NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN

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NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
NOTICE OF A WORK SESSION
                            OF THE BOARD OF ALDERMEN
                                        June 22, 2021 6:00p.m.
Notice is hereby given that a Work Session of the Board of Aldermen of the City of Shrewsbury,
Missouri, will be held at 6:00pm on June 22, 2021 in-person in the Aldermanic Chambers at the
City Center at 5200 Shrewsbury Ave., Shrewsbury, MO 63119 and via Zoom teleconference.
              Join Zoom Meeting:
    https://us02web.zoom.us/j/85913263428                                  One Tap Mobile:
           Meeting ID: 859 1326 3428                           +13126266799,,85913263428# US (Chicago)
    A. Roll Call
    B. Approval of Minutes
         a. June 8, 2021 Regular Board Meeting Minutes
    C. Annual Liquor Licenses – Review and Approval

             a. Aldi’s, American Legion Post III, Dierbergs, Gas Mart, Krab Kingz, Shrewsbury
                Lanes, St. Michael’s, Walmart

    D. Fire Department Bid Presentation & Purchase Request - Indoor Air Quality Testing
    E. Discussion Items
             a. Shrewsbury City Center Name Change
             b. Contract Terms Update – Public Safety Body Cameras
             c. Shrewsbury City Center Pin-Oak Removal

    F. BILL 3025: Ordinance Authorizing Public Safety Body Camera Contract – 1st Reading

             a. AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE
                AGREEMENTS WITH UTILITY ASSOCIATES, INC. FOR THE PURCHASE
                AND SERVICING OF CERTAIN RECORDING EQUIPMENT FOR USE BY
                THE CITY OF SHREWSBURY POLICE AND FIRE DEPARTMENTS

    G. Old Business
    H. New Business
    I. Hear Citizens
    J. Adjournment

                                    All interested parties are invited to attend.
The City of Shrewsbury is working to comply with the Americans with Disabilities Act (ADA). Individuals who
require an accommodation (sign language interpreter, listening device, an accessible location, etc.) to attend a meeting
should contact City Hall, 647-5795 V or use Relay Missouri 1-800-735-2966 TDD, at least 48 hours in advance
and communicate their needs.

 Elliot Brown,
 Assistant City Administrator/City Clerk

    The next regularly scheduled Board of Aldermen meeting will be July 13, 2021 at 6:00pm.
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
CITY OF SHREWSBURY
                                     OPEN MEETING OF THE
                                     BOARD OF ALDERMEN
                                          June 8, 2021

An Open Meeting of the Board of Aldermen of the City of Shrewsbury, Missouri was held at 6:00
p.m. on June 8, 2021 in the Aldermanic Chambers of City Hall and via Zoom teleconference for
the transaction of such business that came before the Board.

Present:               Mayor                                          Mike Travaglini
                       Alderman                                       Greg Lauter
                       Alderman                                       Keith Peters
                       Alderman                                       John Odenwald
                       Alderperson                                    Elisa Reeves
                       Alderman                                       Michael Schmelzle
                       Alderperson                                    Bette Welch

Also Present:          City Administrator                             Jonathan Greever
                       Fire Chief                                     Chris Amenn
                       Chief of Police                                Lisa Vargas
                       City Attorney                                  Michael Daming
                       Director of Parks & Recreation                 Chris Buck
                       Public Works Superintendent                    Tony Wagner
                       Finance Director                               Danielle Oettle
                       Asst. City Admin./City Clerk                   Elliot Brown

Roll Call
Board President Lauter called the meeting to order and Clerk Brown commenced with the roll call.
A quorum was present for the transaction of City business.

Mayoral Swearing-in Ceremony
Clerk Brown swore-in Mike Travaglini to serve as Mayor of the City of Shrewsbury for the
remainder of former Mayor Sam Scherer’s term. Mayor Travaglini expressed his gratitude to
Mayor Scherer for his years of service to the community and wished him a quick recovery.

Approval of Minutes
Mayor Travaglini introduced the minutes from the May 25, 2021 Work Session and the May 25,
2021 Special Meeting and opened the floor for discussion. There being no corrections or additions,
Alderman Peters moved to approve the minutes as submitted; Alderman Lauter seconded
the motion. The motion passed unanimously by voice vote.

Approval of Bills – June 2021
Mayor Travaglini introduced the bills for June 2021, reviewed each of them, and opened the floor
for discussion. He noted that Staff had noticed one error on the list as it was submitted to the Board
and corrected the total amount to be $52,034.37. There being no further questions or comments,
Alderperson Reeves moved to approve the bills; Alderperson Welch seconded the motion.
The motion passed unanimously by voice vote.
                                                                                         City of Shrewsbury
                                                                                         Board of Aldermen
                                                                                  Meeting Minutes 6/8/2021
                                                                                                  Page 1 of 4
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
Hear Citizens:
Missouri State Representative for District 91 Sarah Unsicker (Exeter Ave.) addressed the Board
introducing her new not-for-profit organization, The Missouri Policy Collaborative, which will
research and develop policy briefs about municipal government to build a better future for all
Missourians.

Discussion – City Website Redesign
City Administrator Greever informed the Board that the in-house website redesign project with the
City’s existing vendor had not met the expectations of Staff and asked the Board to authorize Staff
to develop an RFP to be distributed to at least four venders that work with municipalities in our
area. City Administrator Greever noted that this project was a priority for former Mayor Scherer
prior to his resignation as a modern website design is essential for effective communication,
especially in a post-COVID environment, and that he would like to complete the redesign this fiscal
year.

Alderman Peters stated that he would like to be involved in the development of the RFP to make
sure that the proposals would meet the needs of the residents. He added that he thought the RFP
should be sent to as many venders as possible. Alderman Odenwald requested that the proposals
include maintenance costs over the next 5 years. Alderperson Welch asked where the funds for this
project would come from. City Administrator Greever responded that the Board would need to
approve a budget amendment to appropriate the funds. Alderperson Reeves asked if the work done
by the previous vendor could be salvaged. City Administrator Greever responded that while the
previous redesign was a failure, the content would be saved and utilized by whatever vendor the
Board chooses in its redesign.

