Contractor Initials

Date

EXHIBIT A - SERVICES

STATE OF NEW HAMPSHIRE POWER SUPPLY AGREEMENT

This Agreement is made as of , 2023 between The State of New Hampshire (“State”) and

(“Contractor”) (the State and Vendor is each referred to herein as a “Party”, or collectively as the “Parties”), both of which enter into this Agreement making each Party legally bound to agree as follows, all subject to satisfaction of the contingency set forth in Section 1 below:

1. SCOPE OF AGREEMENT

Contractor is a Competitive Electric Power Supplier. The Contractor shall sell and provide to the State EPS to the Point of Delivery for the Accounts, and the State shall exclusively purchase (solely for consumption of all such Accounts) and cause to be received from the Contractor, all required EPS during the Term.

All transactions herein shall be made in accordance with this Agreement and RFP 2023-357. During the Term of this Agreement, Contractor reserves the right to manage the State's load under applicable rules and regulations of

ISO-NE, including, without limitation, the supplying and/or settling of such load. The State shall also agree to execute and deliver any documents or instruments requested by Contractor for submission to ISO-NE or the LDC in connection with such load management.

2. DEFINITIONS

• Accounts - The electricity accounts comprising MWhs annually and listed in the Attachment A of RFP

2023-357.

• Agreement - This legally binding contract, made up of this Power Supply Agreement, the documents listed in

Section 5.1 hereof, and/or existing or future Amendments mutually agreed upon by all Parties.

• Annual Excess Usage Payment – The payment determined annually as defined in Exhibit B, Section 1.2.

• Annual Deficiency Usage Payment – The payment determined annually as defined in Exhibit B, Section 1.2.

• Annual Usage Adjustment Payment – The payment determined annually as defined in Exhibit B, Section 1.2.

• Business Meters - The billing non-residential electric meters of the LDC located at the States’ facilities as listed in Attachment A.

Commission or PUC – means NH Public Utilities Commission

• Competitive Electric Power Supplier (CEPS) - A certified (registered with the NH Public Utilities Commission as such) supplier approved to conduct business within the Local Distribution Company’s territory which the

Business Meters are located.

Contract Price - The unit cost, expressed in $/kWh as set forth in the Contractor’s Schedule of Rates submitted as part of this Agreement. This shall include the energy costs and all Regulated Charges as defined within RFP

2023-357 and excludes all Distribution Charges and Winter Reliability Program Charges, which shall be passed

–through to, and paid by, the State.

• Contract Value - means, as of the Early Termination Date, the product of (a) the Price as applicable through the

Expiration Date, and (b) the volume of electricity, based on historical usage, which would have been delivered through the Expiration Date had the Agreement (in whole, or in part as to any affected Accounts) continued effective through the Expiration Date.

• Deficient Usage - Defined in Exhibit B, Section 1.2.

• Distribution Services – The delivery of EPS to the State by the LDC.

• Distribution Tariff or Charges - Those charges payable to the LDC by the State (outside of this contract) for the delivery of the EPS.

• Early Termination Date – Defined in Section 8.6 of the Special Provisions.

• Early Termination Fee – Defined in Section 8.6 of the Special Provisions.

• Electric Power Supply ("EPS") - the delivery of full requirements electric power supply including energy, capacity and ancillary services. The expected quantity of EPS is stated on Exhibit B Contract Price/Payment

Terms.

• Excess Usage - Defined in Exhibit B, Section 1.2.

• Expiration Date - Defined in Section 3.1 hereof.

• FERC – The Federal Energy Regulatory Commission.

• Firm Power – Power or power producing capacity intended to be available at ALL times during the term covered by this agreement, except as prevented by Force Majeure or the other Party’s default under this agreement.

• ISO-NE - Independent System Operator of New England, Inc. or its successor.

• kWh - Kilowatt hour, a unit of energy equal to 1 kilowatt (kW) of power used for one hour.

