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Johnson Wp Aa

Controls
TOWN NO. CUSTOMER NO. JOB NO. PO NO, ESTIMATE NO.
COMMERCIAL SALES AGREEMENT O069-MANCHESTER 106921569 1-68XR41R
NH
DATE: 8/17/2021
Johnson Controls Security Solutions LLC (“Johnson Nashua Transit Garage
Controls") dibfa: Nashua Transit Garage
Christopher Lowe (‘Customer’)
35 Progress Avenue, Customer Billing Information Customer Premises Serviced
Nashua, NH 03062 229 Main St, 11 Riverside Sttransit Garage,
Tele. No, Nashua, NH 03060 Nashua, NH 03062
Attn: Attn: Nick Miseirvitch
Tete. No. Tele. No. (603) 589-3305

This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC (“Johnson Controls”) effective as of the date signed by Customer. By entering
into this Agreement, Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement. The Equipment and/or Services, collectively the System(s}
covered under this Agreement is/are listed in the attached Schedule(s} of Protection / Scope of Work (“SOW"}.

|. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE:

{a} Hazardous Substance Checklist and Customer Letler (e} State Specific Forms, if applicable (e.g., local permit applications)
(b} Scope of Work / Schedule/s} of Protection (} Customer Installation Acceptance Form (specific to Equipment/Services purchased)
ic} Terms and Conditions {g} If mulbple locations, see attached schedule

(d) Additional Terms and Conditions

I, CHARGES AND FEES; TAXES:

a. Equipment Installation. Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable “Fees* and
“Taxes” as defined below (“Installation Charge’). Upon acceptance of this Agreement, Customer will pay to Johnson Controls the Installation Deposit Amount set forth in the Scope of Work/Schedule
of Protection. Johnson Controls may invoice Customer for progress bilings based upon Equipment and/or System components delivered or stored, and/or Services performed before completion of
the SystenvEquipment installation, activation of the System, connection to the CMC, ar any other Service(s}. All outstanding Installation Charges and/or Fees shall be due and payable upon
completion of the installation of the Equipment/System and as a precondition to activation of System and, if applicable, connection to Johnson Controls Central Monitoring Center CMC") or any
other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must he agreed te by Johnson Controls and Customer in
writing and may be subject to additional charges, fees and/or taxes. Any equipment ordered by Customer by e-mail or telephone order shall be subject te terms and conditions of the Agreement and
may be subject to shipping, handling, and/or restocking fees. Until Customer has paid Johnson Controls the Installation Charge and Fees, and Taxes in full, Customer grants to Johnson Controls a
security interest in the Equipment and all the proceeds thereof to secure such payment.

b. Services. Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection (the “Annual Service Charges"), payable in advance on a(n) Quarterly basis
plus applicable Taxes for 5 year(s) (the “Initial Term’) effective from the dale such Service is operative under this Agreement. After the Initial Term this Agreement shall automatically renew on afan
Annual basis. Johnson Controls will provide Customer with notice of any adjustments in the Charges, Fees and/or Taxes applicable to the renewal period no later than forty-five (45) days prior to the
commencement of the renewal period. Unless terminated by either party upon written notice at least thirty (30) days prior to the anniversary date, the adjusted Charges, Fees and/or Taxes will be the
Charges, Fees and/or Taxes for the renewal period. Johnsen Controls shall have the right to increase Annual Service Chargefs) after one (1) year and may increase prices upon notice to Customer
to reflect increases in material and labor costs. For termination prior {o the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s} rendered
prior to termination 90% of the Anaual Service Charges) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty.

c. Other Charges. Customer agrees to pay any assessments, laxes, fees or charges imposed by any govemmental body, telephone, communication, or signal transmission company such as false
alarm, permitting or connection fees, or administration fees or service charges assessed by Johnson Controls related to AH.) requirements and/or changes to applicable laws, the need to reprogram
alarm controls/devices to comply with area code, signal transmission, numbering or other changes relating to the installed Equipment and/or Service(s) provided under this Agreement ("Fees").
Customer is solely responsible to pay all applicable sales, use and/or similar taxes imposed by any taxing or governmental authority on the Equipment, System and/or Services provided hereunder
(“Taxes”) unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriale laxing authority. If Customer fails to provide a valid tax exemption certificate,
Customer shall remain liable for the payment of any such Taxes until paid in full,

d. Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice, Disputed invoices must be identified in writing within twenty-one (21) days of the date of invoice. Payment of
any disputed amounts is due and payable upon resolution. Payment i a condition precedent to Johnson Controls’ obligation to perform Services under this Agreement. Charges for Equipment and
material covered by this Agreement do not include any amounts for changes in tariffs, duties or other similar charges imposed and/or enacted.

I, ENTIRE AGREEMENT; CUSTOMER ACCEPTANCE: This Agreement, together with ali of its written Amendments, Riders, Scope of Work and/or Exhibits, constitutes the entire agreement
between the Customer and Johnsen Controls relating fo the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings. The terms and
conditions of this Agreement will prevail over any conflicting, inconsistent or additonal terms andéor conditions contained in any purchase ofder, agreement, or other document issued by Customer. In
signing this Agreement, Customer is not relying on any advice, advertisements, or oral representations of Johnson Contro’s and agrees to be bound to the terms and conditions contained in all the
pages of the Agreement. Customer agrees that any representation, promise, condition, inducement or warranty, express or imptied, not included in this Agreement will not be binding upon Johnson
Controls, and thal the terms and conditions in this Agreement apply as printed without alteration or qualification, except as specifically modified by a written agreement signed by Johnson Controls
and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional cost to the Customer and any
such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Custamer’s failure to accept and sign this Agreement within ninety {90} days of the date
shown above may result in price increases. Customer acknowledges that: (a) Johnson Controls has explained the full range of protection, equipment, and services available to Customer; (b)
additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer; {c) Customer desires and has contracted for
only the Equipment and/or Service{s} itemized in thi

Johnson Wo

Controls
COMMERCIAL SALES AGREEMENT

IF MAINTENANCE SERVICE IS DECLINED, CUSTOMER MUST INITIAL
HERE

JOHNSON CONTROLS SECURITY SOLUTIONS LLC

Presented by: Chstapsher Lo tre.

