordance with the
requirements of Articles 5 and 7. Reimbursable Costs include:

1. Spare and replacement parts

2. All material, tools and equipment necessary to operate and maintain the Project
3. Chemicals

4. Lubricants (including proper disposal costs)

5. Specialized instrumentation and calibration equipment
6. Rigging and handling equipment

7. Consumables and general supplies

8. Cleaning Supplies

9. Shop equipment installed in Project

10. Authorized leased equipment

11. Major equipment overhauls

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12. Building repairs and maintenance (not resulting from Operator’s actions).
13. Consultants’ fees and expenses, if incorporated in the Annual Budget or
otherwise approved in advance by Owner.
14. Contract Services, if incorporated in the Annual Budget or otherwise
approved in advance by Owner.
15. Software licenses and computer hardware needed to operate the projects
C. The following will be Reimbursable Costs when specifically related to Project
support:
Office supplies
Office equipment and furniture
Telephone and other communication service charges
Freight and express mail charges
Janitorial, cleaning, and grounds keeping services

we WN

All Services by Operator that support Project activities and all Reimbursable Costs shall
be approved by Owner, through the Annual Budget or otherwise, prior to implementation
by Operator.

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