HomeMy Public PortalAbout20190926AmendedPacket2.pdfMAYOR CITY MANAGER
Jason Buelterman Dr. Shawn Gillen
CITY COUNCIL CLERK OF COUNCIL
Barry Brown, Mayor Pro Tem Jan LeViner
John Branigin
Wanda Doyle CITY ATTORNEY
Julie Livingston Edward M. Hughes
Monty Parks
CITY OF TYBEE ISLAND
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
A M E N D E D A G E N D A
REGULAR MEETING OF TYBEE ISLAND CITY COUNCIL
September 26, 2019 at 7:00 PM
Please silence all cell phones during Council Meetings
Consideration of Items for Consent Agenda 6:30PM
Executive Session
Opening Ceremonies
Call to Order
Invocation: Rev Sue Jackson, Pastor, Trinity Chapel
Pledge of Allegiance
Recognitions and Proclamations
1. Employee of Quarter - Robyn Rosner, Facilities/Special Events Coordinator
Consideration of the approval of the minutes of the meetings of the Tybee island City Council
2. Minutes: City Council Meeting, August 8, 2019
3. Minutes: City Council Meeting, August 22, 2019
Consideration of Boards, Commissions and Committee Appointments
4. Kelly Swope: Appointment to the Development Authority/Main Street Board of Directors
Reports of Staff, Boards, Standing Committees and/or Invited Guest. Limit reports to 10
minutes.
5. Payton Kinkel, President, Tybee Island Youth Council Update
Citizens to be Heard: Please limit comments to 3 minutes. Maximum allowable times of 5
minutes.
6. Mack Kitchens: Regulation of Licensing for STVR
7. Eric Hogan: 5052 Captains View
Consideration of Approval of Consent Agenda
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Public Hearings
8. REQUESTING TO REBUILD STRUCTURE WITH 3 FOOT REAR AND 2 FOOT SIDE
SETBACKS -302 TENTH STREET -ZONE R-2 -40006 09003 -OWNER ANTHONY P. RUSSO
APPLICANT NATALIE AIKEN.
9. REQUESTING 3 1/2 FEET ON SIDE AND REAR SETBACKS -9 MOORE AVE -ZONE R-1-B -
40002 02012 -OWNER RHR PROPERTIES, LLC -APPLICANT THOMAS J. MAHONEY III.
10. PLANNING COMMISSION MINUTES 8-19-2019
Consideration of Local Requests & Applications – Funding, Special Events, Alcohol License
11. Special Event Application: Lights on for Tybee/Christmas Parade
Consideration of Bids, Contracts, Agreements and Expenditures
12. T-Mobile Lease Renewal, 4th Amendment to Water Tower Attachment Lease
Agreement. $4,341.19
13. Sprint Amendment to Lease: First Amendment to Water Tower Lease Agreement
14. Memorandum of Understanding, 2020 Census
15. Marine Science Center
16. Approval for LMIG Road Resurfacing, Preferred Materials, $185,416.19.
17. Out of State Travel - Jan LeViner, City Clerk, October 15 - 16, Dayton, Ohio, Athenian
Dialogue. Line Item: 100.1130.52.3700/3500
18. ADT Commercial Security Proposal: Old School Building
19. ADT Commercial Security Proposal: City Hall
20. Tourism Study - Partnership with GA Southern University & Visit Savannah. Total Cost
$12,500 paid for from 100-1320-52-1201.
21. This agenda item is requesting that City Council approve an amendment to the FY2020
budget in the General Fund to cover lease and maintenance costs for a building security
system at City Hall. This agenda item is requesting that City Council approve an
amendment to the FY2020 budget in the General Fund to cover lease and maintenance
costs for a building security system at City Hall.
22. Community Services Agreement - Tybee Festival Association
Consideration of Ordinances, Resolutions
23. Resolution: Designate October 11-13, 2019 As the Festival Days for Pirates Fest and
Designate the area as the Festival Control Zone
24. Resolution: Marsh Hen Trail
25. Resolution and Contingent Fee Agreement: Class Action Airbnb
26. First Reading, 2019-14, Sec 42-60, Balloons/Chinese Lantern Release
Council, Officials and City Attorney Considerations and Comments
27. Bubba Hughes: Resignation/Agreement Angela Hudson
28. Bubba Hughes: Ante Litem, Je'Aarian Belin
29. John Branigin: Master Plan Implementation Committee
30. Barry Brown: Update on the TIPD status on starting pay
31. Barry Brown: Halloween - Lewis Avenue and Memorial Park
32. Wanda Doyle: Maritime District Permitted Use
33. Wanda Doyle: Update on plan for new restrooms at Jaycee Park
34. Wanda Doyle: Public Safety Committee Update
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
35. Monty Parks: Administrative Fines Update
36. Monty Parks: Updated from City Manager: Adding individual registration numbers for
STVR's
37. George Shaw: Approval of Grant Administrator for HMGP
Executive Session
Discuss litigation, personnel and real estate
Possible vote on litigation, personnel and real estate discussed in executive session
Adjournment
Individuals with disabilities who require certain accommodations in order to allow them to obse rve and/or
participate in this meeting, or who have questions regarding the accessibility of the meeting or the facilities are
required to contact Jan LeViner at 912.472.5080 promptly to allow the City to make reasonable accommodations
for those persons.
*PLEASE NOTE: Citizens wishing to speak on items listed on the agenda, other than public hearings,
should do so during the citizens to be heard section. Citizens wishing to place items on the council
meeting agenda must submit an agenda request form to the City Clerk’s office by Thursday at 5:00PM
prior to the next scheduled meeting. Agenda request forms are available outside the Clerk’s office at City
Hall and at www.cityoftybee.org.
THE VISION OF THE CITY OF TYBEE ISLAND
“is to make Tybee Island the premier beach community in which to live, work, and play.”
THE MISSION OF THE CITY OF TYBEE ISLAND
“is to provide a safe, secure and sustainable environment by delivering superior services through responsible
planning, preservation of our natural and historic resources, and partnership with our community to ensure
economic opportunity, a vibrant quality of life, and a thriving future.”
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
2. Minutes: City Council Meeting, August 8, 2019
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City Council Minutes, August 8, 2019
Consideration of Items for Consent Agenda
Mayor Buelterman called the consent agenda to order at 6:30PM on August 8, 2019. Those
present were Julie Livingston, Monty Parks, John Branigin, Wanda Doyle, Barry Brown and Shirley
Sessions. Also attending were Dr. Shawn Gillen, City Manager; Bubba Hughes, City Attorney;
George Shaw, Director, Community Development; Angela Hudson, Finance Director and Janet
LeViner, Clerk of Council.
Mayor Buelterman listed the following items on the consent agenda:
Minutes, City Council Meeting, July 11, 2019
Appointment to Development Authority/Main Street Board: Crystal Travaille, Tybee
Cottage Art Gallery
Appointment to Tybee Island Historic Preservation Commission: Anthony Turpin
Appointment to Ethics Commission: Mark Reed
The purpose of this agenda item is seek the City Council’s approval to amendment the
General Fund fiscal year 2019-2020 operating and capital budget by increasing the budget
from $14,329,161 to $14,490,161, a net increase of $161,000; and to transfer $45,000
from the Public Works Administration budget to the Public Works Fleet Management
budget.
The Finance Department is seeking the City Council’s approval to multiple request for out
of state travel for fiscal year 2020 for the Purchasing Administrator and Director of Finance
and General Administration to attend a Public Procurement training offered by the National
Institute for Public Procurement from August 22, 2019 to February 8, 2020 in preparation
for the Certified Public Procurement Officer and Certified Professional Public Buyer exams.
The purpose of this agenda item is to seek the City Council's approval to surplus and
dispose of 23 Police Department vehicles by trading them to Enterprise Fleet Management
Company as a trade for the 16 vehicles that the City is leasing from Enterprise Leasing
Company for three years.
Authorization of the Project Partnership Agreement between COE and City of Tybee
Island; Beach Erosion Control Project
First Reading, 12-2019, Article IV, Chapter 58-108, Revise the Room Excise Tax at the
Rate of 7% to Provide for Distribution of Tourism Product Development by Resolution, to
Establish an Effective Date
MOU, Tybee Island Maritime Academy
Indigent Services Agreement
Census 2020
Reserving Pumps for Lift Stations. Discussion: Authorize Mayor to sign and Clerk
attest after Staff has reviewed and approved.
Mayor Buelterman called the regular meeting to order at 7:00PM. All those present for the
consent agenda were present.
Opening Ceremonies
Call to Order
Invocation: Rev June Johnson
Pledge of Allegiance
Recognitions and Proclamations
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Mayor Buelterman asked Amy Lanier, Beach Task Force past president, to approach the
podium. Ms. Lanier was presented with a Certificate of Appreciation for her years of dedicated
service with the Beach Task Force. Mayor Buelterman thanked Ms. Lanier again.
Mayor Buelterman asked the Commanders/Sr. Chiefs/Chief of the six Coast Guard Units to
approach the podium. Mayor Buelterman read a Resolution declaring August as Coast Guard
Month and presented Certificates of Appreciation and a copy of the Resolution to all.
Representatives from the Tybee Island Youth Council also presented a Certificate of Appreciation
to each Commander. Sr. Chief Wainscott thanked the Mayor, Council and City on behalf of all
the units in Chatham County. They received a standing ovation.
Major Joel Fobes approached Mayor and Council to introduce the following Tybee Island Police
Officer.
o Corporal Zachary Jung
o Corporal Anthony Errato
o Corporal J.P. Price
o SPO Cheyenne Dickenson
Major Fobes presented each with their promotion papers and thanked them. Mayor
Buelterman also thanked not only the above for a job well done but the entire Tybee Island
Police Department. They received a standing ovation.
Mayor Buelterman announced the City of Tybee received the Hazard Mitigation Grant Program
which will be used to structurally elevate twelve (12) substantially damaged properties located in
the Special Flood Hazard Area. Additional information will be forthcoming.
Citizens to be Heard.
Jay Burke approached Mayor and Council to speak on Burke Beach Business. Mr. Burke stated
his family does not support any beach business ordinance change.
Wanda Doyle made a motion to approve the consent agenda. Monty Parks seconded. Vote
was unanimous, 6-0.
Public Hearings
Site Plan approval/Special review: modular building added to the lot – 714 Lovell
Avenue –Zone R-2 – 40005-19001 – Tybee Island Charter School dba Tybee Island
Maritime Academy. George Shaw approached Mayor and Council. Mr. Shaw stated this item
was before the Planning Commission in July 2019 and the application was lacking in a survey and
Drainage Plan at that time. Planning Commission held a Special Meeting requesting those items
and they were presented to Planning Commission. The Planning Commission still has concerns
as the Drainage Plan was not approved by the City Engineer at that time and there were additional
issues such as parking and the front set-back is less than required by City Ordinance for the R-2
District. The petitioner and City Engineer have since been working on the Drainage Plan and Mr.
Davis, City Engineer, believes will work but not to a point where a contractor would know what
to do. Mr. Shaw stated there are still issues which Mayor and Council would have to approve.
Mr. Parks confirmed there is tree mitigation. Mr. Shaw confirmed and stated it depended on what
trees are to be removed with the placement of the building. Ms. Doyle asked Mr. Shaw what the
set-back is regarding the R-2 District. Mr. Shaw responded it is 20’ and this is approximately 6’
off the property line, 14’ variance. Mr. Shaw confirmed. Mayor pro tem Brown asked if this
instance, would the 200’ rule apply. Mr. Shaw responded it could. Ms. Doyle then asked about
the parking plan. Mr. Shaw responded any new construction would have to have off-street
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parking and this plan does not offer anything. Mr. Shaw stated they may not park in the City
right-of-way.
Lara Robertson approached Mayor and Council to speak in favor of Tybee Island Maritime
Academy as it is an asset to the community. Mayor Buelterman thanked Ms. Robertson.
Jimmy Williams approached Mayor and Council to speak in favor of Tybee Island Maritime
Academy as he believes in growth. His concerns include parking and the traffic path. The City
needs to take control of what we have and make it the best we can. Mayor Buelterman thanked
Mr. Williams.
Eric Thomas approached Mayor and Council to speak on the impact the Maritime Academy has
on the community. Mr. Thomas stated he always feels safe going to and from the Academy as
he rides his bike with his son. With the positive presence of the Academy, Tybee has changed.
More families are moving to Tybee so their children can attend. Mr. Thomas asked Mayor and
Council to let TIMA grow and not put obstacles in the schools way but clear a path for the school
to grow. Mayor Buelterman thanked Mr. Thomas.
Deb Barreiro approached Mayor and Council. She supports the school and agrees with the Mr.
Thomas regarding the value of the school. Ms. Barreiro does echo Mr. Williams’ concerns as
there are impacts with congestion, 16’ variance, trash and drainage. She also expressed her
concerns with the buildings that will be attached to the principal structure. Mr. Shaw responded
the school in its entirety is a principal structure. Ms. Barreiro stated her neighborhood is a
community with very few STVR’s and they do support the school. Mayor Buelterman thanked
Ms. Barreiro and assured her Mayor and Council will consider all her concerns.
Perb Fortner approached Mayor and Council to speak in favor of the Tybee Island Maritime
Academy and the Site Plan approval. Mr. Fortner explained the reasoning behind the bigger
structure is it includes bathrooms. Mayor Buelterman thanked Mr. Fortner.
Hope Barton approached Mayor and Council. Ms. Barton expressed her concerns regarding the
traffic hazard during pick-up and drop-off times and since she raised her concerns at the public
hearing the congestion and safety issues had been resolved. She is also has concerns regarding
the set back; removal of trees; and would like to ensure the school is a good neighbor. Ms.
Barton still has concerns with the drainage and would hope they are addressed. She feels the
school is a great asset to the community but again has concerns. Mayor Buelterman thanked Ms.
Barton.
Jimmy Williams approached Mayor and Council to ask for clarification of the size of the
proposed structure. Mr. Williams stated Mayor and Council need to be mindful of the
neighborhood and the set-backs. He does support the school. He bought his property in 1970
and he and his wife plan to stay on the Island. Mayor Buelterman thanked Mr. Williams.
Carolyn Jurick, Perb Fortner and Jason Ball approached Mayor and Council. Mr. Fortner
gave a brief history of the school and thanked not only Mayor and Council but also the residents
for supporting the school. She believes in open communication and being a good neighbor. Mr.
Fortner gave a brief history of Tybee Island Maritime Academy. Mayor Buelterman thanked
everyone for the continued support.
Peter Ulrich, Principal, approached Mayor and Council. Mr. Ulrich thanked everyone for their
patience as he is the new principal. He stated the school is the economic engine of the
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community, it is the innovation engine of the community. They must provide opportunities for
the students that look different. The school is now providing opportunities for students to be
creative and the school is very excited as to what this will add to the community. Mayor
Buelterman thanked Mr. Ulrich.
Mack Kitchens approached Mayor and Council to speak in favor of granting their request and
supporting the school. Mayor Buelterman thanked Mr. Kitchens.
Ms. Doyle asked Mr. Shaw if the building could be shifted. Mr. Shaw responded from the City’s
point of view, the petitioner could have the variance on the back side or front but the lease with
St. Michael’s does not allow. Mr. Parks stated he will vote in favor of this request but does take
exception with the statement the school is not growing. Mr. Branigin stated he will support and
agrees with Mr. Thomas. He would ask in the future there is better planning with submission so
Mayor and Council are not in a crisis to review and consider approval/disapproval. Ms. Sessions
asked Mr. Shaw to ensure an approved drainage plan is submitted prior to permitting. Mr. Shaw
confirmed that a permit would not be submitted until an approved drainage plan is submitted.