(Signature of Johiison Controls Sales Representative)

Sales Agent: Christopher Lowe
Sales Representative Registration Number (if applicable}:

UNTILL

TOWN NO, CUSTOMER NO. JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER 406921569 1-68XR41R
NH

IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTEO, CUSTOMER MUST INITIAL
HERE

CUSTOMER:

Accepted By:

(Signature of Customer's Authorized Representative)

(Name Printed)
Title:

Date Signed:

CUSTOMER APPROVAL:

Please check the applicable box indicating Customer Purchase Order (PO) Requirements:

CNo Po Required CO Single PO Required for Initial Term [Jannual PO Required LIANSC PO Required Yearly

ANSC = Annual Service Charge

(Remainder of Page Left Intentionally Blank]

e-Form 8880UE01 {07/2021}

Page 2 of 9
© 2021 Johnson Controls. All Rights Reserved

Johnson Wo

Controls
COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER, 106921569 1-68XR41R
NH

SCOPE OF WORK / SCHEDULE OF PROTECTION

NW. SCOPE OF WORK / SCHEDULE OF PROTECTION ("SOW"): Johnson Controls agrees to install or cause to be installed the Equipment and fumish the Service(s}, collectively, the System,
on the terms and conditions set out in this Agreement.

A. Ownership of System and/or Equipment: Direct Sale {equipment to become property of the Customer upon payment of Installation Charges and Fees in full).

B. Services to be Provided ("Services")

Alarm monitoring and Notification Services: Burglar Alarm Monitoring PROVIDED,1 Phone Line Monthly Dialer Test No Backup Services
PROVIDED

Video Surveillance Services: No Service Selected

Managed Access Control Services: No Service Selected

Video Equipment: No Service Selected

Maintenance Service Plan; Preventive Maintenance/Inspection: Essential Maintenance PROVIDED

Additional Services: No Service Selected

C. Equipment to be Installed ("Equipment"): Johnson Controls will install, or cause to be installed, the Equipment (or equivalent}, as set forth in this SOW in Customer's designated facility(ies).
As used herein, “installation” means: (i) affixing all Equipment and materials provided by Johnson Contrels al such iocations within the facility(ies} as are designated by Customer; (ii) providing
and pulling cablesiwires required to connect the Equipment to Customer's Communications Facilities and making such connections; (iii}, in the case of a Digital Communicator installation,
mount Equipment and plug into RJ31X phone jack previously installed by Customer: (iv) in the case of radio installation, mount radio Equipment and program Equipment with number fumished
by Customer; {v) providing and installing software/firmware required by the Equipment: (vi) performing testing as required to establish that the Johnson Controls Equipment is connected, is
functioning according to its specifications, and is communicating over Customer's Communications Facilities: and (vil) providing user-level training to Customer's designated representative in
the use of such Equipment,

D. CHARGES AND ESTIMATED TAX:
1. Installation Charge:

Instalaon Charge Amount: | $0.00
s Estimated Tax(es): -_ i; $0.00
[TOTAL INSTALLATION CHARGE: $0.00

| installation Beposit Amount: _ $0.00 |

2. Annual Service Charge:

| parol Service Charge Amount: $480.00 |
i + Estimated Taxes): $0.00
[TOTAL ANNUAL SERVICE CHARGE: $480. 00 |

*Tax value shown is estimated and may differ from the actual tax value that will be on the invoice.

E. Scope of Work: This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and
of no effect.

Contact Information: Nick Miseirvitch, 603-589-3305, miseirvitchn@nashuanh.gov
System Operation: Contract renewal

Programming Info:

Site Conditions:

Existing Equipment:

Customer Expectations

Training Expectations:

General Comments:

Customer Responsibilities / Johnson Controls Exclusions:

Documentation Needs:

Contract Notes -

@-Form 8860UE01 (07/2021) Page 3 of9
© 2021 Johnson Controls. All Rights Reserved

_ __TERMS AND CONDITIONS
|TERMS AND CONDITIONS

Vv. Customer and Johnson Controls agree as follows:

‘A, ‘Services.

A 1. Central Station Signal Receiving and Notification ("Alarm Monitoring’) Services. 1. Hf an n alan signal registers at Johnson Controls’ alarm monitoring center (“CMC”), Johnson Controls
| will endeavor to notify the appropriate Police or Fire Department and if required by local law, the Customer's designated representative. If a burglar atarm signal or fire signal registers at

| Johnson Controls’ CMC, Johnson Controls at its sole discretion may endeavor to contact the Customer's premises by telephone to verify that the alarm is net false. Failing to contact the

| Customer promptly or questioning the nature of the response received upon such contact, Johnson Controls shall endeavor to notify the appropriate Police/Fire Department. ifa

| supervisory or ouble signal registers al Johnson Controls’ CMC, Johnson Controls will endeavor to nolify the Customer's designated representative. 2. If Customer has purchased alarm
monitoring service that requires Police, Fire, Guard Response, or Medical Emergency Response/Notification or Two Way Voice monitoring services and such an alam is received al