• Law - any law; rule; regulation; ordinance; statute; judicial decision; administrative order; ISO operating guideline or protocol; LDC or ISO-NE tariff; market rule; operating protocols; nodal or zonal definitions; rule of a public utilities commission, public service commission, or similar state commission or agency having jurisdiction over Utilities and the electricity distribution system of the State in which the Accounts are located.

• Local Distribution Company (" LDC or Utility") - the local electricity distribution company owning and

/or controlling and maintaining the distribution system required for delivery of electricity to the Accounts.

• LDC Delivery Charges - means those recurring and non-recurring charges payable to the LDC in connection with transmission and distribution of electricity pursuant to this Agreement including, without limitation, all charges allowed or required by the New Hampshire Public Utilities Commission, NEPOOL, or any other governmental or regulatory authority or any third party. Examples of non-recurring LDC Delivery Charges include those arising from a move-in or switch, such as: special meter reads; service connection, disconnection, or reconnection fees; and meter tampering charges.

• Market Value - means, as of the Early Termination Date, the product of the: (a) the volume of electricity that would have been delivered through the Expiration Date had the Agreement (in whole, or in part as to any affected Accounts) continued effective through the Expiration Date; and (b) the lower of (i) the actual price(s)

(or forecasted, if necessary) of wholesale electric service to Contractor under the CPS Agreement or (ii) the market price(s) at which such electricity are commercially available to Contractor. In determining Market

Value, Contractor may consider, among other things, settlement prices of applicable NYMEX power futures contracts, quotations from leading dealers in energy swap contracts and other bona fide offers from parties participating in the wholesale and/or retail power markets, which may include Contractor and/or its affiliates, all as commercially available to Contractor and all as adjusted for a term ending on the Expiration Date, and accounting for any differences in transmission costs and volume, and applicable retail pricing adjustments.

• NEPOOL - The New England Power Pool or its successor.

Pass-Through Charges – means (a) LDC Delivery Charges, (b) Winter Reliability Program Charges, and (c) costs and charges arising from a change in Law under Exhibit B, Section 1.4.

• Point of Delivery - The point(s) of interconnection between the NEPOOL Pool Transmission Facilities (PTF) and the non-PTF facilities of the LDC in the NEPOOL zone in which each Business Meter is located.

• Price - The unit price, expressed in $/kWh, as set forth in Exhibit B, Contract Price/Payment Terms included as part of this Agreement.

• Schedule of Rates - The information set forth in Appendix A.

• Start Date – Defined in Section 3.1 hereof.

• Taxes - Any and all ad valorem, energy, transmission, utility, gross receipts, sales, use, consumption, excise, transaction, and other taxes, including new taxes which become applicable to this Agreement after the commencement of the Term, governmental charges, fees, or assessments, or increases therein, other than taxes based on Contractor’s income or taxes levied on Contractor’s real or personal property.

• Term - The duration, beginning on the Start Date and ending on the Expiration Date, during which Contractor delivers EPS to the State under this Agreement, as set forth in accordance with Section 3.1 and/or adjusted pursuant of Section 3.2. The Term shall include any Holdover Period.

• Weighted Average LMP - The weighted-average of the Day-Ahead Locational Marginal Price for the applicable congestion zone (adjusted to a per kWh basis). The usage of the State’s Accounts shall be used to determine such weighting.

3. TERM

3.1 START / END DATE: This Agreement and all obligations of the Parties hereunder, shall become effective as of the date hereof. Contractor’s EPS in respect of each Account shall begin on the first meter-read date of the first such Account on or after July 1, 2023 (‘Start Date’) and, subject to the remainder of this Section

3.1, shall expire on the first meter-read date of the last such Account after June 30, 2024/2025/2026 (“Expiration

Date”). If there is no mutual agreement to extend beyond the Expiration Date and the State has not actively switched service for the Accounts to another Competitive Electric Power Supplier or to the LDC, this Agreement shall remain effective after the Expiration Date on a month-to-month basis (the “Holdover Period”) until this

Agreement is terminated.

