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United States patent or copyright, if ESCO is promptly provided Notice and given authority,
information, and assistance in a timely manner for the defense of said suit or proceeding.
ESCO will pay the damages and costs awarded in any suit or proceeding so defended.
ESCO will not be responsible for any settlement of such suit or proceeding made without
its prior written consent. In case the Work, or any part thereof, as a result of any suit or
proceeding so defended is held to constitute infringement or its use by Customer is
enjoined, ESCO will, at its option and its own expense, either: (i) procure for Customer the
right to continue using said Work; (ii) replace it with substantially equivalent non-infringing
Work; or (iii) modify the Work so it becomes non-infringing.

(b) ESCO will have no duty or obligation to Customer under Section 5.17(a) to the extent
that the Work is: (i) modified by Customer or its contractors after delivery; or, (ii) combined
by Customer or its contractors with items not furnished hereunder and by reason of said
design, instruction, modification, or combination a suit is brought against Customer. In
addition, if by reason of such modification or combination, a suit or proceeding is brought
against ESCO, unless expressly prohibited by law, Customer shall protect ESCO in the
same manner and to the same extent that ESCO has agreed to protect Customer underthe
provisions of Section 5.17(a) above.

(c) THIS SECTION 5.17 IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OFTHE
PARTIES RELATING TO PATENTS AND COPYRIGHTS, AND DIRECT OR
CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF
CUSTOMER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING
PATENTS AND COPYRIGHTS. Compliance with Section 5.17 as provided herein shall
constitute fulfillment of all liabilities of the parties under the Contract with respect to
intellectual property indemnification.

17 ESCO Contract — Nashua Schools & EEI, Inc.

6. Performance and Evaluation Subsequent to Work
6.1 Workmanship and Equipment Warranty

ESCO hereby assigns to the Customer all warranties of all equipment and materials used in
the Work. Attachment 2 - Maintenance and Service Agreement lists equipment and material
warranties, however, failure to include any equipment or materials having a warranty
neither excludes said equipment or materials from the provisions of this section nor ESCO’s
responsibilities hereunder. ESCO shall provide Customer with a list of all serial numbered
items of equipment installed as part of the Work at or before the Project Acceptance.

ESCO warrants that, for a period of one year from a date of a Certificate of Substantial
Completion (“Warranty Period”), the relevant equipment, materials and Work shall be new
and free from defects in material, manufacture, workmanship and performance as set forth
by the catalogs, bulletins and specifications included within ESCO’s Response to the RFP or
the Scope of Work, whichever is appropriate. If such defect occurs within the Warranty
Period, ESCO shall correct and pay for correction of all defects including replacement or
repair and all parts and labor.

ESCO warrants that, for any equipment or materials used in the Work with a warranty period
in excess of one year, ESCO shall correct all defects including replacement or repair
provided that ESCO’s obligation is limited to the terms of the warranty and provided further
that the Customer, by mutual consent wth ESCO, may correct said defect.

No warranty liability shall attach to ESCO until Work has been substantially completed.
ESCO’s warranties expressly exclude any remedy for damage or defect caused by the
Owner’s abuse, improper operation, unapproved modifications or improper repairs.

Customer may correct any defect and ESCO shall reimburse Customer for its reasonable
expenses incurred in performing such correction subject to any limitations contained within
this section if ESCO fails to correct defective equipment, materials or Work within a
reasonable period of time, but no less than seventy-two (72) hours, upon written notice from
the Customer unless such defect is a condition deemed to endanger health or safety, is a
fire hazard or would otherwise render the Premises unfit for occupancy.

Conditions which are deemed to endanger health or safety are applicable provisions of the
state or local sanitary code, fire hazards under applicable fire prevention regulations and
codes and other emergency conditions that shall be addressed promptly and jointly, if
necessary, by ESCO and Customer assuring thatimmediate precautions are taken to avoid
risk to persons or property, immediate measures are taken to prevent deterioration of
condition, occupants are alerted to any dangers or hazards, and steps for final correction
taken within twenty-four (24) hours. Customer may take reasonable steps to protect the
Premises or the Work on an emergency if itis not possible or reasonable to notify ESCO
before taking such actions.

