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s), THE CITY OF NASHUA whe ts

ta City”

Administrative Services

Purchasing Department
October 14, 2020
Memo #21-036
TO: Mayor Donchess

Finance Committee

SUBJECT: Copier Replacement Lease & Maintenance funded by Photocopier Lease Account &

Copier Maintenance Contracts Account

Please see attached communications from Karen Smith, Business Manager dated October 13, 2020 for
project specific details related to this purchase. Below please find a summary of the purchase approval
request:

Item: Lease for 8 Copiers & Maintenance (5 year term)
Value: $93,395
Vendor: Conway Technology Group/US Bank

Department: 150 Police Department
Source Fund: 54828 Photocopier Lease & 54421 Copier Maintenance Contracts

Ordinance: Pursuant to § 5-84 Special purchase procedures A. (7) Purchases under extensions of

contracts when no price increase exceeds 10% per year.

The Nashua Police Department, and the Purchasing Department respectfully request your approval of this
contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ce: K Smith

229 Main Street » Nashua, New Hampshire 03061 © Phone (603) 589-3330 « Fax (603) 589-3233

NASHUA POLICE
DEPARTMENT Date: 13 October 2020

wi

Intradepartmental Communication

To: Kelly, Parkinson Purchasing Manager
From: Karen A. Smith, Business Manager

Subject: Nashua Police Department Copiers

The Nashua Police Department's lease for copier/scanner with US Bank has
expired. We are seeking the following replacement make and models with a pooled
quarterly service contract from Conway Technology Group.

(3) Xerox VersaLInk B7030S2
(3) Xerox AitaLink B8155H2
(2) Xerox AltaLink C8145H2

The Nashua Police Department recommends the Lease with USBank and the
maintenance agreement with Conway Technology Group for a total amount of $93,395
over five years. Agreements are included for your review.

Karen A. Smith
Business Manager

(Sbank. APPLICATION NO AGREEMENT NO

Lease Agreement

EQUIPMENT FINANCE

Send Account Inquiries to: 1310 Madrid Street, Suite 101 « Marshall, MN 56258 » Phone: (800) 228-5371 * Fax: ily merece li Fy
Send Payments to: P.O. Box 790448 « St. Louis, MO 63179-0448

The words Lessee, you and your refer to Customer. Tha words Lessor, we, us and.our refer to U.S. Bank Equipment Finance, a division of U.S.
Bank National Association ("U.S. Bank Equipment Finance").

FULL LEGAL NAME STREET ADDRESS
City Of Nashua 229 Main St
City STATE ZIP PHONE FAX
Nashua NH 03060 603-589-3333 _
BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
civ STATE Zp E-MAIL
purchasing@nashuanh gov

EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
Nashua Police Department- 28 Officer James Roche Drive, Nashua, NH 03062

SUPPLIER INFORMATION
NAME OF SUPPLIER STREET ADDRESS
Conway Office Solutions 10 Capitol Street

city STATE ZIP PHONE FAX

Nashua NH 03063 800-343-7777 603-889-4275
ea ams sat aed ed

MAKE/MODEL/ACCESSORIES SERIAL NO

(3) Xerox VersaLink B7030S2

(3) Xerox AltaLink B8155H2

(2) Xerox AltaLink C8145H2

together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceads af the foregoing, Including, without limitation,
insurance recoveries,

C See attached Schedule A
PAYMENT & TERM INFORMATION

60 Payments* of $ 1,108.25 The payment (‘Payment’) period is monthly unless otherwisa indicated. ‘plus applicable taxes
END OF TERM OPTION

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Upon acceptance of the Equipment, THIS AGREEMENT IS NONCANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED.
LESSOR ACCEPTANCE

U.S. Bank Equipment Finance
LESSOR SIGNATURE TITLE DATED

CUSTOMER ACCEPTANCE

BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND
CONDITIONS OF THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO. You acknowledge and agree that the Equipment has been delivered to you and you
hereby accept such Equipment on an “AS-IS, WHERE-15" basis for all purposes as of the dats hereof. Upan you signing below, your promises herein will ba non-cancelable, irrevocable
and unconditional in all respects.

CUSTOMER (as referenced above) SIGNATURE THLE OATED

FEDERAL, TAX ,D. # PRINT NAME
21242 Paga 1 of 2 Rev 0601/2017

1. AGREEMENT: You worea to feasa from us the goods (Equipment and, if appheable, finanen certait softvate. soltwara keansets), softwere components and/or professional serveas ia connection with software
(cotlectively, tha “Finariced tems," which are n¢lyged In the word "Equipment unless separdiely stated) fram software loensar{s) andlor supplier(s) donlfectively, tha “Suppier’), aif as described in this Agreement and
Jn any attached schedule, addendum or amendment hereto (Agreement). You represent and wesrent hal you will use the Equipmest for businass purposes only. You agrea to ail of tha lenms and conditions
contained in this Agreement whsh, with the aocaptance certification, is the entire ageeement between you and us regaréng tho Equipment and which supersedes any purchase onder, Invoice, request for proposal
fespoate of other mated document. This Agreement becomes valid upon execution by us. The tern shall start on tha date ve pay Supplier. Interim reniitue date adjustments wil be [nan amount equal ta W/30%h of
ihe Payment, mtpied by the number of days between tha Agreement starl data and tha first Payment due dais. If any provision of this Agreement is declared unenforceabla, the ather provisions herein shall zemain
in fel force end aligct to the fullest extent permitted by law.