3.2 TERM ADJUSTMENTS: The delivery of EPS pursuant to this Agreement will begin on the Start Date and will end on the Expiration Date, subject to the Section 3.1 and provided that all requirements of this Agreement are met. Contractor shall use commercially reasonable efforts to promptly enroll the Accounts with the LDC in accordance with the intended Start Date, and the State will reasonably cooperate with Contractor’s efforts to perform such enrollment. Contractor will not be held liable to the State for delay or failure in enrolling any

Account if such delay or failure was due to any cause beyond Contractor’s sole control.

3.3 TRANSFER OF OWNERSHIP: The Contractor shall be responsible to deliver the EPS, in compliance with the requirements of ISO-NE and NEPOOL, from the NEPOOL Transmission Facility (PTF) to the non-PTF

“Point of Delivery” for distribution to the State. The distribution beyond the “Point of Delivery” shall be the responsibility of the LDC under the LDC's applicable tariffs. With respect to each Account, ownership of, and risk of loss with respect to the EPS will transfer to State at the Point of Delivery.

3.4 ADDING AND/OR DELETING ACCOUNTS: Subject to the Contractor’s written consent and Section

4.2 below, the State may add to, and/or delete, Accounts from EPS under this Agreement. In order to do so, the

State shall provide Contractor at least thirty (30) days’ advance written notice prior to the intended start or end month. If Contractor so consents, the Parties will execute an amended Attachment A indicating the Accounts added and/or deleted.

4. MISCELLANEOUS

4.1 WARRANTIES: Contractor warrants (a) it has good title to all electricity delivered, (b) it has the right to sell the electricity to the State, and (c) the electricity will be free from all liens, encumbrances and all applicable

Taxes that are imposed prior to passage of title. CONTRACTOR EXPRESSLY DISCLAIMS ALL

WARRANTIES REGARDING THE QUALITY OF ELECTRICITY DELIVERED TO THE STATE

PURSUANT TO THIS AGREEMENT, WHETHER WRITTEN, ORALLY EXPRESSED, OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE.

4.2 LIMITATION ON LIABILITY: Unless otherwise expressly provided herein the following shall apply:

Any liability (including liability for indemnity) under this Agreement will be limited to direct actual damages as the sole and exclusive remedy. Neither Party will be liable for consequential, incidental, special, punitive, exemplary or indirect damages, including lost profits or other business interruption damages, whether in tort or contract, under any indemnity provisions or otherwise in connection with this Agreement. Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of the sovereign immunity of the State, which immunity is hereby reserved to the State. This covenant shall survive the termination of this

Agreement.

5. STATEMENT OF CONFIRMATION

5.1 AGREEMENT TO TERMS AND CONDITIONS: The Parties, indicated by the signatures below, affirm that they have read this Agreement in its entirety and agree to the terms and conditions contained herein. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring either

Party by virtue of the authorship of any of the provisions of this Agreement. The priority of documentation is as follows:

This Agreement consists of the following documents in order of precedence:

(a) State of New Hampshire P-37 Terms and Conditions, General Provisions

(b) Exhibit A, Scope of Services

(c) Exhibit B, Contract Price/Payment Terms

(d) Exhibit C, Special Provisions

(e) Attachment A, Account and Usage Information

(f) Department of Administrative Services RFP 2023-357, Firm Electric Supply, including all addendums incorporated here within.

Except to the extent otherwise explicitly provided in this Agreement, no amendment to this Agreement, including the Schedule of Rates, will be valid or allowed, except by way of an amendment executed by both Parties.

EXHIBIT B – CONTRACT PRICE/PAYMENT TERMS

PRICING –SCHEDULE OF RATES:

1.1 CONTRACT PRICE The State shall purchase approximately MWh of electricity on an annual basis.

Electricity or EPS shall be purchased for the accounts listed in Attachment A for an all-inclusive fixed price of

$0.0xxx per kWh with no distinction between on-peak and off-peak power. For EPS, each month the State shall pay Contractor (directly or through LDC billing) the sum of: (a) the product of electricity usage for the Accounts during the billing cycle and the fixed unit cost of $0.0xxx per kWh.