Alderperson Reeves requested that she be involved in the redesign project and suggested that some
citizens be brought in to give their opinions and recommendations. Alderman Schmelzle asked why
this could not wait until next year instead of amending this year’s budget. City Administrator
Greever responded that a significant gap exists between what the residents expect and what our
current website can provide. He added that, because the website is one of the most important
methods of interacting with and disseminating information to the residents, it should be the most
important capital project to the Board.

Discussion – Public Safety Body Cameras
Chiefs Vargas and Amenn presented an updated service agreement proposed by Utility Associates,
Inc. to provide body and vehicle cameras and associated hardware/software for both the Police
Department and Fire Department. The cameras were previously budgeted as a Capital Improvement
in 2020.

Due to a personnel changeover at the company, there was a delay in finalizing the agreement and
the originally quoted pricing had changed. The total amount for the equipment had not changed
($181,625.00 for Police and $61,570.00 for Fire), but the first-year payment amount increased from
20% to 40%; an increase of $12,000. The Chiefs asked the Board to approve increasing the capital
improvement budget for this year to cover the increase, noting that the remaining yearly payments
would only be 15% instead of 20%.

                                                                                       City of Shrewsbury
                                                                                       Board of Aldermen
                                                                                Meeting Minutes 6/8/2021
                                                                                                Page 2 of 4
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
Alderperson Reeves asked why there was an increase. Chief Vargas responded that the delay was
so long that the price of the components had increased for the vendor. She added that the bid would
expire on June 30th after which total price would increase by $234,000. Mayor Travaglini asked if
the City had applied for any grant funds for the equipment. Chief Vargas responded that they were
working on applying now with the hope to get funding some time this summer.

Alderman Schmelzle stated that he supported the purchase but would like to see the Chiefs to try
to negotiate with the vendor to get them back down to the original $80,000 that was budgeted so
the Board does not have to amend the budget. Chief Vargas responded that she would try. Alderman
Odenwald expressed his hope that the deal be finalized soon so the City could avoid the big jump
in price. Mayor Travaglini suggested reassessing the topic at the next meeting to give Staff the
opportunity to negotiate.

Department Head Reports
Chief Vargas updated the Board on some plumbing issues going on at the Public Safety building.
Alderman Schmelzle asked if the mold remediation project had been completed. Chief Vargas
responded that it had not and that it would likely have to continue until after the plumbing issues
had been resolved.

Director Oettle informed the board that the auditors were completing their FY2020 financial audit
and planned to present their findings at an upcoming meeting. Alderman Peters asked if they would
be able to provide a report with recommendations for improving the City’s financial situation.
Director Oettle responded that the auditors would not go beyond the typical financial audit of
FY2020, but that she had reached out to the GFOA to obtain information about their consultant
services and would provide that to the Board as soon as she received it. Alderman Odenwald
requested that the Board receive periodic financial reports showing all City expenditures.

Old Business – None

New Business
Alderman Odenwald proposed breaking the Board up into two committees with three members
each to work on the 2022 budget in the coming months.

Hear Citizens – None

Closed Session
Alderman Lauter moved for the Board to enter closed session pursuant to RSMo 610.021 (3);
Alderman Peters seconded the motion. The following roll call vote was recorded:

       Alderman Lauter,              “Aye”                  Alderperson Reeves,            “Aye”
       Alderman Peters,              “Aye”                  Alderman Schmelzle,            “Aye”
       Alderman Odenwald,            “Aye”                  Alderperson Welch,             “Aye”

There being unanimous votes in the affirmative, the Board entered closed session pursuant to
RSMo 610.021 (3,13) at 6:58p.m.

                                                                                       City of Shrewsbury
                                                                                       Board of Aldermen
                                                                                Meeting Minutes 6/8/2021
                                                                                                Page 3 of 4
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
Adjournment
Alderman Odenwald moved to adjourn the meeting; Alderman Peters seconded the motion.
The motion passed unanimously by voice vote. Meeting adjourned at 7:18p.m.

Respectfully Submitted,

Elliot Brown
Assistant City Administrator & City Clerk

                                                                           City of Shrewsbury
                                                                           Board of Aldermen
                                                                    Meeting Minutes 6/8/2021
                                                                                    Page 4 of 4
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
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NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
NOTICE OF A WORK SESSION OF THE BOARD OF ALDERMEN
Request for Approval to Purchase
                                               Public Safety Building
                                            Fire and Police Department

June 18, 2021

Board of Alderman
Mayor Travaglini
City Administrator Greever

Subject: Indoor Air Quality (IAQ) Survey of Public Safety Building

The Fire and Police departments requires the following Indoor Air Quality Study for the purpose of monitoring for
pollutants that have historically caused harm within the Public Safety Building. This measure of preventative monitoring
can ensure the safety of the employees who are spending long periods of time in building.

The Public Safety Building has a long history of neglect in the areas of IAQ, the flooding of the lower level (Fire’s bunk
room) and mold growth that was not attended to for years. The remediation for the flooding and mold from the bunk
room was completed 5 years ago. Prior to the remediation the adverse reactions to the environment led to hospitalized,
excessed absences due to illness, and shortness of staff affecting services.

 The building has experienced recent sewage pipes bursting and overflow of sewage from drains left unattended in
closets. The sewage was absorbed into ceiling tiles, walls and carpet.

Occupants have recently experienced breathing, and other reactions while in the building in comparison to being away
from building. The employees wake with symptoms of difficulty breathing due to coughing, sneezing or congestion,
discharge from eyes and nose, and the feeling of not being 100%.

The sick leave due to pollutant affecting employees’ allergies and breathing has dramatically decreased since the
remediation of the bunk room. While employees are no longer being hospitalized for breathing related issues, there is
still concern for employees still being affected by a lesser amount of pollutant than previously. It is the responsibility of
the department to ensure the safest environment for employees, especially employees who are required to be exposed
for long periods of time.

