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

SCOPE OF WORK / SCHEDULE OF PROTECTION

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

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

B. Services to be Provided (“Services”)

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

Video Surveillance Services: No Service Selected

Managed Access Control Services: No Service Selected

Video Equipment: No Service Selected

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

Additional Services: No Service Selected

C. Equipment to be Installed (“Equipment”): Johnson Controls will install, or cause to be installed, the Equipment (or equivalent), as set forth in this SOW in Customer's designated facility(ies).
As used herein, ‘installation’ means: (i) affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies) as are designated by Customer, (ii) providing
and pulling cables/wires 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/firmware required by the Equipment; (vi) performing testing as required to establish that the Johnson Controls Equipment is connected, is
functioning according to its specifications, and is communicating over Customer's Communications Facilities; and (vii) providing user-level training to 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 Service Charge Amount: $480.00
* Estimated Tax(es): $0.00
TOTAL ANNUAL SERVICE CHARGE: $480.00

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

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

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

Programming Info:

Site Conditions:

Existing Equipment:

Customer Expectations:

Training Expectations:

General Comments:

Customer Responsibilities / Johnson Controls Exclusions:

Documentation Needs:

Contract Notes -

e-Form 8880UE01 (07/2021) Page 3 of 9
© 2021 Johnson Controls. All Rights Reserved

TERMS AND CONDITIONS
TERMS AND CONDITIONS

V.Customer and Johnson Controls agree as follows:
A. Services.

A.1. Central Station Signal Receiving and Notification ("Alarm Monitoring") Services. 1. If an alarm signal registers at Johnson Controls’ alarm monitoring center (“CMC”), Johnson Controls
will endeavor to notify the appropriate Police or Fire Department and if required by local law, the Customer’s designated representative. If a burglar 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. Ifa
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 contact Customer and/or anyone Customer has identified as having authority to act on
Customer's behalf on Customer's Emergency Contact List (“ECL”) by telephone or Two Way Voice communication, or (b) use video or audio feed from Customer's premises to confirm that
the alarm is not false. If Johnson Controls fails to contact Customer or someone on Customer's ECL or, 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 Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and, upon
evidence of an attack, Johnson Controls will endeavor to notify the appropriate Police Department. JOHNSON CONTROLS WILL NOT ARREST OR DETAIN ANY PERSON. Customer
agrees that Johnson Controls will have no liability pertaining to the recording (or failure to record) or publication of any Two Way Voice communications, Internet, 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 local 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/ourglar 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. 8. 5-Day Familiarization Period. If Customer
has requested a 5-day “Familiarization Period” following completion of installation, and if needed, an extension period to enable Customer to become familiar with the system operation,
then during this Familiarization Period Customer agrees that if any signal (including an alarm signal) of any nature registers at Johnson Controls' CMC, Johnson Controls will not: respond
to any signals, or endeavor to notify any authorities, Customer, or Customer's designated representative(s), or undertake any other action with regard to any signal, whether or not due to an
actual emergency event. 9. Direct Connection Service. If such service is available/required in Customer's location a “Direct Connection’ may be made to the Customer's Municipal Police,
Fire Department, or other agency, and signals transmitted by the System will be monitored directly by such Municipal Police, Fire Department, or other agency personnel (collectively,
“Municipal Personnel’), none of whom are agents of Johnson Controls. Johnson Controls does not assume any responsibility or liability for the manner in which such signals are monitored
or the response, if any, made by such Municipal Personnel to such signals. 10. Parallel Protection Service. If Customer chooses a Johnson Controls approved cellular back-up service,
alarm signals may be transmitted to Johnson Controls’ CMC from Customer's premises over a cellular communications network if Customer's primary telephone service is interrupted.

