Finance Committee

For Consultation services provided as described in Appendix A, Section III labor cost
will be paid according to the following hourly rates:

Assistant Manager: $100/hr
Manager hr
President, VP or Treasurer: $195/hr

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, 2020.

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

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 Projects for
generation up to 20,000,000kWhs during the calendar year, and 20% of Gross
revenues from any generation over 20,000,000 kWhs during the calendar year.
The administrative fee payment shall be a minimum of $45,000 for Jackson Mills
and $45,000 for Mine Falls.

1. General
Provide such supervisory, operating and maintenance services as required to
insure that the Jackson Mills and Mine Falls hydroelectric projects are properly
and reliably operated and maintained, that repairs are undertaken and completed
in a timely fashion, that the Projects are 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.

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.

1.

1. Administrative

General

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, Treasurer, Duly Authorized

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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 14.12 - 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