She also expressed her concerns with the mitigating of the trees. Monty Parks made a motion
to approve as submitted. Julie Livingston seconded. Vote unanimous to approve, 6-0.
Monty Parks made a motion to approve as submitted. Julie Livingston seconded. Vote was
unanimous to approve, 6-0.
Council, Officials and City Attorney Considerations and Comments
Barry Brown: Salary Increase, Angela Hudson, Finance Director. To be discussion in
Executive Session.
Barry Brown stated he asked Mr. Hughes to craft an ordinance regarding STVR Pool
Regulations. Mayor pro tem Brown expressed his concerns with individuals using swimming
pools after 10:00PM. He feels this relates to STVR’s and not private pools. He did speak with
the property managers and they ensure him there were rules given to their guest regarding
swimming pools. Mayor pro tem Brown feels with an ordinance, it will give the Tybee Island
Police Officers a means to write citations. Ms. Doyle stated she does not feel the City needs
another ordinance and these concerns can be covered by the Noise Ordinance and the Disorderly
Household Ordinance. Mayor Buelterman confirmed the R-1 and R-2 zones would be included in
the proposed ordinance and the end time would be 10PM during the week and 11PM on
weekends. Mayor pro tem Brown confirmed. Mr. Hughes stated he has already crafted a
proposed ordinance which addresses Mayor pro tem Brown’s concerns. Mr. Hughes
recommended language to the Disorderly House. Mr. Parks recommended adding language to
the Disorderly House as the ordinance has only been in place six months. Ms. Livingston
confirmed with Mayor pro tem Brown his proposed ordinance would not allow the pool to be use
after 10:00PM. Mayor pro tem Brown confirmed and stated there have not been calls on private
pools. Ms. Doyle agreed with Mr. Parks that this should be part of the Disorderly House Ordinance
as this covers everybody. Mayor pro tem Brown confirmed the proposed ordinance would apply
only to STVR’s. Mayor Buelterman asked Mr. Hughes if it is possible to limit to only apply to
STVR’s. Mr. Hughes confirmed but does not feel that is the consensus of Mayor and Council. Mr.
Branigin expressed his concerns with the proposed ordinance. Ms. Sessions stated there are
many managing firms on the Island that manage their STVR’s very well and the problem may lie
with the STVR’s that are managed individually. She is concerned with putting another
responsibility on the Tybee Island Police Department. Barry Brown made a motion to have the
City Attorney craft an ordinance that address specific rules to STVR in residential areas. Monty
Parks seconded for discussion and then withdrew his seconded. Shirley Sessions seconded
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the motion for discussion. Voting in favor were Julie Livingston, Barry Brown, and Shirley
Sessions. Voting against were Monty Parks, John Branigin and Wanda Doyle. Mayor Buelterman
voting in the affirmative. Motion to approve, 4-3.
Barry Brown: Tybee Island Police Department Salary. Mayor pro tem Brown would like to
ensure the starting salaries for the police department meet the other standards of the county.
Mr. Branigin reminded Mayor pro tem Brown the Finance Department is working on a Class and
Compensation Study for all employees. He suggested a signing bonus for police officers until
such time as a Class and Comp is completed. Ms. Doyle stated this has been discussed at the
Public Safety Committee meetings. Research has also been done with the surrounding cities and
the Committee recommended doing a Class and Comp Study. Mr. Parks agreed with Ms. Doyle.
Dr. Gillen confirmed the Public Safety Committee did look at the starting salaries and decided to
do a Certification and Education Incentive Program as they had to look at the whole compensation
structure. Mayor Buelterman asked Dr. Gillen to come back with a proposal regarding the salaries.
Dr. Gillen confirmed. Mr. Parks suggested having the fines move to administrative fees which
will allow, for instance, parking staff to issue tickets such as littering. Mayor Buelterman clarified
Dr. Gillen bring back a long and short term recommendation. Dr. Gillen confirmed.
Julie Livingston: Beach Equipment Rental Business (change of ordinance). Deferred
to future City Council Meeting.
Shirley Sessions discussed City Hall Auditorium and Office Space as she has concerns with
maintaining the historic designation of City Hall. Ms. Sessions stated it has come to her attention
that Dr. Gillen is planning to turn the auditorium into office space for the Finance Department.
She again stated she is not in favor of that as the Finance Department is the most sensitive
department in the City as they deal with sensitive documents such as payroll and accounts
payable/receivable. Ms. Sessions asked Dr. Gillen if staff has been included in the planning and
do they really want this to happen. She also asked about the timeline of the move as well as
how the move with affect the citizens. Dr. Gillen responded temporary space would be laid out
in the auditorium to include a break room and meeting space. He is trying to create a flow with
departments and to create security within the building. Dr. Gillen stated he is trying to create
interim steps he can take until a decision is made regarding the proposed annex building or
moving the Finance Department to the Old School space. He explained the proposed work space
in City Hall. Ms. Sessions asked if Dr. Gillen has spoken to the Finance Staff for their input with
the proposed space or move. Dr. Gillen confirmed. Ms. Sessions again expressed her concerns
with maintaining the integrity of City Hall. Dr. Gillen stated he is aware of the historic value of
City Hall and will maintain. He is concerned with security and work flow. Ms. Doyle stated she
visited other facilities where “dirt walls” were in place and feels it would work for Tybee. Ms.
Hudson approached Mayor and Council. She stated there will still be a problem with noise with
“dirt walls” unless there is a drop ceiling installed. Dr. Gillen does not want to spend money on
major temporary changes if Mayor and Council are moving forward with an annex building. Mr.
Parks asked if a plan has been presented to Mayor and Council. Dr. Gillen responded he continues
to work with Staff for a plan that will work for everyone to include work flow and security. Ms.
Session confirmed this is not in the current budget. Dr. Gillen confirmed. Mr. Parks recommended
the Finance Department have a secure environment to work in. Ms. Hudson confirmed. Ms.
Session thanked Dr. Gillen for clarity.
Mayor Buelterman, in regards to SPLOST, asked Ms. Hudson if she feels Chatham County will
abide by their previous comments that any additional revenues they collect above and beyond
what they expected to collect they would distribute to the municipalities on a percentage basis.
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Dr. Gillen responded that $15M beyond what they expected would go to SEDA and after that the
dollars would be distributed.
Barry Brown made a motion to adjourn to Executive Session to discuss Litigation, Real Estate
and Personnel. Julie Livingston seconded. Vote was unanimous to approve, 6-0.
Monty Parks made a motion to adjourn to regular session. Julie Livingston seconded. Vote
was unanimous to approve, 6-0.
Monty Parks made a motion to adjourn. Shirley Sessions seconded. Vote was unanimous,
6-0.
Meeting adjourned at 10:35PM.
______________________________
Janet R. LeViner, CMC
Clerk
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
3. Minutes: City Council Meeting, August 22, 2019
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City Council Minutes, August 22, 2019
Consideration of Items for Consent Agenda
Mayor Buelterman called the consent agenda to order at 6:30PM on August 22, 2019. Those
present were Monty Parks, John Branigin, Wanda Doyle, and Barry Brown. Also attending were
Dr. Shawn Gillen, City Manager; Bubba Hughes, City Attorney; Dana Brawn, Attorney; George
Shaw, Director, Community Development; and Janet LeViner, Clerk of Council.
Mayor Buelterman listed the following items on the consent agenda:
Agenda Request: Tybee RE Operating Co LLC dba Hotel Tybee: Alcohol License Request:
Beer & Wine-Package Sales-Sunday Sales-Package sales -added to existing license-Sales
in gift shop of Hotel Tybee. Discussion: Restricted to Gift Shop
For the 8/22/19 Council Meeting: Travel Request for Jamey Rabun, Campground Director
and Barb Caramico to attend National Outdoor Hospitality Conference and Expo in
Knoxville, TN November 4-7. Budgeted under Line Item 555-6180-52-3500 and 555-
6180-52-3700
Request for Proposal for walking path surface: Install a rubberized surface on the walking
path in Jaycee Park. Discussion: Mr. Hughes stated the total price is $63,836 with an
option to include special color(s). Ms. Doyle stated her understanding there is no increase
for the color black but if the path is to have color, there would be. She recommended
approval to include color for the walking path.
Ante Litem Notice, Robert and Arynne Keeley: To reject. Discussion: Mr. Hughes
stated this item has been sent to GIRMA and recommends Mayor and Council respond to
reject.
Mayor Buelterman called the regular meeting to order at 7:00PM. All those present for the
consent agenda were present.
Opening Ceremonies
Call to Order
Invocation: Ken Douberly, St Michaels Parrish
Pledge of Allegiance
Jan LeViner, Clerk, approached the podium. Ms. LeViner asked Mayor Buelterman to join her.
On behalf of LTC Scher, Commanding Office, 3rd Battalion 160th Special Operations Aviation
Regiment, she presented a Certificate of Appreciation to the City of Tybee for their support during
the Nightstalker Airborne Operation Jump. Mayor Buelterman accepted on behalf of the City.
Citizens to be Heard.
Mack Kitchens approached Mayor and Council to speak on Code enforcement for STVR
Licensing. Mr. Kitchens shared his concerns with the enforcement of ordinances as related to
STVR’s. He would ask Mayor and Council to reach out to the Planning Commission to have a
structure in place to manage STVR’s. This would include the Disorderly Household and Three
Strikes Rule as there is no way to track violations. Mr. Kitchens distributed a handout. (Attached)
Wanda Doyle made a motion to approve the consent agenda. Monty Parks seconded. Vote
was unanimous, 4-0.
Consideration of Ordinances, Resolutions
First Reading, 2019-13, Sec 34-265, Swimming Pools/Hot Tubs. Mayor Buelterman
stated he has received correspondence regarding this item and would ask they be included in the
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minutes. Ms. LeViner confirmed. Mayor pro tem Brown stated he would like to put a time limit
on when pools should be closed. It is his understanding there are rules in many of the STVR’s
managing companies but these rules are not being followed. Mayor pro tem Brown is
recommending an ordinance to govern the closing time on pools therefore it can be enforced.
Mr. Hughes explained there are two sections added to the proposed ordinance, the first deals
with the STVR rental ordinance which provides the timeline being Sec 1 of the proposed
ordinance. A new section is created, Sec 34-265. Sec 2 of the proposed ordinance amends the
Disorderly House Ordinance at Sec 22-34 to add a new sub-section and changes the numbering
in the existing sub-section. This provides in cases where there is a violation of what is now Sec
1, it counts as s strike if there is a violation. Ms. Doyle would like the reference to times for
swimming pools be made a part of the Disorderly House Ordinance by adding another section.
Ms. Doyle also pointed out a section could be added to the Noise Ordinance to limit the time use
of swimming pools. She feels there are a great number of ordinances now and most are not
being enforced. Mayor pro tem Brown expressed his concerns with the number of pools that are
being put in as it directly affects the withdrawal rates from the Aquifer. Mayor Buelterman asked
Mayor pro tem Brown the time he would recommend for closing swimming pools at night. Mayor
pro tem Brown responded 10:00PM during the week and 11:00PM during weekend (Friday and
Saturday). Mr. Branigin stated his concerns are what is going to trigger the call to the TIPD
regarding noise or use of a pool. He also expressed his concerns regarding the enforcement of
the proposed ordinance. Barry Brown made a motion to approve and add the times of use,
6:00AM - 10:00PM on weekdays and 6:00AM – 11:00PM on weekends, Friday and Saturday.
Motion died for a lack of a second. Ms. Doyle requested Mayor and Council look at the
Noise Ordinance and send to the Planning Commission for their recommendations regarding the
hours of use and decibel reading levels. Mayor Buelterman recommended Ms. Doyle’s add the
recommendations to the next agenda for a vote. Ms. Doyle confirmed. Mayor Buelterman read
an email from Carrie Efird (Attached).
Second Reading, 12-2019, Article IV, Chapter 58-108 Revise the Room Excise tax at
the Rate of 7% to Provide for Distribution of Tourism Product Development by
Resolution, to establish an Effective date. Monty Parks made a motion to approve. John
Branigin made a motion to approve. Vote was unanimous to approve, 4-0.
Council, Officials and City Attorney Considerations and Comments
Jason Buelterman stated a GEFA loan has been approved in the amount of half a million dollars
for the City to install solar panels at Waste Water Treatment Facility. Mayor Buelterman
stated he will bring more information to Mayor and Council at the September meeting.
Jason Buelterman stated at the recent budget workshop meetings, it was decided money would
not be put in the budget for additional showers. Chatham County now has money in their budget
for additional shallow well showers and the City will be moving forward. Mayor Buelterman
asked the Infrastructure Committee to include on their next agenda.
Barry Brown asked Mr. Branigin for an update from the Finance Department regarding the
Increase starting salary for Tybee Island Police Department. Mr. Branigin responded this
has also been discussed at the Public Safety Meetings. Chief Bryson, when asked, in his opinion,
the starting salary are $8,000 - $10,000 behind our neighboring municipalities. The Finance
Committee recommended Dr. Gillen draft an RFP for a Class and Comp Study that would deliver
an assessment of police and dispatch salaries first and then move to fire and ocean rescue and
finally to City staff. The priority would be to get an assessment of fire and police this year and
City staff in the following year. Ms. Doyle asked Mayor Buelterman if the Finance Committee
discussed the signing bonus for new officers. Mayor Buelterman confirmed and decided this could
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create some issues with those who have just recently joined the Force. It is the desire of the
Finance Committee to have a comprehensive approach. Mr. Parks stated the City has now agreed
to pay Police Academy fees as well as training fees.
Barry Brown asked Dr. Gillen for an Update on water lines east of Butler. Dr. Gillen
responded there are three (3) that are currently in progress: Tybee Straits, 2nd Terrace and 2nd
Place. Those that have been completed are 8th Terrace, 8th Place, 8th Lane, 11th Terrace, 2nd
Street leaving eleven (11) more to be done.
Mayor Buelterman asked Dr. Gillen to give an update on the 17th Street sewage project. Dr.
Gillen responded the lines were blocked, jetted and then re-routed so they could be
repaired/replaced. Work is scheduled to be completed in mid-September. When the project is
completed, gravel will be put down until the LMIG Projects begins at which time that area is
scheduled to be paved.
Monty Parks stated on the current Beach Permit for weddings and events on the beach, that
balloon releases, Chinese lanterns release and artificial flowers are included in the Litter
Ordinance. Mr. Parks continued, if you read the Litter Ordinance there is no mention of these
items. He asked Mr. Hughes to add those items to the current Litter Ordinance so there is no
open releases on the Island.
Monty Parks then asked Dr. Gillen to review and bring back a feasible plan to add a unique
location designation number for each STVR and requirement that it be used in
advertising to the current ordinance. This could copy the current plan by the City of Savannah.
Monty Parks stated in relationship to making certain violations administrative fines rather
than court fines. He would also asked Mr. Hughes research and bring back recommendations.
Ms. Doyle stated this has been discussed with the Tybee Island Police Department and is
concerned if it is doable. Mr. Hughes stated he has researched and an appeal process would
have to be put in place. Mr. Parks expressed his concerns with the enforcement of the Beach
Rules and ordinances by anyone other than the TIPD. He also asked Mr. Hughes bring something
back to Mayor and Council regarding a process.
Wanda Doyle stated at the last Beach Task Force meeting a motion was made to “have Erik
Olsen look at the groins as they are currently configured with gaps in them and give
the Task Force a recommendation in moving forward”. Ms. Doyle stated she would like
to involve Alan Robertson in this matter. Mayor and Council confirmed.
