HomeMy WebLinkAboutPR 22703: CONTRACT WITH UTILITY ASSOCIATES INC. BODY CAMERAS city of
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www.PortArthurTx.gov
INTEROFFICE MEMORANDUM
Date: July 14, 2022
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: Timothy Duriso, Chief of Police ,v
RE: PR 22703 —Approval from City Council to enter into a contract with Utility Associates
Inc, of Decatur, Georgia to provide body cameras in the amount of$151,104.90 per
year for a period of 5 years utilizing cooperative agreement contract number DIR-CPO-
4799.
Introduction:
The Police Department recommends the City Council approve the renewal of a contract with
Utility Associates Inc., Decatur, Georgia to provide body cameras in the amount of
$151,104.90 per year for a period of 5 years utilizing cooperative agreement contract number
DIR-CPO-4799.
Background:
The Port Arthur Police Department utilizes in-car camera and body cameras. With the value of
video in police incidents having become of nationwide importance,the Police Department
wishes to lease body cameras, which records a more accurate picture of police incidents. The
Police Department conducted extensive research into this technology and after doing so, felt
that Utility had the best and most efficient product on the market. Since entering int a contract
with Utility the Police Department still believes that Utility provides the best services as they
are fully integrated with the current system utilized by the Police Department minimizing
additional costs related to server compatibility, video storage and maintenance. By renewing
the contract with Utility, the City will receive the latest technology and software updates from
Utility and not have to re-visit the issue within the next five years.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
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Budget Impact:
Funds are available for this project in account# 001-17-045-5470-00-30-000
Recommendation:
The Police Department recommends the City Council approve the renewal of a contract with
Utility Associates Inc., Decatur, Georgia to provide body cameras in the amount of
$151,104.90 per year for a period of 5 years utilizing cooperative agreement contract number
DIR-CPO-4799.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P.R. No. 22703
7/14/22 jlh
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY COUNCIL TO ENTER
INTO A SERVICE AGREEMENT CONTRACT WITH UTILITY
ASSOCIATES INC. , DECATUR, GEORGIA TO PROVIDE BODY
CAMERAS IN THE AMOUNT OF $151, 104 . 90 PER YEAR FOR
A PERIOD OF FIVE YEARS UTILIZING DIR COOPERATIVE
AGREEMENT CONTRACT NUMBER DIR-CPO-4799 . FUNDING IS
AVAILABLE IN ACCOUNT NUMBER 001-17-045-5470-00-30-
000 .
WHEREAS, the Port Arthur Police Department is in need of
body cameras, to record Officers and citizens actions during
police incidents; and
WHEREAS, through DIR-CPO-4799, Utility Associates Inc .
is offering a contract where financing is available at a rate
of $151, 104 . 90 per year for a duration of (five) 5 years; and
WHEREAS, a copy of the contract pricing worksheet for
this equipment is attached as Exhibit A ; and
WHEREAS, funds for this service agreement are available
in account 001-17-045-5470-00-30-000 .
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble
are true and correct .
Section 2 . That the Police Department is hereby
authorized and directed to renew the service agreement for
body cameras and accessories, from Utility Associates Inc . of
Decatur Georgia in the amount of 151, 104 . 90 per year for a
duration of (five) 5 years .
Section 3 . That a copy of the caption of this resolution
shall be spread upon the Minutes of the City Council .
P.R. No. 22703
7/14/22 jlh
READ, ADOPTED AND APPROVED on this day of September,
A.D. , 2022 , at a Regular Meeting of the City Council of the
City of Port Arthur, Texas, by the following vote : AYES:
Mayor:
Councilmembers :
NOES:
Thurman Bill Bartie
Mayor
ATTEST:
Sherri Bellard
City Secretary
APPROVED AS TO FORM:
Paw,
zz-coo)'
Val Tiz no ���
City Attorney
APPROVED FOR ADMINISTRATION:
� � n
"ad-e 1 o.ca-A
Ronald Burton Timothy W. Duriso
City Manager Chief f Police
P.R. No. 22703
7/14/22 jlh
Clifton illiams,
Purchasing Manager
APPROVED FOR AVAILABILITY OF FUNDS:
KAY\
Kandy Daniell,
Interim Finance Director
P.R. No. 22703
7/14/22 jlh
EXHIBIT "A"
DIRTry DepertrrewtRthou etisofwmarve About EHR f reT New: Erne a tt4 N
- .. , v Policy end Giden,• v Rezwce Library I ear• Q Search DIR.
Acme •apiece DIFZ Centrect.,
Cent-we Pwuntm Contract Term Date: 11105123 0
DIR—CPO—47 9 9 Contract Expiration Date: tsiss 2a e
Merida-Irfor.het;:,
Utility Associates,Inc. VENDOR CONTACT: DOICONTACT:
VinnyChiera Cr Tequilalaclson Cd'
Vendor IC 582574318 Phone:1;404i 816-0300 Phone:;5121463-3374
HUB Type: Non HUB i Vendor Website Gf
RFC: DIR-CPO-TMP-443
Contract Status: Active
Contract Overview
This contract offers law enforcement.surveillance and security monitoring products and related services including
body-worn and in-vehicle cameras.Customers can purchase directly through this DIR contract.Contracts may be used
by state and local government public education,other public entities in Texas.as well as public entities outside the
state.Resellers are not available on this contract.
Contract Details & Ordering Information
• Product&Services Products& Services
Commodity Codes This contract offers the following products and services.°lease contact the Vendor
for the latest inforrna:ion.
Brands
Contract Document • Computers-Tablets • Law Enforcement
• Law Enforcement • SurveiLLance.Security and
I4ow to Order Monitoring
Reselers
MORE INFORMATION
Vendor Website 2
\owl°h'•:Veldafeweemile Se view
She late_:product:ewiue and
pricing ilferrnetler.
UTILITY Sales Estimate
Utility Associates Inc Customer Port Arthur TX Police
250 East Ponce De Leon Avenue Date 12/7/2021
Suite 700 Sales Quote# 131652-R
Decatur GA 30030
(800)597-4707 Expires 9/15/2022
www.utility.com Sales Rep Dahlia Blake
PO#
Terms Custom Installment
Bill To Ship To
Port Arthur Police Department Vidal Gallegos
Accounts Payable Port Arthur Police Department
PO Box 1089 645 4th St.
