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HomeMy Public PortalAboutocean 10 security-08202018162027.pdfSTATE OF GEORGIA ) COUNTY OF CHATHAM ) EOUIPMENT LEASE AGREEMENT THIS AGREEMENT is made and entered into this ..57 -day o 2018, by and between OCEAN 10 SECURITY, LLC of 21 Biltmore Avenue, Suite 301, Asheville, North Carolina 28801 (hereinafter "Lessor") and the CITY OF TYBEE ISLAND, GEORGIA, 403 Butler Avenue, Tybee Island, Georgia 31328 (hereinafter "Lessee"). WITNESSETH: 1. Equipment. Lessor hereby leases to Lessee the following equipment: (the "Equipment") two (2) Tsunami Camera Systems. Lessee will provide their own 4G data plan. 2. Lease Term. The lease will begin on March 1, 2018 and will end on February 28, 2019 with an optional 12 month renewable term for each additional year at the initial quoted price of Six Thousand and No/100 ($6,000.00) Dollars per Tsunami device including tech support, warranty and unlimited software downloads. For leases that are extended past a three (3) year term, a new complete Tsunami system will be delivered at no additional cost over the recurring lease amount before the fourth (4th) year commences to ensure fresh equipment. Notwithstanding the foregoing, all obligations of the Lessee shall cease and terminate effective at the end of each fiscal year subject to the optional renewal provided for herein. For any year in which an optional renewal notice is provided, the lease will be extended for an additional 12 month term. Lessee's fiscal year ends on June 30 each year. 3 Payments. Lessee agrees to pay to Lessor an annual payment of $6,000 per Tsunami device, annually with the option to renew each additional thereafter, to commence upon execution of this agreement, no other direct charges are imposed on the lease. 4. Late Charges. If any amount under this Agreement is more than 30 days late, Lessee agrees to pay a late fee of $50 per Tsunami System. 5. Installation. Installations are handled on a case by case basis as circumstances and situations may require. Separate agreements will be created to address specific needs of the Lessee and Lessor. Lessee agrees to supply 110V electrical connectivity at their expense, and any special mounting surfaces, devices, and all associated costs. Lessor can offer physical installation of the equipment (as otherwise stated and clarified on a case by case basis), and will unlimited no -cost supply software installs on Lessee's user equipment, and training of IT and management personnel. Movement of the device is the responsibility of the lessee. 1 6. Delivery. Lessee LI shall or [X] shall not, be responsible for all expenses and costs: i) at the beginning of the Lease Term, of shipping the Equipment to Lessee's premises and ii) unless the lease is continued, at the end of the Lease Term, of shipping the Equipment back to Lessor's premises. 7. Defaults. If Lessee fails to perform or fulfill any obligation under this Agreement, Lessee shall be in default of this Agreement. Subject to any statute, ordinance or law to the contrary, Lessee shall have seven (7) days from the date of notice of default by Lessor to cure the default. In the event Lessee does not cure a default, Lessor may at Lessor's option (a) cure such default and the cost of such action may be added to Lessee's financial obligations under this Agreement; or (b) declare Lessee in default of the Agreement. If Lessee shall become insolvent, cease to do business as a going concern or if a petition has been filed by or against Lessee under the Bankruptcy Act or similar federal or state statute, Lessor may immediately declare Lessee in default of this Agreement. In the event of default, Lessor may, as permitted by law, re -take possession of the Equipment including the Lessee providing premises access to the Lessor to obtain the equipment. Lessor may, at its option, hold Lessee liable for any difference between the fees that would have been payable under this Agreement during the balance of the unexpired term and any fees paid by any successive lessee if the Equipment is re -let minus the cost and expenses of such re -letting. In the event Lessor is unable to re -let the Equipment during any remaining term of this Agreement, after default by Lessee, Lessor may at its option hold Lessee liable for the balance of the unpaid fees under this Agreement, if this Agreement had continued in force. 8. Possession and Surrender of Equipment. Lessee shall be entitled to possession of the Equipment commencing upon installation or the supply of the equipment by the Lessor. Prior to the expiration of the Lease Term, Lessee will have the option to continue the lease relationship into another term and rate to be determined, or shall surrender the Equipment to Lessor. 9. Use of Equipment. Lessee shall only use the Equipment in a careful and proper manner and will comply with all laws, rules, ordinances, statutes and orders regarding the use, maintenance or storage of the Equipment. The Lessor will be the sole determinate of the equipment maintenance or error troubleshooting, including but not limited to replacement of equipment as determined necessary for its proper function. 10. Condition of Equipment and Repair. Lessee or Lessee's agent has inspected the Equipment and acknowledges that the Equipment is in good and acceptable and operational condition. 11. Maintenance, Damage and Loss. In the event the equipment is lost, stolen, or damaged beyond repair due to "act of God" or vandalism, outside of a warranty issue, Lessee is responsible for the damage incurred to the equipment. It is noted that Ocean 10 Security carries an internal damage insurance policy on the Tsunami device with a deductible of no more than $3,000 2 to the customer in the case of a total loss unless otherwise covered my municipal insurance policy. For the example of the Tsunami taking a direct gunshot impact to one of the four mounted cameras, the customer would for instance, only incur a cost of $175 of the actual $900 retail cost of this camera. 