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excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.

5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or
for Equipment malfunction caused by the transmission medium.

Section 6. TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless
otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., locat time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available

twenty-four (24) hours per day, seven (7} days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.

Section 8. PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20} days
of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and
franchise taxes of Motorola) by any governmental entity.

Section 9. WARRANTY

Motcrola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

Section 10. DEFAULT/TERMINATION

10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.

10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.

Section 11. LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM

Board of Aldermen — 12/12/17 Page 13
Committee announcements:

Alderman Cookson

Infrastructure is tomorrow evening at 7:00 p.m. in these chambers.

Alderwoman Melizzi-Golja

PEDC has been cancelled for next Tuesday.

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE THAT THE DECEMBER 12, 2017 MEETING OF THE BOARD OF
ALDERMEN BE ADJOURNED

MOTION CARRIED

The meeting was declared adjourned at 8:20 p.m.

Attest: Patricia Piecuch, City Clerk

THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than three (3) years after the accrual of the cause of action, except for money due upon an open account. This limitation
of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 12. EXCLUSIVE TERMS AND CONDITIONS

12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this
Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.

12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order,
acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.

Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and
will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as
required by law, any confidential information or data to any person, or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.

13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by
Customer to Motorola will be deemed secret or confidential. Moterola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.

13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under
any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a
result of or related to the Equipment solid or Services performed under this Agreement.

Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS

Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations required
by governmental agencies, Neither Motorola nor any of its employees is an agent or representative of Customer in any
governmental matters.

Section 15. INTENTIONALLY OMITTED

Section 16. MATERIALS, TOOLS AND EQUIPMENT

Alltools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of
this Agreement wilt be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This
property will be held by Customer for Motorola’s use without charge and may be removed from Customer's premises by
Motorola at any time without restriction.

Section 17. GENERAL TERMS

17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.

17.2. This Agreement shall be governed by the laws of the State of New Hampshire and any claim or action brought relating to
this Agreement, the work performed or contracted to be performed hereunder shall be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9" Circuit Court, Nashua.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. ln
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way ofa
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event"), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event.

17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1} YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.

17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services ona
time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

June 30, 2021
Memo #22-143

TO: Mayor Donchess
Finance Committee

SUBJECT: 6 Year Contract for Body Cameras in the amount not to exceed $1,825,304 funded from
accounts 81100 Capital Improvements

Please see attached communications from Karen Smith, Buisiness Office Manager, dated June 29, 2021 for
project specific details related to this purchase. Below please find a summary of the purchase approval

request:

Item:

Value:

Vendor:

Department:
Source Fund:

Ordinance:

Body Cameras for 179 officers and 31 vehicles to include hardware, software
licenses, data storage/retrieval, warranty, support, installation and training for 72
months

$350,000 for the first year and $295,060.80 annually for the subsequent 5 years
to total $1,825,304

Utility of Decatur GA

150 Police Department

81100 Capital Improvements

Pursuant to § 5-84 Special purchase procedures. A/ (4) Sole-source procurements,
where the proposed purchase is manufactured by only one company.

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

contract.

Regards,

Kelly Parkinson

Purchasing Manager

Ce: K Smith
M Carignan

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: June 30, 2021

Re: Multi-Year Contract Award — Body Cameras

Pursuant to NRO: § 5-74/B & E: A contract that extends from the current fiscal year into succeeding
fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the
City. Approval by the Finance Committee of a contract award in excess of $1,000,000 shall be
submitted to the full Board of Aldermen at its next regularly scheduled meeting for final approval
prior to award of the contract.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the July 7, 2021 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Body Cameras for 179 officers and 31 vehicles to include hardware,
software licenses, data storage/retrieval, warranty, support,
installation and training for 72 months

Value: $350,000 for the first year and $295,060.80 annually for the
subsequent 5 years to total $1,825,304
Vendor: Utility of Decatur GA
Purchasing Memo#: 22-143 dated June 30, 2021
Contract Term: 6 Years
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

NASHUA POLICE
DEPARTMENT Date: 6-29-21

Intradepartmental Communication

To: Kelly Parkinson, Purchasing Manager
From: Karen A. Smith, Business Manager
Subject: Nashua Police Department Body Camera Equipment

Tne Nashua Police Department is seeking to purchase BodyWorn and RocketloT Vehicle Video
and Communication Solution.