Wanda Doyle stated the Beach Task Force is asking when the beach wrack washes on shore
it is moved to the dunes to assist in dune growth. Mayor Buelterman stated this is included in
the Beach Management Plan. Dr. Gillen confirmed and stated there is a process where DNR is
notified as permission is needed prior to moving wrack.
Shawn Gillen stated he is currently working on the Hurricane Plan Update. Copies will be
made once it is in its final format and provide to Department Heads and Mayor and Council. Dr.
Gillen explained Staff conducted a tabletop exercise recently to finalize OPCON levels.
George Shaw gave a brief update from Planning Commission regarding the Carrying
Capacity Study. Mr. Shaw stated the Planning Commission worked with Courtney Reich who is
the author of the current Carrying Capacity Study. Through that workshop, the Planning
Commission has made recommendations as outlined in the packet before Mayor and Council. Ms.
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Doyle thanked Mr. Shaw and recommended no vote be taken at the moment. Mr. Shaw stated
this is not to be voted on at this time as these are only recommendations for Mayor and Council
moving forward. Mayor Buelterman recommended if any member of Council would like to take
a portion of this and bring back to a future City Council meeting advocating and discussing and
move forward as there is disagreement between Mayor and Council on all four recommendations.
Mr. Parks expressed his concerns with Tybee cottages being torn down and replaced with
duplexes. Ms. Doyle concurred and recommended Mayor and Council find one recommendation
that everyone agrees on and move forward.
Monty Parks made a motion to adjourn to Executive Session to discuss Litigation, Real Estate
and Personnel. Wanda Doyle seconded. Vote was unanimous to approve, 4-0.
Monty Parks made a motion to adjourn to regular session. Barry Brown seconded. Vote was
unanimous to approve, 4-0.
Monty Parks made a motion to adjourn. Barry Brown seconded. Vote was unanimous, 4-0.
Meeting adjourned at 9:35PM.
______________________________
Janet R. LeViner, CMC
Clerk
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
4. Kelly Swope: Appointment to the Development Authority/Main Street Board of Directors
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Kelly Swope
1202 Hammocks View, Savannah Georgia // (912)-660-7298 // rkswope@outlook.com
Qualifications
Ability to manage time, think creatively, and make effective decisions
Strong interpersonal skills
Effective communication skills
Process and apply new skills and concepts quickly
Related Experience
Kelly & Company April
2016 – Present
Owner
Maintain business operations and procedures by organizing and implementing
operational tasks
Analyze options to determine marketing strategy
Assist in creation and production of products
Main Street Development Authority/Main Street
2017– Present
Non-Voting Board Member
Member on Promotions Committee
Attend Monthly Board Meetings
Promote Business on Tybee Island
Skills
Strong leadership skills
Strong interpersonal skills
Effective communication skills
Works well in teams and on an individual basis
Demonstrates time management and organizational skills
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Dear Council Members,
I am writing to express my interest in becoming a voting member on the Tybee Island
Development Authority/Main Street Board.
I have had the opportunity to be a non-voting member since 2017. During that time, I have also
been an active member of the promotions committee. I continue to be active on this committee;
currently, we are working on Community Day and, of course, all of the events for Tybee for the
Holidays.
I have enjoyed working with the board and look forward to growing business, preserving history
and enjoying life on Tybee Island.
I look forward to hearing from you after the September council meeting.
Sincerely,
Kelly Swope
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
5. Payton Kinkel, President, Tybee Island Youth Council Update
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GOALS 2019 – 2020
TYBEE ISLAND YOUTH COUNCIL
I. Helping the Underprivileged
a. Volunteering at the Food Pantry
b. Food Drive
c. Volunteering at Second Harvest
II. Fundraisers
a. Half or all going to charity (other portion going for our trips)
b. Find out how to help with “Tiny Houses for Vets”
c. Habitat for Humanity
III. Animal Preservation
a. Contact Oatland Island
b. Contact DNR
c. Volunteer at Marine Science Center
IV. Beautification
a. Contact Savannah Tree Foundation
b. Contact community garden for cleanup
V. Learn about the history of Tybee
a. Visit Lighthouse
b. Visit Ft Pulaski
c. Visit Coast Guard again and cook
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SENIOR YOUTH COUNCIL
I. Youth Survey
a. Reach out to schools they attend for survey (what the youth
want to do for their community) and present to Chairman Scott.
Also reach out to the School Board for permission
II. Campaign for Hwy 80 and Bridges
a. Reach out to Governor with letters
b. Reach out to local dignitaries
III. Mentor
a. Mentor those who are new to the Youth Council
b. Help Miss Jan with the younger members
IV. Finish our Goals
AMBASSADORS (4th Graders)
I. Continue to work with the nursing homes on Tybee
II. Set role model for Tybee, Savannah and Chatham County youth
III. Beautification
a. Clean trail (Pierce)
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
8. REQUESTING TO REBUILD STRUCTURE WITH 3 FOOT REAR AND 2 FOOT SIDE
SETBACKS -302 TENTH STREET -ZONE R-2 -40006 09003 -OWNER ANTHONY P. RUSSO
APPLICANT NATALIE AIKEN.
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MAYOR
Jason Buelterman
CITY COUNCIL
Barry Brown, Mayor Pro Tem
John Branigin
Wanda Doyle
Julie Livingston
Monty Parks
CITY OF TYBEE ISLAND
CITY MANAGER
Shawn Gillen
CLERK OF COUNCIL
Janet LeViner
CITY ATTORNEY
Edward M. Hughes
City Council Agenda Item Request
Agenda Item Requests must be submitted to the Clerk of Council by noon on Wednesday a week prior to
the scheduled Council meeting. If this form is received after the deadline, the item will be listed on the
next scheduled agenda. There is a three minute limit for all visitors.
Council Meeting Date for Request: 09/12/2019
Item: Site Plan approval with Variance
Explanation: requesting to rebuild structure with 3 foot rear and 2 foot side setbacks-302 Tenth Street-Zone R-2
– 40006 09003 –owner Anthony P. Russo applicant Natalie Aiken.
Paper Work: YES Attached
Audio/Video Presentation*
• If applicable, a copy of the presentation / report must be submitted with this agenda request.
• If applicable, audio / video presentations must be submitted to the IT department at City Hall at least
48 hours prior to the meeting.
• Request will be postponed if necessary information is not provided.
Submitted by: Lisa L. Schaaf
Phone / Email: Lschaaf@cityoftybee.org
Date given to Clerk of Council: 09/05/2019
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(912) 786-4573 – FAX (912) 786-5737 www.cityoftybee.org
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
9. REQUESTING 3 1/2 FEET ON SIDE AND REAR SETBACKS -9 MOORE AVE -ZONE R-1-B -
40002 02012 -OWNER RHR PROPERTIES, LLC -APPLICANT THOMAS J. MAHONEY III.
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MAYOR
Jason Buelterman
CITY COUNCIL
Barry Brown, Mayor Pro Tem
John Branigin
Wanda Doyle
Julie Livingston
Monty Parks
CITY OF TYBEE ISLAND
CITY MANAGER
Shawn Gillen
CLERK OF COUNCIL
Janet LeViner
CITY ATTORNEY
Edward M. Hughes
City Council Agenda Item Request
Agenda Item Requests must be submitted to the Clerk of Council by noon on Wednesday a week prior to
the scheduled Council meeting. If this form is received after the deadline, the item will be listed on the
next scheduled agenda. There is a three minute limit for all visitors.
Council Meeting Date for Request: 09/12/2019
Item: Zoning Variance
Explanation: requesting 31/2 feet on side and rear setbacks -9 Moore Ave – Zone R-1-B -4-0002-02-012 –
owner RHR Properties, LLC applicant Thomas J. Mahoney III.
Paper Work: YES Attached
Audio/Video Presentation*
• If applicable, a copy of the presentation / report must be submitted with this agenda request.
• If applicable, audio / video presentations must be submitted to the IT department at City Hall at least
48 hours prior to the meeting.
• Request will be postponed if necessary information is not provided.
Submitted by: Lisa L. Schaaf
Phone / Email: Lschaaf@cityoftybee.org
Date given to Clerk of Council: 09/05/2019
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(912) 786-4573 – FAX (912) 786-5737 www.cityoftybee.org
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
10. PLANNING COMMISSION MINUTES 8-19-2019
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PLANNING COMMISSION CITY MANAGER
Demery Bishop Shawn Gillen
Ron Bossick
Marianne Bramble COMMUNITY DEVELOPMENT DIRECTOR
Tina Gann George Shaw
Charles Matlock
David McNaughton CITY ATTORNEY
Alan Robertson Edward M. Hughes
Planning Commission Meeting
MINUTES
August 19, 2019
Chair Bishop called the August 19, 2019 Tybee Island Planning Commission meeting to order.
Commissioners present were David McNaughton, Alan Robertson, Charles Matlock, Tina Gann and
Marianne Bramble. Ron Bossick was absent.
Consideration of Minutes:
Chair Bishop asked for consideration of the July 15, 2019 and July 23, 2019 special meeting minutes.
Commissioner Robertson stated there was a typo in the July 15, 2019 meeting minutes and Lisa has
that correction and will change it. Commissioner Matlock asked if the July 23, 2019 minutes should
have the reason why we had that special meeting. Commissioner Robertson stated that is in the July
15, 2019 meeting minutes and he is not sure it is needed. Chair Bishop stated maybe putting that it is
a continuation from the July 15, 2019 meeting. Commissioner Matlock stated that would be good.
Commissioner Robertson made a motion to approve. Commissioner Matlock seconded. The vote to
approve was unanimous.
Disclosures/Recusals:
Chair Bishop asked if there were any Disclosures or Recusals. Commissioner McNaughton asked to
recuse himself from item two, Site Plan Approval/Variance for 302 Tenth Street. He stated his wife
works for the vacation rental company that manages that property.
Old Business:
Chair Bishop asked if there was any old business. Commissioner Bramble asked if there was any
information on the Business License discussion. George Shaw stated he would have the information
at the next Planning Commission meeting. Commissioner McNaughton asked if someone from the
State would be able to come in and explain how the change in the State Shore Protection Act would
affect Tybee. George Shaw stated he has asked the local DNR representative and she said that would
be a possibility but he has not heard from them. He will ask again. Commissioner McNaughton also
asked about the discussion on changing Tybee’s Variance application fee and looking into changing
the application based on the Valdosta application. Commissioner Robertson recommended putting
this on the agenda for next month as an old business item.
New Business:
Zoning Variance: requesting 3 ½ feet on side and rear setbacks -9 Moore Ave– Zone R-1-B–
4-0002-02-012 – owner RHR Properties, LLC applicant Thomas J. Mahoney III.
George Shaw approached the Planning Commission and stated the applicant is requesting a rear and
side setback variance of approximately three and a half feet. This structure was going to be a garage,
when the plans were submitted they showed a two-story building but this was not noticed during the
plan review. And the plans were approved. Then a complaint came in so we visited the site and saw
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that it was a two-story accessory structure, which we do not allow. There was a stop work order put on
the construction and that is where it sat for a while. The applicant is now going to attach the structure
to the primary structure so it will be part of the primary structure, which is why they are requesting the
variance. Staff does not recommend approval. Commissioner Gann asked if the plans showed that
this was elevated and we missed that. George Shaw stated yes. Chair Bishop asked is a bonus room
inhabitable. George Shaw stated his understanding is this is not intended as a separate dwelling unit.
Commissioner Matlock asked if it is necessary to solve the problem by joining the two. George
Shaw stated they were given three options and this was one of them. Commissioner Gann asked
what the other options were. George Shaw stated to move the structure within the setbacks or remove
the top floor. Thomas Mahoney who lives at 337 Commercial Drive, Suite 500, Savannah Georgia,
approached the Planning Commission and stated he represents the applicants, Wesley and Patsy
Hargrave. Thomas Mahoney stated the Hargraves purchased 9 Moore Avenue and it was a
dilapidated Fort Screven cottage at the time. They have turned it into a beautiful renovation and an
improvement to the neighborhood. The City approved it originally as a detached structure. They chose
to lift the structure eight feet to be able to store kayaks, bicycles and cars in the unfinished breakaway
space. The City, after receiving a complaint, came along and determined that it was a two-story
structure. We disagree that it is a two-story structure. It had to be lifted out of the flood plain so that
space underneath the structure is being used as open space. We decided to join the structures and ask
for the Variance. Commissioner McNaughton made a motion to approve and forward to City
Council. Commissioner Bramble seconded. Vote to approve was unanimous.
Site Plan approval with Variance: requesting to rebuild structure with 3 foot rear and 2 foot
side setbacks – 302 Tenth Street – Zone R-2 – 40006 09003 – owner Anthony P. Russo
applicant Natalie Aiken.
George Shaw approached the Planning Commission and stated the applicant is requesting a variance
for an accessory structure that he believes it was intended to be, but at some point became a dwelling
unit which it currently is. This structure currently is non conforming and below flood. They would like
to remove that structure and build a similar size structure within the property lines but not within the
setbacks. They would also attach the two structures to make a duplex, this is in the R-2 which would
allow for a duplex. Staff does not recommend approval. Michael Johnson, who is a Principal at Shaw
Architecture, apologized that Natalie Aiken could not be here and he was sent to represent Mr. Russo.
Michael Johnson stated this is not a full site development package, this is a small project. The intent
is that this is currently an additional living unit sitting on the back of the property, it is in bad
condition and it sits over the property line. The owner would also like to save the tree. Chair Bishop
asked what prohibits you from building within the current setbacks and protecting the tree. Michael
Johnson stated the footprint would be two small to have an additional living area. Chair Bishop
asked what if you went up. Michael Johnson stated that would get into the character of the house and
it would not be appropriate. Commissioner Robertson made a motion to deny. Commissioner Gann
seconded. The vote to deny was unanimous.
Meeting adjourned 8:00pm
Lisa L. Schaaf
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
11. Special Event Application: Lights on for Tybee/Christmas Parade
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
12. T-Mobile Lease Renewal, 4th Amendment to Water Tower Attachment Lease
Agreement. $4,341.19
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1
Site ID: 8SV0943A
Site Name: Tybee Island
Lease ID: 107621 6/3/19
FOURTH AMENDMENT TO WATER TOWER ATTACHMENT LEASE AGREEMENT
This Fourth Amendment to Water Tower Attachment Lease Agreement (the
“Amendment”) is effective as of the date of execution by the last party to sign (the “Effective
Date”) by and between The City of Tybee Island (“Landlord”) and T-Mobile South LLC, a
Delaware limited liability company (“Tenant”) (each a “Party”, or collectively, the “Parties”).
Landlord and Tenant (or their predecessors-in-interest) entered into that certain Water
Tower Attachment Lease Agreement dated August 11, 1999, including that certain First
Amendment to Water Tower Attachment Lease Agreement dated September 22, 2016, that
certain Second Amendment to Water Tower Attachment Lease Agreement dated May 16, 2017,
that certain Third Amendment to Water Tower Attachment Lease Agreement dated September
17, 2018 (including all amendments, collectively, the “Lease”) regarding the leased premises
(“Premises”) located at 111 Butler Avenue, Tybee Island, GA 31328 (the “Property”).
The Lease expired on or about August 11, 2019, and Tenant has remained on the
Property in holdover, with Landlord’s permission, since that date.
For good and valuable consideration, Landlord and Tenant agree as follows:
1. The Lease is hereby reinstated in its entirety, as amended herein, and is ratified and
affirmed in all respects as if the Lease never expired. The Lease is in full force and effect
and neither Landlord nor Tenant is in breach under the terms of the Lease.