_ Johnson Controls’ CMC, then Johnson Controls may, in its sole discretion, endeavor either (a) to contact Customer and/or anyone Customer has identified as having authority to act on
Customer's behalf on Customer's Emergency Contact List ("ECL") by telephone or Two Way Voice communication, or (b) use video or audio feed from Customer's premises to confirm that
the alarm is not false. If Johnson Controls fails to contact Customer or someone on Customer's ECL or, # Johnson Controls questions the response received upon such contact, then
Johnson Controls will endeavor to notify the appropriate Police/Fire Department or other emergency response provider. If Guard Response Service is being provided, Johnson Controls will
for ani alarm that requires Police response, endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and, upon

| evidence of an attack, Johnson Controls will endeavor to notify the appropriate Police Department. JOHNSON CONTROLS WILL NOT ARREST OR DETAIN ANY PERSON. Customer
agrees that Johnson Controls will have no liability pertaining to the recording (or failure to record) or publication of any Two Way Voice communications, Intamet, or other Video recordings
of the quality of such recordings, if any. 3. If Supervisory Alarm or Trouble Alarm monitoring services are purchased (or if such services are actively programmed into the System) and such
|an alarm is received by Johnson Controls, Johnson Controls will endeavor to notify Customer's designated representative. 4. If Customer has identified persons on Customer's ECL
authorized to act on Customer's behalf, Johnson Controls will endeavor lo contact such persons before Johnsen Controls endeavors lo notify the Police/Fire Department. 5. The System
may not operate with other companies’ alarm monitoring equipment. If Customer cancels any Services, this incompatibility may prevent Customer from continuing to use the System
Customer understands thal local laws, ordinances or govermmenial policies may restrict and/or limit Johnson Controls ability to provide alarm monitoring and notification services and/or

| Necessitate modified or additional services and expense to Customer. Customer understands thal Johnson Controls may employ any number of current or future industry-recognized

| measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited to, implementation of industry-recognized default settings on alarm
panels including those authorized under ANSI-SIA CP-01-2000; default settings for “swinger shutdown" of specific alarm zones; implementation of “partial clear time bypass” procedures at
Johnson Controls’ CMC; and/or other similar measures emptoyed by Johnson Controls periodically in Johnson Controls’ sole discretion. THESE MEASURES CAN RESULT IN NO ALARM
| SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ACTIVATION UNTIL CUSTOMER MANUALLY RESETS THE ALARM SYSTEM. 6.
Customer understands that, upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Controls, the Potice, Fire Department or ather responding
authority may forcibly enter Customer's premises. 7 Alarm Verification Services. intrusion delection/burglar alarm equipment may require activation of two sensors, or a second activation of
F a single sensor, or activation of a continuous alarm event from a single sensor to meet the requirements of local laws, ordinances or other requirements of the Police Department. Customer
|is solely responsible for operating on-premises bypass of switch units to disconnect or reconnect the alarm sounding or transmitting equipment. 8. 5-Day Familiarization Period. If Customer
| has requested a 5-day “Familiarization Period’ following completion of installation, and if needed, an extension period to enable Customer to become familiar with the system operation,

then during this Familiarization Period Customer agrees that if any signal (including an alarm signal) of any nature registers at Johnson Controls’ CMC, Johnson Controls will not: respond
to any signals, or endeavor to notify any authorities, Customer, or Customer's designated representative(s), or undertake any other action with regard to any signal, whether or not due to an
_ actual emergency event. 9. Direct Connection Service. if such service is available/required in Customer's location a “Direct Connection” may be made to the Customer's Municipal Potice,
Fire Department, or other agency, and signals transmitted by the System will be monitored directly by such Municipal Police, Fire Department, or other agency personnel (collectively,
“Municipal Personnel’), none of whom are agents of Johnson Controls. Johnson Controls does not assume any responsibility or liabitity for the manner in which such signals are monitored
or the response, if any, made by such Municipal Personnel to such signals. 10. Parallel Protection Service. If Customer chooses a Johnson Controls approved celiular back-up service,
en signals may be transmitted to Johnson Controls’ CMC from Customer's premises over a cellular communications network if Customer's primary telephone service is interrupted.

A 2: Communication Facilities. (a) Authorization. To facilitate Johnson Controls’ ability to provide Service under this Agreement, Johnson C Controls may make requests for information,
| service, or equipment in any respect on behalf of Customer to Customer's telephone service provider, wireless camer, or other entity providing communication facililies or services for
| Gansmission of alarm signals {the “TeleCo"). (b) Digital Communicator. Wf a Digital Communicator is used to connect to Johnsen Controls’ CMC, Customer will provide a connection through
a telephone jack to Customer's TeleCo service as required to operate the System, Equipment, or to provide the Service. Such connection will be electrically first before any other telephone |
or Customer equipment, and will be located within 10 feet of the alanm/control panel, Johnson Controls will provide such connection at Customer's request and expense. (c} General.
JOHNSON CONTROLS’ RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, “ALARM SIGNALS") FROM THE EQUIPMENT OR
SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE
| ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR JS
| OTHERWISE DAMAGED, OR IF THE ALARM SYSTEMS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELECO SERVICE OR
| TRANSM

' materials and/or equipment required to maintain/repair the covered Equipment for issues fot covered by the Warranty set forth herein. Customer shall pay for such labor and/or materials

| for such work at Johnson Controls’ then applicable rates. Essential Maintenance will be fumished during Johnson Controls’ “Normal Working Hours” (between 8:00 A.M. and 4:30 P.M.
} | Monday through Friday, except holidays). Essential Maintenance performed outside of these hours is subject to additional charges.

Ad. Testing/Inspections Service CTA"). intentionally left blank - Services have not been purchased. —

lA. 5. Investigator Response Service. Intentionally left blank - Services have not been purchased.
‘A. 6. Select View Managed Video Services/Interactive Video Monitoring Services. Intentionally left blank - - Services have not been purchased.
A 6. 1 VideotAucio Alarm Verification Service/Vi deo Verification, Intentionally left blank - Services have not been purchased. —

‘a. 6.2.Video Guard Tour. tatentionally left blank - Services have not been purchased.
A. 6. 3, Video Escort. Intentionally left blank - Services have not been ‘purchased, }

A 6. 4. Video Assist. Intentionally left biank - Services have not been purchased.

hy 6. 5. Video Audit. intentionally left blank ~ Services have not been purchased. -

fa 6: 6. Outdoor Interactive Video Monitoring Services. Intentionally left blank - Services have not been purchased.
A! .6. 7. Managed Vi Video Portal. Inlentionatly left blank - Services have not heen purchased.

