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Johnson Wi

Controls
COMMERCIAL SALES AGREEMENT

IF MAINTENANCE SERVICE IS DECLINED, CUSTCMER MUST INITIAL
HERE

JOHNSON CONTROLS SECURITY SOLUTIONS LLC

Presented by: C a . a
{Signature of Johnson Controls Sales Representative)

Sales Agent: Christopher Lowe
Sales Representative Registration Number (if appticable):

A

TOWN NO. CUSTOMER NO, JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER, 106921571 4-68XINN5
NH

IF A §-DAY FAMILIARIZATION PERIOD IS REQUESTED, CUSTOMER MUST INITIAL
RERE

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:

L]No PO Required L]single PO Required for Initial Term [Annual PO Required [IANSC 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. Ali Rights Reserved

Johnson Wo

Controls
TOWN NO. CUSTOMER NO. JOB NO, PO NO, ESTIMATE NO,
COMMERCIAL SALES AGREEMENT 0069- MANCHESTER, 106921571 1-68XINN5
NH

SCOPE OF WORK / SCHEDULE OF PROTECTION

WV. 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 Atarm Monitering 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 facilityfies}.
As used herein, “installation® means: (i) affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies) as are designated by Customer; {ii} providing
and pulling cablesMwires 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 furnished
by Customer; (v) providing and installing software/irmware required by the Equipment; (vi) performing testing as requited to establish that the Johnson Controls Equipment is connected, is
functioning according te its specifications, and is communicating over Customer's Communications Facilities; and (vii) providing user-level training io Customer's designated representative in
the use of such Equipment.

D. CHARGES AND ESTIMATED TAX:

1. Installation Charge:

‘installation Charge Amount: $0.00
'* Estimated Tax(es): $0.00
TOTAL INSTALLATION CHARGE: $0.00
| installation Deposit Amount: | $0.00

2. Annual Service Charge:

“Annual Serie Charge Amount, 7 si $480, 00 |
'* 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, 603-589-3205, miseirvitchn@nashaunh.gov
System Operation: Contract Renewal

Programming Info:

Site Conditions:

Existing Equipment:

Customer Expectations:

Training Expectations:

General Comments:

Customer Responsibilities / Johnson Controls Exciusions:

Documentation Needs:

Contract Notes -

Page 3 of 9

e-Farm S860UE01 (07/2021)
© 2027 Johnson Controls. All Rights Reserved

—-— ns TERMS AND CONDITIONS ee ee SR a

|TERMS AND CONDITIONS
V.Customer and Johnson Controls agree as follows:

1
A. Services.

A.1. Central Station Signal Receiving and Notification ("Alarm Monitoring} Services. 1. H an alarm signal registers at Johnson Contrats' alarm monitoring center ("CMC"), Johnson Controls

| will endeavor to notity the appropriate Police or Fire Department and if required by local law, the Customer's designated representative. if a burglar alarm 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 not 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. Ia
Supervisory or trouble signal registers at Johnson Controls’ CMC, Johnson Controls will endeavor to notify 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 alarm is received at
Johnson Controls’ CMC, then Johnson Controls may, in its sole discretion, endeavor either (a) to conlact 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, if 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 an alarm that requires Police response, endeavor to dispatch a Jchnson 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, Intemet, or other Video recordings
or 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 to contact such persons before Johnson Controls endeavors to 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 that jocal laws, ordinances or governmental 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 that 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 employed 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 Police, Fire Department or other responding

authority may forcibly enter Customer's premises. 7 Alarm Verification Services. Intrusion detection/burglar alarm equipment may require activation of two sensors, or a second activation of

‘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 or switch units to disconnect or reconnect the alarm sounding or transmitting equipment. &. 5-Day Familiarization Period. W Customer |
has requested a 5-day “Familiarization Period” following completion of instailation, 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 Police,
Fire Department, or other agency, and signals transmitted by the System will be monitored direct 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 tiability for the manner in which such signals are monitored

| or the response, if any, made by such Municipal Personnel to such signals. 10. Paraflel Protection Service. If Customer chooses a Johnson Controls approved cellular back-up service,
alarm signals may be transmitted te Johnson Controls' CMC from Customer's premises over a cellular communications network if Customer's primary telephone service is interrupted. |