2 GWHERSHIP; PAYMENTS; TAXES AND PRES: We own tha Equipment, axcluding any Financed items. Ownership of any Financed {tems sho remain with Supplier thereof, You will pay all Payments . as
adjusted, when dua, withowl notice or demand and wilhout abatement set-off, counterclaim or deduction of any amount whatsoever. If any patt of a Payment is more than 5 days lata, you agree to pay atata charge ol
107% of the Paymant which is tate or, if fess, tha maximum charge allowed by law. The Payment may be adjusted proportonataly upward or downward: {i} Iftha shipping charpes or taxes difer from the estimate given
ta you; andor (@] to comply with tha tax aves of the stata én which tha Equipments located, You shall pay allapplicable taxes azsessments and panaides related to tis Agreement, whether iavied or asteszed on this
Agreement, on is (except on our incpma} or you. or on the Equipment, lis lease, sala, ownership, possession, ute or operalion. twa pay any taxes or other expanses lhat are owed hereunder, you agfee to reimburse
us when wa fequest nd to pay us 3 processing fee for each axpense wa pay an your behall, You agree to pay us a fze of $35.00 for (ling and/or searching costs required under tha Unigorm Commarcial Coda
(UCC) or other laws. You agree to pay us an origination fae af $99.00 for ali closing costs. We may apply all sums received Irom you lo say amounts dua and owed to ug under tha terms of this Agreement, Hf for
any reason your check is returned for insufaciant funds, you wail pay us a service charge of $3) or, If less, the maxlmem chamga stowed by lav. Wa thay make a profit on any fees, estimated tax payments and ather
changes paid under iis Agreement

3. EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment: () in good repair, condiion and working onder, In compfance with applicable favs, ordinances and manufacturers and
reguiatory standards; (I) rea and clear of off Gans and claims; and {2i} al your address shown an paga 4, and you agrea naf ta move i unlass we agrea In writing. You grant us a security interest in tha Equipment fo
secure all amounts you owe us under any agreement with us, except ainounts secured by land and busdings In addition io the Equipment. You authariza and ratty our fing of any fiteticing statements). You wifnot
change your nama, stata of emjanizalion, headquarters of residence without providing prlor writlen notcg ta us, You wil notily us within 30-days if your stata of organization mvokes or taminates your existenca,

4. INSURANCE; COLLATERAL PROTECTION; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment hviy insured against aff risk, with us named as landers loss payee, in an amount not less than
tha full replacement value of tha Equcpenent uetit this Agreement fs terminated. You also agree to maintain tlabiity insurance with such covdraga ef ftom such ingurance camier a5 shall be satistactory 40 us and to
inchuda us as an additional insured on the polcy. You will pmmvide writien notice 0 us within 10 days of any modification or cancellation of your Insurance policy[s). You agrea to provide us certlicates or other
evidence of insurance aocepiable (to us. il you do not provide us widt acceptable evidence of property insurance within 30 days alter the start of this Agreement, we may, al our sole discretion, charge you a masthly
property damage surcharge of up to 0035 of the Equipment cost as a resuft of our credit ask and administrative and other costs, as would be futher dascribad on a letter from us fo you. Wa may niake a profit oa the
program, NOTHING iN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE GN THE EQUIPMENT. We are not sponsible for, and you agree 40 hold us harmless and
reimburse us for and to defend on cur behaif against any claim for any loss, expanse, Hebiity or injury caused by or In any way rated 10 delivery, Installation, possession, ovmership, lasing, manulactura, use,
condition, inspection, removal, returns or storage of the Equipment. All Indemnltias will swvive tha expiration or temmmazton of this Agreement. You ara responsitfe for any loss, theft, destruction or damage [o the
Equipment (Loss’). regastiass of cause, whather or notingured. You agree to prompily notify us in writing of any Loss, if a Loss occurs and we have no{ otherwise agreed in weitng, you wil promply pay to us the
unpied balance of this Agreement, fnctading any Iuture Payments to the end of the lerm plus the anticipated residual valve of tha Equipment, both discounted to present valua at 2%. Any proceeds of insurance wil be
paid to us and credied eqeinst the Loss. You authorize us ta sign on your behalf and appoint us as your allomay-in-fact te endorse In your nama any lnsurance drafts or checks Insued dua to a Loss,

5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without cur prior writes consent. You shalinot
consolidate or merge with or Inte any other entity, distibute, sell or dispose of allor any substantial parton of your assets other than in the ondinary course of business, without our prior wailten consent, witich shall nat
be unreasonably withheld, and the surviving, or succeseor ently of tha transleres of such assets, as the case may be, shall assume all of your obligations under this Agreement by a written Instrument acceplabla to
us. No event shall occur which causes of resulls in a transfer of majority avmership of you while any obligations ara outstanding hamunder, Wa may sell, scign, or transfer this Agreemant without naliea to or consent
from yau, You agree that if wa sell, easiga or wansfer this Agreament, our assignae vail have tha same rights and benefits thal wa have now and will not have lo perfonn any af cur obligations. You agree that our
assignee wil not be subject to any claime, defenses, or offsets thet you moy have agalaet ue. Ths Agreement shed ba binding on and inum to the benedt of tha parties hereto and their respectiva successors
and assigns.