1A 6.8.Unattended Delivery - “Alarm Based Video 20 Monitoring. intentionally left blank - Services have not been purchased.

A 6.9. Unattended Delivery - Live Video Monitoring of Process - Intentionally left blank - Services have not been n purchased.

la: 9. Vision/Vision with Auditing. Intentionally left blank - Service is no longer offered.

A 10, - Hosted Access. Intentionally left blank - Services have not been purchased.

Al 11. Data Hosting/Storage Services. Intentionally left oft blank - Services have not been purchased.

J

‘A. 12. Data Hosting/Storage Services Encrypted. Intentionally left blank - Services have nol been purchased.

lA. 13. Mobile Security Management (MSN) Services. Intentionally deft blank - Services have not been purchased,
A 13. Mobite Security Management (MSM) Services. Intentionally left blank - Services have not been purchased.
‘A 14. Software Support Services - No Upgrades. Intentionally left blank - Services have not been purchased.

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|Ad 15. _ Lynx Network Duress and Emergency Notification System (Lynx System’). Intentionally left blank - Lynx System/Services have not been purchased.

A 16. RFID Tracking System (‘System’) ). Intentionally left blank — RFID Systems have not been purchased.
la. 17. HID SEOS Mobile Credential Service ("Service” ) Intentionally left blank - Service has not been purchased.

Ta. 18. Customer For Life Program (Service” }. Intentionally left blank - Service has not been purchased.

iA 19. “Outdoor Radar Perimeter Protection. Intentionally left blank - System has not been purchased.
‘A. A.20 Selt- -Printing § Service. Intentionally left blank - Service has not been purchased.

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oo aren ee ft ft

‘a, 21, Audio Enabled Devices. intentionally left blank — Equipment has not been purchased
(A22, Proactive Health Services. intentionally left blank - Services have not been purchased.
1A23, Automated Notification. Intentionally left blank - Services have not been purchased

rr 24. Remote Technical Services. Intentionally left blank - Services have not been purchased —

a 25. Anyvision Devices. intentionally left blank - Equipment has not been purchased.

iA 26. WhosOnLocation Service tala feft blank - Services have not been purchased.

‘A ae Cloud Service. tatantionally left blank - Services have nol been purchased,
‘A. 28. Alcatraz Cloud Service, Intentionally left blank - Services have not been purchased.

oe a ES eS

‘A, 28, Alcatraz Cloud Service. Intentionally left blank - Services have not been purchased.
iA. 29, CloudVue Service. Intentionally | left blank - Services have not been purchased.
la 30. Visual Alarm Verification Service. ‘lotentionally left blank - Services have not been purchased.

‘A. J. ‘Halo Smart Sensor System. Intentionally ieft blank - System have not been purchased.

rr 32. Embedded Resource Services. Intentionally left blank - Service have nct been purchased.

separate Rider that wil be attached to and incorporated as part of this Agreement: (a) Select Link - Immediate Response Information System (IRIS) (b) Managed Access Control (c)
Electronic Article Surveillance (“EAS”) (d) Guard Response Service (e) Radio Frequency identification RFID") (f} Training Senvices {9) Watchman’ 's Reporting Service.

‘B, Warranty (90-Day). 1. If the transaction type is “Direct Sale”, any part of the System (as distinguished from the Firmware/Software) instatled under this Agreement, inctuding the wiring,
J which proves to be defective in material or workmanship within ninety (90) days of the date of completion of the installation (Warranty Period"), will be repaired or replaced, at in Johnson

| Controls’ option with a new or functionally operative part. Materials required to repair or replace such defective components will be fumished at no charge during the Warranty Period.

| Warranty Services will be furnished during Johnson Controls's “Normal Working Hours” (between 8:00 A.M. and 4:30 P.M. Monday through Friday, except holidays). Warranty Service

| performed outside of these hours is subject to additional charges. 2. For “Johnson Controls-Owned” equipment/systems: {a} the equipment/systems are provided "AS IS” and without

iA. 33. Additional Services. If any other services, including but not limited to the following, are being fumished under this ‘Agreement, Customer and Johnson Controls will enter into a
eae and (b) Customer is responsible to maintain such equipment/system in good working onder.

Socetanee aes —|
[3, The following “Conditions” are not covered by Warranty: (a) damage or extra service time needed resulting from accidents, acts of God, lightning, strikes, riots, Roods, terrorism, acts of

War, alteration, misuse. tampering or abuse, adjustments, repairs or maintenance not performed by Johnson Controls, or from parts, equipment, accessories, attachments or other devices.
| Not furnished by Johnson Controls; (b} Customers failure to property follow operating instructions provided by Johnson Controls or OEM; (c) adjustments necessitated by misalignment of
| video cameras, improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s); (d} trouble due te interruption of Intemet,
|telecommunications, and/or elestrical service; (e) battery failure: (Rl devices designed to fail in protecting the equipment/system, such as, but not limited to, fuses and circuit breakers; and

e-Form S880UE(" (07/2021) Page 5 of 9
® 2021 Johnsen Conirols. All Rights Reserved

| (g) System modificatons/customization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls’ representative finds that one of the

| “Conditions” has led to the inoperability or apparent inoperability of the Equipment/System or any component, Johnson Controls may bill Customer for the service call whether or not

| Johnson Controls actually works on the Equipment/Sysiem. If repairs are required due to one of the above “Conditions”, Johnson Contrats will charge Customer for such work on a time
and materials basis at Johnson Controls’ then applicable rates for labor and materials.

