Board Of Aldermen

Attachment 1 - Final Investment Grade Audit

ESCO Contract — Nashua Schools & EEI, Inc 11/22/2019

10. Contract Signatures

IN WITNESS THEREOF, the parties have each caused this Contract to be executed in
counterparts on the dates set forth below (the last of which shall be considered the date of
execution hereof) by their duly authorized representatives.

Energy Efficient
Company: NashuaSchool District Company: _Investmentsinc,
Name: Name: PaulMurphy
By: By:
Title: Title: Director
Date: Date:

33 ESCO Contract — Nashua Schools & EEI, Inc.

in practical effect to waive any statutory immunity or statutory limitation of liability of
Customer from claims of any third party, or to impose any further or additional liability to
ESCO, that Customer is or would be subject to in a direct claim by such third party.

This Contract is made and shall be interpreted and enforced in accordance with the laws of
the State of New Hampshire without regard to its conflict of laws provision. If any provision
of this Contract shall be determined to be invalid or unenforceable under applicable law,
such provision shall, insofar as possible, be construed or applied in such manner as will
permit enforcement; otherwise this Contract shall be construed as ifs such provision had
never been made part thereof.

9.12 Independent Contractor

this Contract shall become the property of the Customer as needed or upon the termination
of the Contract. Customer shall be entitled to any currently or future available credits other
than those agreed to by the Parties to be assigned to the ESCO, i.e. utility rebates, or rights
of use associated with the reduction of energy use, particular technologies employed in or
any attributes associated with the Work.

9.9 Certificates
ESCO certifies as follows:

employment practices or prohibiting employment discrimination and unfair labor practices.
ESCO shall not discriminate in the delivery of services against any person who otherwise
meets the eligibility criteria for services, or in the hiring of any applicant for employment nor
shall any qualified employee be demoted, discharged or otherwise subject to discrimination
in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of
their employment because of race, color, national origin, ancestry, age, sex, religion,

9. General Provisions
9.1 Dispute Resolution

Disputes regarding changes in and interpretations of the terms or scope of the Contract and
denials of or failures to act upon claims for payment for extra work or materials shall be
resolved according to the following procedures:

1) All claims by ESCO shall be made in witing and submitted to the Customer fora
written decision.

2) ESCO shall not delay, suspend, or curtail performance under the Contractas
a result of any dispute subject to this section.

1) Performance and payment bonds shall secure 100% of the Contract Price (these
bonds apply only to the Work to be performed, and do not cover any
guaranteed savings)

Any performance and payment bonds shall be maintained in full force and effect by ESCO
until Project Acceptance. Customer agrees that upon Project Acceptance any performance
and payment bonds shall be released and any obligations arising thereunder shall be
terminated. AIA bond forms may be employed.

injury to or destruction of tangible personal property, or to failures of the Work, including the
loss of use resulting therefrom, and is caused, in whole or in part, by any negligent act, error
or omission of ESCO, any consultant or associate thereof, anyone directly or indirectly
employed by ESCO. ESCO shall submit a Certificate of Insurance and policy endorsement
verifying said coverage upon execution of this Agreement and also any notices of renewals
of such policy as they occur.

8.6 Environmental Impairment Liability Insurance

8. Insurance and Bond Requirements

8.1 Worker's Compensation Insurance
ESCO shall provide during the life of this Contract Worker's Compensation Insurance as
follows:
1) Workers Compensation Coverage A = Statutory Minimum
Employer's Liability Coverage B $500,000 each accident
2) $500,000 disease peremployee
3) $500,000 disease policy

8.2 Comprehensive General Liability