4, DEFAULT AND REMEDIES: You will ba in default if: 4} you do nat pay any Payment or other cum due to us or you fa% to performs in accordance with tha covenants, terms and condions of this Agreement or any
other agreement with us or any of ovr affgiales; (i) you maka or hava made any falze statement or misrepresentaton to us; (ia) you or any quarantor dies, dissolves, liquidaias, tarminatss existence or Ig in bankruptcy;
{iv} you or any guarantor suffers a material adverse changa ‘n is financied, business or operating condition; or (v) any guixanler dalautts undar any guaranty for this Agreement. if you era ever in defaull, st our opgon,
we can cancel thes Agreemeal and require that you pay the unpaid balance of this Agreement, Including any future Payments to tha end of tenm plus the anticipated residual value of the Equipment, both discounted lo
present value al 7%, We may recover delault interest ca any unpaid amount at tha rate of §2% per year. Concurrently and cumulatively wa may also use any remadies available te us under the UCC and any other
law and we may require that you inmediately stop using any Financed ftems. Hl we taka poszession of tha Equipment, you agrea to pay the costs of repossession, moving. storage, repair and sale. ‘The nat proceeds
of the sata of any Equipment vail ba credited agains! what you owe us under this Agreement and you will ba responsibta for any deficlaney. In the evant of any disputa or enforcement of our rights under this
Agreement oF any relaied agreement, you agrea !0 pay our razsonable attorneys’ fees (including any Incurred betarg or at bial, on appeal or In any other proceeding}, actual courl costs and any othey cokectan casts ,
including any collection agancy fea. WE SHALL NOT BE RESPONSIGLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT ACT OR OMISSION BY ANYGNE

Any detay or faflura to enforca our rights under this Agreement wil nol prevent us from enforcing any rights at alater ime. You agres that iis Agreement is a "Finanos Lease’ 2s dolined by Article 2A of tha UCC and
your rights and remedies are governed exclusively by this Agreement. You waive ail rights under sectiong 24-508 through 522 of the UCC. interest is charged or co¥ected th excess of tha maximums Ewtulrate.we
yall refund such excess lo you, which wil be your sole remedy

7 INSPECTIONS AND REPORTS: Wa have tha right, al any reasonabia tima, to inspect tha Equipment and any documents relating to Bs Installation, usa maintunance and repair. Willln 30 days aller our request
you will deliver ali requested infomaton which we deem reasonably necessary to determine your current financial condition end ialthtul performance of te terms heraot. Financial ivornation will generally not be
required unless your exposure with us exceeds $1,000,000, Unlass otherwise accepted by us, each financial statement shall be prepared in accordance with generally accepted accounting principles consistantly
applied and shail faidy and accurately present your financial condition and results of operatons far the period to which it pertains, Yau authorize us to obtsin crecit bureau reporis for credit and eo lection purposes and
lo shave them with cur alfiiatas and agents.

6. END OF TERM: Unless the purchase option is $1.00, al the end of the initia! term, this Agreement shall renew Jor successiva {2-month renewal fern(s) under tha same tems heres! unkes you send us written
notce hotwaen 80 and 150 days belora the end of tha initial term or at as] 30 days balore the end of any renewal term that you want to purchase or ratern the Equipment and you timely purchase or ratum the
Equipment You shall continua making Payments and paying all other amaunis due untiitha Equipmentis purchased of retumed, As long aS you have given us tha required wntlan notice, fyoudo not purchase the
Equipment, you wid retun af? of the Equipment $o a jocation we specify, at your expense, in rela re-saleable condition, full wordng onder and complala repair. YOU ARE SOLELY RESPONSIBLE FOR REMOVING
ANY DATA THAT MAY RESIGE IN THE EQUIPMENT, INCLUDING BUT NOT UMITED 70 HARD ORIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY.

9, USA PATRIOT ACT NOTICE: To help the goverment light the funding of terorism and mangy laundering actlviles, federal few requires all financial ingktutions to oblain. verity, and record formation thal
Hentfies each customar wie opens an sccount, When you enter inte a transaction with us, wa ask for your business nama. addmss ard other iformation thal wil allow us to Wently you. We may algo ask to see
other documents that substantiate your businass identity,

10. HISCELLANEOUS: Unless othenvisa stated in an addendum hereto, the parties egree that: (i] this Agreement and any related documents herolo may be authenticated by stectronic means: Uhthe ‘trighal" of
thls Agremant shall be the copy that bears your manual, facsimie, scanned of electronic signature and thal also bears our manually signed signature and fs held by us: and {ii} ip tha extent this Agreament consttutes
chattel paper (as defined by the UCC). a security interes} may onty be erated in tha onginal. Notwithstanding the foregeing, (I] for evidentiary purposes, any faxed, scanned of e ectronic copy of this Agreemant may
be considered the original, and you waive the tight io challange in court the authenticity of binding effect af any such copy or signature thereon; and (i) we reserve the right lo require you tp sign any hstrument
Manually and to deliver t us an original of such documen!. You agrea tp execute ony further documents that we may request to cary out tha Intants and purposes ot this Agreement, All notices shallbe mailed o¢
delivered by facsimila iensmission or ovemight couries to the respective parties at the addresses shown on this Agreement or such thar address as a party may provide ih writing from lime lo fima . By providing us
with a telephona number for a celular phone oc other wireless Gavice, Including a number that you (ater convert to acellular number, you amy expressly consenting to receiving communsiations , ncluding but nat imitad
{¢ prereconded or arvicial volog message calls, text messages, and calls mada by an aulomatic telephone diaing system, from us and our afiiiates and agents af thal namher. The express consent applias to each
such ielaphona number that you provide to us row or in the future and pecmits such calls fornon-markeling paspotas, Calls and messages may tour access fees from your cellular provider. You authoriza us lo make
non-material amendments {including completing and conforming tha daceripbon of the Equigenent] 9 any document [ns connection with this Agreement. Unless sizted otherwe herein, aif other modificatians to aus
Agreement must be in writing and signed by gach pasty of in aduly guthentcated elecimnle record. This Agreement may not be modified by course of perlormanca.