‘4, THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES |
| RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING JOHNSON CONTROLS' NEGLIGENCE, IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE. JOHNSON

| CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR
PERSONAL INJURY OR DAMAGES TO PROPERTY, HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY
JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE. Johnson Controls makes no and specifically disclaims all representations or warranties that the
services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat,

‘or mitigate the Spread tr transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19.

lc, System Requirements, Miscellaneous. 1. Vaults. Customer must ensure that any Customer vautt protected by sound or vibration detector systems has the minimum construction

| characteristics prescribed by the Underwriters’ Laboratories, Inc. 2. System Testing. Customer must test all detection devices or other electronic equipment according to procedures
prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3.
Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD (EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW),
CUSTOMER AGREES THAT: (a} DURING A FIVE (5) DAY FAMILIARIZATION PERIOD, OR SUCH PERIOD AS |S REQUIRED BY LAW; AND (b) FOLLOWING COMPLETION OF THE
INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOHNSON CONTROLS CMC (AND DURING ANY APPLICABLE EXTENSIONS), JOHNSON CONTROLS HAS NO

| OBLIGATION TO, AND WILL NOT, RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS’ CMC FROM CUSTOMER'S PREMISES DURING SUCH
FAMILIARIZATION PERIOD. CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO, AND WILL NOT, NOTIFY ANY
AUTHORITIES, CUSTOMER, OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST, OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON
CONTROLS RECEIVES, EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT. 4. Special Equipment Requirements. If Customer requires installation or service of equipment in areas
inaccessible without the use of lifts or cranes, or if non-standard conditions at the Customer site require special equipment for installation or service, Customer will provide such equipment,

| OF will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use of the equipment installed at the
| time of installation. Thereafter, Customer may purchase additional training in one-hour increments at Johnson Controls’ then current rate. 6. Site Preparation, Intrusion and Restoration.
Unless otherwise noted herein, Customer is responsible for providing: (a) any necessary electric current, (b) an oullet within 10 feet of an alarm control panel, (¢) telephone connections, (d}
network drops, and {e) any required conduit, wiremold, or other raceway, {f} any required IP address assignments, and (g) additional network software licensing. The installation of the

| equipment/system may necessarily require cutting, bolting or fastening into Customer's floors, walls and/or cailings. Johnson Controls shall not be responsible for any expenses related to
intrusion, mold, fungi, bacteria, wet/dry rot, patching, floor or walll finishing, or paint, tile, carpet or wallpaper matching, restoration or replacement resulting from installation of service of the
equipment/system. 7. Battery Powered Devices. Customer understands that any battery-powered motion detectors, smoke detectors, door and window contact transmitters and other
detection sensors installed/serviced under this Agreement require batteries to operate. THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM

| WILL NOT SOUND, IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW, OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall
| | carefully read and follow the owner's manual, instructions and wamings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help
/ maintain continued aperation. 8. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network ("Network") and
shall supply Johnson Controls secure Network access for providing its services. Products networked, connected to the intemet, or othenvise connected to compulers or olher devices must |
be appropriately protected by Customer and/or end user against unauthorized access. Customer is responsible to take appropriate measures, including performing back-ups, to protect
information, including without limit dala, software, or files {collectively “Data”) prior to receiving the service or products.

fF. Closed Circuit Television (CCTV Video Equipment, Intentionally left blank - no CCT Video Equipment has been purchased.
‘8. New York City Fire System, Intentionally left blank. ote system is not installed in ve

'D. Electronic Media; Personal (nformation; Consent to Call Text or Email. 1 Electronic Media. Either party may scan, fax, email, image, or otherwise convert this Agreement into an |
| electronic format of any type or form, now known or developed in the future. Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally

| binding upon the parties and equivalent lo the original for all purposes, including litigation. Johnson Controls may rely upon Customer's assent to the terms and conditions of this
Agreement, if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise. 2. Personal Information. Customer represents

| and warrants that Customer has obtained all consents and has the right to (a) disclose to Johnson Controls all personal information disclosed hereunder concerning
individualsfemployeesfor other third parties including all information contained in Customer's Emergency Call List ("ECL"); (b) permit Johnson Controls to collect (including consent to record
‘telephone conversations with Johnson Controls), use, disclose and transfer such personal information; and (c) expressly authorizes Johnson Controls to use such personal information to

| administer the relationship and the agreement between Customer and Jehnsen Controls, including, but not limited to, contacting Customer personnel at the telephone numbers and/or email
addresses provided: (i) using SMS, text, prerecorded messages, or automated calling devices fo deliver messages to sel/confirm a service/installation appointment; and/or (ii) to provide
information or offers about products and services of

| marketers. If this Agreement provides fora direct connection to a municipal police or fire department or other organization, then that department. or other organization may also invoke the
provisions of this Section E against any claims due to any failure of such department or organization. Johnson Controls and its suppliers are not responsible for the preservation of any
|computer programs or data and Customer is responsible for maintaining adequate back- oK-ups.

lr, Other Charges; Remedies: Temnination. 1. There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24, hows prior 0
dispatch, or if Johnson Controls’ representalive is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation
contrary to instructions, failure to close or property secure a window, door or other protected point, or improper adjustment of monitors or accessory components. 2.Failure to pay amounts
when due is a material breach of this Agreement and shall give Johnson Controls, in addition to any other available remedies, the right to stop performing any Services and/or withhold

| further delivery of Equipment and other materials, terminate or suspend any software licenses, and/or temninate this Agreement and to charge interest on the amounts that remain unpaid
more than thirty (30) days past the due date specified in the invoice(s) at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law, until payment is
made in full. . Customer agrees to pay all costs, expenses and fees of Johnson Controls’ enforcement of this Agreement, including collection expenses, court costs, and altomeys' fees. In
the event of Customer's defaull, the balance of any outstanding amounts will be immediately due and payable. Installation Charge(s) are based on Johnson Controls performing the

| installation with ils own personnel, If for any reason installation must be performed by outside contractors, Installation Charge(s) may be subject to revision. 3.In addition to any other

| remedies available to Johnson Controls, Johnsen Controls may terminate this Agreement and discontinue any Service(s) if {a} Johnson Controls’ CMC is substantially damaged by fire or
catastrophe or if Johnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises, Johnson Controls' CMC or the Municipal
Fire or Police Department or other first responder; (0) Customer fails to follow Johnson Controls’ recommendations for the repair or replacement of defective parts of the System not
covered under the Warranty or QSP Service; (c) Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System

| Malfunction; (d) in Johnson Controls’ sole opinion, the premises in which the System is installed are unsafe, unsuitable, or $0 modifed or altered after installation as to render continuation
of Service(s) impractical or impossible; (e) Johnson Controls is unable to obtain or continue to support technologies, TelaCom Services, Communication Facilities, Equipment or component
parts thereof thal are discontinued, become obsolete or are otherwise not commercially available; or {f} Customer fails to make payments when due or otherwise breaches this Agreement.
Johnson Controls will nol be liable for any damages or subject to any penalty as a result of any such termination.