The Contract Price shall include physical line losses associated with the delivery of energy to the State on the

NEPOOL Transmission Facilities (PTF) and on the transmission and distribution system of the LDC. The monthly payment by the State, as described above and in Section 2 below, shall constitute complete payment for the EPS supplied by the Contractor during the billing period stated on the State’s monthly bill.

In addition to the fixed cost per kWh listed above, the Contractor shall have the right to pass through with no additional mark up the winter reliability charges. Such additional amounts shall be included in subsequent invoices to the State.

In addition to the unit price for electricity listed above the State shall pay the Contractor the Holdover Price during any Holdover Period.

Further, the Parties shall settle the Annual Usage Adjustment Payment as further described below in section 1.2, if any, on December 15 each year after the first year of EPS hereunder.

1.2 ANNUAL ADJUSTMENT FOR USAGE: If, for all Accounts (with usage netted and after Attachment A has been adjusted to take into consideration any added and/or deleted Accounts), actual annual kWhs of usage

(beginning with the month July 2023) exceeds 125% of the annual contract amount (the excess usage above

125% being referred to as the “Excess Usage”), then the State will pay Contractor for all Excess Usage a per unit price equal to 125% of the Weighted Average LMP for such annual period (the “Annual Excess Usage

Payment”). Such payment shall be settled on or before December 15 of each year following the annual period.

If, for all Accounts (with usage netted and after Attachment A has been adjusted to take into consideration any added and/or deleted Accounts), actual annual kWhs of usage (beginning with the month July 2023) falls below

75% of the annual contract amount (the deficient usage below 75% being referred to as the “Deficient Usage”), then the State will pay Contractor for all Deficient Usage a per unit price equal to the positive difference, if any, between (a) the Price minus (b) 75% multiplied by the Weighted Average LMP for such annual period (the

“Annual Deficiency Usage Payment”). Such payment shall be on or before December 15 of each year following the annual period. Further, such payment shall be in addition to the State paying Contractor the Price for all actual usage of the Accounts.

The Annual Excess Usage Payment and the Annual Deficiency Usage Payment shall be referred to as the

“Annual Usage Adjustment Payment” hereunder.

1.3 DISTRIBUTION SERVICES AND TARIFFS: The State shall be responsible for all LDC Delivery

Charges. LDC Delivery Charges are not included in the Price.

1.4 CHANGES IN LAW: If any existing Laws are revised, or if there is a change to the way such Laws are interpreted by the LDC, ISO-NE, NEPOOL, FERC, or other state or governmental agency or court having jurisdiction, or if any new Laws are enacted that effect electricity costs, the Contractor shall have the right to pass on the cost increase to the State without any additional mark-up as a Pass-Through Charge. Such additional amount(s) will be included in subsequent invoices to the State. Any decreases in amount(s) shall be passed onto the State. A “change”, as used above, also includes, without limitation, any amendment, modification, nullification, suspension, repeal, or finding of unconstitutionality or unlawfulness. The State shall be notified in writing at least thirty (30) days prior to Contractor imposing an increase in Pass-Through Charges resulting from such change in Law. The State shall have no right to terminate this Agreement based on any such change in

Law.

2. BILLING, PAYMENT, AND REPORTING REQUIREMENTS

2.1 METERING: Metering of EPS sold to the State pursuant to this Agreement shall be the responsibility of the

LDC in accordance with the LDC's terms and conditions applicable to delivery of the EPS. Electricity usage for the Accounts shall be the usage reported by the LDC or, without such reported usage, usage estimated by the

Contractor. The State shall execute any documentation required by the Contractor to obtain information from the

LDC regarding the State and/or the Accounts.

The Contractor and the LDC will participate in electronic data transfer if necessary to provide information for monthly billing.

The State shall pay the LDC by ACH within 30 days of receipt of a properly documented invoice.

Service Start Date Report: The Contractor will be required to provide written notification of the expected service start date for the account. This notification will be due to Enel X by the date listed in the Procurement Schedule.

Monthly Electronic Summary Report: Enel X requires a monthly digital summary from the Contractor containing the following information by account number: service start date, service end date, total consumption, and total charges by the Contractor. The monthly digital summary from the Supplier must adhere to the “Payment

Instructions” document. The summary will be in Microsoft Excel spreadsheet template and accompany or precede payment of monthly fees.