Tf. WARRANTY DISCLAIMERS: WE ARE LEASING THE EQUIPMENT TO YOU ‘AS-S.‘ YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED VPON YOUR OWN JUDGMENT. WE DO HOT
TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUPMENT. SUPPLIER IS NOT AR AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER, AND NOTHNG
SUPFLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST
ANY SUPPLIER, LICENSOR OR BANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT.
WE MAKE HO WARRANTIES, EXPRESS Of IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FIFHESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY,
ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND
ANY FINAHCES ITERS. SC LONG AS YOU ARE NOT [N DEFAULT UNDER THIS AGREEMENT, WE ASSIGN 70 YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.

12. LAW; JURY WAIVER: This Agreement wil be govered by and construad ‘hn acrotdanca wilh Minnatota law, You consent to juritdiction and venue of any stale or federal court in Minnesota end waive tha
dalense of Inconvenient forum. For any acton ansing out of or relating 6 this Agreement or the Equipment, BOTH PARTIES WAIVE ALL FUGHTS TO A TRIAL BY JURY.

21742 Paga 2ofZ Rey 0601/2017

STATE AND LOCAL
(Sban k. GOVERNMENT ADDENDUM

EQUIPMENT FINANCE AGREEMENT #

Addendurn to Agreement # , between , as Customer and U.S. Bank Equipment Finance, a division of U.S. Bank National Association
("U.S. Bank Equipment Finance"), as Lessor. The words ‘you" and “your” refer to Customer. The words “we,” “us” and “our” refer to Lessor.

The parties wish to amend the above-referenced Agreement by adding the following language:

REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant io us that: (i) you have been duly
authorized under the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your governing body to
execute and deliver this Agreement and to carry out your obligations hereunder; (ii) all tega! requirements have been met, and procedures
have been followed, including public bidding, in order to ensure the enforceability of this Agreement; (iii) this Agreement is in compliance
with all laws applicable fo you, including any deb! limitations or limitations on interest rates or finance charges; (iv) the Equipment will be
used by you only for essential governmental or proprietary functions af you consistent with the scope of your authority, will not be used in a
trade or business of any person or entity, by the federal government or for any personal, family or household use, and your need for the
Equipment is not expected fo diminish during the term of this Agreement; (v) you have funds available to pay Payments until the end of
your current appropriation period, and you intend to request funds lo make Payments in each appropriation period, from now until the end
of the term of this Agreement; and (vi) your exact legal name is as set forth on page one of this Agreement.

NON-APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make Payments or any other amounts due
under this Agreement or (to the extent required by applicable law) this Agreement is not renewed either automatically or by mutual
ratification, this Agreement shall terminate and you shall not be obligated to make Payments under this Agreement beyond the then-
current fiscal year for which funds have been appropriated. Upon such an event, you shall, no later than the end of the fiscal year for
which Payments have been appropriated or the lerm of this Agreement has been renewed, deliver possession of the Equipment to us. If
you fail io deliver possession of the Equipment to us, the termination shail nevertheless be effective but you shall be responsible, to the
extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of Payments thereafter
coming due that is aitributable to the number of days after the termination during which you fail to deliver possession and for any other loss
suffered by us as a result of your failure to deliver possession as required. You shall nolify us in writing within seven days after (i) your
failure to appropriate funds sufficient for the payment of the Payments or (ii) to the extent required by applicable law, (a) this Agreement is
not renewed or (b) this Agreement is renewed by you (in which event this Agreement shall be mutually ratified and renewed), provided that
your failure to give any such notice under clause (i) or (ii) of this sentence shall not operate to extend this Agreement or result in any
liability to you.

TITLE TQ THE EQUIPMENT: ff the selected purchase option for this Agreament is $1.00 or $101.00, unless otherwise required by law,
upon your acceptance of the Equipment, title to the Equipment shall be in your name, subject to our interest under this Agreement.

The parties wish to amend the above-referenced Agreement by restating the following language:

Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and restated as
follows: “You agree that the terms and conditions contained in this Agreement, which, with the acceptance certification, is the entire
agreement between you and us regarding the Equipment and which supersedes any purchase order, invoice, request for proposal ,
response or other related document.”

Any provision in the Agreement stating that this Agreement shall automatically renew unless the Equipment is purchased, retumed or a
notice requirement is satisfied is hereby amended and restated as follows: “Unless the purchase option is $1.00 or $101.00, at the end of
the initial term, this Agreement shall renew on a month-to-month basis under the same terms hereof unless you send us written notice at
least 30 days before the end of any term that you want to purchase or retum the Equipment, and you timely purchase or retum the
Equipment.”

Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: “We may sell,
assign, or transfer this Agreement without notice to or consent from you, and you waive any right you may have to such notice or consent."

Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any
agreement is hereby amended and restated as follows: “To the extent permitted by law, you grant us a security interest in the Equipment
to secure all amounts you owe us under this Agreement and any supplements hereto. You authorize and ratify our filing of any financing
statement(s} and the naming of us on any vehicle title(s) to show our interest.”

10162 REV 11/17 Page 1 of 2

ELIGIBLE PARTICIPANTS:

Political sub-divisions (counties, cities, towns, school districts, special district or precinct, or any other governmental
organization), or any nonprofit agency under the provisions of 501¢ of the Federal internal Revenue Code, shall be
eligible to participate under this contract whenever said sub-division or nonprofit agency so desires.

BACKORDERS:

The Contractor must immediately notify the state agency if any iiem is not available for delivery in the required
time frame, and must indicate the anticipated delivery date of that item. Contractor will complete delivery of alll
other items on the order and will deliver backordered items as soon they become available. Invoice shall indicate
‘partial shipment’.