The only way to control the air quality is to regularly measure, we are now 5 years from last test and remediation. It is
suggested an IAQ be repeated following a remediation to ensure the problem has been solved and has not returned.

It would be highly encouraged to be sure that the mold and other pollutants are not presently affecting the employees.
The services required include IAQ for Mold and an IAQ for other pollutants on the 2 main floors of the Public Safety
building and a complete written report of findings. We received back the three quotes and a summary of costs are:

               Company                             Service/Product                                   Price

                                             Indoor Air Quality Survey for Mold
   Jurgiel (John Jurgiel &Associates
                                               and Additional IAQ Parameters,                   $5,220- $6,090
                  INC.)
                                             including all equipment and labor.

                                                  VOC/CO2/Mold testing
          Mold Test Company                         Mold inspection                                 $5,869
                                                     And Air-O-Cells

                                               Indoor air Quality study and
                                              microbiological inspection and
       Certified Safety Consulting                                                                  $5,500
                                                testing, lab analysis, report
                                                        preparation

Recommendation:

This is a formal request for approval to utilize Certified Safety Consulting based on the following factors.

Certified Safety Consulting was the only vendor who made an effort to walk through the building to provide a complete
understanding of the needs for inspection. He walked through the 3 levels of the building noting the specific areas of
interests. This walk through provided an honest evaluation of what he could provide and the needs of the building and
its occupants.

The services can be provided as soon as possible and within a week from request.

The rate for this service is a flat rate for the described services that include more samples than the other services quoted
by other vendors.

Due to the urgency of the safety of the employees, we wish to request a scheduled service by June 28, 2021.

The funding for this testing would be taken from Public Safety Building Facility Maintenance Acct # 10-180-57010

Thank you for your time and consideration.

Chris Amenn, Fire Chief

Lisa Vargas Police Chief
PROPOSAL
                                    City of Shrewsbury/ATTN: Trish Foss,
Client/Customer:
                                    pfoss@cityofshrewsbury.com
Reference#:                         SHRE1003
                                    Industrial Hygiene Study of Indoor Air Quality (IAQ):
                                    Mold Inspection and Testing, two levels of city rehouse
PROPOSAL/INVOICE
                                                                (continued)

     All work product and material are guaranteed to be as speci ed, to be
     performed in accordance with the speci cations submitted for above described
     job, in accordance with sound scienti c principles, good lab practices,
     statistically analyzed for validity and substantially completed in a professional
     manner for the sum of Five thousand ve hundred and zero dollars ($5500)
     with payments to be made as follows:

               - 100% due prior to start of study ($5500)

     Respectfully Submitted:
     Certi ed Safety Consulting, LLC
     Andrew W. Gondzur, CIH, CSP, CPE

     NOTE: This proposal may be withdrawn by us if not accepted within 30 days.

     .................................................................................................................................

     ACCEPTANCE OF PROPOSAL

     You are hereby authorized to furnish all material, equipment and labor required to
     complete the work described in the above proposal, for which the undersigned
     agrees to pay the amount stated in said proposal and according to the terms
     thereof.

     Signature:           ____________________________________ Date:                                           /           /
     Signature:           ____________________________________ Date:                                           /           /

           CSC, LLC maintains commercial general liability and professional liability
             (Errors and Omissions) insurance coverage with a limit of liability of
             $2,000,000 each occurrence, and an aggregate limit of $2,000,000.

                                                                     Page 2

     3921 Connecticut Street Saint Louis, MO 63116        T 314-660-7238   E certi edsafety@me.com   W www.cert edsafetyconsulting.com
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ST. LOUIS
                                                                                       123 N. Main Street
                                                                                       St. Charles, Missouri 63301
                                                                                       Phone: 636-757-3060
                                                                                       Fax: 636-757-3064

                                                                                       DALLAS/FORT WORTH
                                                                                       2235 St. Andrew Drive
                                                                                       Highland Village, Texas 75077
                                                                                       Phone: 214-735-8055
July 22, 2020

Mr. Chris Amenn
Fire Chief
City of Shrewsbury
4400 Shrewsbury Avenue
St. Louis, Missouri 63119
via email: camenn@cityofshrewsbury.com

Re:     Cost Estimate - Indoor Air Quality Survey for Mold and Additional IAQ Parameters
        Public Safety Building
        St. Louis, Missouri

Dear Mr. Amenn:

John A. Jurgiel & Associates, Inc. is pleased to submit this cost estimate to conduct a limited Indoor Air Quality
(IAQ) survey for mold in selected areas of the Shrewsbury Public Safety Building, located in St. Louis, Missouri.
There is also an option for additional IAQ activities for long-duration direct-reading instrument measurements
from representative locations in this building. This survey is meant to address concerns for suspected mold
growths and potential elevated mold spore levels throughout this Building. There were no reports of recent
water/moisture intrusions into this Building, but there were some previous intrusions, mold growths, and
remediation activities conducted in portions of this Building. There were also reports of visible suspected mold
growths in portions of this Building.

Based on our discussion, it is anticipated that this IAQ survey will include visual observations of accessible
portions of this Building; the collection of 2 to 4 bulk, tape-lift samples from suspected mold growths; and the
collection of a total of 24 to 26 short duration samples for airborne mold spores (including 2 samples from
outdoor, control locations). The samples from the outdoor, control locations will be collected for comparison
purposes.

If desired, additional direct-reading instrument monitoring for several common IAQ parameters can also be
conducted. This monitoring would include continuous monitoring for carbon dioxide (CO2), carbon
monoxide (CO), particulates, volatile organic compounds (VOCs), temperature, and relative humidity, and
would be collected over approximately 24-hour periods in four representative locations in this Building.