hr

‘Az Communication Facilities. (a} Authorization. To facilitate Johnson Controls’ ability to provide Service under this Agreement, Johnson Conirots may make requests for information,
service, or equipment in any respect on behalf of Customer to Customer's telephone service provider, wireless carrier, or other entity providing communication facilities or services for
| tansmission of alam signals {the "TeleCo"}. (b) Digital Communicator. If a Digitat Communicator is used to connect lo Johnson 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 alam/contral 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 IS
OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELECO S

| materials and/or equipment required to maintain/repair the covered Equipment for issues not covered by the Warranty set forth herein. Customer shail 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 PLM.
gue through Friday, except holidays). Essential Maintenance performed outside of these hours is subject to additional charges.

A 4. Testngfinspections Service (Ti). Intentionatly left blank - Services | have not been purchased.

A‘ 5. Investigator Res Response Service. intentionally left blank - Services have not been purchased _ i

A 6. Select’ View Managed Vi Video Servicesiinteractive Video Monitoring Services. Intentionally left blank - Services have not been purchased.
iA 6.1 1. Video/Audio Aiarm Verification ServicelVi ideo Verification. Intentionally left blank - Services have not been purchased.
iA 6.2, Video Guard Tour. Intentionally left blank - Services have not been purchased,

A. 6. 5: Video Escort. Intentionally left blank - Services have not bee been purchased.

‘A. 6.4 Video. Assist, Intentionally Jeft blank - Services have not tbeen purchased.

‘A. 6.5 Video Audit. Intentionally left blank - Services have not been | purchased,
A 6.6.Gutdoor Interactive Video Monitoring Services. intentionally left blank - Services have not been purchased.

lA 6.7 Managed Vi Video Portal. Intentionally left blank - Services have not been purchased

IA 6. 8. Unattended Delivery — ~ Alarm Based Video 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 purchased.

A: 9 VisionVision with Auditing Intentionally left blank - Service | is ne y longer offered.

A‘ 10. Hosted Access. Intentionally jeft blank - ‘Services have not been purchased.

|A.11. Data Hosting/Storage Services. Intentionally left blank - Services have not been purchased.

‘A. 12, Data Hosting/Storage Services Encrypted. Intentionally left blank - Services have not been purchased

[A 43. Mobile Security Management MSM) Services. Intentionally left blank - 7 Services have not been purchased
lA 13. Mobile S Security Management ("MSM") Services. Intentionally left blank - - Services have not been purchased,

iA 14. Software Support Services — No Upgrades. intentionally left blank - Services have not been purchased.

ta, 15. ‘Lynx Network Duress and Emergency Notification System (*Lyax Systent” "). Intentionally left blank - Lynx System/Services have not been purchased.

‘A 16. RFID Tracking System m (“System ) intentionally left blank — RFID Systems haven not been purchased |

iA. 17. HID SEOS Mobile Credential Service Service” . Intentionally left blank - Service has not been purchased.

ir 18. Customer For Life Program (“Service”). Intentionally left blank - Service has not been purchased. —

A 19, Outdoor Radar Pe Perimeter Protection. Intentionally left blank - System has nat been purchased.
ia 20. Setf Printing Service ‘ntentonaly left blank - Service has not been purchased.
lA 24. Audio Enabled Devices. Intentionally left blank -— Equipment has not been purchased.

A 422. Proactive Health Services. Intentionally left blank - Services have not been purchased.

A 23. ‘Automated Notification. | tatentonall left blank - Services have not been purchased.

Lo eee

‘A. 24. ‘Remote Technical Services. intentionally left blank - Services have not been purchased

‘A 25. Anyvision Devices. Intentionally left blank - Equipment has not heen purchased.

A 26. WhosOnl ocaton Service. Intentionally left blank - Services have not been purchased

lA. 27. Vape Detection System. intentionally left blank - Services have not been purchased.

EE oT EF ESE EE aR ne dee eh

A28. Alcatraz Cloud Service. Intentionally left blank - Services have not been purchased.

A. 28. Alcatraz Cloud Service. Intentonaity left blank - Services have not been purchased.

A 28. Alcatraz Cloud Service Intentionally left blank - Services have not been purchased.

‘A29 CloudVue Service. Intentionally Jeft blank - Services have not been purchased.