WARRANTY:

Manufacturer shall provide a five (5} year warranty from date of issue, that vest will meet the bollistic-resistant and
deformation requirements as per Federal NIJ-STD 0101.06 velocities and test methods. Concealable covers shall
have a minimum 12-month warranty from the date fhe items are received, inspected and accepted by the
State of New Hampshire. The warranty shall cover 100% of all parts, shipping, labor, travel, lodging and
expenses.

WARRANTY REPLACEMENTS:

All armor panels requiring waranty work shall be returned to the using agency within fourteen (14) days. In the
event of ballistic or sharp instrument confrontation, said vest will be replaced with a new, unused identical styled
unit. Delivery shall be fourteen (14) days upon formal notification unless mutually agreed upon between the using
agency and the contractor.

INSURANCE

Vest manufacturer shall agree to provide and maintain a minimum of $14 million dollar product liability
insurance per occurrence for delivered vests.

USAGE REPORTING:
Contractor shall be required to submit Usage reports for analysis to the Division of Procurement and Support
Services, Purchasing Agent/Contract Manager.

e Contract Number (State of New Hampshire Contract # and Multi-State Contract Number/Agreement
Reference}.
Utilizing Agency and Eligible Participants
Items sold and/or all products purchased (showing the Manufacturer, item, pari number, and the final
cost)

e Total cost of all products purchased. Ability to sort as needed from any category, including Agency
and/or eligible participant

e €&xcel or CSV formatied document or ciher compatible document

VEST LABELS

Each vest shal! be labeled to include the following: name of manufacturer and location armor was
manufactured, threat level, NIJ-STD 0101.06, date of manufacture, size, serial number, lot number, style
designation and officer's name, The manufacturer may, at its option, include a catalog number for supplier or
distributor convenience, provided that such number is properly identified and totally separate from the
model/style designation line. Labels shall remain readable throughout the warranty period.

CARE INSTRUCTIONS:

The manvfacturer shall offer instruction or provide presentations as requested by State regarding the care,
instruction, usage and limitation of bullet-resistant and stab-resistant armor, Briefings to training classes regarding
proper fit, care and maintenance during the fitting and measurement visits may also be required.

RECALL NOTICES:

Manufacturer will be responsible for notifying the State of recall notices, warranty replacements, safety notices
or any applicable notice regarding the products being sold. Manufacturer must notify the State of all recalls,
warranty replacements, safety notices, etc. in writing within 30 calendar days. Failure to notify the State may
result in the immediate cancellation of award.

RFB #2377-21 Page 2

Any provision in the Agreement stating thal you shall indemnify and hold us harmless is hereby amended and restated as follows: “You
shall not be required to indemnify or hold us harmless against liabilities arising from this Agreement. However, as between you and us,
and to the extent permitted by law and legally available funds, you are responsible for and shall bear the risk of loss for, shall pay directly,
and shall defend against any and all claims, liabililies, proceedings, actions, expenses, damages or losses arising under or related to the
Equipment, including, but not limited to, tne possession, ownership, lease, use or operation thereof, except that yau shall not bear the risk
of loss of, nor pay for, any claims, llabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring
after you have surrendered possession of the Equipment in accordance with the terms of this Agreement to us or that arise directly from
our gross negligence or wiillul misconduct,”

Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other Jenders shall be an event of
default under the Agreement is hereby amended and restated as follows: “You will be in defauit if: {i} you do not pay any Payment or other
sum due to us under this Agreement when due or you fail to perform in accordance wilh the covenants, {erms and conditions of this
Agreement; (ii) you make or have made any false statement or misrepresentation to us; or (fi) you dissolve, liquidate, terminate your
existence or are in bankruptcy."

Any provision in the Agreement stating that you shall pay our attorneys’ fees is hereby amended and restaled as follows: “in the event of
any dispute or enforcement of rights under this Agreement or any related agreement, yau agree to pay, to the extent permitted by law and
to the extent of legally available funds, our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any olher
proceeding}, actual courl casts and any other collection costs, Including any collection agency fee,”

Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of @ default, fallure to
appropriate funds or failure to renew the Agreement is hereby amended to limit such requirement fo the extent permitted by law and legally
available funds.

Any provision in tha Agreement stating that the Agreement is govemed by particular state's laws and you consent to such jurisdiction and
venue is hereby amended and restated as follows: “This Agreement will be governed by and construed in accordance with the laws of the
state where you are located. You consefi{ to jurisdiction and venue of any state or federal court in such state and waive the defense of
inconvenient forum.”

By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In the
event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. In all olher respects, the terms and conditions of the
Agreement remain in full force and effect and remain binding on Customer.

U.S. Bank Equipment Finance

Lessor Customer
x
Signature Signature
Tiile Date Title Date

NOTE: CAPITALIZED TERMS iN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE.

40162 REV WAT Page 2 af 2

TERMS AND CONDITIONS

(Sban Ik. ADDENDUM
EQUIPMENT FINANCE AGREEMENT #
2707131

Addendum to Agreement # 2707131 and any future supplements/schedules thereto, between CITY OF NASHUA, as
Customer and U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("U.S. Bank Equipment
Finance"), as Lessor/Secured Party ("Agreement"). The words “you” and “your” refer to Customer. The words “we,” “us”
and “our” refer to Lessor/Secured Party.

The parties wish to amend the above-eferenced Agreement as follows:

SECTION 12: READS AS FOLLOWS, “This Agreement will be govemed by construed in accordance with the law
of the state of the principal place of businss of Lessor or its assignee. For any action arising out of or relating to
this Agreement or the Equipment, BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY."