Port Arthur TX 77641 Port Arthur TX 77640
vidal.gallegos@portarthurtx.gov
Item Description Quantity Price Each Amount
BWI-S-4005-R Renewal of AVaiL Web SaaS and Warranty with 24/7 80 $10,560.00 $844,800.00
Technical Support for BodyWorn and Rocket loT In-
Car-5 Year From(08/01/2022-07/31/2027)
***Reference Original purchase invoice#22126***
BW-S-4005-R Renewal of AVaiL Web SaaS and Warranty and 24/7 50 $4,950.00 $247,500.00
Technical Support for BodyWorn -5 Years From
(08/01/2022-07/31/2027)***Reference Original
purchase invoice#22126***
BodyWorn Refresh BodyWorn Hardware Refresh-Includes Media 145 $900.00 $130,500.00
Controller,Charging Cables,Case,Holster,and
Screen Protector
BodyWorn Refresh BodyWorn Hardware Refresh 37th Month of This 145 $900.00 $130,500.00
Agreement and Upon Receipt of Payment 3-
Includes Media Controller,Charging Cables,Case,
Holster,and Screen Protector
CAD-I-4001 CAD Integration 1 $15,000.00 $15,000.00
IOTRM-S-4004-R Renewal of AVaiL SaaS,Warranty&Storage for 1 $6,720.00 $6,720.00
RocketloT Interview Room***Reference Original
purchase invoice#31879***Must have a common
end date of 07/31/2027.
ALPR-S-4005 AVaiL Web SaaS and Warranty with 24/7 Technical 1 $0.00 $0.00
Support for ALPR-5 Years-DEMONSTRATION
UNIT
ALPR-H-4001-X5 ALPR Video System Hardware Bundle 1 $0.00 $0.00
*ADD Material Bundle at Time of Order*-
DEMONSTRATION UNIT
DISCOUNT Discount with Multi-Year Agreement-Port Arthur 1 ($642,620.00) ($642,620.00)
TX Legacy Customer Discount Only
This transaction is subject to the terms and conditions laid forth in UA's Customer Service Agreement.See https://www.bodyworn.com/service-agreement for additional details.
Please forward all inquiries to insidesales@utility.com
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UTILITY Sales Estimate
Utility Associates Inc Customer Port Arthur TX Police
250 East Ponce De Leon Avenue Date 12/7/2021
Suite 700 Sales Quote# 131652-R
Decatur GA 30030
(800)597-4707 Expires 9/15/2022
www.utility.com Sales Rep Dahlia Blake
PO#
Terms Custom Installment
Bill To Ship To
Port Arthur Police Department Vidal Gallegos
Accounts Payable Port Arthur Police Department
PO Box 1089 645 4th St.
Port Arthur TX 77641 Port Arthur TX 77640
vidal.gallegos@portarthurtx.gov
Item Description Quantity Price Each Amount
SER-D-5001 Battery Backup Installations 10 $1,750.00 $17,500.00
RIOT-H-8000024V1 UTILITY UPS for XLE Battery Back-Up 80 $0.00 $0.00
BODY- Bodyworn Media Controller Assembly 15 $0.00 $0.00
BT 8000019V3
RIOT-H-2740003 CR2032 Coin Battery 100 $0.00 $0.00
BODY-H-306- BW External Klickfast Holster-MotoOne5G w/140° 30 $0.00 $0.00
MotoOne5G Molle Lens and Klickfast Molle Mount
BODY-H-3030038 Klickfast Molle Mount Bodyworn Dock 30 $0.00 $0.00
Contract Fee Contract Purchasing Vehicle-DIR-CPO-4799 1 $5,624.50 $5,624.50
Description Payment Terms:
Payment 1 -Due on or before 08/01/2022 to avoid
services disruption:$151,104.90
Payment 2-Due on or before 08/01/2023 to avoid
services disruption:$151,104.90
Payment 3-Due on or before 08/01/2024 to avoid
services disruption and prior to hardware refresh
shipment(#2):$151,104.90
Payment 4-Due on or before 08/01/2025 to avoid
services disruption:$151,104.90
Payment 5-Due on or before 08/01/2026 to avoid
services disruption:$151,104.90
This transaction is subject to the terms and conditions laid forth in UA's Customer Service Agreement.See https://www.bodyworn.com/service-agreement for additional details.
Please forward all inquiries to insidesales@utility.com
2 of 3
UTILITY Sales Estimate
Utility Associates Inc Customer Port Arthur TX Police
250 East Ponce De Leon Avenue Date 12/7/2021
Suite 700 Sales Quote# 131652-R
Decatur GA 30030
(800)597-4707 Expires 9/15/2022
www.utility.com Sales Rep Dahlia Blake
PO#
Terms Custom Installment
Bill To Ship To
Port Arthur Police Department Vidal Gallegos
Accounts Payable Port Arthur Police Department
PO Box 1089 645 4th St.
Port Arthur TX 77641 Port Arthur TX 77640
vidal.gallegos@portarthurtx.gov
Item Description Quantity Price Each Amount
Signature Line Signature:
Name:
Date:
PO:
Wiring Instructions Wiring Instructions:
PNC Bank,N.A.
East Brunswick,NJ
ABA#031207607
Utility Associates,Inc.
Account#8026405918
Subtotal $755,524.50
Sales Tax(%) $0.00
Total $755,524.50
This transaction is subject to the terms and conditions laid forth in UA's Customer Service Agreement.See https://www.bodyworn.com/service-agreement for additional details.
Please forward all inquiries to insidesales@utility.com
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,;�� UTILITY TRANsI`nt�MATIVE
TRANSPARENCY
Client Service Agreement
INTRODUCTION
This service agreement describes the levels of service that the("Client"or"Client)will receive from Utility
Associates,Inc.("UA"or"Supplier").
Purpose
The Client depends on IT equipment,software and services(the IT system)that are provided,maintained
and supported by the Supplier.Some of these items are of critical importance to the Client's business.
This service agreement sets out what levels of availability and support the Client is guaranteed to receive
for specific parts of the IT system.
This Service Agreement forms an important part of the contract between the Client and the Supplier.It aims
to enable the two parties to work together effectively.