THE EXPRESS LIMITED WARRANTIES PROVIDED ABOVE ARE IN LIEU OF AND
EXCLUDE ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FORA PARTICULAR PURPOSE, WHICH, TO THE EXTENT PERMITTED BY
LAW, ARE HEREBY EXPRESSLY DISCLAIMED. THE LIMITED EXPRESS WARRANTIES

18 ESCO Contract — Nashua Schools & EEI, Inc.

tailgate delivery, for a factory drop ship, from the Manufacturer to your New Hampshire location. If
you are paying more than these prices for a factory drop ship, then you are wasting part of your
ammunition budget. Drop ships sometimes take a long time. While the prices on the attached sheets are
for factory drop ships, if you cannot wait for a 30 day to 180 day drop ship from the Manufacturer, and
you are willing to pay the freight, UPS, inside delivery, the Contract allows for expedited shipping for
in stock items and we can ship in stock items out of here via UPS, inside delivery, to any Agency in
New Hampshire with a usual delivery time for in stock items shipped from here to any agency location
in New Hampshire of 2-5 days ARO. Freight would vary per the weight of the item as well as the
location being shipped to anywhere from $11.00 for a 15 pound case of $00 rds. 55gr. .223 to $21.00
for a 50 pound case of 1,000 rds. 230gr. .45. We currently have approximately 600 ton — roughly
30,000,000 rds. — in stock and try to maintain that at all times.

We are open five days a week, Monday through Friday, from 0730 to 1600. We accept orders either
mailed via US Mail OR via Emails OR via Fax OR we will take orders orally over the telephone. Our
telephone and fax numbers and email address and mailing address are all listed at the top of this letter.
There is no minimum or maximum order BUT ammunition must be ordered in full case lots and we
have quoted by the case. Just use the Unit prices provided to determine your totals. We accept payment
via voucher and check OR by EFT/ACH and can provide Bank information/Route number/Account
number on request. Invoices are NET 30 days after receipt of product or invoice, whichever ts later.

Everyone (except non-tax exempt Federal agencics/private security) is required to sign a Federal
Excise Tax Exemption Certificate which we provide at the time the order is placed which says it is for
the agency and not being purchased for resale. They must be mailed with original signatures,
preferably in blue ink, and cannot be faxed or emailed once they are signed. IRS rules, not ours, and
chiseled in granite. And as the old adage goes, “I don’t mess with the IRS”. ] do not mess with Game
Wardens either.

As for me, | am third generation in this business. I put over 23 years in the Marine Corps, active and
Reserve, and retired as a Major. ] was an Assistant Prosecuting Attorney for a number of years in
Gloucester County, New Jersey and taught New Jersey and Federal firearms law at the Gloucester
County Police Academy for 26 years and also taught at the Camden County (NJ) Academy on an as
needed basis during the same time period. | am a member of the Pennsylvania and New Jersey Bars
(both active), and Ohio Bar (inactive) plus four Federal bars (active). Bottom line, we know the law
enforcement business. And we supply a large % of the Departments in New Hampshire already so if
you are not already buying from us, it is very easy to just call around and check us out.

And that’s about it. We appreciate your business. Please contact us if we can ever be of service in
the future and feel free to hand out our contact information to any other Department or Agency that is
looking for a reliable source of reasonably priced police supplies. Please call us whenever you need
anything. And if you have any friends with an FFL/gun shop, we supply stores as well. They just
cannot buy at FET OUT pricing and the factory will not drop ship to them. Have them email us for
quotes. We are NOT a huge corporation. When you call. you deal with people here!!

Best regards.

Thomas J. Morris If]

AND REPRESENTATIONS SET FORTH IN THIS CONTRACT MAY ONLY BE MODIFIED
OR SUPPLEMENTED IN A WRITING EXECUTED BY A DULY AUTHORIZED
SIGNATORY OF EACH PARTY.

6.2 Evaluation of Savings Achieved

ESCO shall also prepare and deliver to Customer an annual report of the savings achieved
at the Premises for each of the twelve-month periods specified in Attachment 4 - M& V Plan
in a form suitable for review and subsequent forwarding to the Customer and any consultant
or auditor designated by Customer. ESCO shall include in such report, to the extent
practicable, emissions reduction quantities or similar data attributable to or resulting from the
Work and shall advise Customer on opportunities to achieve monetary benefits from such
credits or attributes which shall be the property of Customer.