12. Accessibility. During the lease term, the Lessor may require physical access to the equipment to conduct maintenance, troubleshooting, repair, or upgrades, and will subsequently provide notice to the Lessee of the need for access. The Lessor reserves the exclusive right to maintain its equipment, and may license outside contractors to also provide service to the equipment, and may also permit the Lessee to access the system at the Lessor's discretion for minor system needs, such as electrical connectivity and installation. 13. Insurance. Lessee shall be responsible for the Equipment with losses payable to Lessor against fire, theft, collision, vandalism, and other such risks as are appropriate and specified by Lessor. Lessee may or may not have direct insurance for the Tsunami device but it is recommended to add the device to an existing or new policy. 14. Encumbrances, Taxes and Other Laws. Lessee shall keep the Equipment free and clear of any liens or other encumbrances, and shall not permit any act where Lessor's title or rights may be negatively affected. Lessee shall be responsible for complying with and conforming to all laws and regulations relating to the possession, use or maintenance of the Equipment. Furthermore, Lessee shall promptly pay all taxes, fees, licenses and governmental charges, together with any penalties or interest thereon, relating to the possession, use or maintenance of the Equipment. 15. Lessor's Representations. Lessor represents and warrants that he/she has the right to lease the Equipment as provided in this Agreement and that Lessee shall be entitled to hold and possess the Equipment. Lessor will not interfere with that right as long as Lessee pays the Rent in a timely manner and performs all other obligations under this Agreement. 16. Ownership. The equipment and recorded content is and shall remain the exclusive property of the Lessor but such recorded content may NOT be used by the Lessor without written consent by Lessee. 17. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 18. Assignment. Neither this Agreement nor Lessee's rights hereunder are assignable except with Lessor's prior, written consent. 3 19. Binding Effect. The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia. Any disputes arising hereunder shall be resolved by mediation and, if not resolved and litigation becomes necessary, the venue for any and all suits hereunder shall be in the Superior Court of Chatham County or the United States District Court for the Southern District of Georgia. 21. Termination. If at any point during the term of the lease, the Tsunami system is not functioning as described because of manufacturer defect and the problem continues to be unresolved, the Lessee may terminate the contract with written notice to Lessor. Such notice must be written and mailed with a certified return receipt requested to be delivered to: Lessor: Ocean 10 Security, LLC, 21 Biltmore Ave. suite 301, Asheville, NC 28801 Party may change such address by providing notice to Lessee at beginning of annual billing period. If Lessee does not receive delivery receipt, Lessee must contact Lessor for updated address Any notices required hereunder to Lessee shall be addressed to: City Manager, City of Tybee Island, Georgia, 403 Butler Ave, Tybee Island, GA 31328 22. Entire Agreement. Other than what may be specifically agreed to as an addendum to this document, this agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Lessor and Lessee. 23. Cumulative Rights. Lessor's and Lessee's rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law. 24. Waiver. The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. The acceptance of rent by Lessor does not waive Lessor's right to enforce any provisions of this Agreement. 4 25. Warranty & Support. Lessor is responsible for the functionality of the Tsunami system during the term of the lease; whereby functionality is described as manufacturing or program defects. In the event of a malfunction of the system, the Lessor (via remote access) and the lessee will work together to diagnose the issue and make corrective action whether by program or firmware corrective action. In the event of a diagnosed hardware malfunction determined to be a manufacturing error, it is the responsibility fo the lessor to ship a new functioning part to the Lessee for replacement. The Tsunami is engineered for all major components to be `quick detach" and/or "hot swap" in the event of a necessary hardware replacement. Ocean 10 Security will provide training to lessee for hardware replacement. It is the responsibility of the Lessee to position the Tsunami system in a matter to which the Lessee may easily access the system in the event of an issue; whereby high elevation mounting have restricted access and may hinder access. It is noted that many issues are derived from a power loss to the Tsunami via a breaker/GFI trip feeding power to the device and this issue shall be the sole responsibility of the Lessee. It is noted that the Lessor will also assist in non -warranty malfunctions derived from issues such as vandalism and/or "acts of God" but the expense of replaced parts shall be the responsibility of the Lessee. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the dates below: LESSOR: Ocean 10 Security LLC By: Stephen Teachout POSITION: CEO DATE: Signature LESSEE: City of Tybee Island, GA Name: DATE: S vk- rev POSITION: lvk0 t� S 5