6. Hazardous Ma Materials. For all projects except those involving new construction, Customer represents and warrants that to the best of Customer's knowledge the work site is free of any
| hazardous materials, The term "hazardous materials” includes but is not be limited to asbestos, ashestes-containing material, polychlorinated biphenyl ("PCB"), formaldehyde or other

| potentially toxic or otherwise hazardous material. if any such substance is discovered on the work site, Johnson Controls will not be required to install or service the Equipment at such site
unless and until Customer certifies the removal or safe containment of such hazardous materials. Customer shall indemnify, defend, and hold Johnson Controls, its officers, directors,
agents, and vendors harmless from any damages, claims, injuries, liabilities resulting from the exposure of Johnsen Controls’ employees, contractors, or subcontractors to hazardous
materials at the work site; provided, however, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by
| Johnson Controls.

jH, Waivers. 1 Waiver of Jury Thal, ‘CUSTOMER AND JOHNSON CC CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL a ANY LEGAL PROCEEDING ARISING OUT

| OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT, 2.Mutual SAFETY Act Waiver. Certain of Johnson Contols' systems and services have received
Certification and/or Designation as Qualified Anti-Terrorism Technologies (‘QATT”) under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444
{the “SAFETY Act’). As required under 6 C.F.R. 25.5 (e}, to the maximum extent permitted by law, Johnson Controls and Customer hereby agree to waive their right to make any claims
against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an “Act of Terrorism’
(8 defi ned i in6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism. |

fi Miscellaneous. 1.Enforceability. If any of the provisions of this Agre Agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect
2, Paragraph and Section Headings; Captions; Counterparts. The headings and captions contained in this Agreement are inserted for convenience or reference only, and are not to be
deemed part of or to be used in construing this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same agreement. 3. FARs. Johnson Controls supplies “commercial items* within the meaning of the Federal Acquisition
Regulation (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S. government contract or funded directly or indirectly with Federal funds, Johnson Controls will comply only with the
following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concems, Equal Opportunity, Affirmative Action, and Veterans Employment:

| §2.219-8; §2.222-26; $2.222-35; 52.222-36; and §2.222-37. 4. Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) product or service provided under this

_ Agreement; (ii) technical data, (iil) software; (iv) information; or (v} items acquired under this Agreement to any country fer which the United States Government (or any agency thereof)
requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions,
including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination contol statements. Customer shall, at its own
expense, defend, indemnify and save Johnson Controls harmless from and against all third party claims, liability, loss or damage {including altomeys' fees and other defense costs),
assessed against or suffered hy Jahnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall

| survive the termination or expiration of this

I
necessary to overcome the effect of the delay. Fo the extent that the Force Majeure Event directly or indirectly increases Johnson Contrals' cost to perform the services, “Customer is is
| Obligated to reimburse Johnson Controls for such increased costs, including, without limitation, costs incurred by Johnson Controls for additionat labor, inventory storage, expedited shipping
| fees, trailer and equipment rental fees, subcontractor fees or other casts and expenses incurred by Johnson Controls i in connection ‘with the Force Majeure Event.

IL. Assignment. This Agreement i is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign “
this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer.

iM. Digital Enabled Services, Software and Hosted Software Services. If Johnson Controls provides Digital Enabled Services under this Agreement, these Digital Enabled Services require
| the collection, transfer and ingestion of building, equipment, system lime series, and other data to Johnson Controls’ cloud-hosted software tools and applications. Customer consents to the
‘collection, transfer and ingestion and use of such data by Johnson Conirots to enable Johnson Controls to provide, maintain, protect and improve the Digital Enabled Services and its
products and services. Customer acknowledges thal, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all
potential malfunction, insure against loss, or guarantee a cerlain level of performance, As used herein, "Digital Enabled Services” mean services provided hereunder that employ Johnson
Controls software and claud-hosted software offerings and tools ("Software") to provide, improve and enable such services. Digital Enabled Services may include, but are not limited to, (a)
| Femote inspection, (b) advanced equipment fautt detection and diagnostics, and (c) data dashboarding and system health reporting. |

| Implementation, deployment and Customer use of Software offered under this Agreement shall be subject to, and govemed by, Johnson Controls’ standard terms for such Software and
Software related professional services that may be updated by Johnsen Controls from time to time at https:/Avww,johnsoncontrols.convtechterms (collectively, the “Software Terms’).
Applicable Software Terms are incorporated in this Agreement by reference, Other than the right to use the Software as set forth in the Software Terms, Johnson Controls and its licensors
reserve ail right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. Software licensed hereunder is licensed subject to the
| Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terns, the Software Terms shall take precedence and govem with respect to rights and
| Fesponsibilities relating to the Software, its implementation and deployment and any improvements thereto.

Notwithstanding any other provisions of this Agreement, unless otherwise set forth in the applicable SOW, the following terms apply to Software that is provided to Customer on a
subscription basis (i.e. a time limited license or use right), (each a "Software Subscription"); Each Software Subscription provided hereunder will commence on the date the initial
credentials for the Software are made available (the “Subscription Start Date") and will continue in effect until the expiration of the subscription term noted in the applicable SOW. At the

| expiration of the Software Subscription, such Software Subscription will automatically renew for conseculive one (1) year terms (each a “Renewal Subscription Term’), unless either party

| provides the other party with a nolice of non-fenewal at least ninety (90) days prior to the expiration of the then-current term, To the extent permitted by applicable law, Software

| Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shail be paid annually in advance, invoiced on the Subscription Start Dale
and each subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the invoice, Unless otherwise agreed by the parties in writing, the subscription fee
for each Renewal Subscription Term will be priced at Johnson Controls’ then-applicable list price for that Software offering, Any use of Software that exceeds the scope, metrics or volume
set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began.