2. At the expiration of the Lease, the Term of the Lease will automatically be extended for
four (4) additional and successive five (5) year terms (each a "Renewal Term"),
provided, that Tenant may elect not to renew by providing Landlord thirty (30) days'
notice prior to the expiration of the then current Renewal Term.
3. At the commencement of the first Renewal Term provided for in this Amendment,
Tenant shall pay Landlord Four Thousand Three Hundred Forty-One and 19/100 Dollars
($4,341.19) per month ("Rent") in advance, by the fifth (5th) day of each month. Any
Rent previously paid from and after the commencement of the first Renewal Term
provided for in this Amendment shall be offset against the new Rent. Rent shall be
adjusted, effective on the first day of the second Renewal Term and each subsequent
Renewal Term, by an amount equal to twenty percent (20%) over the Rent for the
immediately preceding Renewal Term. This new Rent and Rent adjustment shall
supersede and replace any prior Rent or Rent adjustments. Where duplicate Rent would
occur, a credit shall be taken by Lessee for any payment of Rent by Lessee to Lessor due
prior to the full execution of this Agreement.
4. Any charges payable under the Lease other than Rent shall be billed by Landlord to
Tenant within twelve (12) months from the date in which the charges were incurred or
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Site ID: 8SV0943A
Site Name: Tybee Island
Lease ID: 107621 6/3/19
due; otherwise the same shall be deemed time-barred and be forever waived and
released by Landlord.
5. All notices, requests, demands and other communications shall be in writing and shall
be effective three (3) business days after deposit in the U.S. mail, certified, return
receipt requested or upon receipt if personally delivered or sent via a nationally
recognized courier to the addresses set forth below. Landlord or Tenant may from time
to time designate any other address for this purpose by providing written notice to the
other Party.
If to Tenant:
T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Attn: Lease Compliance/ 8SV0943A
If to Landlord:
The City of Tybee Island
P.O. Box 2749
Tybee Island, GA 31328
6. Effective as of the date this amendment is last executed by both parties. Tenant will
have the right to modify its Antenna Facilities as described and depicted on Exhibit A,
which is attached hereto and by this reference incorporated herein, and Landlord
hereby consents to and approves of the modifications described and depicted on Exhibit
A in all respects.
7. Tenant and Landlord will reasonably cooperate with each other's requests to approve
permit applications and other documents related to the Property.
8. Except as expressly set forth in this Amendment, the Lease otherwise is unmodified. To
the extent any provision contained in this Amendment conflicts with the terms of the
Lease, the terms and provisions of this Amendment shall control. Each reference in the
Lease to itself shall be deemed also to refer to this Amendment.
9. This Amendment may be executed in duplicate counterparts, each of which will be
deemed an original. Signed electronic copies of this Amendment will legally bind the
Parties to the same extent as originals.
10. Each of the Parties represents and warrants that it has the right, power, legal capacity
and authority to enter into and perform its respective obligations under this
Amendment. Landlord represents and warrants to Tenant that the consent or approval
of a third party has either been obtained or is not required with respect to the execution
of this Amendment.
11. This Amendment will be binding on and inure to the benefit of the Parties herein, their
heirs, executors, administrators, successors-in-interest and assigns.
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Site ID: 8SV0943A
Site Name: Tybee Island
Lease ID: 107621 6/3/19
IN WITNESS, the Parties execute this Amendment as of the Effective Date.
LANDLORD:
The City of Tybee Island
By:
Print Name:
Title:
Date:
TENANT:
T-Mobile South LLC, a Delaware limited
liability company
By:
Print Name:
_____________________________
Title:
_________________________________
__
Date:
T-Mobile Contract Attorney
as to form
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Site ID: 8SV0943A
Site Name: Tybee Island
Lease ID: 107621 6/3/19
EXHIBIT A
Subject to the terms and conditions of this Agreement, the location of the Premises is generally
described and depicted as shown below or in the immediately following attachment(s).
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
13. Sprint Amendment to Lease: First Amendment to Water Tower Lease Agreement
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
14. Memorandum of Understanding, 2020 Census
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
16. Approval for LMIG Road Resurfacing, Preferred Materials, $185,416.19.
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
17. Out of State Travel - Jan LeViner, City Clerk, October 15 - 16, Dayton, Ohio, Athenian
Dialogue. Line Item: 100.1130.52.3700/3500
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
18. ADT Commercial Security Proposal: Old School Building
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Branch:0092 Sales Representative:James McCane Today's Date:8/23/2019
Customer Information
Business Name:Tybee Island City Hall Phone:(912)786-4573
Address:403 Butler Ave Billing Address:403 Butler Ave
PO Box 2749 PO Box 2749
TYBEE ISLAND, GA 31328 TYBEE ISLAND, GA 31328
Customer agrees to pay the Total Equipment and Installation Charge shown above, plus applicable taxes (collectively, the
"Equipment Charges"). Simultaneously with the execution of this Agreement, Customer shall pay $0.00 of these Equipment
Charges, with a remaining balance of $672.66 to be paid upon completion of the installation and as a precondition of activation of
the Equipment and, if applicable, connection to the Central Station or direct connection service.
Financial Summary
Site Location Information
Location Name: Old Tybee School
Address:204 A 5th St.
TYBEE ISLAND, GA 31328
Site #:0 Phone:(912)786-5373
System Design Information
System Design Name:New System Design Job #:
Transaction Type
P1 Owned
Warranty Period Extended Service Plan
12 Months Included In Rate
Services
Total Equipment and Installation Charge: $672.66
Recurring Service Charges: $140.69 per month
In addition to the Equipment Charges, Customer agrees to pay the Recurring Service Charges shown above, plus applicable
taxes (collectively, the "Service Charges") for the usage of any Protection One Owned Equipment and any other recurring
services selected, such Service Charges to be paid Monthly, in advance. Customer has made an advance payment of Service
Charges in the amount of $0.00 at the time of sale.
COMMERCIAL SCHEDULE OF PROTECTION
PROPOSAL AND SALES AGREEMENT
Licenses and Permit Charge: $0.00
Customer agrees to pay the total Licenses and Permit Charge shown above (collectively, the "License and Permit Charge").
Customer shall pay $0.00 at the time of sale.
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Equipment List
Quantity Material Code Description
1 ACD50 50 foot antenna cable for TG7&TG8 series
1 HGDL-0 High Gain Directional Antenna with 1ft of cable for TG7&TG8 series
1 86562 12V-7AH SEALED LEAD ACID
1 TG7F-LTE Commercial primary,backup or sole path fire cellular alarm communicator for AT&T LTE
network.
Equipment & Installation $672.66
Monthly Fee $140.69
Existing Equipment
Quantity Material Code Description
1 1451-24 Transformer 18V F/Vista 1128Fb In Cabinet
4 BG-12L Pull Station Dual W/Key Lock
5 P2RL Horn Strobe 2W Red Wall
8 SD365 Addressable Photo Detector; White
1 V128FBPTPCB Vista 128 Fbcb Circuit Board Only
Scope Of Work
Conversion of existing Vista 128 fire panel from Tyco. Adding TG7 with external antenna. Customer to bring live phone line for
panel
New System Design
Extended Service Plan Extended Service Plan: Monthly Extended Service Plan Charge
(Existing Equipment)
Monitoring Fire: Unrated
Signaling Fire Alarm Tellular: 60 Minute Supervision
Inspections
Inspection Fire Type Frequency Device Count
Automatic Initiating devices (smoke/heat)Annual 8
Manual Initiating devies (pull stations)Annual 4
Notification application (horns / strobes)Annual 5
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SOW:
NOTE: No other equipment, materials, services nor labor is implied nor to be presumed by either, the Customer nor ADT LLC other than
specifically listed & described in writing within the ADT LLC Contract or Contract Rider as to be reviewed, signed & mutually approved by both,
the Customer's Authorized Representative & ADT LLC prior to ADT LLC conducting the Scope of Work as described
The Customer is responsible for providing the following at the time of installation:
•Register the Alarm System with, the local AHJ's Office per Local Ordinance & Law
•Provide immediate access to all areas of the premise as involves ADT LLC conducting the Scope of Work as described
•Provide active power service
•Provide active one (1) phone line with, Contact ID & DIAL TONE as to be dedicated to phone line 1 of the FACP
NOTE: AHJ Clause as described in NFPA Code Standards applies, the AHJ (Authority Having Jurisdiction) is empowered to require additional
equipment if, they determine it needed for Life Safety this is despite the Fire Alarm System being designed to meet the "minimum" descriptions
as outlined in NFPA72 & NFPA101 Life Safety Code Standards if, the AHJ determines addition fire equipment is to be added the Customer is
solely responsible for all additional cost(s)
•Single Story Commercial Business with existing fire system ADT will add cellular communications to.
•Customer has limited Security coverage within the building
Scope of Work:
•Prepare & Pull the local Permits & Notice of Commencement
•All listed equipment will be installed within the specific areas of the premise as to be marked on the premise floor plan
•All listed equipment will be installed per the Manufacturer Engineered Specifications, NFPA70 National Electric Code, NFPA72 &
NFPA101 Life Safety Code Standards
•Program System Settings to include: user code, supervised serial point address description & location of each, Fire detection, initiation
device
•Ship Test Signals with, Confirmation from each, Fire detection, initiation device to the ADT LLC Central Monitoring Center (CMC)
Train the Customer & Authorized Staff to use the Fire Alarm System
1. Premises. Customer (“Customer” or “you”), as a commercial enterprise, may now or in the future have one or more physical
business locations (“Premises”) for which you desire to obtain from Protection One, a division of ADT, LLC, (“Protection One,”
“we” or “us”) various Equipment and Services. Each of your Premises to be covered by this Agreement shall be listed and
described in this Agreement or in a separate Additional Premises Rider which may be completed and executed by the parties.
This Agreement will supersede and govern over any inconsistent provisions contained in any other prior agreements, written or
oral, between the parties concerning any Premises covered by this Agreement.
2. Charges. In consideration of the Equipment and Services we provide hereunder, you agree to pay Protection One the
Equipment Charges and the Service Charges shown above, any activation or other fees, plus applicable taxes (collectively, the
“Charges”), in accordance with the Payment Terms set forth above. OUR CHARGES UNDER THIS AGREEMENT ARE BASED
ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR AT LEAST THE FULL INITIAL TERM
DESCRIBED IN PARAGRAPH 3 BELOW. If you prepay the total amount due under this Agreement prior to the end of the Initial
Term of this Agreement, then there is no penalty or refund except as otherwise provided herein. Payment of the Equipment
Charges is a precondition to the activation of the Equipment and any Services you have selected. We may impose a one-time
late charge on each payment that is more than ten (10) days past due, which shall be $5.00 or the highest amount permitted by
law, whichever is less. We may impose returned check charges of up to $25.00 on each returned check. You consent and
authorize us to: (i) report your payment performance under this Agreement to credit reporting agencies; (ii) obtain and transmit
your Taxpayer ID Number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating;
and (iii) record our telephone conversations with you and the users of the Equipment and Services for verification and quality
control purposes. YOU AGREE NOT TO SEND PROTECTION ONE PAYMENTS MARKED “PAID IN FULL,” "WITHOUT
RECOURSE", OR WITH SIMILAR LANGUAGE. IF YOU SEND SUCH A PAYMENT, WE MAY ACCEPT IT WITHOUT LOSING
ANY OF OUR RIGHTS UNDER THIS AGREEMENT OR AT LAW, AND YOU WILL REMAIN OBLIGATED TO PAY ALL
FURTHER AMOUNTS OWED TO US. ALL WRITTEN COMMUNICATIONS CONCERNING DISPUTED AMOUNTS,
INCLUDING ANY CHECK OR OTHER PAYMENT INSTRUMENT THAT INDICATES THAT THE PAYMENT CONSTITUTES
"PAYMENT IN FULL" OF THE AMOUNT OWED OR THAT IS TENDERED WITH OTHER CONDITIONS OR LIMITATIONS OR
IN FULL SATISFACTION OF A DISPUTED AMOUNT, MUST BE MAILED OR DELIVERED TO US AT: PROTECTION ONE,
Master Terms And Conditions
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ATTENTION: EXECUTIVE CUSTOMER RELATIONS, 800 E. WATERMAN, WICHITA, KS 67202
3. Term. The initial term of this Agreement shall be for Sixty (60) months (the "Initial Term"). The Initial Term shall begin
on the date the Equipment is installed and is operational, and when any necessary communications connection is completed. In
the case of the installation of Equipment or the performance of Services at multiple Premises, the Initial Term for each such
individual Premises shall begin on the date the Equipment is installed and is operational at each such individual Premises. In the
case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Term for each
such individual Premises shall begin at each such individual Premises when any necessary communications connection is
completed, or the date the new agreement is signed, whichever occurs last. The term of this Agreement and of each individual
Premises shall automatically renew for successive one (1) year renewal terms unless we receive your written termination notice
at least sixty (60) days before the end of the then current term. In the event that you terminate this Agreement or any individual
Premises prior to the end of the then-current term, you agree to pay us, in addition to all other Charges due prior to termination,
the Charges remaining to be paid for the unexpired portion of the term of this Agreement or of any individual Premises. Customer
acknowledges and agrees that this amount is an agreed upon early termination charge in the nature of liquidated damages, and
is not a penalty.
4. Increases in Charges. We may increase our Service Charges for each Premises after the third year of the Initial Term for
each such Premises (but no more than once in any twelve (12) month period) by giving you thirty (30) days prior written notice.
5. Additional Charges. Additionally, you agree to pay, or to reimburse us if we pay, all false alarm fines and assessments, and
all taxes, fees or other charges of any local governmental authority that relate to the Equipment or our Services, other than taxes
assessed on our net income. You further agree to pay: (a) all telecommunications charges for area code, telephone numbering or
other changes; (b) our then-current charge for reprogramming the Equipment to comply with any area code, telephone numbering
or other changes; (c) any increases in our cost for facilities used for transmitting alarm signals under this Agreement; and (d) our
charges resulting from services we may add to continue to provide the Services to you, due to police, fire or other emergency
response policies of any governmental body, such as physical or visual alarm verification requirements. In addition, you shall be
responsible for modifications to the Equipment due to changes in standards and regulations of governmental or regulatory
authorities, including but not limited to, the Federal Communications Commission (“FCC”), any state or local Fire Marshal, the
National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if
we respond to a service call or alarm at your Premises which is due to your failure to follow operating instructions or to properly
lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of the Equipment. Payment
for such additional charges is due upon receipt of our invoice for such charges.
6. Installation and Sale. (A) We install Equipment according to local codes and ordinances (if applicable) and according to your
particular preferences. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without
interruption during our installer’s normal working hours; (2) The installation may require drilling into various parts of your
Premises; (3) You will provide 120V AC electrical outlets for power equipment in locations designated by the installer; and (4)
You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas
where the installer determines that it is impractical to conceal equipment and wiring. You must within ten (10) days after the
installation is complete, inspect the Equipment and notify us in writing of any problems. Otherwise, you will be deemed to have
conclusively accepted the Equipment. If asbestos or other hazardous materials (“Hazardous Materials”) are encountered during
installation, then installation work will cease until you, at your sole cost and expense, remove such Hazardous Materials.