A.2. Communication Facilities. (a) Authorization. To facilitate Johnson Controls’ ability to provide Service under this Agreement, Johnson Controls 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
transmission of alarm signals (the “TeleCo’). (b) Digital Communicator. If a Digital Communicator is used to connect to 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 alarm/control panel. Johnson Controls will provide such connection at Customer's request and expense. (c) General.
JOHNSON CONTROLS’ RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, “ALARM SIGNALS’) FROM THE EQUIPMENT OR
SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE
ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS
OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELECO SERVICE OR
TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NET

materials and/or equipment required to maintain/repair the covered Equipment for issues not covered by the Warranty set forth herein. Customer shall pay for such labor and/or materials
for such work at Johnson Controls’ then applicable rates. Essential Maintenance will be furnished during Johnson Controls’ “Normal Working Hours” (between 8:00 A.M. and 4:30 P.M.
Monday through Friday, except holidays). Essential Maintenance performed outside of these hours is subject to additional charges.

A4. Testing/Inspections Service (“T/l’}. Intentionally left blank - Services have not been purchased.

A5.Investigator Response Service. Intentionally left blank - Services have not been purchased.

A&. Select View Managed Video Services/Interactive Video Monitoring Services. Intentionally left blank - Services have not been purchased.
A&.1.Video/Audio Alarm Verification Service/Video Verification. Intentionally left blank - Services have not been purchased.
A&.2.Video Guard Tour. Intentionally left blank - Services have not been purchased.

A&.3.Video Escort. Intentionally left blank - Services have not been purchased.

A&.4.Video Assist. Intentionally left blank - Services have not been purchased.

A6.5.Video Audit. Intentionally left blank - Services have not been purchased.

A&.6.Outdoor Interactive Video Monitoring Services. Intentionally left blank - Services have not been purchased.

A&.7. Managed Video Portal. Intentionally left blank - Services have not been purchased.

A6.8.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.
AQ. Vision/Vision with Auditing. Intentionally left blank - Service is no longer offered.

A.10. Hosted Access. Intentionally left 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.13. Mobile Security Management (“MSM’) Services. Intentionally left blank - Services have not been purchased.

A.13. Mobile Security Management (“MSM’) Services. Intentionally left blank - Services have not been purchased.

A.14. Software Support Services - No Upgrades. Intentionally left blank - Services have not been purchased.

A.15. Lynx Network Duress and Emergency Notification System (“Lynx System’). Intentionally left blank — Lynx System/Services have not been purchased.
A.16. RFID Tracking System (“System’). Intentionally left blank - RFID Systems have not been purchased.

A.17. HID SEOS Mobile Credential Service (“Service”). Intentionally left blank - Service has not been purchased.

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

A.19. Outdoor Radar Perimeter Protection. Intentionally left blank - System has not been purchased.

A.20. Self-Printing Service. Intentionally left blank - Service has not been purchased.

A.21. Audio Enabled Devices. Intentionally left blank - Equipment has not been purchased.

A.22. Proactive Health Services. Intentionally left blank - Services have not been purchased.

A.23. Automated Notification. Intentionally left blank - Services have not been purchased.

A.24, Remote Technical Services. Intentionally left blank - Services have not been purchased

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

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

A.27. Vape Detection System. Intentionally left blank - Services have not been purchased.

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

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

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

A.29. CloudVue Service. Intentionally left blank - Services have not been purchased.

A.30. Visual Alarm Verification Service. Intentionally left blank - Services have not been purchased.

A31. Halo Smart Sensor System. Intentionally left blank - System have not been purchased.

A32. Embedded Resource Services. Intentionally left blank - Service have not been purchased.

A.33. Additional Services. If any other services, including but not limited to the following, are being furnished under this Agreement, Customer and Johnson Controls will enter into a
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. If the 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 furnished at no charge during the Warranty Period.
Warranty Services will be furnished during Johnson Controls’s “Normal Working Hours” (between 8:00 A.M. and 4:30 P.M. Monday through Friday, except holidays). Warranty Service
performed outside of these hours is subject to additional charges. 2. For “Johnson Controls-Owned’ equipment/systems: (a) the equipment/systems are provided “AS IS” and without
warranty; and (b) Customer is responsible to maintain such equipment/system in good working order.