This survey will be conducted by a Certified Industrial Hygienist (CIH) using validated sampling/analytical
procedures. These survey activities will be summarized in a detailed technical report with recommendations, if
any. These surveys are typically billed on a time and material basis; however, for budgeting purposes, these
costs are estimated as follows:

                             DEFINING RISKS IN YOUR ENVIRONMENT SINCE 1978
                                              www.Jurgiel.com
Mr. Chris Amenn
Fire Chief
City of Shrewsbury
July 22, 2020
Page 2

Indoor Air Quality Survey for Mold
 Certified Industrial Hygienist (CIH)             7 to 9 hours @ $165/hour                             $1,155 - 1,485
 (travel, on-site, report writing)

 Administrative Support                           1 hour @ $60/hour                                              $60

 Analytical/Equipment costs

 Bulk, Tape-Lift samples                          2 to 4 samples @ $40/sample                              $80 - 160

 Airborne Mold Spore samples                      24 to 26 samples @ $40/sample                         $960 - 1,040

 Expenses (including shipping)                    (estimated)                                                $50 - 75

                                                                              Total Cost Estimate     $2,305 - 2,820

Indoor Air Quality Survey for Additional IAQ Parameters
 Certified Industrial Hygienist (CIH)             13 to 15 hours @ $165/hour                           $2,145 - 2,475
 (travel, on-site, report writing)

 Administrative Support                           2 hours @ $60/hour                                            $120

 Analytical/Equipment costs

 EVM-7 Direct-Reading Instrument                  4 sessions @ $125/session                                     $500

 Expenses                                         (estimated)                                             $150 - 175

                                                                              Total Cost Estimate      $2,915 - 3,270

Because the scope and depth of this sampling may change, there may be minor additions or subtractions to this
proposed sampling strategy. Variations in this cost estimate would generally follow the above unit prices. An
updated cost estimate should be prepared for large scale revisions. These analytical costs are associated with a
routine laboratory turnaround of approximately one week.

This cost estimate and all services to be provided hereunder, shall be subject to John A. Jurgiel & Associates,
Inc.’s Terms and Conditions, which are attached to this cost estimate, are an integral part of this cost estimate,
and are incorporated herein by reference. Client agrees that any additional or different terms or conditions
contained in Client’s acceptance of any other document shall have no force or effect.

If you have any questions regarding this cost estimate, please contact us.

Sincerely,

John P. Jurgiel, CIH, CSP, PE                ___________________________________________________
Principal/Senior Consultant                  Approved by:                                  Date:

JPJ/jah

                                  DEFINING RISKS IN YOUR ENVIRONMENT SINCE 1978
                                                   www.Jurgiel.com
Mr. Chris Amenn
 Fire Chief
 City of Shrewsbury
 July 22, 2020
 Page 3