By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor/Secured
Party to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum
shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain
binding an Customer,

U.S. Bank Equipment Finance CITY OF NASHUA
Lessor/Secured Party Customer
X
Signature Signature
Title Date Title Date

NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATEO OTHERWISE,
A500 REV 01/19

COonw

100574516

MAINTENANCE AGREEMENT

amie Opa 15674

| Ove: GNo End

Pooled Quarterly B&W Service Contract:

6 B&W Copiers on a pooled Quarterly allowance
$495 Base Charge Per Quarter includes:
90.000 BSW Copies! Quarter Overage biled at $ 0055icopy
(3) Xerox VersaLink B7030's
(3) Xerox AltaLink BB155's

Pooled Quarterly Color Service Contract:
2 Color CB145's on pooled Quarterly akawance
$850 Base Charge Per Quarter Includes
40,000 B&W Copies Per Quarier. B&W Overaga
Biled at § 005S!copy & 14.000 Color Copies Per
Quarter, Color Overage Bited at $.045tcopy
(2) Xerox AllaLink G8145's

all service, labor, parts, & consumable
(Excapt paper and staples)
Maintanance
7 Labor Labor

8, Does not inchida -Prevent. Maint. (no supp ies}
paper, Jebels, staples or Does not include

Upgrade YES [NO

Remove Currant Equipment # YES NO
Change Current Contract yes fNO

Machine TGS, TGA80, 76083, T6004, & TG0E?

Single MFP per year We have opted out of this program.
Multiple MFPs per year We have opted out of this program.
a WebEx remote PC connection.

to ;
(INCORPORATED HEREIN BY

Service Terms and Conditions

1 Definitions. Tha Best page of #3 Sales Onder/Servica Agreamentis cated the Cover Page. The Cover Page and thete Teens and Conditions, along with a Gstag of additional products on Schedule fil
atechad), represent the agreementiihe "Ameement) babvesn Conway Technology Group, LLC Company’) and the Customer, wih respecd io tha acquisition ol these Products enthed an the Cover Page andor
Schedute A gad tha service for such Products, “Products” shat maan the equpmen (Equipment) and any Software Licenses, “Servica" shall mean the servica 23 set forth in paragraph 4 below. Throughout this
Agreement tha words "Wa." “Our,” and Us" refer ta Company. The words “You” and “Yoor"raler fo the Customer indented on Brg reverse.

2 Sendges, This Agreement covers both the labor and materials ky adjustnents, repairs, and replacement ol paris necessitated by nearmal wee al he Equinment Esied on ie lace af fis Ameemant {Senaes’),
Senvices do not inchede tha following: (a) repairs dua lo (] mitute, nagtect, or abuse Gncluding, without limitation, impo per voltage or use of suppfes that do notconforn to Ihe menulscturers' specifiestions), (i) use
ofaptions, accessories, products, supplies not providad by Company, {ii} non-Company stersbons, mlocesan, at serving; endfor (tv) loss of damage resutting from accidents, fre, water, of theft (b) maintgrance
requesled oulsids Company's nomad business hours or this Agreement, {c) refocalisn, (d} software or canneciad hardware, (e) hard drive replacement (1) Thermal heads, procoss unis, and fuserunits for Facsimza
Machines. (g} Therma? Heads and MiCR Tones ior Laser Printers, and parts znd labor for 28 non-lases printers, and/or (h} parts for Scanners. Feplacenwinl parts may by rine, reprocessed, of recovered, Supplies
provided by Company ara in accordance wih tha copy volumes set forth on tha face of this Agreement and within the manufecty ers stated yatds, andide nolincliy staples. Supaies ara wa ba used exclusively tar
the Equipenent and remain Company peppery unl consemned. You wil retum, of atkay Company to rebieve, any unused supplies al tha lenmingdon/expieton ofthis Agmement You are responsible fer the caste!
extess suppues. You authorize Equipment ia be connected to automatic malar reading soltvware and/or davice or, wo alhanise request, You wl peovide ws with accuralamelerraadings for each item al
Equipment when and by such means 23 we request tf You do not pacrrét tha Company io ute automate mater reading softwme and/or devices, Company may charpe.a monthly fea for manvaty performing mater
reads. {f You do not provide mater mads a3 required, Company may estenats tha raading and di accordingly You shall provide adequata space and electrical service lor tha operation of the Equipmentin
accordance with UL and/or manufacturer's specifications. Supphes wal be shipped via UPS Ground. Unless othensise stated herein, Customer wil be biked for shipping, jacludinty, bot not liméad to, UPS Ground,
Overnight and/or Messengers Service. Additional fea may ba charged tor Services provided outside Company's standard businass hours of ior competerfnebwork psues and wil be at Company hourly cates in
afiect at the tna cf Services. If, at any Gme during tha Tenn of this Agneemant, Customer upgrades, modifias, or adds equipmant Customer shad promplly notlly Company and provide Company night of first retucal
fy provide Services tor added equipment. Gompary maintains the right {o inspect eny upgrades and medications to Equipmentanor additional equiomentand, ia its sola discretion, determine whather equipment
ls ebgtbla dor Services. If approved for Services, the Agreemeni wal be amended ta imeluda such changes, mckiding pring moddicabons. Untess othenwise agreed toin writing, Customer remaing solaly responsive
in secure any sensitive data end permanently daletg such data fom #9 internal media storaga price to removal of Eoxipmentor termination of this Agreement,