3. The following “Conditions” are not covered by Warranty: (a) damage or extra service time needed resulting from accidents, acts of God, lightning, strikes, riots, 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 Controls; (6) Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM; (c) adjustments necessitated by misalignment of
video cameras, improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s); (d) trouble due to interruption of Internet,
telecommunications, and/or electrical service; (e) battery failure; (f} devices designed to fail in protecting the equipment/system, such as, but not limited to, fuses and circuit breakers; and

e-Form 8880UE01 (07/2021) Page 5 of 9
© 2021 Johnson Controls. All Rights Reserved

(g) System modifications/customization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls’ representative finds that one of the
“Conditions” has led to the inoperability or apparent inoperability of the Equipment/System or any component, Johnson Controls may bill Customer for the service call whether or not
Johnson Controls actually works on the Equipment/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. Johnson Controls makes no and specifically disclaims all representations or warranties that the
services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat,
or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19.

C. System Requirements, Miscellaneous. 1. Vaults. Customer must ensure 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 prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3.
Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD (EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW},
CUSTOMER AGREES THAT: (a) DURING A FIVE (5) DAY FAMILIARIZATION PERIOD, OR SUCH PERIOD AS 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. If Customer requires installation or service of equipment in areas
inaccessible without the use of lifts or cranes, or if non-standard conditions at the Customer site require special equipment for installation or service, Customer will provide such equipment,
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 installation. Thereafter, Customer may purchase additional training in one-hour increments at Johnson Controls’ then current rate. 6. Site Preparation, Intrusion and Restoration.
Unless otherwise noted herein, Customer is responsible for providing: (a) any necessary electric current, (b) an outlet within 10 feet of an alarm control panel, (c) telephone connections, (d)
network drops, and (e) any required conduit, wiremold, or other raceway, (f} any required IP address assignments, and (g) additional network software licensing. The installation of the
equipment/system may necessarily require cutting, bolting or fastening into Customer's floors, walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to
intrusion, mold, fungi, bacteria, wet/dry rot, patching, floor or wall finishing, or paint, tile, carpet or wallpaper matching, restoration or replacement resulting from installation or service of the
equipment/system. 7. Battery Powered Devices. Customer understands that any battery-powered motion detectors, smoke detectors, door and window contact transmitters and other
detection sensors installed/serviced under this Agreement require batteries to operate. THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM
WILL NOT SOUND, IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW, OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall
carefully read and follow the owner’s manual, instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help
maintain continued operation. 8. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and
shall supply Johnson Controls secure Network access for providing its services. Products networked, connected to the internet, 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 limit data, software, or files (collectively “Data’) prior to receiving the service or products.

7.Closed Circuit Television ("CCTV’ Video Equipment. Intentionally left blank - no CCTV/AVideo Equipment has been purchased.
8. New York City Fire System. Intentionally left blank.- covered system is not installed in NYC

D. Electronic Media; Personal Information; Consent to Call, Text or Email. 1.Electronic Media. Either party may scan, fax, email, image, or otherwise convert this Agreement into an
electronic format of any type or form, now known or developed in the future. Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally
binding upon the parties and equivalent 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 or otherwise. 2. Personal Information. Customer represents
and warrants that Customer has obtained all consents and has the right to (a) disclose to Johnson Controls all personal information disclosed hereunder concerning
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 set/confirm a service/installation appointment; and/or (ii) to provide
information or offers about products and services of interest to Customer. Customer acknowledges and agrees that Joh