The Customer shall notify ESCO of substantive changes in the properties or the operation
or occupancy thereof which could affect energy or water use. Such substantive change shall
be agreed upon by the parties and incorporated in the determination and evaluation of
savings. The obligations under this Article are also described in Attachment 4 - M& V Plan.
ESCO shall be compensated at the rate described in Attachment 3 - Project Cost for
maintaining, monitoring and verification and reporting services.

6.3 Performance Guarantee

ESCO hereby guarantees the level of savings for the time periods and to the level described
in Attachment 4 - M & V Plan (“Performance Guarantee”). The Performance Guarantee
commencement date shall not occur and the Customer shall not be required to accept the
Work unless and until all equipment installation at the Premises and training is completed in
accordance with the terms and conditions of this Contract, including, without limitation, the
satisfaction of all claims for labor and materials. In the event that Final Acceptance occurs
after the commencement date of the Performance Guarantee (See Attachment4-M& V
Plan), then the parties will mutually agree on a modified Attachment 4 - M & V Plan to
accommodate the delay in beginning the Performance Guarantee.

The Performance Guarantee is to be achieved as a result of the Work and theECMs/OCMs
and the resulting savings, if any, shall be calculated in accordance with the procedures
described in Attachment 4 - M& V Plan. The Performance Guarantee is subject to the
satisfactory performance by Customer of all of its obligations under this Contract. In the
event that this Contract is terminated by an uncured Event of Default by Customer, the
Performance Guarantee shall be cancelled. The Performance Guarantee shall remain in
effect for a term not less than the time required to finance the Work or otherwise specified
in this document.

The Performance Guarantee shall thereafter terminate. In any event, ESCO and Customer
have structured the Energy Savings and the Performance Guarantee to be sufficient sothat
the conversion to US Dollars results in amounts sufficient to exceed any and all payments
(In whole or in part) required by Customer in connection with the acquisition of equipment
to be installed by ESCO pursuant to this Contract, the Customer’s lease or financing
obligations and any related agreements associated with the execution of this Contract or
the implementation of the Work.

ESCO shall have no liability to continue providing measurement and verification services or
19 ESCO Contract — Nashua Schools & EEI, Inc.

to honor the Performance Guarantee with respect to any portion of the Work in the event the
Customer: (i) fails to authorize a reacceptance test or recommissioning that ESCO
reasonably deems necessary in order to prevent a savings shortfall with respect to such
portion of the Work; (ii) fails to provide access to a site were such portion of the Work was
performed as required herein, (iii) fails to service and maintain all equipment associated with
such portion of the Work in accordance with the manufacturers’ recommendations in order
to prevent a savings shortfall; or (iv) cancels or terminates the Continuing Service
Program/Contract (See Attachment 2 — Maintenance and Service Agreements).

6.4 Performance Remedies

Energy-related cost savings shall be measured and/or calculated as specified in the
measurement and verification plan provided in Attachment 4 - M& V Plan or as may be
mutually agreed upon in writing. In the event that the energy and cost savings achieved
during such twelve-month period is less than the corresponding Guaranteed Savings for the
same annual period as reflected in Attachment 4 - M & V Plan while the Performance
Guarantee is in effect, ESCO shall pay to Customer within thirty (30) days of the delivery of
such report an amount equal to the deficiency.

In the event of such deficiency, ESCO reserves the right, subject to Customer’s approval,
which shall not be unreasonably withheld, to implement additional operation improvements
or conservation measures, at no cost to Customer, that will improve energy savings in
future years of Performance Guarantee.

All costs associated with having the ECMs/OCMs repaired, replaced, adjusted or re-
engineered and re-installed shall be paid by ESCO and presentation of evidence of such
payment shall be a condition to any Customer approval of such work. If during any twelve-
month period specified in Attachment 2 - Maintenance and Service Agreement and
Attachment 4- M & V Plan the savings achieved are greater than the Guaranteed Energy
and Cost Savings, such excess shall be retained by the Customer and not applied to
ESCO’s requirement to deliver Energy Savings beyond the stated year.