IN. Privacy. 1. Johnson Controls as Processor: Where Johnson Controls factually acts as Processor of Personal Data (as defined therein) on behalf of Customer, the terms at

www. johnsoncontrols.convdpa shall apply. 2, Johnson Controls as Controller: Johnson Controls will collect, process and transfer certain personal data of Customer and ils personnel related
| to the business relationship between it and Customer (for example names, email addresses, telephone numbers} as controller and in accordance with Johnson Controls’ Privacy Notice at

| https:/Avww.johnsoncontrols.com/privacy, Customer acknowledges Jchnson Controls’ Privacy Notice and strictly to the extent consent is mandatorily required under applicable law,

| Customer consents lo such collection, processing and transfer. To the extent consent to such collection, processing and transfer by Company is mandatorily required from Customer's

| Personnel under applicable law, Customer warrants and represents that it has obtained such consent.

‘0. Johnson Controls License Information: AL 1498, 1499, 1500, 1501, 1502, A-0244, The Security Industry is governed by the rules and regulations of the Alabama Electronic Securily
Board of Licensure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd., Montgomery
36116, (334) 264-9388 Fax: 334-264-9332 AK 125516; 1058473, 5430 Fairbanks Street, Suite 7 Anchorage, AK 99507 AR 0000199, 0030740118 Regulated by Arkansas Bd. of Private =|
Investigators & Private Security Agencies, #1 State Police Plaza Dr., Lite Rock 72209, (501) 618-8600 AZ ROC28+489, 18267-0 CA 977249; alarm company operators are licensed and
regulated by the Bureau of Securily & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814 CT 0106099-L5 DC ECS1327 FL EF20000890, EF20000341,EFO000478
GA LVA002633, LVA205386, LVU004635 HI CT-32427 ID PWC-C-12256-A-4, RCE-33602, EC012834 IL 127001526, 128000247, 128000246, 128000243 LA 24889, F523, F439 MA 401-

| C, MI 3601206912, A-0352, 4-0170, 3602206914, A-0638, 3602206913, A-1058, A-1199 Whitcomb Avenue Madison Heights, Ml 48071; MN TS651063 MS 15024088, 19530-SC NC 845-

| CSA, 28510-SP-FALV, 19385-SP-FAILV, 27353-SP-FAILV, 19718-SP-FA/LV, 24191-SP-FAILV, 22850-SP-FA/LV 101 Industrial Drive, Ste 104 Raleigh, NC 27069, (919) 788-5320 NJ j
34BF 00050200, P00451, 607013 NM 375283 NV 0077542, F470, F469, NY 12000327404, Licensed by NYS Dept of Stale OH E16782, 50-18-1052, 50-25-1050, 60-48-1032, 50-57- |
1119, 53-31-1582 OK AC-67 OR CLE-322, 197010, AC-67 PA Pennsylvania Home Improvement Contractor Registration Number; PAO 10083 RI 18004, AF-09170 TN ACC 1704,
ACC1705, ACC1707, ACC1708, ACC1709, ACC710, ACC 1711 TX B00536, 4200 Buckingham Road Ste 150, Ft. Worth, TX 76115 - Dept of Public Safety, Private Security 5805 N. Lamar
Bhd, Austin 78752, ACR-1460 UT 8390557-6501 VA 11-7587, 11-7575, 11-7591, 11-7573, 11-7589, 11-7578, 2705147765 WA JOHNSCS837N4, 19625 62nd Ave South, Ste C112 Kent,

| WA 98032 WV 050291. The foregoing list shows only those license numbers Johnson Controls Security Solutions LLC (‘Johnson Controls’) is required by law to include on marketing
materials. A c

Johnson Wo

Controls
COMMERCIAL SALES AGREEMENT
TOWN NO, CUSTOMER NO. JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER 106921569 1-68XR41R
NH
ADDITIONAL TERMS AND CONDITIONS
DATE: 8/17/2021
Johnson Controls Security Solutions LLC (“Johnson Nashua Transit Garage
Controls”) dibfa: Nashua Transit Garage
(Customer)
Christopher Lowe Customer Billing Information Customer Premises Serviced
36 Progress Avenue, 229 Main St, 11 Riverside Sttransit Garage,
Nashua, NH 03062 Nashua, NH 03060 Nashua, NH 03062
Tele. No. Atta: Attn: Nick Miseirvitch
Tele. No. Tele. No. (603) 589-3305

Notwithstanding anything in the Agreement te the contrary, Johnsen Contro's and Customer agree as follows:

c :
| Terms and Conditions |

Modification to Term of Agreement Temporary Service-Customer Owned Equipment. Customer may cancel this Agreement. Customer may cancel this Agreement without incurring contract |
‘ lermination charges after giving Johnson Controls thirty days’ prior written notice. Term=5 Year

‘ Annual Service Charge — Initial Term. Johnson Controls agrees to honor the Annual Service Charge for Monitoring Services specified in this Agreement for the Initial Term of the
Agreement. Thereafter, the Annual Service Charge may be increased by the increase in the Consumer Price Index for Urban Wage Eamers (“CPI-W’), All llems, U.S. City Average for the
prior twelve (12) month period or 5%, whichever is less.

All other terms and conditions of the Agreement, except those expressly modified herein, shall remain in full force and effect.