30. Visual Alarm Verification Service. intentionally left blank - Services have not been purchased.
A.31, Halo Smart Sensor System. Intentionally left blank - System have not been purchased.

A 32, Embedded Resource Services. - Intentionally left blank - Service| have not been purchased.

separate Rider that will 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 Services (g) Watchman's Reporting Service.

| |B. Warranty (90-Day}. 1, Ifthe transaction type is “Direct Sale”, any part of the System (as distinguished from the Firmware/Software) installed under this Agreement, including the wiring,
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 fumished 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 addifonal charges. 2. For “Johnson Controfs-Owned” equipment/systems: (a) the equipment/systems are provided “AS IS* and without i
warranty; and (b) Customer is responsible to lo maintain such equipment/system in good working order.

lA. 33. Additional Services. If any y other services, including but not limited to the following, are being fumished under this Agreement, Customer and Johnson Controls will enter into a |

13, The following “Conditions” are not covered by Warranty: (a} Gamage or extra service time needed resulting from accidents, acts of God, lightning, strikes, riots, floods, 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 Contrals; (b) Customer's failure to property follow operating instructions provided by Johnsen Controls or OEM; (¢) adjustments necessilated 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 to interruption of Intemet,
| telecommunications, andior electrical service: (e) battery failure; (f) devices designed to fail in protecting the equipment/system, such as, but not limited lo, fuses and circuit breakers; and

@-Form 8BE0LIE01 (07/2021) Page § of 9
& 2021 Johnson Controts. All Rights Reserved

ro) System modifications/customization requested by Customer. lf Customer calls Johnsen 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/System. If repairs are required due to one of the above “Conditions”, Johnson Controls 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. Johnsen 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 efiminate, treat,
or mitigate the spread transmission, or outbreak of any pathogen, disease, virus 0 or other contagion, including but not limited to COVID 19.

. System Requirements, Miscellaneous. 1. Vaults. Customer must ensure fe that any Customer vault 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 prier 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. !
Famnifiarization 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 IS 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. {f 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,

) Or 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 insiallation. 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 outlet within 10 feet of an alarm control panel, (c) telephone connections, (¢}
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 inte Customer's floors, walls and/or ceilings. Johnsen Control's shall not be responsible for any expenses related to
intrusion, mold, fungi, bacteria, wel/dry rot, patching, floor or wall finishing, or paint, tile, campet or wallpaper matching, restoration or replacement resulting from installation or service of the

| equipmenvsystem. 7. Battery Powered Devices. Customer understands that any battery-powered motion detectors, smoke detectors, door and window contacl bansmitters 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. Itis Customer's sote responsibility to maintain and replace any batteries. Customer shall
carefully read and follow the owner's manual, instructions and wamings for ail such equipment and requiarly inspect the sensors for dirt and dust buildup and test the sensors weekly to help
maintain continued cperation. 8. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of ils compuler network ("Network") and
shall supply Johnson Controls secure Network access for providing its services. Products networked, connected to the intemel, or otherwise connected to computers or other 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 kimi data, software, or files (collectively “Data’) prior to receiving the the service or products.

7. Closed Circuit Television (ccTVWideo Equipment intentionally left blank - no CCTVNideo ideo Equipment has iS been pur purchased. _|
's. New York City Fi ire System, latentonaty left blank. ‘covered system is not installed in NYC

‘DE Electronic Media; Personal Information; Consent to Cail, Text or Email. 1Electronic Media. Either party may s¢ scan, n, fax, ‘email, image, or ‘olherwise convert this Agreement into 2 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 to 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 of otherwise. 2. Personal Information. Customer represents

| and warrants that Customer has obtained all consents and has the right to (a} disclose to Johnson Controls at! personal information disclosed hereunder conceming

| individuals/employees/or 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 Johnson 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 to deliver messages to seVconfirm a servicefinstallation appointment: and/or {ii) to provide

| marketers. If this Agreement provides for a direct connection toa municipal police or fire department or other organization, then that department or other organization may also invoke the 4
provisions of this Section E against any claims due to any failure of such deparment 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-ups.