Protection One shall not be responsible for securing any Premises during the period of installation. (B) Ownership of the
Equipment that we install under this Agreement shall be described in the paragraph titled “Transaction Type” on page 1 of this
Agreement, or on a separate Additional Premises Rider or Schedule of Protection, and shall be one of the following: (i) Outright
Sale. If you have elected to purchase the Equipment, then, except as set forth below, you will own the Equipment we install at
your Premises when you pay the full purchase price described on page 1 of this Agreement, or on a separate Additional Premises
Rider or Schedule of Protection. Notwithstanding anything in this Agreement to the contrary, ownership of (a) any communication
device that makes use of radio, cellular or internet communication paths (including without limitation, all equipment associated
with AlarmNet®) shall be retained by Protection One or its owner, and (b) certain intellectual property associated with the
Equipment and our Services, such as certain software, data and installer/programming codes, shall remain the property of their
respective owners. (ii) Protection One Owned Equipment. We retain ownership of the Equipment we install at your Premises.
Upon the termination of this Agreement or any individual Premises, you agree that we may enter your Premises and remove our
Equipment (including external signs and decals) and/or disable the Equipment. Should you fail or refuse to allow us access to
your Premises, you also agree to: (a) pay us our reasonable charges for the Equipment, and (b) reimburse us for any other costs
(including reasonable attorneys’ fees) that we may incur in seeking to gain access to remove the Equipment and/or to collect
such charges. We have no obligation to repair or redecorate your Premises after any such removal. Our removal, disabling or
abandonment of such Equipment does not constitute a waiver of our right to collect any unpaid Charges. (iii) Third Party
Financed Sale. If you have elected to finance the purchase of some or all of the Equipment with a third party lender or leasing
company, then title to the Equipment may be held by your lender/lessor as security for your loan/lease obligations. The terms of
your agreement with the lender/lessor may require you to maintain insurance, may make you responsible for various other costs
and fees, and may obligate you to pay the lender/lessor regardless of Protection One’s performance hereunder. Protection One
makes no recommendations on lending or leasing sources and is not responsible for your selection of a lending or leasing
source, or the terms of your agreement with the lender/lessor, and Protection One hereby disclaims any and all liability in
connection with your arrangements with your lender/lessor. (iv) Conversion of Existing Equipment. If you currently have
existing and compatible equipment at your Premises, we may utilize such equipment. Such existing Customer owned equipment
shall remain your property. We may elect to repair or replace your nonfunctioning existing equipment to provide our Services and
you agree to pay
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us our then-current charges for any such replacement equipment, and you agree that any repairs needed to make the existing
equipment operational will be performed on a time and materials basis at our then-current time and materials rates. We do not
warrant equipment that we do not install. Our pricing and your costs under this Agreement are based on the assumption that any
existing equipment in your Premises is compatible and is in good operating condition. If we determine that your existing
equipment is incompatible or is not in good operating condition, then additional charges may apply. (C) Risk of Loss. Protection
One is not liable or responsible for any damage, loss or casualty of or to any Equipment from any cause beyond our reasonable
control. NO SUCH DAMAGE, LOSS OR CASUALTY WILL AFFECT YOUR RESPONSIBILITIES AND OBLIGATIONS UNDER
THIS AGREEMENT. Unless you have purchased and paid the full purchase price for the Equipment, in which case the risk of
loss to the Equipment is solely yours, you must keep the Equipment insured against all risks of loss in an amount equal to the
replacement cost and, at our request, have us listed on the policy as the "loss payee."
7. Termination of Services; Default. (A) We may, at any time upon twenty-four (24) hours prior notice, terminate this
Agreement and the Services at our option and without liability if: (1) Our Central Station, equipment or facilities, or the telephone
network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or
retain the transmission connections or authorization to transmit signals between your Premises and our Central Station or
between our Central Station and any Emergency Response Providers; (3) We determine that it is impractical to continue our
Services due to the modification or alteration of your Premises after installation of the Equipment; (4) The Equipment generates
excessive false alarms due to circumstances beyond our reasonable control; or (5) You or your personnel fail to follow our
recommendations to repair or replace any defective parts of the Equipment not covered under the Limited Warranty or Extended
Service Plan (if applicable), or fail to follow operating instructions for, or tamper with, the Equipment. Additionally, upon thirty (30)
days prior notice to you, we may terminate this Agreement for any other reason at our discretion. If we terminate this Agreement
for any of these reasons, then we will refund any advance Service Charges for Services to be provided after the termination date,
less any Equipment Charges still due, but we shall not be liable as a result of any such termination. (B) In addition, you shall be
in breach, and we may, at our option, terminate this Agreement and exercise our remedies for the enforcement of this Agreement
if: (1) You fail to pay any Charges or other amounts due hereunder or under any other agreement you have with us, and such
failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any
other agreement you have with us is determined to be materially untrue; (3) you breach any warranty contained herein or in any
other agreement you have with us; (4) you otherwise fail to comply with any non-monetary obligation or covenant contained
herein or in any other agreement you have with us, and such failure continues for thirty (30) days after we provide written notice
to you; (5) You deny us reasonable access to the Equipment located at any Premises; or (6) You become a debtor in a
bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate allowed on past due amounts.
You agree to pay us all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this
Agreement, including collection expenses, court costs, and reasonable attorneys’ fees. (C) Any default by you under this
Agreement shall also be a default by you under any other agreement between you and us.
8. Representations and Warranties. You represent and warrant that you: (a) requested the Equipment and Services specified
in this Agreement for use in commercial purposes and not for personal, family or household purposes or for or on behalf of a third
party; (b) own the Premises or otherwise have the legal authority to authorize us to install the Equipment in the Premises; (c) will
comply with all laws, codes, and regulations pertaining to the Premises and your use of the Equipment or our Services, and (d)
are not using or passing through any Federal funds for the purpose of paying for any of the Equipment or Services we are
providing under this Agreement.
9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU
AGREE THAT: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR
PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE
INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER
AFFECTED PERSONS AND PROPERTY; (C) OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE
OF THE EQUIPMENT AND SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE
NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT
OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH) TO AFFECTED PERSONS; AND (D) THE EQUIPMENT AND
SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR
OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT OR SEVERITY OF ANY DAMAGES OR
INJURIES THAT MAY BE INCURRED BY YOU AND OTHER PERSONS WHICH COULD BE DUE TO THE FAILURE OF THE
EQUIPMENT OR SERVICES TO WORK AS INTENDED. AS SUCH: (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY
AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND
LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR
INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES; AND (III) EXCEPT AS PROVIDED IN
PARAGRAPH 10 BELOW, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING ALL RIGHTS OF
SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR
INJURIES YOU OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND YOUR ACCOUNT, AS WELL AS VOLUNTARY PAYMENT IN FULL BY YOU, ANY LEGAL
PROCEEDINGS BY US TO COLLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR ANY SALE BY US
OF YOUR ACCOUNT.
10. Indemnity; Limitation of Liability.
(a) Indemnity. We will hold you, your officers, directors, agents and employees, harmless from any claim, demand, losses,
damages, injuries (including death), liabilities or other expenses (“Losses”) to the extent and only to the extent that such Losses
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result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the
scope of employment of such persons while present at a Premises; provided, however, that the terms of this Paragraph 10(a)
shall not apply to, and we shall not in any event be liable for, Losses: (i) arising out of, resulting from, or in any way due or
attributable to, the condition, nonfunctioning, malfunction, faulty design, faulty installation, or failure in any respect of the
Equipment or Services to operate or perform as intended (collectively, “Alarm Failure Events”), regardless of whether such Alarm
Failure Events arise out of the negligent acts or omissions of Protection One, its agents, employees, subcontractors and/or
suppliers (including software suppliers); and/or (ii) any loss of or damage to any computer system or electronic data arising out of,
resulting from, or attributable to, an Alarm Failure Event or your request for our technician to access your systems or program
your firewalls, routers and switches. Any liability of Protection One for Alarm Failure Events or Losses arising out of Alarm Failure
Events is strictly limited pursuant to Paragraph 10(b) below.
(b) Limitation of Liability for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US
SHALL BE LIABLE FOR ANY LOSSES ARISING DIRECTLY OR INDIRECTLY FROM ANY ALARM FAILURE EVENT. WE
ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR THE ADEQUACY OF THE EQUIPMENT DESIGN OR DESIGN
CRITERIA ESTABLISHED BY YOU, YOUR DESIGN PROFESSIONAL, OR LOCAL CODE REQUIREMENTS. IF,
NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH 10(B), WE OR ANY PERSON OR ENTITY AFFILIATED
WITH US ARE DETERMINED TO BE RESPONSIBLE FOR ANY LOSSES ARISING FROM ANY ALARM FAILURE EVENT,
YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED WITH US SHALL BE LIMITED TO $2,000.00.
THIS AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ALARM FAILURE EVENT, EVEN IF CAUSED BY
PROTECTION ONE’S NEGLIGENCE OR THAT OF OUR AFFILIATES OR OUR RESPECTIVE EMPLOYEES OR AGENTS,
BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHER FAULT. AT YOUR REQUEST, WE
MAY IN OUR SOLE DISCRETION AGREE TO ASSUME ADDITIONAL LIABILITY BY THE ATTACHMENT OF AN
AMENDMENT TO THIS AGREEMENT STATING THE EXTENT OF OUR ADDITIONAL LIABILITY AND THE ADDITIONAL
COST TO YOU. YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, WE WOULD
NOT PROVIDE THE EQUIPMENT OR SERVICES.
(c) Intellectual Property Indemnification. If Protection One has received from the manufacturers of the Equipment we install, an
agreement to indemnify and/or defend any claim or suit or proceeding brought against Protection One based on a claim that the
sale, use or transfer of any Equipment is an infringement of any third party's patent or property rights, then Protection One shall
indemnify you and defend you against all such claims to the extent (and only to the extent) such an indemnity and/or defense is
provided by the pertinent Equipment manufacturers. Should you receive notice that the Equipment allegedly infringes the rights of
any third party, you shall promptly notify Protection One in writing, and shall give full authority, information and assistance to
Protection One in connection with its investigation of the claim, and in connection with any settlement or compromise of such
claim made with your consent, which shall not be unreasonably withheld, conditioned or delayed. In addition, Protection One
may, at its sole cost and expense, elect to replace or modify the Equipment so that alleged infringement will not exist; provided,
however, that such replacement equipment or modified equipment will continue to have at least the same functionality and
performance specifications as the Equipment installed pursuant to this Agreement, and shall be acceptable to you in your
reasonable discretion. Protection One shall not have any other liability to you with respect to claims of intellectual property
infringement.
(d) Consequential Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
SPECULATIVE, SPECIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
BUSINESS, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
(e) Survival. The terms of this Paragraph 10 shall survive the termination of this Agreement and of your Account, as well as
voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any
sale by us of your Account.
11. Hold Harmless. If any third party files any claim or legal action against us, or any other person or entity authorized to act on
our behalf, arising from any Alarm Failure Event as defined in Paragraph 10(a) above, then you agree to indemnify, defend and
hold us, completely harmless from any such actions, including all damages, expenses, costs, and attorneys’ fees we incur. This
indemnification shall apply even if such actions arise from our negligence, breach of contract, breach of warranty, strict liability or
other fault (and/or the negligence, breach of contract, breach of warranty, strict liability or other fault of our subcontractors and/or
suppliers, including our software suppliers), subject to our limited liability set forth above. This provision shall survive the
termination of this Agreement and your Account, as well as voluntary payment in full by you, any legal proceedings by us to
collect a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
12. Customer Duties. You agree to: (a) instruct all persons who use the Equipment on its proper use; (b) test the Equipment’s
protective devices and send test signals monthly to our Central Station; (c) turn off, control or remove all air conditioning systems,
heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem with the Equipment
occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of the
Equipment; (f) pay all usage fees imposed by any governmental authority in connection with the Equipment; (g) provide us a
complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is
an emergency at your Premises; (h) provide us any other emergency information we may request; (i) promptly update us in
writing with any changes to your Monitoring Information Schedule; and (j) notify us prior to any change in your phone service,
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including, but not limited to a disconnection of your regular phone line or any change in vendors of your phone service. Your
failure to perform under this Paragraph 12 is a material breach of this Agreement. You agree that we may provide the information
on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or the Equipment. LOCAL
AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE
EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING THE EQUIPMENT, AND MAY
NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIL YOU HAVE OBTAINED,
AT YOUR EXPENSE, ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE OR PERMIT
NUMBER.
13. Services.
A. Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the
Equipment to communicate to our monitoring facility (“Central Station”). When the Central Station receives an alarm signal from
the Equipment (an “Alarm Event”), we will make reasonable efforts, consistent with local laws and our response policies, to
contact the appropriate local emergency response provider (“Emergency Response Provider” or “ERP”), and the first person
designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central
Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a
false alarm. Local governmental regulations and industry standards designed to reduce false alarms may result in conditions or
restrictions on the dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may result in delays of
notification of authorities or require that additional measures be taken to verify the Alarm Event before dispatch. We do not
guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an
Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify
the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in
response to governmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our
policies and procedures for alarm response. Also, you acknowledge and agree that any special instructions provided by you for
the handling of alarm signals must be presented and agreed to by us in writing. We may, in our sole discretion, reject your special
instructions. You understand that any deviation from our normal Alarm Event handling procedures may result in increased risk of
loss or damage to you and your Premises.
(i) Telecommunications. You agree to provide a traditional telephone connection to the Public Switched Telephone Network.
Such
connection shall have priority over any other telephone or other equipment, and shall be within ten (10) feet of the Equipment
control panel. You acknowledge that your use of DSL, ADSL, Digital Phone, or Voice over Internet Protocol (VoIP), or other
internet based phone services may cause signal transmission to our Central Station may be interrupted, and that we do not
recommend use of such services for signal transmission unless supplemented by a backup service which may be provided by us
for an additional charge. If the Equipment is configured to operate over such nontraditional service, or if you change your phone
service to a nontraditional phone service after installation, then you acknowledge that signal transmission may be interrupted by
irregularities or changes in that service, power outages, and other circumstances beyond our control. ACCORDINGLY,
IMMEDIATELY AFTER THE INSTALLATION OF DSL, ADSL, DIGITAL PHONE, VoIP, OR OTHER BROADBAND OR
INTERNET PHONE SERVICE YOU MUST NOTIFY US AND MUST TEST THE EQUIPMENT'S SIGNAL TRANSMISSION
WITH THE CENTRAL STATION. At your request, we may provide alternative forms of alarm communication utilizing your
broadband internet service or a radio or cellular based system. You authorize us, on your behalf, to request services, orders or
equipment from a telephone company or other company providing signal transmission or reception services or facilities under this
Agreement. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the
telecommunication provider’s liability is limited to the same extent our liability is limited pursuant to the terms of this Agreement.
(ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a
connection via a registered telephone jack to a telephone channel required for the Equipment. Such connection shall have priority
over any other telephone or Customer equipment, and shall be within ten (10) feet of the Equipment control panel. At your
request, and at your sole cost and expense, we will provide such connection. You also acknowledge that our Central Station
cannot receive signals should your transmission mode become nonoperational for any reason, and that signals from the digital
communicator cannot be received if the transmission mode is cut, interfered with, or
is otherwise damaged.
(iii) Radio Interface. If connection to our Central Station is to be by radio frequency, such as cellular or private radio, there may
be times when the Equipment will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency
transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms
and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in
rules, regulations and policies of the FCC and other governmental bodies may require discontinuation or modification of some or
all of these Services.