2.2 BILLING: The billing of Contractor’s charges will take place through the LDC for each account number listed in Attachment A. Billed through the LDC, the Contractor shall be responsible for the cost, if any, of such

LDC billing services. The State shall attempt to pay the LDC by the due date indicated on the LDC billing statement to avoid late charges imposed in accordance with the LDC’s rules. Statements for multiple account numbers shall not be combined. The State expects to receive individual statements for each electric account number. If it is determined that the State has overpaid Contractor any amount(s), Contractor shall promptly refund such amount to State or provide a credit for such amount on State’s next invoice. Any statement shall be final unless adjusted or questioned by either party within one (1) year after the issuance of the invoice.

2.3 REPORTING:

The Seller shall comply with one of the three following options, listed in preferential order of the State of NH:

1. Supply the State with weekly or more frequent access to electronic data that reflects the information reported on account invoices that have been generated since the previous report. This can be provided as a download from the supplier website or delivered to the State of NH via email or FTP site.

2. Provide the State of NH with access to a web portal that contains information on all accounts included in the contract. Information shall include up to date usage data including account number, energy consumed, period dates, and amount billed.

3. Supply the State of NH with periodic reports or spreadsheets that include account numbers and kWh purchased for each account for the period covered by the report. It may also include kWh purchased year to-date for each account, total kWh year-to-date, projected kWh year-to-date based on full contract amount, and total cost year-to-date.

EXHIBIT C – SPECIAL PROVISIONS

The following will replace the corresponding provisions in the P-37, General Terms and Conditions:

1. Replace 3. EFFECTIVE DATE/COMPLETION OF SERVICES with the following:

3.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the approval of the

Commissioner of Administrative Services, this Agreement, and all obligations of the parties hereunder, shall not become effective until the date the Commissioner of Administrative Services approves this Agreement (“Effective

Date”). The State shall give such notice of whether to proceed on or before 3:00 p.m., Concord, NH time, on June

13, 2023. Notwithstanding any provision to the contrary in this Agreement, if no such approval is given by such time, this Agreement shall terminate automatically and neither party will have any liability whatsoever to the other.

3.2 If the Contractor commences the Services prior to the Effective Date, all Services performed by the Contractor prior to the Effective Date shall be performed at the sole risk of the Contractor, and in the event that this

Agreement does not become effective, the State shall have no liability to the Contractor, including without limitation, any obligation to pay the Contractor for any costs incurred or Services performed, Contractor must complete all Services by the Completion Date specified in block 1.7

2. Replace Section 4. CONDITIONAL NATURE OF AGREEMENT with the following:

4. APPROPRIATIONS. Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation of funds, and in no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduction or termination of appropriated funds, the State shall have the right to withhold payment until such funds become available, if ever, and shall have the right to terminate this Agreement immediately upon giving the Contractor notice of such termination,

3. Replace Section 5. CONTRACTPRICE/PRICE LIMITATION/PAYMENT with the following:

5.1 The Contract Price, method of payment, and terms of payment are identified and more particularly described in Exhibit B - Contract Price/Payment Terms.

5.2 Except as otherwise expressly provided in this Agreement, the payment by the State of the Contract Price shall be the only and the complete reimbursement to the Contractor for all expenses, of whatever nature incurred by the Contractor in the performance hereof, and shall be the only and the complete compensation to the

Contractor for the Services. The State shall have no liability to the Contractor other that the Contract Price.

4. Replace Section 8. EVENT OF DEFAULT/REMEDIES with the following:

8. EVENT OF DEFAULT/REMEDIES.

8.1 Any one or more of the following acts by a Party shall constitute an event of default hereunder (“Event of

Default”):

8.1.1 material failure by Contractor to provide EPS satisfactorily or on schedule however, the State acknowledges that Contractor is not the LDC and does not control power lines and the State further acknowledges that power not being on is not Contractor’s failure, therefore, not an Event of Default ;

8.1.2 failure by Contractor to submit any material report required hereunder;

8.1.3 failure by either party to perform any other material covenant, term of condition of this Agreement;

8.1.4 failure by the State to pay any amount due hereunder by the applicable due date; and /or

8.1.5 failure by the State to accept EPS with respect to one or more Accounts.