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

F. Other Charges; Remedies; Termination. 1. There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to
dispatch, or 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 delivery of Equipment and other materials, terminate or suspend any software licenses, and/or terminate this Agreement and to charge interest on the amounts that remain unpaid
more than thirty (30) days past the due date specified in the invoice(s) at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law, until payment is
made in full... Customer agrees to pay all costs, expenses and fees of Johnson Controls’ enforcement of this Agreement, including collection expenses, court costs, and attorneys’ fees. In
the event of Customer's 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.In 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 to obtain any connections or privileges required to transmit signals between the Customer's premises, Johnson Controls’ CMC or the Municipal
Fire or Police Department or other first responder; (b) Customer fails to follow Johnson Controls’ recommendations for the repair or replacement of defective parts of the System not
covered under the Warranty or QSP Service; (c) Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System
malfunction; (d) in Johnson Controls’ sole opinion, the premises in which the System is installed are unsafe, unsuitable, or 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 technologies, 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 penalty 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 OUT
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 and/or Designation as Qualified Anti-Terrorism Technologies (“QATT’) under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444
(the “SAFETY Act’). As required under 6 C.F.R. 25.5 (e), to the maximum extent permitted by law, Johnson Controls and Customer hereby agree to waive their right to make any claims
against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an “Act of Terrorism’
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. government contract or funded directly or indirectly with Federal funds, Johnson Controls will comply only with the
following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns, Equal Opportunity, Affirmative Action, and Veterans Employment:
52.219-8; 52.222-26; 52.222-35; 52.222-36; and 52.222-37. 4. Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) product or service provided under this
Agreement; (ii) technical data; (iii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof)
requires an export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions,
including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, at its own
expense, defend, indemnify and save Johnson Controls harmless from and against all third party claims, liability, loss or damage (including attorneys’ 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 Agreement. 5.Insurance. Johnson Controls maintains comprehens

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

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

M. 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 malfunction, 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 governed by, Johnson Controls’ standard terms for such Software and
Software related professional services that may be updated by Johnson Controls from time to time at https:/Avww.johnsoncontrols.com/techterms (collectively, the “Software Terms’).
Applicable Software Terms are incorporated in this Agreement by reference. Other than the right to use the Software as set forth in the Software Terms, Johnson Controls and its licensors
reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. Software licensed hereunder is licensed subject to the
Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern 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.e., a time limited license or use right), (each a “Software Subscription’): Each Software Subscription provided hereunder will commence on the date the initial
credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted in the applicable SOW. At the
expiration of the Software Subscription, such Software Subscription will automatically renew for 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
set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began.

N. Privacy. 1. Johnson Controls as Processor: Where Johnson Controls factually acts as Processor of Personal Data (as defined therein) on behalf of Customer, the terms at
www.johnsoncontrols.com/dpa shall apply. 2. Johnson Controls as Controller: Johnson 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
httos:/Avww.johnsoncontrols.com/privacy. Customer acknowledges Johnson Controls’ Privacy Notice and strictly to the extent consent is mandatorily required under applicable law,
Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by Company is mandatorily required from Customer's
personnel under applicable law, Customer warrants and represents that it has obtained such consent.

O. Johnson Controls License Information: AL 1498, 1499, 1500, 1501, 1502, A-0244, The Security Industry is governed by the rules and regulations of the Alabama Electronic Security
Board of Licensure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd., Montgomery
36116, (334) 264-9388 Fax: 334-264-9332 AK 125516; 1058473, 5430 Fairbanks Street, Suite 7 Anchorage, AK 99507 AR 0000199, 0030740118 Regulated by Arkansas Bd. of Private
Investigators & Private Security Agencies, #1 State Police Plaza Dr., Little Rock 72209, (501) 618-8600 AZ ROC281489, 18267-0 CA 977249: alarm company operators are licensed and
regulated by the Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814 CT 0106099-L5 DC ECS1327 FL EF20000890, EF20000341 ,EF0000478
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, MI 3601206912, A-0352, A-0170, 3602206914, A-0638, 3602206913, A-1058, A-1199 Whitcomb Avenue Madison Heights, MI 48071; MN TS651063 MS 15024088, 19530-SC NC 846-
CSA, 28510-SP-FAVLV, 19385-SP-FA/LV, 27353-SP-FA/LV, 19718-SP-FA/LV, 24191-SP-FA/LV, 22850-SP-FA/LV 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; PAQ10083 RI 18004, AF-09170 TN ACC 1704,
ACC1705, ACC 1707, ACC1708, ACC 1709, ACC710, ACC1711 TX B00536, 4200 Buckingham Road Ste 150, Ft. Worth, TX 76115 - Dept of Public Safety, Private Security 5805 N. Lamar
Blvd, Austin 78752, ACR-1460 UT 8390557-6501 VA 11-7587, 11-7575, 11-7591, 11-7573, 11-7589, 11-7578, 2705147765 WA JOHNSCS837N4, 19625 62nd Ave South, Ste C112 Kent,
WA 98032 WV 050291. The foregoing list shows only those license numbers Johnson Controls Security Solutions LLC (“Johnson Controls’) is required by law to include on marketing
materials. A comprehensive list of licenses held by Johnson Controls is available on ww