JOHNSON CONTROLS Von SOLUTIONS LLC CUSTOMER:
Presented by: spoter Lo we Accepted By:

(Signature of Johnsdn Controls Sales Representative) (Signature of Customer's Authorized Representative)
Sales Agent: Christopher Lowe
Sales Representative Registration Number {if applicable). (Name Printed}
Title:
Date Signed:
-Form 8880UE01 (07/2021) Page 9 of 9

© 2021 Johnsen Controls, All Righls Reserved

johnson Wp A

Controls
COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PONG. ESTIMATE NO.
6069-MANCHESTER, 106921571 1-68XINN5
NH
DATE: 8/17/2021
Johnson Controls Security Solutions LLC (“Johnson Nashua Transit Center
Controls”) dibla: Nashua Transit Center
Christopher Lowe (‘Customer’)
35 Progress Avenue, Customer Billing Information Customer Premises Serviced
Nashua, NH 03062 229 Main St, 30 Elm St,
Tele, No. Nashua, NH 03060 Nashua, NH 03060
Attn: Attn: Nick Miseirvitch
Tale. No. Tale. No. (603) 589-3305

This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC (“Johnson Controls") effective as of the date signed by Customer. By entering
into this Agreement, Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement. The Equipment and/or Services, collectively the System(s)
covered under this Agreement is/are listed In the attached Schedule(s) of Protection { Scope of Work (“SOW”).

|. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE:

{a} Hazardous Substance Checkiist and Customer Letler {e) State Specific Forms, if applicable (e.g., local permit applications)
{b} Scope of Work / Schedule{s) of Protection (f) Customer Installation Acceptance For {specific to Equioment/Services purchased)
{c} Terms and Conditions (9) if mulliple locations, see attached schedule

(qd) Additonal Terms and Conditions

il. CHARGES AND FEES; TAXES:

a. Equipment Installation. Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable "Fees" and
“Taxes” as defined below (“Installation Charge”). Upon acceptance of this Agreement, Customer will pay to Johnson Controls the installation Deposit Amount set forth in the Scope of Wor/Schedule
of Protection. Johnson Controls may invoice Customer for progress bilings based upon Equipment and/or System components delivered or stored, and/or Services performed before completion of
the System/Equipment installation, activation of the System, connection to the CMC, or any other Service(s). All outstanding Installation Charges and/or Fees shall be due and payable upon
completion of the installation of the Equipment/System and as a precondition to activation of System and, if applicable, connection to Johnson Controls Central Monitoring Center ("CMC") or any
other Service(s}. Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in
writing and may be subject to additional charges, fees and/or taxes. Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and
may be subject to shipping, handling, and/or restocking fees. Until Customer has paid Johnson Controls the Installation Charge and Fees, and Taxes in full, Customer grants to Johnson Controls a
security interest in the Equipment and all the proceeds thereof to secure such payment

b. Services. Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection (the “Annual Service Charges”), payable in advance on a(n} Quarterty basis
plus applicable Taxes for 5 year(s) (the “Initial Term’) effective from the dale such Service is operative under this Agreement. After the Initial Term this Agreement shall automatically renew on afan
Annual basis. Johnson Controls will provide Customer with notice of any adjustments in the Charges, Fees and/or Taxes applicable to the renewal period no later than forty-five (45) days prior to the
commencement of the renewal period. Unless terminated by either party upon written notice at least thirty (30) days prior te the anniversary date, the adjusted Charges, Fees and/or Taxes will be the
Charges, Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to increase Annual Service Chargeis) after one (1) year and may increase prices upon notice to Customer
to reflect increases in matenal and labor costs. For termination prior to the end of the initial Term, Customer agrees to pay, in addition lo any outstanding Fees and charges for Services} rendered
prior to termination 90% of the Annual Service Charge(s} remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penallty.

c. Other Charges. Customer agrees to pay any assessments, taxes, fees or charges imposed by any govemmental body, telephone, communication, or signal transmission company such as false
alarm, permitting or connection fees, or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws, the need te reprogram
alarm convolsidevices to comply with area code, signal transmission, numbering or other changes relating to the installed Equipment and/or Service(s) provided under this Agreement ( “Fees").
Customer i¢ solely responsible to pay all applicable sates, use and/or similar taxes imposed by any taxing or governmental authority on the Equipment, System and/or Services provided hereunder
(‘Taxes"} unless Customer provides to Johnson Controls a valid lax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate,
Customer shall remain liable for the payment of any such Taxes until paid in full,

d. Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice. Disputed invoices must be identified in writing within twenty-one (21) days of the date of invoice. Payment of
any disputed amounts is due and payable upon resolution. Payment is a condition precedent to Johnson Controls’ obligation to perform Services under this Agreement, Charges for Equipment and
material covered by this Agreement do not include any amounts for changes in tariffs, duties or other similar charges imposed and/or enacted.

li ENTIRE AGREEMENT; CUSTOMER ACCEPTANCE: This Agreement, together with all of its written Amendments, Riders, Scope of Work and/or Exhibits, constitutes the entire agreement
between the Customer and Johnson Controls relating to the subject matter hereal and supersedes any prior or contemporaneous oral or written agreements and understandings. The lerms and
conditions of this Agreement will prevail over any conflicting, inconsistent or additional terms and/or conditions contained in any purchase order, agreement, or other document issued by Customer. In
signing this Agreement, Customer is not relying on any advice, advertisements, or oral representations of Johnson Controls and agrees to be bound to the teas and conditions contained in ai the
pages of the Agreement. Customer agrees that any representation, promise, condition, inducement or warranty, express or implied, not included in this Agreement will not be binding upon Johnson
Controls, and that the terms and conditions in this Agreement apply as printed without alteration or qualification, except as specifically modified by a written agreement signed by Johnson Controls
and Customer, Any changes in the Statement of Work or scope of the work requested by the Customer afler the execution of this Agreement may result in additional cost to the Customer and any
such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customer's faiiure to accept and sign this Agreement within ninety (90) days of the dale
shown above may result in price increases. Customer acknowledges that: (a) Johnson Controls has explained the full range of protection, equipment, and services available to Customer; (bj
additional protection over and above thal provided herein is available and may be obtained from Jchnson Controls at an additional cost to the Customer; (c) Customer desires and has contracted for
only the Equipment and/or Service(s) ilemized in this Agreement: (d) the