8.2 Upon the occurrence of any Event of Default, the non-defaulting Party may take any one, or more, or all, of the following actions in addition to Section 8.6 below and subject to Section 8.5 below:

8.2.1 give the other Party written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) days from the date of the notice, and if the

Event of Default is not timely remedied; terminate this Agreement, effective two (2) days after giving the defaulting party notice of termination;

8.2.2 give the other Party written notice specifying the Event of Default and suspending all payments or services, as applicable, to be made under this Agreement;

8.2.3 set off against any other obligations, if any, the non-defaulting Party may owe to the defaulting Party any damages the non-defaulting Party suffers by reason of any Event of Default; and/or

8.2.4 treat the Agreement as breached and pursue any of its remedies at law or in equity, or both.

8.3 If in the judgment of the State the Contractor’s default is not substantial to require termination at that time, and the Contractor is not curing the default, and the default is capable of being cured by another resource without unduly interfering with Contractor’s continued performance, the State may at its discretion provide or procure services reasonably necessary to cure the default, and Contractor shall reimburse the State for the reasonable cost of such services. Contractor must cooperate with the State and resources in any such efforts to cure the default.

8.4 No remedy conferred under the Agreement is intended to be exclusive of any other remedy, and each remedy is cumulative and in addition to every other remedy in the Contract. The State’s election of any or more remedies shall not constitute a waiver of it right to pursue other available remedies.

8.5 The Contractor’s and the State’s monetary liability to each other shall not exceed the total Contract Value of the Effective Date. This limitation shall subject to Section 4.2 of Exhibit A, but not include the Contractor’s indemnification obligations under Section 13 of these Special Provisions and the following:

(a) death, bodily injury or damage to real or personal property;

(b) misappropriation or infringement of any intellectual property including but not limited to any patent or copyright or any unauthorized use of any trade secret:

( c) third party loses accruing to the other Party’s third party vendors, subcontractor, materials, laborers or another person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of the Agreement:

(d) personal injury;

(e) disclosure of confidential information; and

(f) failure to meet any applicable statues, regulations codes, or guidelines.

8.6 If the State terminates this Agreement when Contractor is not subject to an Event of Default, (the date of any such event being an “Early Termination Date”), Contractor may, at is sole option, terminate their Agreement, pursue all rights and remedies available to the Contractor as set forth herein, and pursue those available to the Contractor both in law in in equity. Without limiting all damages to which Contractor may be entitled recover, the State shall, in any such case, pay Contractor the positive difference between Contract Value and

Market Value, subject to Section 8.5 above (the “Early Termination Fee”). The Early Terminate Fee shall be paid to Contractor within twenty (20) business days after the date on which the Contractor advises the State of the amount due. This provision shall not apply if the State’s appropriation is reduced or eliminated as provided in Section 4 of these Special Provisions.

8.7 Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of the sovereign immunity of the State, which immunity is hereby reserved to the State, This covenant shall survive the termination of the Agreement.

5. Delete Section 9. TERMINATION.

6. Replace Section 12 ASSIGNMENT/DELEGATION/SUBCONTRACTS with the following:

12. ASSIGNMENT/DELEGATION/SUBCONTRACTS. The Contractor shall not assign, or otherwise transfer any interest in this

Agreement without the prior written consent of the N.H. Department of Administrative Services, which consent shall not be unreasonably withheld. The State shall not assign or otherwise transfer any interest in this Agreement without the prior written consent of the Contractor, which consent shall not be unreasonably withheld.

The assignment or transfer of any rights under this Agreement shall be effective when the assignee or transferee agrees in writing to assume all of the obligations of the assignor or transferor and to be bound by all of the provision and conditions of this Agreement, which consent shall not be unreasonably withheld. This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any assignment in violation of this Section shall be void.