Johnson Wi

Controls
COMMERCIAL SALES AGREEMENT

TOWN NO. CUSTOMER NO. JOB NO. PONO. ESTIMATE NO.
0069-MANCHESTER, 106921571 1-68XINNS
NH

ADDITIONAL TERMS AND CONDITIONS

DATE: 8/17/2021

Johnson Controls Security Solutions LLC (“Johnson Nashua Transit Center
Controls”) d/b/a: Nashua Transit Center
(‘Customer’)
Christopher Lowe Customer Billing Information Customer Premises Serviced
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

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-W’), All Items, U.S. City Average for the
prior twelve (12) month period or 5%, whichever is less.

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

JOHNSON CONTROLS SECURITY SOLUTIONS LLC CUSTOMER:
Loe we Accepted By:

Presented 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:

e-Form 8880UE01 (07/2021) Page 9 of 9
© 2021 Johnson Controls. All Rights Reserved

City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233
August 25, 2021
Memo #22-163
TO: Mayor Donchess
Finance Committee
SUBJECT: Hydroelectric Consulting Contract Change Order in the amount not to exceed $32,260

funded from accounts Hydroelectric Bond Fund

Please see attached communications from Sarah Marchant, Director of Community Development, dated
August 17, 2021 for project specific details related to this purchase. Below please find a summary of the
purchase approval request:

Item: Hydroelectric Licensing Consulting for Mine Falls Change Order #1
Value: $32,260

Note: original contract was approved for $361,230 on 8/8/19
Vendor: Normandeau Associates

Department: 170 Hydroelectric Operations
Source Fund: Bond

Ordinance: Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting,
architectural, auditing, engineering, legal, medical and ambulance services and
purchases of independent professional consultant services for personnel, data
processing, actuarial, planning, management and other comparable purchases
competitive bidding shall not be required.

The Community Development Division, and the Purchasing Department respectfully request your
approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: S Marchant
J Graziano

City of Nashua Senin end searevent

. - one Building Safety
Community Development Division Code Enforcement
City Hall, 229 Main Street, PO Box 2019 Cee erearamns mission
Nashua, New Hampshire 03061-2019 Transportation
www.nashuanh.gov FAX

589-3095
589-3090
589-3080
589-3100
589-3085
589-3105
880-0100
589-3119

Date: August 17", 2021

To: John Griffin, CFO; Kelly Parkinson, Purchasing Manager
From: Sarah Marchant, Director Community Development Division
Re: Normandeau Contract Change Order #1

The City of Nashua (the City) currently has a contract with Normandeau Associates in Bedford,
NH to assist in obtaining a new Federal Energy Regulatory Commission (FERC) license for the
Mine Falls hydroelectric project. The current FERC license for the Mine Falls project (Project
number P-3442) was issued on August 4, 1983, and will expire on July 31, 2023. The City has
submitted the license application to FERC and over the next 2 years may need to address
Additional Information Requests from FERC. In addition, the City will need to address the
proposed environmental measures provided in the application. Normandeau’s expertise will be
required to address requests from FERC and when consulting with State and Federal Agencies.

Normandeau has provided an estimate of $25,460 for their labor to provide continued support of
the Mine Falls licensing over the next two years.

