Agenda

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.

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

To Owner:
By mail:

City of Nashua

Attention: Deb ChisholmWaterways 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

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

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

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.

ARTICLE 11
LIMITATIONS OF LIABILITY

Section 11.1 - Limitations Of Liability.

ARTICLE 10
INDEMNIFICATION AND LIABILITIES

Section 10.1 - Jndemnification.

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.

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:

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