3. Term ged Payment, Exceptas may aderwise be provaded fer herein, bis Agmement in non-cangelable end shad remain in efiestthroughaul tha Term: and, unless pathedin witng taly (60) days pre to its
expaauon, this Ageementsha'l aulomatically renew lor additional ona (1) year periads. In the event tha lees herein are included in Your lease payment, tha Term shed run concurrently vath tha laase agreement and
be subpctte the renewal provisions provided for therein, Tha meter countal iastavaton or, mn bia case of owned printers, at assessment wil ba used kar matersovereges calculations. You aorea to pay Company
al amounts dua in accordance wih the payment terms satlorth on tha face of this Agreemant or in accordance with the appseebia toase agreement and a8 other gums when due and payad's. Any Manin
Monthly Paymantenttes You to Senstas for a specif number and typa (ie. black & white, color, scan) of Prints Copees as identfied on the face of this Agteemant and will ba bled In advanne. In addition, You
agren to pay tha Qverage Rata foreach PrnvCopy thal exceeds the anpicable number and type of PrintyCopies provided in the Minimum Monthy Payment! winch amountshal be bled in avears andis payane as
indicated oa the face atthis Agmament A PrinvCopyis datined as standacd £.9°2 41" copy (larger size copies may register tacmeter clicks). No credi wil ba appled towards unusedcoples/pints. Your obligation
fo Day 34 sums when due shall be abgotule and uncondibonal and is not subject {a any abatement, offset defense of counleraiaim. If any payment ia notpaid within {Odeys ol iis dua date, You wd pay a late charge
nol to exceed 7% of each late payment {or such lesser rata as i the maxinum allowable by lav}. Company has tha fight to withhold Services and supptiss, vathoutrecourse, for any non-payment Unless otherwite
statedon the fata of this Agreement, Company ray increase the mates hereunder on an annualbasis, Companyralains the tight to have ad or soma of the amounts dug hereunder biled andlor cofected by third
parties. H Customer requires any speclatized biting procedure or invoicing, Company reserves tha right to bil an administrative fea ant fp exceed $100 per invoke,

4, Taxes, Payments are exclusiva of af state and hical sales, ute, excise, priviega and sirélar laxes. Youwdl pay wien due, ether directly of ta Us upon demand, aff axes, fines and pensties relating {0 this
Agreement that are now or in tha future asressed.or levied.

5. Liplted Leengeto Use Soltwere. Company grants (and is hereby authorized by its Bcensor's ta grant] you anon-exclusiva, not-Yansierabialcense louse i the U5. {a} softwana and accompanying
documentation (Base Sofware’) ony with tha Equipment with which il was delivered; end (b} Softwora thatis set forth 3% a separate Eno item in ths Agmement (Appicatan Sottwere’) (includagits actanpanying
documentation}, 23 applicable, lor as long 23 you aa currentin tha payment ol ai appicabia coftwara license fees. “Basa Sclewara” and “Appicaton Sofware” ary referred tocnliectvely a% “Licensed Sottware™ .

You hava np ather rights andmay not (1) distigute, copy, moddy, creala denvatves of, decompla, of reverse engaieer Licensed Soltware: (2) activate Lkensed Soliwere dabvened with dhe Equipenantin an
imactvaled stata; or {3} alow others to engage in same, Tite bo, and ad intebectual property rights in, Licensed Soliware wil reside solely wath Company and/oy its feensars (vidio val be considered third-party
benaficlaies of this Section). Licensed Soliware may contain code capable of automaticaly ceabling the Equipment Disabling coda may ba actimtedi: (x} Company is denied access to peniodeslly reset such
coda; {y) you are noGhedol a dafauttunder this Agreement or (z) your Ecenca is temolnatad or expires. Tha Base Sottware tcense wil terminate: (i] if pouna fongar ute or passess tha Equipment or (i) upon tha
expiration or terminaton ol thes Agreement unless you have exercived your option to purchase tia Equigmient Neither Company aorits Ecenzors warant that Licensed Sottwara will ba free from errors or thal as.
operation wi be uninterrupted. Tha foregoing lems do nol apply tp Diagnoste Sotwena or to Licensed Sotivrarakdocumentation ancompaniad by a Clickveap of shinkveap conta agreementor athermasa mada
tublect to a separala Srense agreement

&. Dlngnostic Seftyars, Soliwera used to evalualaor maintain the Equipment Diagnaste Saltware"} may ba included with the Equipment Diagnostic Sofware is avatusbis fade tecretol Company ois
Litestors. Tra fo Diagnostic Software vad remain with Company or its fcensors. [fs included, Company does nat grant Customer any right io ase Biagnastic Sc k sthorizaton is sp2ci

ating, ated Customer wil a0l acces, uid, produce, dsinbulg or disc loge Diagnostc Godiware for any pwpose tor alow third parges to-do ro) unless s0 authored. Customer wil alow Compenyreanhati
access to the Equimentio remove of deable Diagnostic Software it Customer is no longer receiving Senvice from Company