B. Internet Protocol Based Services. If any of the Services you select communicate or transmit over an internet protocol based
service, you acknowledge and agree that: (i) you will maintain 120V AC power supply for each device; (ii) we are not responsible
for your network or internet services, which may be affected by conditions beyond our control, and that any interruptions in your
network or internet service may cause the Services to fail to operate as intended; (iii) you may be required to maintain a static IP
address, which may require you to incur additional costs, and that any changes to your IP address may cause a service
interruption; (iv) you may be required to open certain port(s) on your firewall for proper communication; and (v) you are
responsible for the configuration of your routers, firewalls, switches, and hubs, if applicable, to ensure communication with our
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Central Station.
C. Limited Warranty. Subject to the limitations and exclusions set forth below, during the Warranty Period following installation
reflected on page 1 of this Agreement, or on a separate Additional Premises Rider or Schedule of Protection, we will at our cost,
repair or, at our option, replace, any defective part of the Equipment we install, including wiring, and will make any needed
mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this Paragraph are for
your benefit only, and may not be enforced by any other person. The laws of your state may give you rights in addition to or
different from those described herein.
D. Extended Service Plan. Subject to the limitations and exclusions set forth below, if you have subscribed to our Extended
Service Plan, then in lieu of our Limited Warranty obligation, we will at our cost repair the Equipment we install for the duration of
the term of such Extended Service Plan. Your participation in the Extended Service Plan will automatically renew for successive
thirty (30) day terms at our then-current Extended Service Plan rates unless terminated by either party’s written notice given at
least thirty (30) days before the end of the then-current term. If you subscribe to the Extended Service Plan after the initial
installation, the Equipment must be in good working condition at the time of subscription. To purchase our Extended Service
Plan, call 1-800-GET-HELP.
(i) Extended Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (90) days after installation, we will at our cost, repair or, at
our option, replace, any defective part of our Installed Equipment, including wiring, and will make any needed mechanical adjustments. We may use
reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. After (90)
days with respect to Repair Service pricing, a $25 trip charge will be charged by Dealer for each Repair Service dispatch to the Monitored Location. In addition, if
your equipment ceases working but is not covered by our warranty, Customer is responsible to pay Dealer for any and all costs and fees associated with repairs
or services made to the Equipment, including but not limited to hourly service rates and the cost of replacement parts, all charged at Dealer’s then-current rates.
The laws of your state may give you rights in addition to those described herein.
E. Cameras/Video. We will install and connect the camera devices described in this Agreement at your Premises. You
acknowledge and agree that: (i) the Equipment is being installed at your specific request and is for the safety and security of the
employees, invitees and other persons at the Premises, and for no other purpose; (ii) the Equipment will only be installed in
public areas within the Premises, and will not be installed or utilized in any area where persons have a reasonable expectation of
privacy, such as bathrooms, etc.; and (iii) You will provide adequate illumination under all operational conditions for the proper
operation of the video camera and will provide the 120 AC power supply where required. Based on the following service
selections, the camera(s) will be configured as follows: (1) e-Secure Video: the camera(s) may (i) provide live streaming video
which may be viewed from your Protection One account on a PC with adequate internet connectivity, or (ii) send video related to
specific Alarm Events which may be forwarded to your e-mail account or mobile device. Protection One will not receive or store
these video recordings. (2) Verification Video Service: the Equipment will be configured to send images to an alarm operator for
verification of video images directly associated with fire, burglary, panic, or critical condition alarm signals. If Video Verification is
being furnished under this Contract, Customer agrees and understands that Protection One will access and view Customer’s
images and other data captured by the equipment and endeavor to use said images and other data to provide visual verification
of an alarm event. Further, Customer understands and acknowledges the inherent limitations associated with visual verification,
including without limitation, (i) inadequate illumination of viewing area; (ii) physical obstructions in the field of view of the video
camera and (iii) inadequate receipt, clarity, placement or quality of the images. Protection One does not guarantee that viewing
the images captured by the equipment will result in effective visual verification of events requiring alarm response.Customer
assumes full responsibility for: (a) the placement, direction and presence of equipment; (b) transmission, transfer or other use of
any images or other data captured by the equipment; (c) the manner of use of the equipment and any equipment or data
captured by the equipment; (d) complying with all applicable laws, rules, regulations and ordinances in connection with the use
and operation of the equipment. (3) Remote Tours: an alarm operator will review video images at regular intervals as scheduled
by you for images associated with critical and non-critical events or conditions as defined by you and accepted by us.
F. Radio/Cellular Service. (i) Backup: We will install and connect a radio or cellular transmission device to your alarm System.
The transmission device will be a backup communication link with our Center in the event that your regular telephone service or
primary communication link to our Center is disrupted. (ii) Primary: If you select Primary service, a radio or cellular transmission
device will be your alarm System’s only communications link with our Center. If you have selected Backup or Primary services,
you acknowledge there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that
radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control,
including storms and power failures. Accordingly, the utilization of a backup means of communication with our Center is always
recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may require
discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could
interfere with the proper operation of the entire network communicating with our Center and other communications transmissions.
FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of such a
malfunction or emergency, and you agree to permit access to such persons in such an event. Should you refuse to provide such
access, you agree we will be entitled to obtain an ex parte court order permitting access to either repair or remove the transmitter,
or take such other steps as are appropriate under the circumstances. You agree to pay all reasonable expenses, including
attorneys’ fees, we incur in connection with such proceedings.
G. Wireless Devices. You understand that all wireless devices, including but not limited to, wireless local area network (WLAN
or WiFi) networks and paths, wireless motion detectors, wireless smoke detectors, wireless door and window contacts, wireless
home automation transmitters, and other wireless devices installed under this Contract are not physically connected to the
System (e.g., by electrical wire) and require a radio frequency network or path to operate. THESE WIRELESS DEVICES WILL
NOT OPERATE, AND THE ALARM WILL NOT SOUND, IF THE RADIO FREQUENCY NETWORK OR PATH IS IMPAIRED,
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INTERRUPTED, OR BECOMES INOPERABLE FOR ANY REASON WHATSOEVER. THESE WIRELESS DEVICES MAY USE
FREQUENCIES AND SIGNAL PATHS THAT ARE NOT ENCRYPTED, AND ARE THUS SUBJECT AND VULNERABLE TO,
INTERUPTION, INTERCEPTION, INTERFERRENCE, CORRUPTION, ALTERATION, BLOCKAGE, MANIPULATION, AND
TAMPERING. It is your sole responsibility to maintain all wireless local area network (WLAN or WiFi) networks and paths.
Protection One recommends that you regularly inspect any wireless network and wireless devices and test them weekly to help
maintain continued operation. Protection One also recommends that you carefully read and follow the owner's manual,
instructions and warnings for all equipment, including all wireless devices.
H. e-Secure. If you have subscribed to e-Secure services, you will have access to your monitoring account via an internet or
other connection, and will be able to remotely arm, disarm and make changes to, and receive various notifications from, the
Equipment. Based on your account configuration, you may also receive e-mail, text or video transmissions notifying you of
selected events that occur with the Equipment. You agree that these notifications are not intended to replace our professional
monitoring services and understand that there is inherent risk associated with response to potential Alarm Events. Under no
circumstances will we be liable for any loss, injury or damage of any kind incurred as a result of your response to these
notifications. We are not responsible for any software or hardware purchases necessary for you to remotely access the
Equipment. Also, we are not responsible for your internet, cellular or telecommunication services, which can be affected by
conditions beyond our reasonable control.
I. Direct Connect Services. If this Agreement so indicates, we will install a direct connection to the law enforcement, fire
department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted by the Equipment will be
monitored by the police and/or fire departments or other ERP’s or their agents. You acknowledge and agree that such agencies
are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are
monitored, and/or the response, or lack of response, to such signals by the persons monitoring the Equipment.
J. Inspections. We will provide the number of inspections of the Equipment as specified in this Agreement during our normal
working hours and subject to the conditions and exclusions set forth in Paragraph 14 below.
K. Alarm Verification. If your police or fire department now or in the future requires physical, visual or other verification of an
emergency condition before responding to a request for assistance, then you agree to subscribe to such verification service, or
otherwise comply with such requirements. We may charge an additional fee for such service.
L. Device Verification Service. If you subscribe to Device Verification service, Equipment will be installed which, as to certain
locations in the Premises, requires the activation of two (2) or more sensing devices, requires a second activation of a single
alarm sensor, or requires a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted. You
assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the
alarm sounding and/or transmitting Equipment at the Premises.
M. Vault Protection. You represent and warrant to us that any vault covered under this Agreement by sound or vibration
detection systems has the minimum construction characteristics prescribed by the Underwriters’ Laboratories, Inc. You agree to
test any ultrasonic, microwave, capacitance or other electronic equipment designated in this Agreement prior to setting the
Equipment for closed periods according to procedures established from time to time by Protection One, and to notify us promptly
in the event that such equipment fails to respond to the test.
N. eSuite. If you have subscribed to eSuite services you will have access to the eSuite online web portal where authenticated
users have varying levels of visibility of alarm account activity, contact lists, reporting capabilities and electronic notification
options. Level of functionality will depend on the level of eSuite that you have subscribed to.
O. eVideo. If you have subscribed to eVideo services and a compatible video alarm verification service from Protection 1, you will
have access to view alarm incident video via an eVideo tab on your eSuite account page.
14. Limitations on our Warranty, Extended Service Plan and Service Obligations. We perform repair services only during
our normal working hours which are 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. IF YOU REQUEST US
TO PERFORM REPAIR SERVICES OUTSIDE OF OUR NORMAL WORKING HOURS, THEN WE MAY REQUIRE YOU TO
PAY FOR OUR SERVICES AT OUR THEN-CURRENT RATES FOR LABOR AND PARTS. The Extended Service Plan shall
apply to consumable items such as batteries, and to window foil, security screens and exterior mounted devices, only for the
Warranty Period following installation. In addition, we have no obligation under our Limited Warranty or Extended Service Plan if
we determine that any of the following conditions caused the need for service: (A) Damage resulting from storms, natural
disasters, accidents, acts of God, strikes, riots, floods, terrorism or any other cause beyond Protection One’s reasonable control;
(B) Your failure to properly close or secure a door, window or other point protected by an alarm device, or to properly follow
operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that render it incompatible with
the Equipment or our Central Station; (D) Your failure to provide ordinary maintenance to the Equipment or its components
(repairs due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our
authorized representative to perform service on the Equipment; (E) Physical alterations to your Premises or to the Equipment, or
made necessary by damage to your Premises or the Equipment; or (F) Any of the reasons described in Paragraph 5 above. Our
warranty applies only to Equipment installed by us. You must furnish the necessary electrical power at your expense to obtain
warranty services. Charges for non-covered repairs will be at our then-current labor and material rates, including a minimum visit
or trip charge. OTHER THAN THE LIMITED WARRANTY AND OUR OBLIGATIONS UNDER THE EXTENDED SERVICE
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PLAN (IF SUBSCRIBED TO), WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND WITH RESPECT TO THE
SERVICES WE PERFORM OR THE EQUIPMENT WE PROVIDE UNDER THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A
PARTICULAR PURPOSE.
15. Delays. We shall have no liability for delays in installation of the Equipment or for the consequences thereof, however
caused, or for interruptions of Service or for the consequences thereof, due to strikes, riots, floods, acts of God, terrorism, or any
other causes beyond the reasonable control of Protection One, and Protection One will not be required to provide Services or
substitute services to you while any interruption of Services due to any such causes shall continue.
16. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise,
without our prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, provided you are not in default under this Agreement, you may assign this Agreement in its entirety, without our
consent, in connection with a merger, acquisition, corporate reorganization, or a sale of all or substantially all of your assets, to a
person or entity which expressly assumes and agrees to perform your obligations hereunder. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties, and their respective successors and permitted assigns. We may
assign this Agreement or subcontract any or all of our obligations under this Agreement without your consent and without notice
to you. The provisions of this Agreement (i) apply to and inure to the benefit of each of our assignees, subcontractors and/or
suppliers (including our software suppliers), and (ii) bind you to all such persons or entities with the same force and effect as they
bind you to Protection One. This includes the protections set forth in Paragraphs 9, 10 and 11. In this Agreement, “Services” shall
be deemed to include all alarm monitoring-related services, including but not limited to all such services provided, in whole or in
part, though or in common with any software that we license from our software suppliers.
17. Severability. If any of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid
or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect.
18. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, including any
claim or dispute relating to this Agreement, any of your Premises, the Equipment, our Services, or the Charges due hereunder, or
under any other agreement between you and us (collectively, your “Account”), or the scope of this arbitration provision, you or we
may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in
arbitration, or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. The filing of
a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted
by the American Arbitration Association in accordance with its procedures in effect when the claim is filed. This Paragraph 18 and
any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take
place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable
statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator’s decision will be final and binding,
except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may
appeal the award within thirty (30) days to a three-arbitrator panel which shall review the award de novo. The prevailing party
shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees, from the non-prevailing
party. Judgment upon any arbitral award may be enforced in any court having jurisdiction.
19. Legal Actions. All claims, disputes and legal actions arising under this Agreement (a “Legal Action”) will be governed by the
laws of the State where your Premises is located and any applicable Federal laws, without regard to conflict of law principles.
You agree to file any claim, dispute or Legal Action arising out of this Agreement, the Equipment or our Services (whether based
in negligence, breach of contract, breach of warranty, strict liability, or other fault) within one (1) year after the date the cause of
action for such claim accrued. This provision shall survive the termination of this Agreement and your Account, as well as
voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any
sale by us of your Account.
20. Entire Agreement. This Agreement is the entire agreement between you and us, and supersedes all previous contracts or
agreements between you and us regarding alarm or similar services. You agree that we are not bound by any representation,
promise, condition, inducement or warranty, express or implied, not included in this Agreement. The terms and conditions of this
Agreement shall govern over the provisions of any other document, including but not limited to your purchase orders, with
inconsistent terms.
21. Execution. This Agreement and any signatures on it may be transmitted and delivered by facsimile or other electronic means
(such as email), and all such signatures and electronic transmissions of this Agreement are to be treated as originals for all
purposes and given the same legal force and effect as a signed paper contract. In addition, this Agreement may be signed and
accepted electronically by both parties, and the mutually accepted version of this Agreement, whether printed or electronic, also
is to be treated as an original for all purposes, with the same legal force and effect as a signed paper contract. Your obligations
under this Agreement are binding on all authorized users of the Equipment. Each party has substantially participated in the
drafting and negotiation of this Agreement, and no provision hereof shall be construed against either party by virtue of the fact
that such provision was drafted by such party. Each party represents and warrants that it has the unqualified right to enter this
Agreement, and that it has the right to perform all obligations under this Agreement.
22. Alarm.com If your alarm monitoring system includes Mobile Control, you acknowledge that (i) you have read and accepted
the Alarm.com terms below, and (ii) you must activate your Alarm.com account online pursuant to the instructions given to you by
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us, and until you activate your Alarm.com account, you will only have Alarm.com Signal Forwarding services and NOT Mobile
Control services, which means, among other things, that you will not have the enhanced Mobile Control service, which means,
among other things, that you will not have the enhanced Mobile Control service known as “Entry Delay Crash and Smash,” which
makes it difficult for an intruder to disarm your panel upon entry into your premises. In addition, once your Alarm.com account is
activated, in order to maintain the enhanced Mobile Control services, you must arm/set your alarm system at least once every 30
calendar days. If you fail to arm/set your alarm system at least once every 30 days, then you will automatically and without further
notice only have Alarm.com Signal Forwarding services going forward until such time as you contact us to reactivate your Mobile
Control services. Therefore, we strongly encourage you to activate your Alarm.com account and arm/set your alarm system often,
but at a minimum every 30 days, in order to retain the enhanced Mobile Control services.