/F, Other Charges; Remedies; Termination. 1. There may be a service charge to Customer for cancelled installation/service appointments it Customer cancels less than 24-hours prior to
dispatch, of if Johnson Controls’ representative 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 properly 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 defvery of Equipment and other materials, terminate or suspend any software licenses, and/or tenninate this Agreement and to charge interest on the amounts thatremain unpaid
more than thirty (30) days past the due date specified in the invoice(s) at a rate equal lo the lesser of 1.5% per month or the maximum rate permitted under applicable law, unt! paymentis |
made in full. . Customer agrees to pay all costs, expenses and fees of Johnsen Controls’ enforcement of this Agreement, including collection expenses, court costs, and attomeys’ fees. In |

| the event of Customers default, the balance of any outstanding amounts will be immediately due and payable, Installation Charge(s) are based on Johnson Controls performing the
installation with its own personnel. If for any reason installation must be performed by outside contractors, Installation Charge(s) may be subject to revision. 3.[n addition to any other
remedies available to Johnson Controls, Johnson 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 te obtain any connections or privileges required to tansmit signals between the Customer's premises, Johnson Controls’ CMC or the Municipal

| Fire or Police Department or other first responder; (b) Customer fails to follaw 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 so modified 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 lechnologies, TeleCom Services, Communication Facilities, Equipment or component
parts thereof that 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 not be liable for any damages or subject to any penally as a result of any such termination.

| G. Hazardous 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, asbestos-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 Johnson 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.

|H, Waivers. 1.Waiver of Jury Trial. CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING CUT

| OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT. 2,.Mutual SAFETY Act Waiver. Certain of Johnson Controls’ systems and services have received

' Certification andior 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 fe), to the maximum extent pemnitted 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”

as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism.

|. Miscellaneous. 1.Enforceability. If any of the provisions of this 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, goverment 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; §2.222-36; and 52.222-37, 4, Export Cenirol, Customer shall not export or re-export, directly or indirectly, any: (i) product or service provided under this

| Agreement, (ii) technical data; (ii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government {or any agency thereof)

fequires an export license or other approval without first oblaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions,

| Inctuding the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, al its own

| expense, defend, indemnify and save Johnson Controls harmless from and against all third party claims, liability, loss or damage (Including attomeys' fees and other defense costs),

| assessed against or suffered by Johnson 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 Agreeme

‘necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or ‘indirectly In increases s Johnson Controls’ cost to perform the services, Customer is
obligated to reimburse Johnson Controls for such increased costs, inciuding, without limitation, costs incurred by Johnson Controls for additional labor, inventory storage, expedited shipping
aa traifer and equipment rental fees, subcontractor fees or other Costs ar and expenses incurred by Johnson Controls in connection with the Force Majeure Event.

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

mm 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 time 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 Controls to enable Johnson Controls to provide, maintain, protect and improve the Digital Enabled Services and its
products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all
potential maifunction, insure against loss, or guarantee a certain level of performance. As used herein, "Digital Enabled Services" mean services provided hereunder that employ Johnson
Controls software and cloud-hosted software offerings and tools ("Software") to provide, improve and enable such services. Digital Enabled Services may include, but are not limited to, (a)
remote inspection, (b) advanced equipment fault 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 ‘elated professional services that may be updated by Johnson Controls from time to time at https:/vwww 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

| feserve all ight, tite, 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 nol sold. If there is @ conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govem with respect to rights and
responsibilities 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.¢., 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 consecutive one (1) year terms (each a "Renewal Subscription Term’), unless either party

| provides the other party with a notice of non-renewal 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 shall be paid annually in advance, invoiced on the Subscription Start Date
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
| Sel forth in this Agreement and applicable SOW will be subject to adgitional fees based on the date such excess use began.

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

| www johnsoncontrals.com/dpa shall apply. 2. Johnson Controls as Controller: Jonnson Controls will collect, process and transfer certain personal data of Customer and its 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 |
| hitps:/Awew johnsoncontrols.comprivacy. Customer acknowledges Johnson Controls’ Privacy Notice and striclly tc the extent consent is mandatority required under applicable law,