Pursuant to §5-78 Major Purchases, we received the following responses to our request for
quotes.

Vendor Vendor Location Amount
1 | Utility Decatur GA $1,189,540.00
2 | Kustom Signal, Inc Lenexa, KS $2,014,551.30
3 | Pro Vision Bryon Center, MI $1,314,175.00

In reviewing the product, the Nashua Police Department determined that Utility product provided
a product that was preferred for the ability to wear the equipment inside the vest versus Kustom
Signal and Pro Vison equipment worn external of the vest. The recommendation is to
purchasing the BodyWorn Camera, Vehicle Video and RocketloT Communications Systems to
support a total of 179 Officers based on 5-84 Special purchase procedures specific to the
design of Utility's BodyWorn and RocketloT Vehicle Video and Communication Solution.

Since the initial quotes, when our research began prior to COVID-19, we have added systems
for the vehicles, four (4) interview rooms and one (1) booking room for a final price of
$1,825,304. This includes hardware, software licenses, data storage/retrieval, warranty, support,
initial instalation and training for a period of 72 months.

A representative of the Police Department will be available to answer any questions to this
procurement request.

Sincerely,

fh

Karen A. Smith
Business Manager

nM UTILITY

June 17, 2021

Chief Michael Carignan
Nashua Police Department
28 Officer James Roche Drive
Nashua, NH 03062

Dear Chief Carignan:

Utility Inc. is honored that your Department has chosen our company to provide its Officers with the BodyWorn™
and Rocket loT ™ Vehicle Video and Communication Solution. We take great pride in our Law Enforcement
Partnerships and look forward to adding your Department to the growing family of Departments and Agencies who
have deployed Rocket loT — the industry’s smartest technology for first responders.

Please allow this letter to serve notice that Utility Inc. agrees to the following provisions as part of the Subscription
Service Agreement between the Nashua Police Department and Utility, Inc.

1. Agreement Duration: This Professional Service Agreement will commence upon acceptance by signature
and remain in effect for sixty (72) months.

2. Price Proposal

a. BodyWorn™ Camera, Vehicle Video & RocketloT Communication Systems to Support a Total of
179 Officers and 31 Vehicles

b. RocketloT Vehicle Communication Systems to Support a Total of 4 Vehicles

Period of Agreement = 72 Months

Total System Price, Inclusive of all Hardware, Software Licenses, Data Storage/Retrieval, Warranty,

Support, Initial Installation and Training for a period of Sixty (72) months for: $1,825,304.00

ao

3. Bill of Materials Included with the Offer: As part of the annual subscription price for Sixty (72) months,
each system will include the following:

Rocket loT Vehicle Communications/Camera triggers - Includes AVaiLWeb™ Saas, Training and
Configuration, Warranty and Technical Support with Unlimited Video Storage and Download.

Every Officer (Qty. 179) will be equipped with the following:

One (1) BodyWorn™ Camera and Mount

One (1) Holster Activation Sensor

One (1) Bluetooth BodyWorn Wrist/Belt Trigger

$200 Uniform Allotment, Towards Any Combination of New BodyWorn Ready
Uniforms, per BodyWorn Camera

e. Officers may choose to have either 1 existing load bearing vest made BodyWorn
ready or up to five (5) retrofits of existing uniform garments, to BodyWorn ready
status per BodyWorn camera purchased. Additional uniforms after initial
deployment will be governed by Customer Service Agreement, section 1.1.6.

aon

www.bodyworn.com 250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030 800-597-4707