Alarm.com TERMS IMPORTANT -- READ CAREFULLY: You have agreed to purchase residential or commercial security,
video, still-photo imaging and/or home automation products and services from an independently owned and operated security
services dealer (“Dealer”) pursuant to an agreement with the Dealer (“Dealer Agreement”). Alarm.com Incorporated, a Delaware
corporation (“Alarm.com” or “us” or “we”), has authorized the Dealer to market and sell Alarm.com’s services (“Services”) to
you with certain hardware and other products, including communication modules, video, imaging and/or home automation
devices (“Equipment”) that enable the Services. Sections A1 through A12 herein constitute the terms and conditions of
Alarm.com’s offering of the Equipment and Services (“Terms”) and are part of your agreement with the Dealer and contain,
among other things, important warranty disclaimers (Section A4) and limitations of liability (Section A5) applicable to
the Services and the Equipment. By signing your agreement with the Dealer, accessing the Alarm.com customer website or
mobile applications, or using any other part of the Services and/or Equipment, you agree to be bound by these Alarm.com Terms.
You agree that these Alarm.com Terms may be enforced by us directly.
A1. Pursuant to the Dealer Agreement, you have agreed to purchase the Services and/or Equipment from the Dealer. The Dealer
is an independent contractor and not an agent of Alarm.com. You acknowledge and agree that (a) you have had the opportunity
to read and review these Alarm.com Terms before entering into the Dealer Agreement, (b) you accept the Alarm.com Terms and
agree to be bound by them, and (c) if, for any reason, you don’t remain an Alarm.com subscriber or if the Services become
unavailable to you for any reason, you will have no right of refund, return or deinstallation with respect to any Services or any
Equipment, except if and to the extent otherwise required by law. We may modify these Alarm.com Terms from time to time to
comply with applicable law.
A2. The Equipment may contain proprietary software of Alarm.com that is embedded in the Equipment. Alarm.com solely owns
and retains all rights, including all intellectual property rights, in the embedded software and all other Alarm.com materials
(together, “Materials”) and Services. You will not (a) use, or cause or permit any other person or entity to use, any Materials or
Services to design, build, market, or sell any similar or substitute product or service, or (b) cause, perform, or permit (i) the
copying, decompilation, disassembly, or other reverse engineering of any Materials, (ii) the transferring or purported resale,
licensing or sublicensing of any Materials, or (iii) the removal, delivery, or exportation of any Materials outside the United States
or any other act in violation of any relevant export laws or regulations.
A3. If your Services include emergency two-way voice over a cellular or internet connection, you acknowledge that the two-way
voice connection may be interrupted or unable to connect, that the call may be dropped, and that the sound quality may be
distorted or impossible to understand. By accepting the emergency two-way voice service you understand and accept the
limitations inherent in cellular and internet technology and the consequences if the technology does not operate as designed. If
your Services include video or still-photo image cameras, the video clips and still-photo images generated from such cameras are
stored on our servers and may be viewed by you only for a limited time based on the quantity of storage you have ordered from
your Dealer. We have no control over and take no responsibility for the placement of cameras and their view. You agree to use
the cameras and associated video and still-photo imaging features of the Services in compliance with all laws, including privacy
and consumer protection laws, and not for any illegal purposes, including invasion of privacy or illicit conduct, and we may
disconnect the cameras from the Services if you, in our sole determination, breach this covenant. We do not guarantee the
receipt, clarity or quality of any images that may be adversely impacted by, for example, lighting, Internet and wireless
communication facilities and transmission quality, electrical interference, weather and other conditions beyond our control. We
may disclose stored video clips and still-photo images in response to a subpoena or a government request or order. If the
Equipment provided by your Dealer includes an Alarm.com image sensor device that also is being used as a motion sensor, then
you understand and accept that the motion sensor may not operate as designed and may be affected by conditions outside our
control, which may cause the device to malfunction or provide false readings. If the Equipment provided by your Dealer includes
home automation devices (such as thermostats, lighting controls and door locks), you understand that such devices may not work
together with the Equipment and Alarm.com Services, and you may be unable to control the devices using the Equipment or
Alarm.com Services. Alarm.com makes no representations or warranties regarding the quality, function or effectiveness of any
such home automation devices.
A4. THE SOLE WARRANTY PROVIDED BY ALARM.COM WITH RESPECT TO THE SERVICES, MATERIALS AND
EQUIPMENT IS A LIMITED WARRANTY TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECTOR BYPASS A
MATERIAL DEFECT IN THE SERVICES, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THESE
ALARM.COM TERMS (“LIMITED WARRANTY”). THE LIMITED WARRANTY IS NOT EXTENDED TO YOU UNLESS YOU
HAVE ACCEPTED THESE ALARM.COM TERMS AND REMAIN BOUND BY THESE TERMS AND CONDITIONS. THE
LIMITED WARRANTY IS FOR YOUR BENEFIT ONLY AND MAY NOT BE ENFORCED BY ANY OTHER PERSON OR ENTITY.
EXCEPT FOR THE LIMITED WARRANTY WITH RESPECT TO SERVICES, ALL SERVICES, EQUIPMENT AND MATERIALS
THAT ARE OR MAY BE PROVIDED BY US ARE PROVIDED “AS IS,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT 190
PERMITTED BY LAW, ALARM.COM DISCLAIMS (A) ALL EXPRESS WARRANTIES TO YOU, OTHER THAN THIS LIMITED
WARRANTY, (B) ALL IMPLIED WARRANTIES TO YOU OF ANY KIND, AND (C) ALL WARRANTIES TO OR FOR THE BENEFIT
OF ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES DISCLAIMED
HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDE ALL WARRANTIES OF MERCHANTABILITY, TITLE,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, QUIET ENJOYMENT, OR NON-
INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTY, THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE, ACCURACY, AND EFFORT OF ALL SERVICES, ALL EQUIPMENT AND ALL ALARM.COM MATERIALS
SHALL BE WITH YOU. ALARM.COM SHALL HAVE NO RESPONSIBILITY FOR EQUIPMENT WHICH IS MANUFACTURED BY
THIRD PARTIES.
A5. (A) YOU AGREE THAT ALARM.COM IS NOT AN INSURER OF YOUR PROPERTY OR THE PERSONAL SAFETY OF
PERSONS IN OR AROUND YOUR PREMISES. THE PRICES THAT WE CHARGE FOR THE SERVICES AND EQUIPMENT
REFLECT THE VALUE OF THE GOODS AND SERVICES WE PROVIDE AND NOT THE VALUE OF YOUR PREMISES OR ITS
CONTENTS OR ANY LOSSES ASSOCIATED WITH PERSONAL INJURY OR DEATH. INSURANCE, IF ANY, COVERING
PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE ON YOUR PREMISES SHALL BE OBTAINED BY YOU FROM A
THIRD PARTY.
(B) ALARM.COM IS NOT ASSUMING RESPONSIBILITY FOR ANY LOSSES (DIRECTOR INDIRECT), IRRESPECTIVE OF
CAUSE, THAT MAY OCCUR EVEN IF DUE TO ALARM.COM’S NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM
ANY OBLIGATION UNDER THESE TERMS OR ANY DEALER AGREEMENT OR OTHER BASIS. IF, NOTWITHSTANDING
THESE TERMS, ALARM.COM IS HELD TO BE LIABLE TO YOU, OR ANY INVITEES, AGENTS, EMPLOYEES OR OTHERS,
FOR BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR UNDER ANY OTHER THEORY OF LEGAL
LIABILITY FOR ANY FAILURE OF THE SERVICES, MATERIALS OR EQUIPMENT, THEN THE LIMITATION OF
ALARM.COM’S LIABILITY FOR ANY AND ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE THE GREATER OF ONE
THOUSAND DOLLARS ($1,000.00) OR THE ANNUAL AMOUNT THAT ALARM.COM RECEIVES FOR YOUR USE OF THE
SERVICES.
(C) YOU HEREBY WAIVE ANY AND ALL CLAIMS FOR DAMAGES EXCEEDING THE LIMITS SET FORTH HEREIN FOR ALL
HARM, DAMAGES, INJURY OR LOSS INCURRED, INCLUDING BUT NOT LIMITED TO ACTUAL, DIRECT, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION,
LOSS OF PROFITS, PERSONAL INJURY OR DEATH. UNDER NO CIRCUMSTANCES WILL ALARM.COM BE LIABLE TO
YOU FOR ANY CONSEQUENTIAL DAMAGES.
(D) YOU MAY OBTAIN FROM ALARM.COM A HIGHER LIMITATION OF LIABILITY BY PAYING AN ADDITIONAL FEE TO US. IF
YOU ELECT THIS OPTION, A RIDER WILL BE ATTACHED TO THESE ALARM.COM TERMS WHICH WILL SET FORTH THE
AMOUNT OF THE HIGHER LIMITATION OF LIABILITY AND THE AMOUNT OF THE FEE. AGREEING TO THE HIGHER
LIMITATION OF LIABILITY DOES NOT MEAN THAT ALARM.COM IS AN INSURER. YOU WAIVE ALL SUBROGATION AND
OTHER RIGHTS OF RECOVERY AGAINST US THAT ANY INSURER OR OTHER PERSON MAY HAVE AS A RESULT OF
PAYING ANY CLAIM FOR HARM, DAMAGES, INJURY OR LOSS TO YOU OR ANY OTHER PERSON OR ENTITY.
A6. You agree and acknowledge that the Services, Materials and Equipment may not detect, observe, view, or prevent an
unauthorized intrusion onto the premises or any other emergency condition such as fire, smoke, carbon monoxide, medical
emergencies or water damage. You agree and acknowledge that the use of the Services, Materials and/or Equipment is
voluntary.
A7. If any of your employees, guests, relatives, invitees, or insurers, or any other person or entity connected to you, or any
person or entity who seeks to assert rights they claim are derived from your relationship with Alarm.com, attempts to hold
Alarm.com responsible for any harm, damages, injury or loss (including property damage, personal injury or death) connected
with or resulting from any alleged (a) failure of the Services, Materials or Equipment, (b) negligence (including gross negligence),
(c) improper or careless activity of Alarm.com, or (d) claim for indemnification or contribution, then you will repay to us (i) any
amount that we are required to pay or that we agree to pay in settlement of the claim, and (ii) the amount of our reasonable
attorney’s fees and any other losses and costs that we may incur in connection with the harm, damages, injury or loss.
A8. You understand and agree that these Alarm.com Terms, and particularly Sections A4, A5, A6, A7, and A8, shall (a) apply to
and protect the employees, officers, shareholders, parent companies, directors, agents, licensors, representatives,
subcontractors, affiliates and assignees of Alarm.com, and (b) be binding on your heirs, administrators, custodians, trustees,
agents and successors.
A9. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT NO LAWSUIT OR ANY OTHER LEGAL PROCEEDING
CONNECTED WITH THE SERVICES OR EQUIPMENT SHALL BE BROUGHT OR FILED BY YOU MORE THAN ONE (1)
YEAR AFTER THE INCIDENT GIVING RISE TO THE CLAIM OCCURRED. IN ADDITION, TO THE EXTENT PERMITTED BY
LAW, ANY SUCH LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY, AND EACH PARTY GIVES UP ANY
RIGHT TO A JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BRING ANY CLASS
ACTION LAWSUIT AGAINST ALARM.COM OR BE A REPRESENTATIVE PLAINTIFF OR PLAINTIFF CLASS MEMBER IN
ANY SUCH LAWSUIT.
A10. These Alarm.com Terms shall be governed by the law of the State of Delaware, without giving effect to its rules of conflict of
laws. If you are a resident or business located in the State of California, the following applies to you: If either you or Alarm.com
commences a lawsuit for a dispute arising under or related to these Alarm.com Terms or in any way relating to the Services, such
suit shall be submitted to general judicial reference in Los Angeles, California pursuant to California Code of Civil Procedure
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section 638 et seq. and 641 through 645.1 or any successor statutes thereto.
A11. If any provision of these Alarm.com Terms or the application of any such provision to any person, entity or circumstance
shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of these Alarm.com Terms. The parties intend that all disclaimers of warranties, limitations of liability, and exclusions of
damages in these Alarm.com Terms shall be upheld and applied to the maximum extent permitted by law. Alarm.com is an
intended third-party beneficiary of these Alarm.com Terms and shall have the right to enforce and/or otherwise invoke any and all
provisions set forth in any of these Alarm.com Terms directly. The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.”
A12. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER
WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT YOU ARE
NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN ALARM.COM AND THE UNDERLYING CARRIER. IN
ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND
CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU AND YOU HEREBY
WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR.
LICENSE INFORMATION: AL Complaints against licensees may be directed to the Alabama Electronic Security Board of
Licensure, 7956 Vaughn Rd., Montgomery 36116, (334) 264-9388; AK 37950, 5520 Lake Otis Pkwy., Anchorage, AK 99507; AR
CMPY.0002133, Regulated by Arkansas Bd. of Private Investigators & Private Security Agencies, #1 State Police Plaza Dr., Little
Rock, AR 72209, (501) 618-8600; AZ ROC 279591; CA ACO7155, alarm company operators are licensed and regulated by the
Bureau of Security & Investigative Services, Dept. of Consumer Affairs, Sacramento, CA 95814, 974443, PPO17232; CT
ELC.0106069-L5; DC ECS902743; FL EF0001121; GA LVA205265, -205326, -205572, -205679, -205939, -205944, -205519
LVU405673, -004349, -406440; HI CT-32297; ID ELE-SC-2643; IL 124001792; LA F1639, F1640, F1643, F1654, F1655; MA
172C; MI 3602207209, 5103397 - 6060 Torrey Rd., Ste. D, Flint, MI 48507; MN TS650251; NC Alarm Systems Licensing Board,
4901 Glenwood Avenue, Suite 200, Raleigh, NC 27612 (919) 788-5320; 7535P2, 7561P2, 7562P10, 7563P7, 7565P1, 7566P9,
7564P4; NM 374838; NV 0077105; NJ Electrical Contractor Lic. #’s 34FA00140500, 34BA00179000 - 200 East Park, Ste. 200,
Mt. Laurel, NJ 08054; NY 12000305615, Licensed by NYS Dept. of State; OH 50-18-0018, 50-25-0023, 50-29-0003, 50-31-0014,
50-48-0008, 50-50-0005, 50-76-0006, 50-89-0016, 53-89-1726; OK 1995; OR 196560; PA Pennsylvania Home Improvement
Contractor Registration Number: PA090797; RI 35683; TN ACC-1688, -1689, -1690, -1691, -1692, -1693, -1694, -1695, -1696;
TX B17944 -1817 W. Braker Ln. Ste. 400, Austin 78758 - Texas Private Security Bureau, 5805 N. Lamar Blvd., Austin 78752; UT
8289653; VA 11-7345, 11-7348, 11-7351, 11-7354, 11-7598, 11-7900, 11-8205, 11-8353, 11-8447 2705147728 Class B
Contractor Classification ESC; WA ADTLLL881DO, 11824 N Creek Pkwy #105, Bothell, WA 98011; WI 1210943; WV 049758.
MS 15019511
(REMAINDER OF PAGE INTENTIONALLY BLANK - SIGNATURES ON FOLLOWING PAGE)
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Signatures
NOTICE: Our charges under this agreement are based on your agreement to receive and pay for the services for a full Sixty
(60) month term.
IF THIS AGREEMENT IS TERMINATED BY YOU PRIOR TO THE END OF THE THEN-CURRENT TERM, EXCEPT AS
OTHERWISE PROVIDED HEREIN, YOU AGREE TO PAY US THE SERVICE CHARGES THAT WOULD HAVE BEEN
PAYABLE BY YOU FOR THE REMAINING TERM OF THE AGREEMENT BUT FOR THE EARLY TERMINATION HEREOF.