SCOPE
Parties
This agreement is between:
The Client: The Supplier:
City of Port Arthur,Texas Utility Associates Inc.
645 4'h Street 250 E. Ponce De Leon Avenue
Port Arthur TX 77640 Suite 700
Decatur,GA 30030
Michael Fratus Key Contact:
(409)983-8622 Amanda A.Havice
Email michael.fratus@portarthurtx.gov 800-597-4707
co ntracts(c�ut i I itv.corn
Dates and Reviews
This agreement begins on the Effective Date of the agreement,which is the date of signature by the Client
of this service agreement and will run for the term of the agreement plus any extensions of such agreement.
It may be revised at any point by mutual written agreement, including if there are any changes to the
Client's system.
Equipment,Software and Services Covered
This agreement covers only the equipment, software and services in the table below. This list may be
updated at any time,with agreement from both the Client and Supplier.
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Item Type Number of Items Item Priority Commented pl:@vchiera@utilty.com should this
table be updated to include battery backups and CAD?
BodyWorn Camera Qty 145 Supplied by Utility 1
BodyWorn Camera(at 37'h Qty 145 Supplied by Utility 1
month of contract)
Bluetooth Controller Qty 145 Supplied by Utility 2
Bluetooth Controller(at 37th Qty 145 Supplied by Utility 2
month of contract)
AVaiL Web(for new equipment Qty Unlimited Licenses 1
supplied in this agreement) Supplied by Utility
AVaiL Web(for Client's existing Qty Unlimited Licenses 1
equipment purchased prior to Supplied by Utility
this agreement)
CAD Integration Qty 1 Supplied by Utility 2
CAD Activation Qty 145 Supplied by Utility 2
ALPR Video System Qty 1 Supplied by Utility 1
*Includes all services,
installation,training,and
configuration of the above listed
equipment and cost proposal.
Exclusions
This agreement is written in a spirit of partnership.The Supplier will always do everything possible to rectify
every issue in a timely manner.
However,there are a few exclusions.This agreement does not apply to:
• Any equipment,software,services or other parts of the IT system not listed above
• Software,equipment or services not purchased via and managed by the Supplier
Additionally,this agreement does not apply when:
• The problem has been caused by using equipment, software or services in a way that is not
recommended(defined as intentional neglect,misuse,or destruction of the equipment)
• The Client has made unauthorized changes to the configuration or set up of affected equipment,
software or services.Unauthorized changes are defined as changes made by any party other than
the Supplier to the software,hardware,or firmware that alter the system's ability to record,upload,
or view data.
• The Client has prevented the Supplier from performing required maintenance and update tasks.
• The issue has been caused by unsupported equipment,software or other services of the Client.
This agreement does not apply in circumstances that could reasonably be said to be beyond the Supplier's
control.For instance:floods,war,acts of god and so on.
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Regardless of the circumstances,the Supplier aims to be helpful and accommodating at all times and will
do its absolute best to assist the Client wherever possible.
RESPONSIBILITIES
Supplier Responsibilities
The Supplier will provide and maintain the IT system used by the Client. This Agreement between the
Supplier and the Client includes full details of these responsibilities.
Additionally,the Supplier will do the following:
• SaaS will be maintained at 99%uptime/availability or greater 24/7/365
• Ensure relevant software, services and equipment are available to the Client including an
appropriate level of spares
• Respond to support requests within the timescales listed below
• Take steps to escalate and resolve issues in an appropriate,timely manner
• Maintain good communication with the Client at all times
Client Responsibilities
The Client will use the Supplier-provided IT system as intended.
The Client is responsible for maintaining power and internet connectivity at all video offload locations on
the network. For offload via a Client approved third party or Supplier provided access point,the Client has
the option of either(a)organizing an independent internet connection via its local provider with a minimum
upload speed of 50 Mbps,or,(b)connecting the access point to its own network having a minimum internet
upload speed of 50 Mbps. Upon execution of this Agreement,as part of the deployment process,a network
assessment will be conducted of the Client's upload speed for the transmission of data to the CJIS
Compliant Cloud. In most cases,the Client should budget for an increase to their upload speed with their
local carrier.
Additionally,the Client will:
• Notify the Supplier of issues or problems in a timely manner
• Provide the Supplier with access to equipment,software and services for the purposes of
maintenance,updates and fault prevention
• Maintain good communication with the Supplier at all times
GUARANTEED RESPONSE TIMES
When a Client raises a support issue with the Supplier,the Supplier promises to respond in a timely fashion.
Response Times
UA provides a 99%uptime/availability commitment.All systems have health monitoring that assures that
issues are typically addressed 24/7/365 by UA personnel before they become an impact to the performance
of the service. For support provided to the Client directly, UA has a tiered response to support that will
escalate the level of support depending on the situation.Tier 1 would be on-site support by the department
staff after they have been trained by UA, which will alleviate most day-to-day issues that may pop up.
Problems beyond Tier 1 scope will be escalated to Tier 2,which is phone-based support,and from there to
Tier 3,which is on-site technical support from a UA field engineer. The cost of the response time is included
in this Agreement.
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While most support calls are handled immediately,Tier 2 issues have guaranteed response times as shown
below:
Item Priority Fatal Severe Medium Minor
1 1 Hour 1 Hour 2 Hours 3 Hours
2 2 Hours 2 Hours 4 Hours 6 Hours
3 4 Hours 4 Hours 8 Hours 16 Hours
Severity Levels
The severity levels shown in the tables above are defined as follows:
• Fatal: Complete degradation — all users and critical functions affected. Item or service
completely unavailable.
• Severe:Significant degradation—large number of users or critical functions affected.
• Medium: Limited degradation — limited number of users or functions affected. Business
processes can continue.
• Minor:Small degradation—few users or one user affected.Business processes can continue.
RESOLUTION TIMES
The Supplier will always endeavor to resolve problems as swiftly as possible. It recognizes that the
Client's systems are key to daily functions and must be functional in the field.
However, UA is unable to provide guaranteed resolution times.This is because the nature and causes of
problems can vary.
In all cases,the Supplier will make its best efforts to resolve problems as quickly as possible. It will also
provide frequent progress reports to the Client.