AvailWeb Video Management Software and Mapping Interface License
Unlimited Download & Storage — Based on Department’s Retention Policy
Smart Redaction Software License

Installation and Training — Onsite and Online Training Included

CAD Integration and Activation

Full Warranty

|. 24/7 Technical Support for the Life of the Contract (72 months)

rT om

Every Marked Patrol Vehicle (Qty. 28) will be equipped with the following:

Rocket loT ™ Vehicle Control Unit, DVR, and Communications Hub
In Car Video Solution

One Forward Facing and One Rear Facing Camera

Rocket loT Vehicle Triggers

Setup of Rocket loT Control Interface through Vehicle MDC
Installation, Validation, and Configuration

OBDII Vehicle Diagnostics Cable

CAD Integration and Activation

Full Warranty

24/7 Technical Support for the Life of the Contract (72 Months)

“> > oP Aa0 oD

Every Prisoner Transport Vehicle (Qty. 1) will be equipped with the following:

Rocket loT ™ Vehicle Control Unit, DVR, and Communications Hub
In Car Video Solution

One Forward Facing and Two Rear Facing Cameras

Rocket loT Vehicle Triggers

Setup of Rocket loT Control Interface through Vehicle MDC
Installation, Validation, and Configuration

OBDII Vehicle Diagnostics Cable

CAD Integration and Activation

Full Warranty

24/7 Technical Support for the Life of the Contract (72 Months)

“> > oP Aa0 oD

Every SWAT Vehicle (Qty. 2) will be equipped with the following:

Rocket loT ™ Vehicle Control Unit, DVR, and Communications Hub
In Car Video Solution

Two Forward Facing Cameras

Rocket loT Vehicle Triggers

Setup of Rocket loT Control Interface through Vehicle MDC
Installation, Validation, and Configuration

OBDII Vehicle Diagnostics Cable

CAD Integration and Activation

Full Warranty

24/7 Technical Support for the Life of the Contract (72 Months)

“> oP AO oD

I
www.bodyworn.com 250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030 800-597-4707

Every Unmarked Vehicle (Qty. 4) will be equipped with the following:

Rocket loT ™ Vehicle Control Unit, DVR, and Communications Hub
Rocket loT Vehicle Triggers

Installation, Validation, and Configuration

OBDII Vehicle Diagnostics Cable

CAD Integration and Activation

Full Warranty

24/7 Technical Support for the Life of the Contract (72 Months)

mmo aooD

Every Interview Room (5) will be equipped with the following:

Rocket loT ™ In-Room Control Unit, DVR, and Communications Hub
Wall Trigger for Activation/Deactivation

One (1) Overt Camera

Unlimited Storage and Access

Full Warranty

24/7 Technical Support for the life of the Contract (72 Months)

> mp O20 @

4. Installation Services: Outside the Scope of this Offer, any Additional Units will be Subject to the Following.

a. Daily Rate Charges of $1359/day are Applied at a Minimum of Two (2) Days for Installs of less
than Ten (10) Vehicles, per Scheduled Visit

5. Schedule of Payments:

e Paid Upon Service Agreement Signing and first available council meeting approval $350,000.00
e Payment 2: 2022 Anniversary Date of Agreement $295,060.80
e Payment 3: 2023 Anniversary Date of Agreement $295,060.80
e Payment 4: 2024 Anniversary Date of Agreement $295,060.80
e Payment 5: 2025 Anniversary Date of Agreement $295,060.80
e Payment 6: 2026 Anniversary Date of Agreement $295,060.80

This Agreement is contingent upon approval of the Finance Committee and the Board of Aldermen of the
City of Nashua. Notwithstanding anything in this Agreement to the contrary, all obligations of the City,
including, without limitation, the continuance of payments, are contingent upon the availability and
continued appropriation of funds, and in no event shall the City be liable for any payments in excess of
such available appropriated funds. In the event of a reduction or termination of those funds, the City shall
have the right to terminate this Agreement.

www.bodyworn.com 250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030 800-597-4707