Jackson Mills Hydroelectric Project (P-7590)

Based on the successful relationship between the City, Normandeau and the State and Federal
Agencies for the Mine Falls project, the City will also require assistance from Normandeau to
support the application for an amendment to our FERC license exemption at Jackson Mills
hydroelectric project. State and Federal Agencies have provided Terms and Conditions relative
to the City’s submittals to FERC, and are requesting studies similar to those developed and
implemented by Normandeau for Mine Falls hydroelectric relicensing. Normandeau will provide
technical support for consultations with the Agencies as we negotiate the Terms and Conditions.

Normandeau has provided an estimate of $6,800 to support the Jackson Mills license exemption
amendment.

The additional costs in the cost estimate provided by Normandeau and included in this Change
Order No. 1 do not include costs to perform additional studies required for either project. Once
studies have been agreed upon by the City and Agencies, Normandeau will provide cost
estimates for each study.

The Community Development Division requests approving this Change Order No. 1, which
will extend the duration of the contract until the Mine Falls license is renewed; add additional
scope to include Jackson Mills license exemption amendment; and increase the contract
amount by $32,260 from the original contract amount of $361,230 to $393,490.

VS NORMANDEAU

ARF ASSOCIATES

ENVIRONMENTAL CONSULTANTS

August 16, 2021

Ms. Deb Chisholm, Waterways Manager Sent via email: chisholmd@nashuanh.gov
City of Nashua

229 Main Street

Nashua, NH 03061

Re: Mine Falls Hydroelectric Facility Licensing and Compliance Services;
Normandeau Associates, Inc. No. 2022-02-018

Dear Ms. Chisholm:

Normandeau Associates, Inc. (“Normandeau”) is pleased to submit this proposed work scope and cost
estimate to the City of Nashua (City) for services related to (1) the continued relicensing efforts for the Mine
Falls Hydroelectric Project (FERC No. 3442) and (2) the ongoing exemption amendment process for the facility
upgrade at the Jackson Mills Hydroelectric Project (FERC No. 7590). Both Projects are owned by the City of
Nashua and sit on the Nashua River.

Task 1: Mine Falls — Continued Relicensing Support

The City is using the Federal Energy Regulatory Commission’s (FERC or Commission) Traditional Licensing
Process (TLP) for relicensing Mine Falls. The City initiated the relicensing and stakeholder consultation process
by submitting a Notice of Intent (NOI) to relicense the Project and a Pre-Application Document (PAD) on July
26, 2018. Following submittal of the PAD, the City contracted Normandeau (along with H.L. Turner) to provide
assistance with the relicensing process. Normandeau assisted the City with the development of a series of
study plans based on the PAD comments and associated study requests provided by the resource agencies.
The final updated study plan was issued by the City on March 17, 2020. During the 2020 field season
Normandeau executed five studies described in the updated study plan:

e Telemetry Study of Upstream and Downstream Migrating Alosines;
e Instream Habitat and Bypass Flow Assessment;

e Rare, Endangered, and Threatened Mussel Survey;

e Water Quality Study; and

e Desktop Impingement-Entrainment Survivability Assessment.

Following completion of the environmental studies, the City filed their Draft License Application (DLA) with
FERC and distributed to stakeholders on March 31, 2021. Following incorporation of comments received in
writing and during an in-person site visit with the resource agencies the City filed their Final License
Application (FLA) with FERC on July 30, 2021.

It is expected that the City will receive a new operating license for the Mine Falls on or around July 31, 2023.
During the interim period between filing of the FLA and FERC issuance of a new license the City will continue to
remain engaged in the relicensing process. The cost provided below (under Task 1) is for Normandeau to
continue to support the City during the relicensing process. Pending comment from FERC on the content of
the FLA, specific tasks identified may include preparation of responses to any Additional Information Requests

Corporate Office: Normandeau Associates, Inc.°25 Nashua Road* Bedford, NH 03110° (603) 472-5191
www. normandeau.com