TERMS AND CONDITIONS                                                    use. However, under RCRA and the Comprehensive
                                                                        Environmental Response, Compensation and Liability Act
1. Method of Payment: Monthly Jurgiel & Associates (Jurgiel) will
                                                                        (“CERCLA”), and the regulations thereunder, the generator of the
invoice Owner for all Services rendered during the previous
                                                                        Waste Materials has the ultimate legal liability for the evaluation
month. Invoices will be due within 30 days after receipt. Any
                                                                        and “selection” of the proper disposal site for its Waste Materials.
unpaid charges will draw interest at 1 ½% per month or the
                                                                        Jurgiel cannot accept ownership, title, or responsibility for
highest rate allowed by law, whichever is less, commencing 30
                                                                        Owner’s waste or responsibility for the disposal of the Owner’s
days after date of invoice. Owner shall notify Jurgiel in writing of
                                                                        Waste Material. The Owner acknowledges that it shall evaluate
any disputed amount within 15 days of date of invoice; otherwise
                                                                        and “select” the proper disposal site for treatment or disposal of
all invoice charges are agreed to be acceptable. Should it be
                                                                        its Waste Materials and shall be solely responsible therefor.
necessary for Jurgiel to initiate collection procedures for unpaid
                                                                        Arrangements for the treatment, storage, transport or disposal of
charges, the cost of such procedures will be added to the amount
                                                                        any Waste Materials, which shall be made by Jurgiel, Owner shall
due Jurgiel from Owner. Fixed price contracts will be invoiced on
                                                                        indemnify and hold harmless Jurgiel from and against any and all
a percent complete basis.
                                                                        claims, damages, losses, liability, and expenses, including
                                                                        attorney’s fees, which arise out of any release or threatened
2. Permit Assistance: Owner agrees to assist Jurgiel in obtaining
                                                                        release of Waste Materials, or the generation, treatment, storage,
all necessary governmental permits, licenses, approvals and
                                                                        transport, or disposal of Waste Materials.
documents required for the performance of the Services. Jurgiel’s
obligations to perform the Services are specifically subject to the
                                                                        6. Jurgiel Insurance: Jurgiel shall maintain, during the term of
issuance of all permits, licenses, approvals or other documents
                                                                        this Agreement, at least the following insurance coverage:
required to enable Jurgiel to perform the services.
                                                                        Coverage Limits
3. Standard of Care: The Services will be performed on behalf of
                                                                        (a) Worker’s Comp Statutory
and solely for the exclusive use of Owner and for no others. The
                                                                        (b) Employee’s Liability $5,000,000
Services performed by Jurgiel shall be conducted in a manner
                                                                        (c) Commercial General $5,000,000 Liability each occurrence
consistent with that level of care and sill ordinarily exercised by
                                                                        (d) Comprehensive Auto $5,000,000 Liability each occurrence
members of the engineering and consulting professions in the
                                                                            (combined single limit)
same locale acting under similar circumstances and conditions.
                                                                        (e) Professional/Pollution $5,000,000 Legal Liability any one
                                                                            claim; $5,000,000 aggregate
EXCEPT AS SET FORTH HEREIN, JURGIEL MAKES NO
OTHER REPRESENTATION, GUARANTEE, OR WARRANTY,
                                                                        Upon request, Jurgiel shall furnish copies of insurance certificates
EXPRESS OR IMPLIED, IN FACT OR BY LAW, WHETHER OF
                                                                        evidencing that it maintains at least the above insurance
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
                                                                        coverage.
PURPOSE OR OTHERWISE, CONCERNING ANY OF THE
SERVICES WHICH MAY BE FURNISHED BY JURGIEL TO
                                                                        7. Limitation of Jurgiel’s Liability to Owner: Except for
OWNER.
                                                                        circumstances caused by the willful misconduct of Jurgiel, all
                                                                        claims for damages asserted against Jurgiel by Owner, including
4. Deliverables: All deliverables, including, but not limited to, any
                                                                        claims against Jurgiel’s directors, officers, shareholders,
and all reports, drawings, plans, designs, and specifications
                                                                        employees, and agents, are limited to the greater of (i) $50,000;
prepared by Jurgiel hereunder shall become Owner’s property
                                                                        or (ii) the total dollar value of the applicable Work Order. Jurgiel is
upon final payment for Jurgiel’s Services. Jurgiel shall retain
                                                                        not responsible for any special, incidental, indirect, or
copies of all deliverables for its files. Owner acknowledges that
                                                                        consequential damages (including loss of profits) incurred by
such deliverables are not intended or represented to be suitable
                                                                        Owner as a result of Jurgiel’s performance or nonperformance of
for reuse by Owner or others on any extension of the project or
                                                                        Services. Any claim shall be deemed waived unless made by
on any other project. Reuse of the deliverables by Owner or third
                                                                        Owner in writing and received by Jurgiel within one (1) year of
parties without the opportunity for adaption by Jurgiel and absent
                                                                        completion of the Services with respect to which the claim is
Jurgiel’s written consent, shall be at the Owner’s sole risk.
                                                                        made.
5. Limitation on the Scope of Services: Owner acknowledges
                                                                        8. Owner’s Indemnification of Jurgiel: Owner shall indemnify
that (i) Jurgiel has had no role in generating, treating, storing, or
                                                                        and hold harmless Jurgiel and its shareholders, directors, officers,
disposing of hazardous or toxic substances, pollutants and
                                                                        employees, and agents from and against any and all losses,
contaminants or other waste materials (“Waste Materials”) which
                                                                        damages, claims, liability and costs, and expenses incidental
may be present at the Project site; and (ii) Jurgiel has not
                                                                        thereto (including costs of defense, settlement, and reasonable
benefitted from the processes that produced such Waste
                                                                        attorney’s fees) which any or all of them may hereafter incur, be
Materials. Any Waste Materials encountered by or associated with
                                                                        responsible for or pay out as a result of bodily injuries (including
Services provided by Jurgiel on the Project shall at no time be or
                                                                        death) to any person, or damage (including loss of use) to any
become the property of Jurgiel. Nothing contained within this
                                                                        property (public or private), or contamination of, or adverse effects
Agreement shall be construed or interpreted as requiring Jurgiel
                                                                        on the environment, arising out of, or which are connected with (i)
to assume the status of a generator, or a storage, treatment, or
                                                                        a release of Waste Materials relating to the condition of the
disposal facility as those terms are defined by the Resource
                                                                        Project site prior to the commencement of the Services by Jurgiel,
Conservation and Recovery Act of 1976 (“RCRA”), or any state
                                                                        (ii) the negligent acts negligent omissions or willful misconduct of
statute or regulation governing the generation, treatment, storage,
                                                                        Owner or Owner’s employees, agents, or subcontractors, or (iii)
or disposal of hazardous waste or solid waste. If the work includes
                                                                        Owner’s breach of Agreement.
the transportation of Waste Materials from the Project site, Jurgiel
may evaluate and recommend possible disposal sites for Owner’s

                                     DEFINING RISKS IN YOUR ENVIRONMENT SINCE 1978
                                                      www.Jurgiel.com
Mr. Chris Amenn
 Fire Chief
 City of Shrewsbury
 July 22, 2020
 Page 4