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

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

‘0. Johnson Controls License Information: AL 1496, 1499, 1500, 1501, 1502, A244, The Security Industry is governed by the cules and regulations of the Alabama Electronic Security
Goard 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; 1968473, §430 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., Little Rock 72209, (501) 618-8600 AZ ROC281489, 18267-0 CA 977249; alarm company operators are licensed and
| fegulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814 CT 0106099-L5 DC ECS1327 FL EF20000890, EF20000341,EF 0000478
| GA LVA002833, LVA205386, LVU004635 HI CT-32427 ID PWC-C-12256-A-4, RCE-33602, EC012834 IL 127001526, 128000247, 128000246, 128000243 LA 24889, F523, F489 MA 401-
C, MI36012069742, 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 846-
| CSA, 28510-SP-FAVLYV, 19385-SP-FAILY, 27353-SP-FAILV, 19718-SP-FAILV, 24191-SP-FAILV, 22850-SP-FAILV 101 industrial Drive, Ste 104 Raleigh, NC 27069, (919) 788-5320 NJ
| 34BF00050200, P00451, 607013 NM 375283 NV 0077542, F470, F469, NY 12000327404, Licensed by NYS Dept. of State OH E16782, 50-18-1052, 50-25-1050, 50-48-1032, 50-57-
1119, 53-31-1582 OK AC-67 OR CLE-322, 197010, AC-67 PA Pennsylvania Home Improvement Contractor Registration Number; PAO10083 Rt 18004, AF-09170 TN ACC 1704,
ACC1705, ACC1707, ACC1708, ACC1709, ACC710, ACC1711 TX 800536, 4200 Buckingham Road Ste 150, Ft. Worth, TX 76115 - Dept of Public Safety, Private Security 5805 N. Lamar
Bivd, Austin 78752, ACR-1460 UT 8390557-6501 VA 11-7587, 11-7575, 11-7591, 14-7573, 11-7589, 11-7578, 2705147765 WA JOHNSCS637N4, 19625 62nd Ave South, Ste C112 Kent,
WA 98032 WV 050291. The foregoing list shows only these license numbers Johnson Controls Security Solutions LLC (Johnson Controls”) is required by law to include on marketing
| matenals. A comprehensive list o

Johnson Wo

Controls
COMMERCIAL SALES AGREEMENT
TOWN NO, CUSTOMER NO, JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER, 106921571 1-§8X/NN5
NH
ADDITIONAL TERMS AND CONDITIONS
DATE: 8/17/2021
Johnson Controis Security Solutions LLC (“Johnson Nashua Transit Center
Controls”) dib/a: Nashua Transit Center
{*Customer’)
Christopher Lowe Customer Billing Information Customer Premises Servi
35 Progress Avenue, 229 Main St, 30 Elm St,
Nashua, NH 03062 Nashua, NH 03060 Nashua, NH 03060
Tele. No. Attn: Attn: Nick Miseirvitch
Tele. No. Tele, No, (603) 589-3305

Notwithstanding anything in the Agreement to the contrary, Johnson Controls and Customer agree as follows:

‘Terms and Conditions

H as 2
Modification to Term of Agreement-Temporary Service-Customer Owned Equipment. Customer may cancel this Agreement. Customer may cancel this Agreement without incurring contract |
termination 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-W7}, All Items, U.S. City Average for the
prior twelve (12) month period or 5%, whichever is less.

(sll

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

JOHNSON CONTROLS ha. SOLUTIONS LLC CUSTOMER:
Presented by: apohienr Le cared Accepted By:

(Signature of Johnson 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 Johnson Controls. All Rights Reserved

APPOINTMENTS BY THE BOARD OF ALDERMEN

SEPTEMBER 10, 2021

Ira F. Harris Lecture Trustees

Marjorie Bollinger Hogan (new appointment) Term to Expire: December 31, 2023
67 Cannongate Road
Nashua, NH 03063

Liz Racioppi (new appointment) Term to Expire: December 31, 2023
15 Middle Dunstable Road
Nashua, NH 03062

| respectfully request that these appointments be confirmed.
Lori Wilshire, President, Board of Aldermen

APPOINTMENTS BY THE MAYOR

Energy and Environment Committee

James E. Pyle (reappointment)
14 Elyston Circle
Nashua, NH 03064

Mine Falls Park Advisory Committee
Stacey Vignault (reappointment)

6 New Hampshire Avenue
Nashua, NH 03064

SEPTEMBER 10,

2021

Term to Expire: October 31, 2024

Term to Expire: January 31, 2024

| respectfully request that this appointment be confirmed.

Jim Donchess, Mayor