In the event the Contractor should change ownership for any reason whatsoever, the State shall have the option of continuing under the contract with the Contractor or its successors or assigns for the full remaining term of the

Contract; continuing under the Contract with the Contractor or its successors for such period of time as determined necessary by the State; or immediately terminating the Agreement without penalties, fees or legal action including, but not limited to the Early Termination under Section 8.6 of these Special Provisions.

7. Replace Section 13. INDEMNIFICATION with the following:

Page 10 of 9 Contractor Initials

13. INDEMNIFICATION. The Contractor shall defend, indemnify and hold harmless the State, its officers and employees, from and against any and all third party claims, liabilities or penalties asserted against or suffered by the State, its officers and employees on account of, based or resulting from, arising out of (or which may be claimed to arise out of) the negligent acts or omissions of the Contractor with respect to the distribution or consumption of electricity before the Point of Delivery.

8. Replace Section 14. INSURANCE with the following:

14. INSURANCE.

14.1 The Contractor shall, at its sole expense, obtain and maintain in force, and shall require any subcontractor or assignee to obtain and maintain in force, the following insurance:

14.1.1 comprehensive general liability insurance against all claims of bodily injury, death or property damage, in amounts of not less than $250,000 per claim and $1,000,000 per incident and no less than $1,000,000 in excess/umbrella liability each occurrence.

14.2 The policy described in subparagraph 14.1 herein shall be on policy forms and endorsements approved for use in the State of New Hampshire4 by the N. H. Department of Insurance, and issued by insurers licensed in the

State of New Hampshire.

14.3 The Contractor shall furnish to the Contracting Officer identified in block 1.9, or his or her successor, a certificate(s) of insurance for all insurance required under this Agreement. Contractor shall also furnish to the

Contracting officer identified in block 1.9, or his or her successor, certificate(s) of insurance for all renewals(s)of insurance required under this Agreement no later than fifteen (15) days prior to the expiration date of each of the insurance policies. The certificate(s) of insurance and any renewals thereof shall be attached and or incorporated herein by reference. Each certificate(s) of insurance shall contain a clause requiring the insurer to endeavor to provide the Contracting Officer identified in block 1.9, or his or her successor, no less than ten (10) days prior written notice of cancellation or modification of the policy.

9. Replace 16. WAIVER OF BREACH with the following:

16. WAIVER OF BREACH. No failure by a Party to enforce any provisions hereof after any Event of Default shall be deemed a waiver of its rights with regard to that Event of Default, or any subsequent Event of Default. No express failure to enforce any Event of Default shall be deemed a waiver of the right of the State to enforce each and all of the provisions hereof upon any further or other Event of Default on the part of the other Party.

10. Add the following section:

27. FORCE MAJEURE. A “Force Majeure” event or circumstance shall be one in which a Party is prevented from performing and in not within the reasonable control of either party or the result of the negligence of either Party including, but not limited to, acts of God; strikes; black outs; riots; acts of wear; civil disturbance; sabotage; facility failure; curtailment, disruption, or interruption of distribution, transmission, or supply; declaration of emergency by the

Utility or ISO; regulatory or legislative action; action or restraint by court order of governmental authority; epidemics;

acts of Government; fire; nuclear accidents; earthquakes; unusually severe weather. If either Party is rendered unable by Force Majeure to carry out, in whole or part, its obligations under this Agreement, such Party shall give notice and provide full details of the event to the other Party in writing as soon as practicable after the occurrence of the event.

During such Force Majeure period, the obligations of the Parties (other than the obligation to make payments then due or becoming due with respect to performance prior to the event) will be suspended to the extent required by disaster or emergency. The Party claiming Force Majeure will make all reasonable attempts to remedy the effects of the Force Majeure and continue performance under this Agreement with all reasonable dispatch,; provided, however, that no provision of this Agreement shall be interpreted to require Contractor to deliver, or the State to receive, electricity at any point other than Point of Delivery. Force Majeure shall not include ether Party’s decision to shut down, sell or relocate its facilities.