6.5 Security for Performance Guarantee — Not Included

6.6 Independent Audit — Not Included

6.7 Other Performance Terms and Conditions

All actions taken under Section 6, including but not limited to correction of warranties,
remedy of performance shortfalls and maintenance of equipment by ESCO, shall conform

with sections 5.02 through 5.17 inclusive.

6.8 Contract Closeout Responsibility

At the termination of the Contract, ESCO shall perform a walk-through survey of the
properties covered by this Contract and prepare an assessment of the condition of the
equipment and materials installed as part of the Work and subsequent thereto under this
Article. This closeout report shall include but not be limited to the following, as appropriate:

1) Operating and maintenance recommendations during the remaining life of

20 ESCO Contract — Nashua Schools & EEI, Inc.

21

equipment installed if different from requirements furnished upon installation or
if changes in technology or procedures affecting the equipment could extend
the useful life of the equipment or increase the conservation efficiency,

2) An overview of new technology or additional conservation measures for
the Customer to consider.

ESCO Contract — Nashua Schools & EEI, Inc.

7. Obligations of the Parties
7.1 Qbligations of ESCO

ESCO acknowedges and agrees that ESCO’s obligations hereunder are in the capacity of
providing professional services for the purposes described in the Preamble to this Contract
and in said capacity ESCO is expected to provide energy, water and operational auditing,
engineering, design and monitoring services, construction management including general
contracting as necessary, and other related services as solicited in the RFP and as may
normally be incidental to these types of professional services. ESCO acknowedges and
agrees that any other functions, including, butnot limited to, manufacturer’s representative,
dealer or distributor of equipment, materials or commodity specified herein or as
subcontractor, or any ownership interest in whole or in part, or financial affiliation with a
company that performs such other function shall constitute a conflict of interest which shall
constitute a material breach of this Contract unless 1) fully disclosed in ESCO’s Response
to the RFP, and 2) accepted by the Customer under terms which are specified in the Scope
of Work. ESCO acknowedges and agrees that this paragraph applies to all its officers and
employees.

The following events or conditions shall, without limitation, constitute a breach by ESCO
and shall give the Customer the right, without an election of remedies, to proceed pursuant
to Section 9.01 and/or terminate this Contract by delivery of written notice declaring
termination, upon which event ESCO shall be liable to the Customer for any and all
damages sustained by the Customer:

1) Any attempt by ESCO to increase the Contract price for reasons other than
those related to changes in the Work pursuant to Section 5.03;

2) Any failure by ESCO to provide annual monitoring reports pursuant to Section
6.02 provided that such failure continues for ten (10) days after notice from
Customer;

3) Any failure by ESCO to make payments pursuant to the Performance
Guarantee provided that such failure continues for three (3) business days
after notice from Customer;

4) Any representation or warranty furnished by ESCO in ESCO’s Response to the
RFP, the Scope of Work or this Contract which is false or misleading in
any material respect wnen made;

5) Any state, county or federal license, authorization, waiver, permit, qualificationor
certification by statute, ordinance, law or regulation to be held by ESCO to
provide the goods or services required by this Contract is denied, revoked,
debarred, excluded, terminated, suspended, lapsed or not renewed;

6) The filing of bankruptcy by ESCO or by ESCO’s creditors, an involuntary
assignment for the benefit of creditors, or the liquidation of ESCO;

7) Any failure by ESCO to perform or comply with any other material term or
condition of this Contract, including breach of any covenant containedherein,
provided that such failure continues for thirty (30) days after written notice to
ESCO demanding that such failure be cured or, if cure cannot be effected in

22 ESCO Contract — Nashua Schools & EEI, Inc.

thirty (30) days, ESCO fails to begin to cure and proceed to completion
thereof as quickly as is reasonably possible;

8) Any failure to maintain the Standards of Comfort and service set forth in
Attachment 8 - Standards of Comfort due to the failure of ESCO to properly
design, install, maintain, repair or adjust the equipment installed and
maintained as part of the Work except that such failure, if corrected or
cured within seven (7) days after written notice by Customer to ESCO
demanding that such failure be cured, shall be deemed cured for purposes
of this Contract;