SCOPE OF SERVICES
1.1.1 Access to Software. UA is the developer and owner of,or has rights to,certain enterprise mobile
device tracking and messaging software known as"AVaiLTM", "AVaiL Web", "Vehicle Diagnostics", and
"RFID Tracking"and related content to be provided to Client; such software, its related content and any
related documentation provided by UA, and the means used to provide the software to Client and the
services described herein are collectively referred to as the"Service". Subject to Client's payment of the
applicable fees and Client's compliance with the terms of this Agreement, Client, its affiliates and its and
their employees("Licensed Users")shall have the right to access and use the Service solely for Client's
and its affiliates'internal business purposes. UA will issue to one Licensed User("Client Administrator")an
individual login identifier and password("Administrator Login")for purposes of administering the Service.
Using the Administrator's Login,the Client Administrator shall assign each Licensed User a unique login
identifier and password("User Login")and provide such information to the Licensed Users and UA via the
Service.Client shall not provide a User Login to any individual or entity that is not a Licensed User to use
the Service.Client shall be responsible to ensure,by agreement or otherwise,that each Licensed User will:
(a)be responsible for the security and/or use of his or her User Login;(b)not disclose such login identifier
or password to any person or entity;(c)not permit any other person or entity to use his or her User Login;
(d) use the Service only in accordance with the terms and conditions of this Agreement and on the
workstation software from which the Service is accessed. UA shall have the right to deactivate, change
and/or delete User Logins of Licensed Users who have violated this Agreement and to deny or revoke
access to the Service,in whole or in part,if UA reasonably believes Client and/or its Licensed Users are in
material breach of this Agreement. Client shall be solely responsible for ensuring that the access to the
Service by a Licensed User who ceases to be an employee of Client or one of its affiliates is terminated.
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UA shall have no responsibility for managing,monitoring,and/or overseeing Client's and its Licensed Users'
use of the Service. Client acknowledges that the Service may contain devices to monitor Client's
compliance with the terms and restrictions contained herein and Client's obligations hereunder.
1.1.2 Operating Environment. Client is solely responsible for acquiring, installing, operating and
maintaining the hardware and software environment necessary to access and use the Service remotely via
the Internet.
1.1.3 Changes to Service. UA may upgrade, modify, change or enhance("Change")the Service and
convert Client to a new version thereof at any time in its sole discretion so long as such Change does not
materially diminish the scope of the Service, in which event Client shall have the right to terminate this
Agreement upon thirty(30)days written notice to UA. During the term of this agreement, if UA upgrades
the version of the Service Client is using under this Agreement,Client will not be charged an upgrade fee.
Should UA offer additional optional software modules in the future that complement the Software, Client
may elect to purchase the optional software modules for an additional fee;however,Client has no obligation
to do so.
1.1.4 Help Desk.UA shall provide 24/7 Client support in the form of a Help Desk.Clients reporting issues
through email will receive confirmation of the issue within a reasonable time and will receive a callback the
same business day if practical.The Help Desk is always subject to availability of our technical staff and
clause 1.1.5 below.
1.1.5 Uptime Commitment.
a. Availability.The Service will be made available to Client and its Licensed Users twenty-four hours
a day,seven days a week less the period during which the Service are not available due to one or more of
the following events(collectively,the"Excusable Downtime"):
(1) Scheduled network,hardware or service maintenance;
(ii) The acts or omissions of Client or Client's employees, agents, contractors, vendors, or anyone
gaining access to the Service by means of a User Login;
(iii) A failure of the Internet and/or the public switched telephone network;
(iv) The occurrence of any event that is beyond UA's reasonable control,or
(v) At Client's direction,UA restricting Client's and its Licensed Users access to the Service.
b. Commitment. Client is responsible for promptly notifying UA in the event of a suspected Service
failure.For the purposes of establishing uptime herein,downtime begins upon such notification and ends
upon restoration of Service. Subject to Client satisfying its obligations herein, UA guarantees that the
Service will be available to Client and its Licensed Users at least 99%of the time during each calendar
month, excluding Excusable Downtime ("Uptime Commitment'). If UA fails to satisfy the Uptime
Commitment during a month,then UA will credit to Client a pro-rated portion of the Fees in the first month
of the next succeeding calendar quarter following the failure. For purposes of this Section, "pro-rated
portion of the Fees"means the product obtained by multiplying the applicable Fees during the month of the
failure by a fraction,the numerator of which will be the number of hours that the Service did not satisfy the
Uptime Commitment,and the denominator of which will be the total number of hours during the month that
such failure occurred less Excusable Downtime.
1.1.6 Uniforms. UA's BodyWorn Solution is the only body camera system available to law enforcement
that features direct integration of camera hardware into the officer's/deputy's uniform. As part of the multi-
year service agreement,UA will furnish the following allotments and services during initial project launch.
a. Retrofits of existing uniforms. A quantity of five(5) standard uniform garments, per BodyWorn
camera purchased,will be modified to BodyWorn ready status,for the purposes of product integration with
our camera hardware solution. UA will provide The Client with both uniform retrofit vouchers and packing
slip templates. Note, both uniform vouchers and accurately completed packing slips are required for all
retrofit requests being sent to UA for processing. Failure to provide accurate uniform information may result
in delays of processing The Client's request.
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b. Retrofits of Standard garment types. Acceptable garment installation types offered at no-additional
charge,as part of the initial project launch with a multiyear service agreement,include the following:
(i)Duty shirts(long or short sleeve)
(ii)Soft outer carrier vest
(ii)Standard soft-shell jacket
c. Retrofits of Non-standard garment types.Excluded from the initial project launch retrofitting service,
that may still be modified to BodyWorn ready status at an additional charge, include the following: (please
see table 1.2.1,for pricing details)
(i)Polo shirts
(ii)Commando style sweaters
(ii)Tactical vest or outer plate carriers
(iv)Leather jackets
d. Certification of local uniform resellers. Following the recommendation of the Client,a local uniform
reseller may be eligible to participate in UA's uniform certification program. This program is designed to
maximize the speed in which new recruits and/or existing Officers/Deputies receive BodyWorn standard
uniform garment retrofits, post project deployment. Additionally, this program is designed to foster the
support of local small businesses in your respective area.