9. Required Disclosures by Owner: Owner shall provide Jurgiel           15. Survival: All obligations arising prior to the termination of this
all information which is known or readily accessible to Owner           Contract and all provisions of this Contract allocating
which may be reasonable and/or necessary for completion of the          responsibility or liability between Owner and Jurgiel shall survive
Services by Jurgiel. Prior to the commencement of the Services          the completion of Services hereunder and the termination of this
on a Project, or at any time thereafter when new information            Contract.
becomes available to Owner, Owner will provide prompt, full and         16. Equal Employment Opportunity: If Owner is required by law
complete disclosures to Jurgiel of known or potentially hazardous       to obtain a pledge of compliance from Jurgiel in its performance
conditions or risks to the health or safety of Jurgiel’s employees,     of the Services under this Contract, Jurgiel agrees to comply with
agents, and subcontractors which may be encountered at the              the Equal Employment Opportunity and Affirmative Action
Project site or in connection with the performance of the Services.     Requirements of Executive Order 11246, Section 503 of the
                                                                        Rehabilitation Act of 1973, and/or the Vietnam Era Veteran’s
10. Force Majeure: Neither the Owner or Jurgiel shall hold the          Readjustment Act of 1974.
other responsible for damages or delays in performance caused
by Force Majeure or other events beyond the control of the other        17. Governing Law: This Contract shall be governed by,
party and which could not reasonably have been anticipated or           construed, and interpreted in accordance with the laws of the
prevented. For purposes of this Agreement, Force Majeure shall          State of Missouri, excluding any choice of law rules which may
include, but not necessarily be limited to, adverse weather             direct the application of the laws of any other jurisdiction.
conditions, floods, epidemics, war, riot, civil unrest, strikes,
lockouts, and other industrial disturbances; unknown site               18. Legal Arbitration: If a dispute arises out of or relates to this
conditions, accidents, sabotage, fire, loss of permits, failure to      Agreement or its breach, the parties shall endeavor to settle the
obtain permits; court orders; acts of God; and acts, orders, laws       dispute first through direct discussions. If the dispute cannot be
or regulations of any governmental agency. Should such acts or          settled through direct discussions, the parties shall endeavor to
events occur, the parties to this Agreement shall mutually agree        settle the dispute by mediation under the Construction Industry
on the terms and conditions upon which the Services may be              Mediation Rules of the American Arbitration Association. The
continued.                                                              location of the mediation shall be the location of the Project. Once
                                                                        a party files a request for mediation with the other party and with
11. Termination: This Agreement may be terminated by either             the American Arbitration Association, the parties agree to
party upon thirty (30) days written notice to the other party.          commence such mediation at any time after the first session, but
Irrespective of which party shall affect termination or the cause       the decision to terminate must be delivered in person to the other
therefor, Owner shall, within thirty (30) days of termination,          party and the mediator. Engaging in mediation is a condition
compensate Jurgiel for Services performed and for costs incurred        precedent to any other form of binding dispute resolution. The
up to the time of termination, as well as those associated with         cost of mediation proceedings shall be shared equally by the
termination    and    post-termination     activities, such    as       parties participating. The prevailing party in any dispute arising
demobilization, modifying schedules, reassigning personnel,             out of or relating to this Agreement or its breach that is resolved
decontaminating and/or disposing of equipment, disposal, and            by any other form of binding dispute resolution shall be entitled to
replacement of contaminated consumables. At any time after the          recover from the other party reasonable attorney’s fees, costs,
total compensation payable to Jurgiel under this Contract exceeds       and expenses incurred by the prevailing party in connection with
$25,000, both parties agree to work in good faith to implement a        such dispute resolution process.
more comprehensive contract for the provision of additional
Services.                                                               19. Safety of Jurgiel Employees: If at any time during the
                                                                        performance of the Services, Jurgiel believes the safety of its
12. Site Access: Owner grants to Jurgiel the right of entry to the      employees, agents, subcontractors, or any other person is in
Project site by Jurgiel, its employees, agents, and subcontractors,     jeopardy, Jurgiel reserves the right to immediately suspend the
to perform the Services. If Owner does not own the Project site,        performance of the Services until such condition is remedied, or if
Owner warrants and represents to Jurgiel that Owner has the             such condition cannot be remedied to the satisfaction of Jurgiel,
authority and permission of the owner and occupant of the Project       Jurgiel may terminate this Agreement in accordance with
site to grant this right of entry to Jurgiel. If, during the proper     Paragraph 11.
performance of the Services, Jurgiel damages or alters a Project
site owned by a third party, Owner agrees to pay the cost of            20. Project Delays: If Jurgiel is delayed at any time in the
restoring the Project site to the condition of the Project site prior   progress of the Services for any specific activity under a Work
to the performance of the Services, except to the extent caused         Order (i) by an act failure to act, or neglect of Owner or Owner’s
by Jurgiel’s negligent acts or omissions in the performance of the      employees or any other party; (ii) by changes in the scope of
Services.                                                               Services; or (iii) by delay authorized by Owner and agreed to by
                                                                        Jurgiel; then the time for completion shall be extended and an
13. Entire Contract: This Contract constitutes the entire               equitable adjustment made to the compensation if delays caused
agreement between the parties and supersedes any and all prior          by any of the above events result in additional costs to Jurgiel.
written or oral agreements existing between the parties. This
Contract may be amended only by written instrument signed by
each party.

14. Precedence: This Contract shall take precedence over any
inconsistent or contradictory provisions contained in any Owner-
issued purchase order, requisition, notice to proceed, or like
document regarding the Services.

                                     DEFINING RISKS IN YOUR ENVIRONMENT SINCE 1978
                                                      www.Jurgiel.com
June 15, 2021

Chief Lisa Vargas
Shrewsbury Police Department
4400 Shrewsbury Avenue
Shrewsbury, MO 63119

Dear Chief Vargas

Utility Associates, Inc. (UA, herein) is honored that your Department is considering our Company to provide its
Officers with the Rocket IoT™ 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
IoT – the industry’s smartest technology for first responders.

Please allow this letter to serve notice that UA agrees to the following provisions as part of the service agreement
that The Shrewsbury Police Department intends to enter into with our Company:

    1.   Services Pricing Proposal:

             a.     Vehicle video & communications systems to support a total of 7 vehicles
             b.     Vehicle communications systems to support an additional 3 vehicles
             c.     BodyWorn™ Cameras to support a total of 20 Officers
             d.     Period of agreement = Five (5) years from date of authorized signature
             e.     Total system price: covering the scope and quantities specified in this offer for service - Includes
                    all hardware, software licenses, BodyWorn generated data storage/retrieval, warranty, support,
                    and rebates of for a period of Five (5) Years for: $181,625.00

    2.   Bill of Materials Included with the Offer: As part of the annual subscription price for Five (5) years, each
         system will include the following:

             Rocket IoT Vehicle Video/Communications/Camera triggers - Includes AVaiLWeb™ SaaS, Training and
             Configuration, Warranty and Technical Support with Unlimited BodyWorn Generated Video Storage
             and Download.

             Every Officer/Deputy (Qty. 20) will be equipped with the following:

             a.     One (1) BodyWorn™ Camera and Mount
             b.     One (1) Holster Activation Sensor
             c.     One (1) Bluetooth BodyWorn Wrist/Belt Trigger
             d.     $200 Uniform Allotment, Towards Any Combination of New BodyWorn Ready
                    Uniforms, per BodyWorn Camera Purchased - (Allotment May Not be Applied to

www.bodyworn.com                   250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030                   800-597-4707
Any Other Products or Services and is surrendered if not used within 90 Days from
               Date of Purchase)
          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.
          f.   AvailWeb Video Management Software and Mapping Interface License
          g.   Unlimited BodyWorn Generated Download & Storage – Based on Department’s Retention Policy
          h.   Smart Redaction Software License
          i.   Installation and Training – Onsite and Online Training Included
          j.   CAD Integration and Activation
          k.   Full Warranty
          l.   24/7 Technical Support for the Life of the Contract (60 months)