7. Sottware Guapert, Except for Products andor Thaed-Party Produets idenbfiedas Ho Gve.”, Company (or a designated servicer) vl provida the solfydta support gel fevih below of in accontanca with an
Stached statement ol work ("Software Suppor’). For Base Sottwara for Equipment, Software Support wall ba provided during the initial Tern and any renewal period hutin no event longer than § years alter
Company stops tahing customer orders for tre subject modet cf Equipment For Appicaton Soltware, Sothware Support wil ba provided as long as you are curentin tie paymentol af appicable software Keense
and suppor fees, Company will maintain a wed-based of mt bee holine dunig Company's standard working hours lo report Licensed Software peoblema and answer Licenced Softwaraelated questions.
Company. either daeetly of with is vendors, waF naka masonabie aflorts lo; (a) assura thal Licensed Sothvim performs in matenal confonmily wrth its user documentation; (b) provide available workarounds or
patches to resolve Licensed Software pafomianes problems, and (+) retolve cading esrors lor (i) the current Release and (1 the previous Release fora penod of Gmonths after the cuvent Release is made
avaiable bo you. Company wi nol bs required fo provide Software Supportif you have modded the Leensed Software New releases of Licensed Solwane that parnanly incomporals compliance updates and coding
error fixes ara designated as ‘Maintenance Relaases’or “Updates” Maintenance Releases or Updates thal Company may make availabla vai be provided at ng charga and must be implemented within six months,
Newrelaases of Licensed Sofware fiat incude new content or funcionazily (Festura Releases") wil ba subject 1 additional loense fees al then-current pricing. Manlenance Relsazes, Updates and Faalura
Releases ane cotectively roletred i a5 Tleleases” Each Releate wil be considered Licensed Gafiware governed by the Soltware License and Leensed Software Support provisions of this Agreement (unless
otherwise noted). bplemantaton of a Refeasa may require you to procure, at your expanse, additonal hantware andior software from Company of enother enlty Upon istataton of a Reteasa, you wid retum or
destroy afl prior Releases, For Third Pasty Software Wentiied as “No Sve", you shall entes ilo a support agreement with a Thed-Pasty Software vendar or its support tervices provider who shall be solely
responsible for the qually tinelingss and other ferns and condiioasot such suppartsenmees. Company shall hava no Sabiity for the acis or omissions of such third-party supportaervices provider

8. Werranty, Youacknowledga that the Products covered by this Agreementeras selected by You based upon Yourawn judgment, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIRA TATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT BAPLIED WARRANTIES OF MERCHANTASILH Y; OR FITNESS FOR A
PARTECULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY EXCLUDED

9. Limitston ef Dablity, Inno event, shall Company ba tebis for any indvect. special, incidental, consequentel damages loss al profits, or punitive damages whelher based in canbact tort, or any otherlegal
theory and aretpeciva at whather Company has nate of the possibilty of such damages.

19, Dalits Recidies, Any of the folowing even or conditions shad conshtete an Eventaf Default under this Agreement (@) faturg tomake payment when cue af any indebtedness lo Company or for tha
Products, wha ther or not arising under this Agreement withaul notice or demand ty Company’ (b) breach by You at any obfaation herem or (c} if You cease dolng business as a going concem W Youdelault,
Company may {1} require fulure Senices..inclvding supptes, ba pad for i advance, [2}equira You ta immediately pay the amount of the camwining unpaid balance! the Agreemant, (}tenminale any and af
agreements with You, and/or (4) pursue any other remedy permitted al lew orin equity {nthe Eventel Delault, emaining payment amounts dua wal ba calculated using the everege of ds laste: months belinger
tha amour tel forth on the face cf the Agreament whichever is greater, mutipied by the remaining manthsal aAgeement You agrea thal any delay of faiure a! Company ia enforce its rights under tes
Agniementdoes et prevent Company from enforcing any such right al a later time. All of Company's rights andremedies sunave the lenménation of this Agreement In tha evento! a dispute ariging car of this
Agreementor tha Products ieled herein, should i prevai, Company shad be entitied to collection of ts reasonable costs and aliomeys ‘feas incurred in dafenckng or enforcing this Agreement, whalher or nol
Higation is rerrmenced.

11. Agsigwment, You may nolse’, ransier or asso this Agreement wathoul the pros wntienconsealof Company Company ntay sell asnga of tensher this Agreement

2. Hades, Anotces required or perma@tadunder this Agreement shad he by overnighteourer or by regisleredmad lo such party al the addiees set forth in thig Agreement, or at such other addrese as such party
may designats in witng from time to te. Any notice from Company to You shel be effective three days after it has been deposited hn the mab. duly addressed, o7 one day if cant via ovemight cautigy .

13, indemnification, You ara responsite for and agrea bo indemaity and hold Us harmless from, any and a8 (a}kosees. damages penalties cleans, suits and actions (rotectively Claims’), whether based an a
theory af contract, text, strict fiabilty of olheraise caused by or related to Your use or pastéssion ol the Products, and (b} af cnsts and attornays ‘fees incusred by Us relating lo such claim,

14. Electronic Execution, An dlecbonicaly tanemitled version of this Agreement may be considered the onginal and You wil nol hava tha nghi to chatlenga in court the authenticity or binding allect of any faxed or
Scanned copy oF signature thereon. This Agreement may ba signed in counterparts and all Counterparts va ba considered and constitute the same AgreemanL

16. ia} Choice of Law. This Agreementchal ba gavemed by the Lees of tha slatac! New Hampshire (withoul regard tn tha confictat lave or principles of such states): (b} Jury Triat. YOU
EXPRESSLY WAIVE TRIAL 3Y JURY AS TO ALL SSUES ARSENS OUT OF OF RELATED TG THIS AGREEMENT te) Entrg Agreemerd. This Agmeament constiutes the enline soreementhetwean the parses
with regards fo the subject matter herein and supersedes a} pnor agreements, proposals or negoliatens, whetheroval or writen (sd) Enforeeabiety It any provigion of 8s Agreement ig unenleceabla, Magal or
invalid, die remaining provisions wid remain in fuliforca and etiect (a) Amendments. This Agreement may notba amended or modiied except by a writing signed by tha perlies: provided You egres thatwe ara
authored, without nonce 66 You, todupply missing sfonnation of comec! obviows errors provided thal such changa does not materially alter Your obligations; (f} Forca Majsure. Company shail nal ba responsibla for
dslaysor inability ty provide Products or Semices caused crectly of indirectly by strikes, accidents, climate conditions, parts avadabiliy unsafe travel conditions, or other reasons beyond our contol; {q] Company
has tha fight lo modty/eorect any clacal evors.