(i) Resellers may participate in the certification program,for the purposes of retrofitting standard
duty shirts and soft outer carrier vests only. All other non-standard garment retrofits should be
forwarded to UA,at the expense of The Client.
(ii) As part of the certification offered, UA will supply one(1) grommet installation machine and
training of up to 5 reseller personnel,per session. Sessions run for a dedicated 16-hour period,
over the course of two days. The reseller will be responsible for furnishing uniforms for the
purposes of training and certification.
(iii) Certification fees. Certification of each local uniform reseller will be charged to The Client,at
$2,500 per session.
(iv) Annual Warranty and Support Fee of$300, per year,will be assessed of the certified uniform
reseller. Failure to pay within 30 days of invoice will void any warranty claims against
grommeting machine hardware provided for the purposes of BodyWorn ready uniform
retrofitting
1.2.1 Uniform Retrofit Pricing Schedule. Prices effective May 2021.
a. BodyWorn-standard garment retrofit service table
Example Model Description Price(ea).
Blauer 8670,8675,8446 Duty Shirt,Body Worn Ready $13
Blauer 8780, 8370, 8375, 8470 Carrier Vest Mount,BodyWorn Ready $23
(XP Series)
Blauer 343,343R Traffic Safety Vest,BodyWorn Ready $23
Blauer 8780,8370,8375,8470 Carrier Vest Zipper Mount, BodyWorn Ready $23
Spiewak Carrier Vest Mount,BodyWorn Ready $33
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*-) UTILITY TRANSFORMATIVE
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Example Model(continued) Description(continued) Price(ea).
(continued)
Duty Jacket(Charge per Layer) All Jackets(Except Leather—Estimate Only) $23
All Standard Uniform Types Grommet Swap Out $10
b. BodyWorn non-standard garment retrofit service table.Due to the complicated nature of retrofitting
non-standard garments,all prices provided below are considered estimates. Final pricing will be assessed
at the time of services rendered. For additional questions, comments or concerns please email UA at:
uniforms@utility.com.
Description Price(ea).
Carrier Vest—Horizontal Mounting(Ex. Blauer 8340,8375) $33
Tactical Vest or Load Bearing Vest(LBV)—All Styles $53
Polo Shirt $43
Polo Carrier—Horizontal Zipper $43
Leather Jacket/Coat. Estimate Only
Patches
Single $5
Pair $6
Name Tape-Includes Embroidery and Velcro $10
Motor unit jackets must be quoted via design consult,please contact uniforms@utility.com to schedule.
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USE OF THE SERVICE
2.1 Scope of Use.Subject to the terms and conditions of this Agreement,including,without limitation,
Section 2.2 and 2.3 hereof and Client's payment of all applicable Fees,UA hereby grants to Client a limited,
a non-exclusive,non-assignable,non-transferable license(the"License"),without the right to sublicense,
to access and use the Service, during the Term, over the Internet for Client's and its affiliates' internal
business purposes,on a computer or a computer network operated by Client,only by Licensed Users and
only using the User Logins provided to UA for such Licensed Users for such use.
2.2 End User License Agreements. The Licensed software may incorporate software under license
from a third party.If the third party requires Client's notification of such use through an End User License
Agreement(EULA), UA will provide such notification to the Client. In order to use the Service,the Client
agrees to be bound by all EULA(s)provided at the time of delivery whether by hardcopy or displayed upon
Installation or use of the Service.Clients use of the Service subsequent to such notice(s)shall constitute
Client's acceptance of the EULA(s).
2.3 Restrictions. Client and its Licensed Users shall not: (a)copy the Service or any portion thereof
other than as required to use the Service remotely as intended by this Agreement;(b)translate,decompile
or create or attempt to create,by reverse engineering or otherwise,the source code from the object code
of the Service;(c)modify,adapt,translate or create a derivative work from the Service;(d)use the Service
to track more than the number of tracked asset units for which Fees have been paid pursuant Article 3
below; (e)sell, lease, loan, license, assign, sublicense, rent,transfer, publish, disclose,divulge, display,
make available to third parties on a time-sharing or service bureau basis or otherwise make available for
the benefit of third parties all or any part of the Service, including, without limitation, by transmitting or
providing the Service,or any portion thereof,over the Internet,or otherwise,to any third party;(f)interfere
or attempt to interfere with the operation of the Service in any way;(g)remove,obscure or alter any label,
logo,mark,copyright notice,trademark or other proprietary rights notices affixed to or contained within the
Service;(h)create any frames or other references at any other web sites pertaining to or using any of the
information provided through the Service or links to the Service;or(i)engage in any action that constitutes
a material breach of the terms and conditions of this Agreement.All rights not expressly granted hereunder
are reserved to UA.
FEES AND PAYMENT TERMS
3.1 Fees.As a condition to the License granted pursuant to Section 2.1 above,Client shall pay annual
Service usage fees("Fees"). Client shall, in addition to the Fees required hereunder, pay all applicable
sales, use,transfer or other taxes and all duties, whether international, national, state or local, however
designated,which are levied or imposed by reason of the transaction(s)contemplated hereby,excluding,
however,income taxes on income which may be levied against UA("Taxes").Client shall reimburse UA for
the amount of any such Taxes.If Client fails to pay any undisputed Fees within thirty(30)calendar days of
the date they are due,UA may bill Client a 1.5%fee per month and the Service shall be suspended until
all outstanding Fees have been paid.All Fees shall be non-refundable except as otherwise set forth herein.
Should Client have a billing dispute,Client must provide notice to UA in writing within thirty(30)days of the
invoice date with an explanation of the disputed invoiced amount or else Client will waive the right to dispute
the amount set forth on the invoice.Clients are still obligated to pay undisputed amounts.
3.2 Time-and-Materials Service.If Client requests and UA agrees to provide services that are outside
the scope of the Service,such services shall be provided at UA's then-current hourly service rates or as
established within a separate agreement addressing these specific requests.