9) Any failure to furnish and install the equipment or ECMs/OCMs or perform the
Work and make it ready for use within the time specified by this Contractas
set forth in Attachment 2 - Maintenance and Service Agreement;

10) Any lien or encumbrance upon the equipmentor the Premises by any
subcontractor, laborer or material man of ESCO which is not released in thirty
(30) days;

11) Any failure by ESCO to pay any amount due or perform any material
obligation under the terms of this Contract; and

12) It is determined that ESCO has failed to disclose a material conflict of interest
relative to the performance of this Contract or if it is found that any gift or
gratuity were offered or given by the Contractor, or any agentor
representative of the Contractor, to any officer or employee of the Customer
with a view toward securing a contract or favorable treatment with respect
to performance of the Contract.

7.2 Obligations of the Customer

Customer shall respond to all audits, proposed revisions and related requests on a timely
basis for the expeditious design, implementation and monitoring of conservation measures.
Furthermore, Customer shall comply with the Customer Responsibilities as are detailed in
Attachment 2 - Maintenance and Service Agreement.

Each of the following events or conditions shall constitute a breach by Customer and shall
give ESCO the right, without an election of remedies to proceed pursuant to Section 9.01

and terminate this Contract by delivery of written notice declaring termination, upon which
event the Customer shall be liable to ESCO for all Work furnished to date:

23

1) Any failure by the Customer, without cause, to authorize payment due more than
thirty (30) days after receipt of notice that the Customer is delinquent in
making payment;

2) Any representation by Customer in the RFP and this Contract is false or
misleading in any material respect when made; and

3) Any failure by the Customer to perform or comply with any other material term or
condition of this Contract, including breach of any covenant contained herein,
provided that such failure continues for thirty (30) days after written notice to

ESCO Contract — Nashua Schools & EEI, Inc.

24

the Customer demanding that such failure be cured or, if cure cannot be
effected in thirty (30) days, the Customer fails to begin to cure and proceedto
completion thereof as quickly as is reasonably possible.

ESCO Contract — Nashua Schools & EEI, Inc.

8. Insurance and Bond Requirements

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

8.2 Comprehensive General Liability

ESCO shall provide Comprehensive General Liability with the following minimum coverage
with respect to the Work and other operations performed by ESCO and its employees,
subcontractors, supplier's agents and invitees:

1) Bodily Injury and Property Damage $1,000,000 each occurrence, $1,000,000 aggregate
2) Products and Completed Operations $1,000,000 each occurrence, $1,000,000 aggregate
3) Contractual Liability and Property Damage $1,000,000 each occurrence,

$1,000,000 aggregate

8.3 Vehicle Liability

ESCO shall provide the following minimum coverage with respect to the operations of the
any employee, including coverage for owned, non-owned, andhired vehicles:

Bodily Injury $1,000,000 each occurrence

Property Damage $1,000,000 each occurrence

Combined Single Limit $1,000,000

8.4 Property Coverage
ESCO shall provide the following coverage against loss or damage by fire and against loss
or damage covered by the special perils insurance endorsement on all Work:

All Risk 80% of Contract Price minimum

Upon completion of Work at Customer buildings, ESCO shall provide an installation floater,
in the full amount of the Contract Price, for the requirements set forth above. The policy or
policies shall specifically state that they are for the benefit and payable to the Customer,
ESCO, and all persons furnishing labor or labor and materials for the Work, shall be listed
as loss payee as their interests may appear.

8.5 Professional Liability Insurance

ESCO shall maintain in full force and effect, at ESCO’s expense, an Errors and Omissions
or Professional Liability Insurance Policy in the amount of $1,000,000 minimum coverage.
The policy shall remain in effect for the duration of the applicable statute of limitations for
claims against construction professionals.

ESCO shall be responsible for all claims, damages, losses or expenses, including attomeys
fees, arising out of or resulting from the performance of professional services contemplated
by this Contract, provided that any such claim is attributable to bodily injury or death, or

25 ESCO Contract — Nashua Schools & EEI, Inc.