          Every Vehicle (Qty. 7) will be equipped with the following:

          a.   Rocket IoT™ Vehicle Control Unit, DVR, and Communications Hub
          b.   Rocket IoT Vehicle Triggers
          c.   Front and Rear HD Cameras
          d.   Tablet Video Interface (validate)
          e.   Installation, Validation, and Configuration
          f.   OBDII Vehicle Diagnostics Cable
          g.   CAD Integration and Activation
          h.   Full Warranty
          i.   24/7 Technical Support for the Life of the Contract (60 Months)

          Every Vehicle (Qty. 3) will be equipped with the following:

          a.   Rocket IoT™ Vehicle Control Unit, DVR, and Communications Hub
          b.   Rocket IoT Vehicle Triggers
          c.   Installation, Validation, and Configuration
          d.   OBDII Vehicle Diagnostics Cable
          e.   CAD Integration and Activation
          f.   Full Warranty
          g.   24/7 Technical Support for the Life of the Contract (60 Months)

          For high-speed wireless video offload, Utility Inc. will provide one (1) Smart WayPoint. Normally, this
          is deployed at the primary offload location, or Headquarters. Should the Office wish to have alternate
          offload locations, additional Smart WayPoints can be purchased, installed, with five (5) years of
          services and support for $15,800/ea. See (7) below for details about Smart WayPoint connectivity.

www.bodyworn.com             250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030                 800-597-4707
3.   Additional Units – Post agreement execution : Additional units, outside the scope of this offer, are subject
        to price increases, and will be quoted separately as requested of UA personnel
             a. Additional services quoted subsequent to this offer for service are quoted in 5-year increments
             b. Services added, will extend the effective life of the original agreement to the end term of the
                  most recent services contracted, regardless of quantities secured

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

            a.   Daily rate charges of $1,750/day are applied at a minimum of two (2) days for installs of less than
                 ten (10) vehicles, per scheduled visit.
            b.   A charge for deinstallation of competitor equipment is assessed at a minimum of $100 per
                 vehicle, with disposal at the site of installation. UA recommends disposal and recycling of
                 electronics in accordance with local regulations.
            c.   On average, one (1) UA Field Engineer is capable of 2-3 Installations of basic RocketIoT In-car
                 systems, per working day (dependent on-site conditions and vehicle type(s)). Working days are
                 consecutive in order to avoid any additional fees.
            d.   Contract services begin upon receipt of hardware. This agreement requires that the customer be
                 capable of receiving hardware within 4-6 weeks of contract signing.
            e.   Customer agrees to maintain all hardware in a secure storage area until time of installation is
                 coordinated by UA project management

   5.   Service Level Agreement (SLA):

            a.   The Service Level Agreement asserts 99% uptime with 24/7 Technical Support. This includes
                 After Hours Call Back on any issues requiring immediate attention. On/Off Hour call backs will be
                 provided on all issues directed to the 24/7 support team; this includes issues related to the
                 upload and access to video, and any troubleshooting needed while an Officer(s) is/are on duty.
            b.   Details of the SLA are provided in Attachment (B).

   6.   Terms and Options for Payment of Services: In consideration of the potential partnership between UA and
        the Shrewsbury Police Department we would like to extend the following special payment terms for a
        five-year service term.

        Installment Payment Option:

        Payment 1: Paid Upon Signature of Offer Letter                                               $36,325.00
        Payment 2: Paid Upon Year 2 Anniversary of Signing                                           $36,325.00
        Payment 3: Paid Upon Year 3 Anniversary of Signing                                           $36,325.00
        Payment 4: Paid Upon Year 4 Anniversary of Signing                                           $36,325.00
        Payment 5: Paid Upon Year 5 Anniversary of Signing                                           $36,325.00

                                                                                           Total:    $181,625.00

www.bodyworn.com                250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030                    800-597-4707
7.   Network Connectivity Via Smart WayPoint (Utility Access Point): The Department is responsible for
           maintaining power and internet connectivity to the provided Smart WayPoint(s). The Department 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 Smart WayPoint to its own network. Upon execution of
           the contract, as part of the deployment process, a network assessment will be conducted of the
           Department’s upload speed for the transmission of data to the CJIS Compliant Cloud. In most cases, the
           Department should budget for an increase to their upload speed with their local carrier.

We are privileged to work with your Department on this project. Should you have any questions, at any time,
please feel free to call or email me at: 317-538-6232 or mwood@utility.com.

                                                      Respectfully,

                                                      Mark Wood, National Sales Director

Offer Acceptance by Authorized Official:              ____________________________________

Title:                                                ____________________________________

Date:                                                 ____________________________________

cc.        Michael Nark, Chief Executive Officer
           Amanda Havice, Chief Financial Officer
           John Watson, Midwest Region Business Manager

www.bodyworn.com                  250 E. Ponce de Leon Ave, Ste. 700, Decatur GA 30030               800-597-4707
Lisa Vargas
Shrewsbury Police Department
4400 Shrewsbury Avenue
Shrewsbury, Missouri 63119

Subject: Sole Source Documentation

Dear Chief Vargas:

Utility, Inc. is the only company that provides a fully integrated Body Camera, In Vehicle
Camera, AVL, Automated License Plate Recognition, and High-Speed Mobile Data
Communications system. All these components are combined to create a powerful stand-
alone Critical Incident Management system with the unique capabilities listed below.
Agencies normally utilize multiple vendors to provide these same capabilities. The Utility
solution folds all these functions seamlessly into our back-end web-based application called
Avail Web. It is the only system of its kind and there are no comparable alternatives that
meet the specifications set forth in this document. As a result, the Utility solution has met
the stringent criteria for sole source procurement by many agencies throughout the United
States. In fact, most of our customers (over 200) used sole source as their method of
procurement.

Utility’s solution is the only solution which is completely compatible for mutual aid with the
solutions used by the St. Louis County, Ladue, Bridgeton, and Creve Coeur Police
Departments. Individual components of the solution as well as the entire solution are all
uniquely available from Utility and are not replicable by any other vendor.