REPRESENTATIONS AND WARRANTIES
4.1 Expressed Warranty. Products manufactured by UA are warranted to be free from defects in
material and workmanship under normal use and service. This warranty is applicable to any of UA's
products that Client returns to UA during the period of the initial term of the agreement. All equipment
issued, including BodyWorn^" devices and peripherals, and Rocket IoTT'" in-vehicle systems and
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peripherals,are warranted for the duration of the initial agreement and will be repaired or replaced at UA's
cost with an appropriate Request to Merchant(RMA)Authorization.Failure to return warranty replacement
items in the time specified by UA may result in additional fees or surcharges assessed at UA's sole
discretion. UA's obligations, with respect to such applicable warranty returns, are limited to repair,
replacement, or refund of the purchase price actually paid for the product, at UA's sole option. UA shall
bear round-trip shipment costs of defective Items found to be covered by this warranty.Defective products
or parts thereof may be replaced with either new,factory refurbished,or remanufactured parts. Defective
parts,which have been replaced,shall become the UA's property.This warranty does not extend to any
product sold by UA which has been subjected to malicious intent, neglect,accident,improper installation
by a non-authorized 3rd party, or a use for purposes not included or not in accordance with operational
maintenance procedures and instructions furnished by UA,or which has been repaired or altered by UA or
persons other than UA or which has been damaged by secondary causes, including but not limited to,
improper voltages,adverse environment conditions, improper handling,or products which have had their
serial number or any part thereof altered,defaced,or removed.UA liability does not cover normal wear and
tear or deterioration. Uniforms or modified uniforms provided with the service have a 1-year warranty and
are limited to defects in material workmanship that prevent the user from capturing video and/or using the
Service. The Expressed Warranty does not include changes to the color or appearance of the uniform that
result from normal wear and tear.
4.2 UA and Client Responsibilities. Each party(the"Representing Party")represents and warrants to
the other that: (a) it has the authority to enter this Agreement and to perform its obligations under this
Agreement; (b) the execution and performance of this Agreement does not and will not violate any
agreement to which the Representing Party is a party or by which it is otherwise bound; and (c)when
executed and delivered, this Agreement will constitute a legal, valid and binding obligation of the
Representing Party,enforceable in accordance with its terms.In addition to the foregoing:UA warrants that
the software provided as part of the Service will materially conform to the applicable then-current
documentation relating to the Service when used in an operating environment that complies with the then-
current documentation relating to the Service.If provide Client,as Client's sole and exclusive remedy,with
a pro rata refund(for the unexpired portion of the applicable Term)of the Fees paid to UA hereunder.Client
represents and warrants to UA that Client and its Licensed Users(i)will use the Service only for lawful
purposes;(ii)will not interfere with or disrupt the operation of the Service or the servers or networks involved
with the operation of the Service;(iii)attempt to gain unauthorized access to the Service,other accounts,
computer systems or networks connected to the Service,through any other means; or(iv)interfere with
another user's use and enjoyment of the Service.
4.3 Export Restrictions.Client represents and warrants that it and all Licensed Users will comply with
all applicable laws,rules and regulations in the jurisdiction from which they access the Service, including
those laws,rules and regulations which apply to the access,import,use and export of controlled technology
or other goods.Client also agrees that it and all Licensed Users will comply with the applicable laws,rules
and regulations of the jurisdictions from which UA operates the Service(currently,the United States of
America).In particular,Client represents,warrants and covenants that it shall not,without obtaining prior
written authorization from UA and,if required,of the Bureau of Export Administration of the United States
Department of Commerce or other relevant agency of the United States Government,access,use,export
or re-export,directly or indirectly,the Service,or any portion thereof or any Confidential Information of UA
(including without limitation information regarding the use, access, deployment, or functionality of the
Service)from the United States to(a)any country destination to which access,use,export or re-export is
restricted by the Export Administration Regulations of the United States Department of Commerce;(b)any
country subject to sanctions administered by the Office of Foreign Assets Control, United States
Department of the Treasury; or (c) such other countries to which access, use, export or re-export is
restricted by any other United States government agency.Client further agrees that it is solely responsible
for compliance with any import laws and regulations of the country of destination of permitted access,use,
export or re-export, and any other import requirement related to a permitted access, use, export or re-
export.
4.4 Warranty Disclaimer. Client ACKNOWLEDGES THAT, EXCEPT AS PROVIDED HEREIN, THE
SERVICE IS PROVIDED HEREUNDER WITH NO WARRANTY WHATSOEVER. Client
ACKNOWLEDGES THAT ITS USE OF THE SERVICE IS AT ITS OWN RISK.EXCEPT AS EXPRESSLY
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PROVIDED HEREIN, (a)THE SERVICE IS PROVIDED SOLELY ON AN "AS-IS" BASIS, AND (b) UA
MAKES, AND Client RECEIVES, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. UA
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
AND/OR NON INFRINGEMENT AND ALL DUTIES AND OBLIGATIONS IMPLIED IN LAW.UA DOES NOT
WARRANT THAT THE SERVICE SHALL BE OPERABLE, SHALL PROPERLY STORE DATA, SHALL
OPERATE UNINTERRUPTED OR ERROR FREE, SHALL BE SECURE, SHALL KEEP DATA
CONFIDENTIAL,SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT
OR SHALL MEET CLIENT'S NEEDS.
4.5 Retention of Utility Generated System Media. The standard retention period for unclassified videos
is twelve(12)months. The responsibility of video classification remains with the Client,for the duration of
the agreement term. Exceptions to this retention period will incur a separate rate charge to the overall
agreement,regardless of when said requests for adjustment are made.
CONFIDENTIAL INFORMATION
5.1 Confidential Information. As used herein,the term"Confidential Information means all technical,
business and other information relating to the Service,which(i)is possessed or hereafter acquired by UA
and disclosed to Client or Licensed Users,(ii)derives economic value from not being generally known to
persons other than UA and its Clients,and(iii)is the subject of efforts by UA that are reasonable under the
circumstances to maintain its secrecy or confidentiality.Confidential Information shall include,but shall not
be limited to,oral or written(including,without limitation,storage in electronic or machine readable media)
information with respect to UA's trade secrets, know-how,proprietary processes,operations,employees,
contractors, prospects, business plans, product or service concepts, business methods, hardware,
software, codes, designs, drawings, products, business models and marketing strategies, in each case
relating to the Service. Confidential Information shall not include any information which Client can
demonstrate(a)has become generally available to and known by the public(other than as a result of a
disclosure directly or indirectly by Client, any of its affiliates or any of its or their respective employees,
contractors or agents), (b)has been made available to Client on a non-confidential basis from a source
other than UA,provided that such source is not and was not bound by a confidentiality agreement with UA
or any other legal obligation of non-disclosure,or(c)has been independently acquired or developed by
Client without violating any of its obligations under this Agreement.
5.2 Non-Disclosure of Confidential Information.Client shall hold confidential all Confidential Information
(as defined in Section 5.1) of UA and shall not disclose or use (except as expressly provided in this
Agreement) such Confidential Information without the express written consent of UA. Confidential
Information of UA shall be protected by the Client with the same degree of care as Client uses for protection
of its own confidential information, but no less than reasonable care. Client may disclose Confidential
Information only to those of its employees who have a need to know the Confidential Information for
purposes of performing or exercising rights granted under this Agreement and only to the extent necessary
to do so.At any time upon the request of UA,the Client shall promptly,at the option of UA,either return or
destroy all (or, if UA so requests, any part)of the Confidential Information previously disclosed and all
copies thereof,and the Client shall certify in writing as to its compliance with the foregoing.Client agrees
to secure and protect the Confidential Information in a manner consistent with the maintenance of UA's
rights therein and to take appropriate action by instruction or agreement with its Licensed Users to satisfy
its obligations hereunder.Client shall use its reasonable commercial efforts to assist UA in identifying and
preventing any unauthorized access, use, copying or disclosure of the Confidential Information, or any
component thereof. Without limitation of the foregoing, Client shall advise UA immediately in the event
Client learns or has reason to believe that any person has violated or intends to violate these confidentiality
obligations or the proprietary rights of UA. In the event Client is required to disclose any Confidential
Information by law or court order, it may do so,provided that UA is provided a reasonable opportunity to
prevent such disclosure, and, in the event of a disclosure,that the Client apply reasonable commercial
efforts to ensure that available confidentiality protections are applied to such information. In such event,
Client shall not be liable for such disclosure unless such disclosure was caused by, or resulted from, in
whole or in part, a previous disclosure by Client, any of its affiliates or any of its or their respective
employees,contractors or agents,not permitted by this Agreement. UA Confidential Information shall not
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include information which can be demonstrated by Client (i)to have become part of the public domain
except by an act or omission or breach of this Agreement on the part of Client, its employees,or agents;
(ii)to have been supplied to Client after the time of disclosure without restriction by a third party who is
under no obligation to UA to maintain such information in confidence;or(iii)required to be disclosed by law
or court order, provided that UA is provided a reasonable opportunity to prevent such disclosure,and, in
the event of a disclosure, that Client apply reasonable commercial efforts to ensure that available
confidentiality protections are applied to such information. Notwithstanding the foregoing,UA may publish
the fact of the existence of this Agreement and/or the business relationship created hereby,and may include
reference to it in its marketing collateral.
5.3 Non-Disclosure of Client Confidential Information.Notwithstanding any provision of this Agreement
to the contrary,UA shall hold confidential all information disclosed to UA(a)concerning the business affairs
or proprietary and trade secret information of Client,(b)any information that derives economic value from
not being generally known to persons other than Client and its employees,and(c)any information that is
the subject of efforts by Client that are reasonable under the circumstances to maintain its secrecy or
confidentiality,whether disclosed to UA by Client in oral,graphic,written,electronic or machine readable
form("Client Confidential Information")and shall not disclose or use such Client Confidential Information
without the express written consent of Client.Client Confidential Information shall be protected by UA with
the same degree of care as UA uses for its own confidential information,but no less than reasonable care.
UA may disclose Client Confidential Information only to those of its employees who have a need to know
the Client Confidential Information for purposes of performing or exercising rights granted under this
Agreement and only to the extent necessary to do so.At any time upon the request of Client, UA shall
promptly,at the option of Client,either return or destroy all(or,if Client so requests,any part)of the Client
Confidential Information previously disclosed and all copies thereof,and UA shall certify in writing as to its
compliance with the foregoing. UA agrees to secure and protect the Client Confidential Information in a
manner consistent with the maintenance of Client's rights therein and to take appropriate action by
instruction or agreement with its employees to satisfy its obligations hereunder. UA shall use reasonable
commercial efforts to assist Client in identifying and preventing any unauthorized access,use,copying or
disclosure of the Client Confidential Information, or any component thereof. Without limitation of the
foregoing, UA shall advise Client immediately in the event UA learns or has reason to believe that any
person has violated or intends to violate these confidentiality obligations or the proprietary rights of Client,
and UA will, at UA's expense, cooperate with Client in seeking injunctive or other equitable relief in the
name of UA or Client against any such person.Client Confidential Information shall not include information
which can be demonstrated by UA: (i)to have become part of the public domain except by an act or
omission or breach of this Agreement on the part of UA,its employees,or agents;(ii)to have been supplied
to UA after the time of disclosure without restriction by a third party who is under no obligation to Client to
maintain such information in confidence;or(iii)required to be disclosed by law or court order,provided that
Client is provided a reasonable opportunity to prevent such disclosure,and,in the event of a disclosure,
that UA apply reasonable commercial efforts to ensure that available confidentiality protections are applied
to such information.
5.4 Passwords. Any and all login identifiers and passwords provided hereunder are deemed
Confidential Information of UA.Client and Licensed Users are responsible for maintaining the confidentiality
of such login identifiers and passwords.Client agrees to(a)notify UA of any unauthorized use of such login
identifiers or passwords or any other breach of security pertaining to the Service when it became known to
the Client, and(b)ensure that Licensed Users exit from their accounts at the end of each session. UA
cannot and will not be liable for any loss or damage arising from Client's or any Licensed User's failure to
comply with this Section 5.4.
5.5 Term.With regard to Confidential Information that constitutes trade secrets,the obligations in this
Section shall continue for so long as such information constitutes a trade secret under applicable law.With
regard to all other Confidential Information,the obligations in this Section shall continue for the term of this
Agreement and for a period of five years thereafter.