The Utility solution consists of the following; (1) Rocket IoT™, our high-speed mobile data
communications system, (2) BodyWorn™, our unique Android based Body Camera, and (3)
Avail Web™, our web-based critical incident management, video evidence management,
redaction, and AVL system.

The Utility BodyWorn™ system offers the following unique capabilities to your agency:

    •   Critical Incident Management System: Utility is the only vendor in the world that provides
        a complete Critical Incident Management and Situational Awareness system as the backbone
        of its body camera and in-car video solution. Our back-end solution, Avail Web™, is a web-
        based application that utilizes a Google map integration to provide real-time location
        awareness of both vehicles and officers. Geofencing provides the capability to monitor
        specific locations and automatically start and/or stop video based upon department policies
        and requirements. Avail Web™ is the perfect tool for managing physical and human assets at
        the scene of critical incidents.

www.utility.com        250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030     1-800-597-4707
•   Officer Down Alerts: Our unique system will notify surrounding officers, communications,
        and others in the event an officer goes down. Location information and turn by turn
        directions are provided.
    •   No Docking Stations: We are the only vendor that does not require docking stations. Video
        is off-loaded in real time from the field as video is being recorded. The result is:
              No need for infrastructure upgrades to support docking stations
              Eliminates the need for officers to return to the station to off-load video
              Video is instantly available in the field
    •   Uniform Integration: The body camera is integrated into the officer’s uniform using Utility’s
        patented mounting system. This means it is impossible for the camera to become dislodged
        or fall off. Additionally, our secure mounting system provides the most stable video platform
        available.
    •   Real-Time Communications: The BodyWorn™ camera can be used to send and receive
        BOLO alerts, photos, and voice communications in the field.
    •   Holster Sensor: The Utility holster sensor automatically starts the BodyWorn™ camera and
        in-car camera if the officer removes his/her weapon from the holster. This sensor is a smart
        device that does not indiscriminately activate all body cameras in proximity to the sensor.
        Instead, the sensor can be configured to activate cameras according to individual department
        policy.
    •   CAD Activation: Requiring an officer to remember to activate their body camera is now a
        thing of the past. Utility is the only vendor that can remotely start a body camera through a
        call for service. Through CAD integration, the body camera is automatically started when a
        call for service is generated.
    •   Foot Pursuit Activation: The BodyWorn™ camera senses when an officer is running and
        automatically starts the camera and alerts all officers that a foot pursuit is in progress.
    •   Live Streaming: Unlike other camera systems, there is no distance constraints for live
        streaming of video. Based upon permissions, video can be live streamed from anywhere in
        the world that an internet or cellular connection is available.
    •   Over the Air Updates: Because we use a smart Android-based connected body camera, we
        are the only vendor capable of remotely pushing software and firmware updates without the
        need to return to a station, dock the camera, and wait for updates.

It should be noted that the technologies and functionality listed in this document comprise a
unique feature set that is protected by Utility Inc.’s various patents and intellectual property
rights and, therefore, are currently only available from Utility Inc.

Please contact me at (317) 538-6232 should you have any questions regarding our products
and services.

Respectfully yours

Mark Wood
National Sales Director

www.utility.com         250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030      404-816-0600
Customer Service Agreement

INTRODUCTION
This service agreement describes the levels of service that the Shrewsbury Police Department (“Client”
or “Customer) 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:
Shrewsbury Police Department                      Utility Associates Inc.
4400 Shrewsbury Avenue                            250 E. Ponce De Leon Avenue
Shrewsbury, MO 63119                              Suite 700
                                                  Decatur, GA 30030
Chief Lisa Vargas                                 Key Contact:
lvargas@cityofshrewsbury.com                      Amanda A. Havice
(314) 647-5656                                    800-597-4707
                                                  contracts@utility.com

Dates and Reviews
This agreement begins on the Effective Date of the agreement, which is the date of signature by the
Client of the accompanying Offer Letter 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.

www.utility.com          250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030            800-597-4707
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.

Item Type                           Number of Items                     Item Priority
BodyWorn Camera                     Qty 20 Supplied by Utility          1
Bluetooth Controller                Qty 20 Supplied by Utility          2
Holster Sensor                      Qty 20 Supplied by Utility          2
BodyWorn Ready Uniforms             $200 Allotment Towards any          3
                                    Combination of New BodyWorn
                                    Ready Uniforms, per Body
                                    Camera Purchased with a
                                    Multi-Year Service Agreement
Existing Uniform Retrofits          Officers may choose to have         3
                                    either one (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 1.1.6.
AVaiL Web                           Qty Unlimited Licenses              1
                                    Supplied by Utility
RocketIoT In-Car Video and          Qty 7 Supplied by Utility           1
Communications
RocketIoT Communications            Qty 3 Supplied by Utility
CAD Integration                     Qty 1 Supplied by Utility
CAD Activation                      Qty 20 Supplied by Utility
Smart WayPoint(s)                   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
www.utility.com         250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030     800-597-4707
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.

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.

www.utility.com             250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030          800-597-4707
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 customer 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.

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 “AVaiL™”, “AVaiL Web”, “Vehicle Diagnostics”, and
“RFID Tracking” and related content to be provided to Customer; such software, its related content and
any related documentation provided by UA, and the means used to provide the software to Customer and
the services described herein are collectively referred to as the “Service”. Subject to Customer’s payment
of the applicable fees and Customer's compliance with the terms of this Agreement, Customer, its
affiliates and its and their employees (“Licensed Users”) shall have the right to access and use the
Service solely for Customer’s and its affiliates’ internal business purposes. UA will issue to one Licensed
User (“Customer Administrator”) an individual login identifier and password (“Administrator Login”) for
purposes of administering the Service. Using the Administrator's Login, the Customer 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. Customer shall not provide a User Login to any
www.utility.com          250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030              800-597-4707
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