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INDEMNIFICATION AND LIABILITY
6.1 UA shall indemnify, defend and hold the Client and its officials, agents and employees harmless
from and against any and all claims, damages, losses, injuries and expenses (including reasonable
attorneys' fees), relating to or arising out of: (i) any act or omission of UA, its officers, employees,
subcontractors,or agents in connection with the performance of the Services;(ii)any breach of a covenant,
representation or warranty made by UA under this Contract;and(iii)use by UA of any intellectual property
in connection with the Services(whether such intellectual property is owned by UA or a third party)or the
incorporation by UA of intellectual property into the Services.
6.2 EXCEPT FOR BREACHES OF SECTIONS 2 OR 5, IN NO EVENT WILL: (I) EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS,LOSS OF USE,
LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF
ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
FORM OF ACTION,WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF
SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH
DAMAGES; AND (II) EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE TOTAL ANNUAL AMOUNT PAID BY CLIENT TO UA UNDER THIS
AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE
GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE
FAILED IN ITS ESSENTIAL PURPOSE.
PROPRIETARY RIGHTS
7.1 Proprietary Rights. No right(except for the License right granted in Article 2), title or interest in any
intellectual property or other proprietary rights are granted or transferred to Client hereunder. UA and its
third-party licensors and service providers retain all right,title and interest,including,without limitation, all
patent, copyright, trade secret and all other intellectual property and proprietary rights, inherent in and
appurtenant to the Service and all derivative works connected therewith.
TERM AND TERMINATION
8.1 Term;Termination.The term of this Agreement(the"Term")shall commence on the Effective Date and
shall continue for an initial term of Five(5)years thereafter, unless terminated earlier or renewed as set
forth herein,and shall automatically renew for additional Five(5)years(the"Renewal Term")unless either
party provides written notice of termination ninety(90)days prior to the expiration of the initial Term or then
current Renewal Term.Either party may immediately terminate this Agreement in the event that
(a) the other party breaches any material obligation,warranty, representation or covenant under this
Agreement and does not remedy such failure within thirty(30)days after its receipt of written notice of such
breach or,
(b) the other party becomes insolvent or is unable to pay its debts as due,enters into or files(or has
filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or
protection under the bankruptcy laws of the United States or similar laws of any other jurisdiction or transfers
all of its assets to another person or entity.
Termination for Non-Appropriation of Funds. Client shall not be obligated for UA's performance under this
Agreement or any provision of this Agreement during any of the Client's future fiscal years unless and until
Client appropriates funds for this Agreement in the Client's budget for each such future fiscal year. In the
event that funds are not appropriated for this Agreement,then this Agreement shall terminate as of the end
of the last fiscal year for which funds were appropriated. Client shall notify UA in writing of any such non-
allocation of funds within ten(10)calendar days.
If timely payment of Fees is not received by its due date, UA reserves the right to either suspend or
terminate Client's or Licensed User's access to the Service. Upon termination or expiration of this
Agreement for any reason,the License and the Service shall terminate,Client will be obligated to pay any
and all Fees due hereunder up through the annual anniversary of the Effective Date of this Agreement or
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expiration and UA shall have no further obligations to Client.Sections 2.2,2.3,and 4.3 and Articles 5,6,7,
8,and 9 hereof shall survive the expiration or termination of this Agreement for any reason.
MISCELLANEOUS
9.1 Notices.Any written notice required or permitted to be delivered pursuant to this Agreement will be
in writing and will be deemed delivered:(a)upon delivery if delivered in person;(b)three(3)business days
after deposit in the United States mail, registered or certified mail, return receipt requested, postage
prepaid;(c)upon transmission if sent via telecopier/facsimile,with a confirmation copy sent via overnight
mail;(d)one(1)business day after deposit with a national overnight courier;
9.2 Governing Law and Venue.This Agreement,and all the rights and duties of the parties arising from
or relating in any way to the subject matter of this Agreement shall be governed by,construed and enforced
in accordance with the laws of the State of Georgia.Any suit or proceeding relating to this Agreement shall
be brought in the courts,state and federal,located in Dekalb County,Georgia.
9.3 UCITA Disclaimer.THE PARTIES AGREE THAT THE UNIFORM COMPUTER TRANSACTIONS
ACT OR ANY VERSION THEREOF,ADOPTED BY ANY STATE,IN ANY FORM("UCITA"),SHALL NOT
APPLY TO THIS AGREEMENT.TO THE EXTENT THAT UCITA IS APPLICABLE,THE PARTIES AGREE
TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S)
CONTAINED THEREIN.
9.4 Assignment.Client will not assign,sublicense or otherwise transfer this Agreement,in whole or in
part, nor delegate or subcontract any of its rights or obligations hereunder, without UA's prior written
consent,except in the event of an assignment to an affiliate
9.5 Force Majeure.Neither party shall have any liability to the other or to third parties for any failure or
delay in performing any obligation under this Agreement due to circumstances beyond its reasonable
control including,without limitation,acts of God or nature,actions of the government,fires,floods,strikes,
civil disturbances or terrorism,or power,communications,satellite or network failures;provided,however,
this Section 9.5 shall not apply to Client's obligation to pay any of the Fees in accordance with Article 3
hereof.
9.6 Modifications.All amendments or modifications of this Agreement shall be in writing signed by an
authorized representative of each party hereto. The parties expressly disclaim the right to claim the
enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an
authorized representative of UA and Client;(b)any oral modifications to this Agreement;and(c)any other
amendments based on course of dealing,waiver, reliance, estoppel or similar legal theory. The parties
expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section.
9.7 Waiver.The failure of either party to enforce,or the delay by either party in enforcing,any of its
rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its
rights under this Agreement.
9.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable,in whole or in part,such holding shall not affect the validity or enforceability of the
other provisions of this Agreement.
9.9 Headings.The headings used herein are for reference and convenience only and shall not enter
into the interpretation hereof.
9.10 Entire Agreement.This Agreement(including the Schedules and any addenda hereto)contains the
entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all
previous communications,representations,understandings and agreements,either oral or written,between
the parties with respect to said subject matter.
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UTILITY �-F2ANSF®RMATI\!F
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IN WITNESS WHEREOF,UA and Client have executed this Agreement as of the date set forth below.All
signed copies of this Agreement shall be deemed originals.
Signed on behalf of The Client:
Signed:
Name:
Title:
Date:
Signed on behalf of The Supplier:
Signed:
Name:
Title:
Date:
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