ATTENTION IS DIRECTED TO THE WARRANTY, LIMITATION OF LIABILITY AND OTHER TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT.
This Agreement is not binding upon Protection One unless and until either signed by an Authorized Manager of Protection One, or
we begin the installation of Equipment or provision of Services. You acknowledge that you may not receive a copy of this
Agreement signed by Protection One's Authorized Manager, and that such lack of receipt shall not, in any way, invalidate or
otherwise affect this Agreement.
•I am at least 18 years of age, and the information I have provided is true and correct to the best of my
knowledge.
•I have read, understood, and agree to this Agreement, which contains important information regarding the
Equipment and Services provided by Protection One.
•I understand and agree that the placement of my signature electronically on this page constitutes my electronic
signature for this Commercial Schedule of Protection Proposal and Sales Agreement, which is a valid and binding
signature under the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act").
[[SertifiSStamp_1]][[SertifiSStamp_2]]
Customer Signature Protection One Authorized Manager 193
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
19. ADT Commercial Security Proposal: City Hall
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Branch:0092 Sales Representative:James McCane Today's Date:8/27/2019
Customer Information
Business Name:TYBEE CITY HALL Phone:(912)844-6742
Address:403 BUTLER AVE Billing Address:403 BUTLER AVE
TYBEE ISLAND, GA 31328 TYBEE ISLAND, GA 31328
Customer agrees to pay the Total Equipment and Installation Charge shown above, plus applicable taxes (collectively, the
"Equipment Charges"). Simultaneously with the execution of this Agreement, Customer shall pay $16,800.81 of these Equipment
Charges, with a remaining balance of $0.00 to be paid upon completion of the installation and as a precondition of activation of
the Equipment and, if applicable, connection to the Central Station or direct connection service.
Financial Summary
Site Location Information
Location Name: TYBEE CITY HALL
Address:403 BUTLER AVE
TYBEE ISLAND, GA 31328
Site #:0 Phone:(912)844-6742
System Design Information
System Design Name:DMP Access /BA Design Job #:
Transaction Type
P1 Owned
Warranty Period Extended Service Plan
12 Months Included In Rate
Services
Total Equipment and Installation Charge: $16,800.81
Recurring Service Charges: $552.93 per month
In addition to the Equipment Charges, Customer agrees to pay the Recurring Service Charges shown above, plus applicable
taxes (collectively, the "Service Charges") for the usage of any Protection One Owned Equipment and any other recurring
services selected, such Service Charges to be paid Monthly, in advance. Customer has made an advance payment of Service
Charges in the amount of $0.00 at the time of sale.
COMMERCIAL SCHEDULE OF PROTECTION
PROPOSAL AND SALES AGREEMENT
Licenses and Permit Charge: $0.00
Customer agrees to pay the total Licenses and Permit Charge shown above (collectively, the "License and Permit Charge").
Customer shall pay $0.00 at the time of sale.
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Equipment List
Quantity Material Code Description
1 7060-W Keypad, Lcd, Green Backlight, Shortcut Keys, White,
3 1141-W Wireless wall mount panic button
4 1101-W Wireless Door/Window Sensor, Universal Transmitter, internal contact and terminal for wiring
an exte
1 1100R-W Wireless Repeater For Xr And Xt
1 1100XH-W High Power Receiver For Xr150 And Xr550 Wireless Systems
7 86562 12V-7AH SEALED LEAD ACID
15 734 Wiegand Interface Module For Door Access
15 T.REX-LT-NL T.Rex Request To Exit Detector, W/ Tamper And Timer, No Logo, White
11 423U Exit Switch, 2 Inches, Push To Exit Button, Green Illuminated Lens, 1-Gang, Integrated 1-60
Second T
3 AL600ULM Al600Ulx W/Mom5 Intrfce Instld
15 PP-6005B ProxPoint Plus Proximity Reader
5 1326/10 ProxCard II Card, 10 pack
2,000 WG-31035512 22/4 SOL CMP/FT6 5C
2,000 WG-31141112 18/2 STR CMP/FT6 1M BX NAT
2,000 WG-50881101 24/4PR CAT5E CMP/FT6 1M BX WHT
1 SYSTEM LINK End-User Management Software on CD with Manual
1 1301P Computer Prox Reader (for use with Remote Link, System Link and Entr)
4 B-6 Beige Wire Channel - 1/2in x 48in - 6 pack
1 XR550DNL-G Control Panel, XR550, 574 ZONES,DIALER/NET,350-G ENCL,INC 50VA TRANSFRMR
1 1135-W Wireless Siren For Xtl, Xt, And Xr Series Panels
Equipment & Installation $16,800.81
Monthly Fee $552.93
DMP Access /BA Design
Extended Service Plan Extended Service Plan
Monitoring Burglary
Holdup (Silent, Com. Only)
Signaling Alarm Communication by Conventional Telephone: Primary
DMP Advanced Reporting: 15
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Scope Of Work
Based on the site survey, ADT will do:
•Install a burglar alarm control panel in the IT room as per design document
•Install wireless receiver in the IT room
•Install a keypad inside the front door (replaces old keypad)
•Install 4 wireless door contacts as per design document
•Install 3 wireless holdup buttons
•Install an indoor siren as per design document
•Test and Program panel
•Train users on Keypad
Based on the site survey, ADT will do:
•Install Access Control panel (15 doors total) in IT room and connect to customers internet
•Install power supply in IT room
•Install 15 card readers
•Install REX and Push To Exit hardware at the doors with Mag Locks
•Train customer on enrollment and other functions
The Customer is responsible for:
•Work to be done by Locksmith (Estimate provided by locksmith sub)
•Register the Alarm System with, the local Authority Having Jurisdiction per Local Ordinance & Law.
•Provide immediate access to all areas of the premise as involved with, the installation of the Commercial Security Alarm System as
listed and described.
•Provide active power service including 110v outlets to be located near the Alarm Control Panel and Access Control Panels.
•All costs if, any to repair or replace existing Security Alarm Equipment and/or cable if, found by ADT to be damaged or otherwise not
operational at time of installation.
The AHJ (Authority Having Jurisdiction) may review the system plans and approve installation and service. Any changes required by the AHJ
shall be implemented at the Customer's expense
NOTE: No other equipment, materials, services nor labor is implied nor to be presumed by either, the Customer or ADT Security
Solutions other than specifically listed and described in writing within the ADT Agreement and/or Agreement Rider as to be
reviewed, signed & mutually approved by both, the Customer's Authorized Representative & ADT prior to installation & activation
of service.
Installing BA and AC. 15 doors of AC must use mag locks on internal doors and strikes on external doors (to be subbed to
locksmith)
BA consists of 3 wireless Panic buttons, 4 Wireless Door Contacts.
1. Premises. Customer (“Customer” or “you”), as a commercial enterprise, may now or in the future have one or more physical
business locations (“Premises”) for which you desire to obtain from Protection One, a division of ADT, LLC, (“Protection One,”
“we” or “us”) various Equipment and Services. Each of your Premises to be covered by this Agreement shall be listed and
described in this Agreement or in a separate Additional Premises Rider which may be completed and executed by the parties.
This Agreement will supersede and govern over any inconsistent provisions contained in any other prior agreements, written or
oral, between the parties concerning any Premises covered by this Agreement.
2. Charges. In consideration of the Equipment and Services we provide hereunder, you agree to pay Protection One the
Equipment Charges and the Service Charges shown above, any activation or other fees, plus applicable taxes (collectively, the
“Charges”), in accordance with the Payment Terms set forth above. OUR CHARGES UNDER THIS AGREEMENT ARE BASED
ON YOUR AGREEMENT TO RECEIVE AND PAY FOR THE SERVICES FOR AT LEAST THE FULL INITIAL TERM
DESCRIBED IN PARAGRAPH 3 BELOW. If you prepay the total amount due under this Agreement prior to the end of the Initial
Term of this Agreement, then there is no penalty or refund except as otherwise provided herein. Payment of the Equipment
Master Terms And Conditions
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Charges is a precondition to the activation of the Equipment and any Services you have selected. We may impose a one-time
late charge on each payment that is more than ten (10) days past due, which shall be $5.00 or the highest amount permitted by
law, whichever is less. We may impose returned check charges of up to $25.00 on each returned check. You consent and
authorize us to: (i) report your payment performance under this Agreement to credit reporting agencies; (ii) obtain and transmit
your Taxpayer ID Number to our affiliates and credit reporting agencies for purposes of verifying your credit history and rating;
and (iii) record our telephone conversations with you and the users of the Equipment and Services for verification and quality
control purposes. YOU AGREE NOT TO SEND PROTECTION ONE PAYMENTS MARKED “PAID IN FULL,” "WITHOUT
RECOURSE", OR WITH SIMILAR LANGUAGE. IF YOU SEND SUCH A PAYMENT, WE MAY ACCEPT IT WITHOUT LOSING
ANY OF OUR RIGHTS UNDER THIS AGREEMENT OR AT LAW, AND YOU WILL REMAIN OBLIGATED TO PAY ALL
FURTHER AMOUNTS OWED TO US. ALL WRITTEN COMMUNICATIONS CONCERNING DISPUTED AMOUNTS,
INCLUDING ANY CHECK OR OTHER PAYMENT INSTRUMENT THAT INDICATES THAT THE PAYMENT CONSTITUTES
"PAYMENT IN FULL" OF THE AMOUNT OWED OR THAT IS TENDERED WITH OTHER CONDITIONS OR LIMITATIONS OR
IN FULL SATISFACTION OF A DISPUTED AMOUNT, MUST BE MAILED OR DELIVERED TO US AT: PROTECTION ONE,
ATTENTION: EXECUTIVE CUSTOMER RELATIONS, 800 E. WATERMAN, WICHITA, KS 67202
3. Term. The initial term of this Agreement shall be for Sixty (60) months (the "Initial Term"). The Initial Term shall begin
on the date the Equipment is installed and is operational, and when any necessary communications connection is completed. In
the case of the installation of Equipment or the performance of Services at multiple Premises, the Initial Term for each such
individual Premises shall begin on the date the Equipment is installed and is operational at each such individual Premises. In the
case of a system takeover or renewal of an existing agreement where no new equipment is installed, the Initial Term for each
such individual Premises shall begin at each such individual Premises when any necessary communications connection is
completed, or the date the new agreement is signed, whichever occurs last. The term of this Agreement and of each individual
Premises shall automatically renew for successive one (1) year renewal terms unless we receive your written termination notice
at least sixty (60) days before the end of the then current term. In the event that you terminate this Agreement or any individual
Premises prior to the end of the then-current term, you agree to pay us, in addition to all other Charges due prior to termination,
the Charges remaining to be paid for the unexpired portion of the term of this Agreement or of any individual Premises. Customer
acknowledges and agrees that this amount is an agreed upon early termination charge in the nature of liquidated damages, and
is not a penalty.
4. Increases in Charges. We may increase our Service Charges for each Premises after the third year of the Initial Term for
each such Premises (but no more than once in any twelve (12) month period) by giving you thirty (30) days prior written notice.
5. Additional Charges. Additionally, you agree to pay, or to reimburse us if we pay, all false alarm fines and assessments, and
all taxes, fees or other charges of any local governmental authority that relate to the Equipment or our Services, other than taxes
assessed on our net income. You further agree to pay: (a) all telecommunications charges for area code, telephone numbering or
other changes; (b) our then-current charge for reprogramming the Equipment to comply with any area code, telephone numbering
or other changes; (c) any increases in our cost for facilities used for transmitting alarm signals under this Agreement; and (d) our
charges resulting from services we may add to continue to provide the Services to you, due to police, fire or other emergency
response policies of any governmental body, such as physical or visual alarm verification requirements. In addition, you shall be
responsible for modifications to the Equipment due to changes in standards and regulations of governmental or regulatory
authorities, including but not limited to, the Federal Communications Commission (“FCC”), any state or local Fire Marshal, the
National Fire Protection Association, Underwriters Laboratories, fire or police department. You agree to pay a service charge if
we respond to a service call or alarm at your Premises which is due to your failure to follow operating instructions or to properly
lock or close a window, door or other protected point, or improper or unauthorized adjustment to any of the Equipment. Payment
for such additional charges is due upon receipt of our invoice for such charges.
6. Installation and Sale. (A) We install Equipment according to local codes and ordinances (if applicable) and according to your
particular preferences. Installation of Equipment is subject to the following conditions: (1) We can access your Premises without
interruption during our installer’s normal working hours; (2) The installation may require drilling into various parts of your
Premises; (3) You will provide 120V AC electrical outlets for power equipment in locations designated by the installer; and (4)
You will be responsible for lifting and replacing carpeting, if required, for installation of floor mats or wiring. There may be areas
where the installer determines that it is impractical to conceal equipment and wiring. You must within ten (10) days after the
installation is complete, inspect the Equipment and notify us in writing of any problems. Otherwise, you will be deemed to have
conclusively accepted the Equipment. If asbestos or other hazardous materials (“Hazardous Materials”) are encountered during
installation, then installation work will cease until you, at your sole cost and expense, remove such Hazardous Materials.
Protection One shall not be responsible for securing any Premises during the period of installation. (B) Ownership of the
Equipment that we install under this Agreement shall be described in the paragraph titled “Transaction Type” on page 1 of this
Agreement, or on a separate Additional Premises Rider or Schedule of Protection, and shall be one of the following: (i) Outright
Sale. If you have elected to purchase the Equipment, then, except as set forth below, you will own the Equipment we install at
your Premises when you pay the full purchase price described on page 1 of this Agreement, or on a separate Additional
Premises Rider or Schedule of Protection. Notwithstanding anything in this Agreement to the contrary, ownership of (a) any
communication device that makes use of radio, cellular or internet communication paths (including without limitation, all
equipment associated with AlarmNet®) shall be retained by Protection One or its owner, and (b) certain intellectual property
associated with the Equipment and our Services, such as certain software, data and installer/programming codes, shall remain
the property of their respective owners. (ii) Protection One Owned Equipment. We retain ownership of the Equipment we install
at your Premises. Upon the termination of this Agreement or any individual Premises, you agree that we may enter your
Premises and remove our Equipment (including external signs and decals) and/or disable the Equipment. Should you fail or
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refuse to allow us access to your Premises, you also agree to: (a) pay us our reasonable charges for the Equipment, and (b)
reimburse us for any other costs (including reasonable attorneys’ fees) that we may incur in seeking to gain access to remove the
Equipment and/or to collect such charges. We have no obligation to repair or redecorate your Premises after any such removal.
Our removal, disabling or abandonment of such Equipment does not constitute a waiver of our right to collect any unpaid
Charges. (iii) Third Party Financed Sale. If you have elected to finance the purchase of some or all of the Equipment with a
third party lender or leasing company, then title to the Equipment may be held by your lender/lessor as security for your
loan/lease obligations. The terms of your agreement with the lender/lessor may require you to maintain insurance, may make you
responsible for various other costs and fees, and may obligate you to pay the lender/lessor regardless of Protection One’s
performance hereunder. Protection One makes no recommendations on lending or leasing sources and is not responsible for
your selection of a lending or leasing source, or the terms of your agreement with the lender/lessor, and Protection One hereby
disclaims any and all liability in connection with your arrangements with your lender/lessor. (iv) Conversion of Existing
Equipment. If you currently have existing and compatible equipment at your Premises, we may utilize such equipment. Such
existing Customer owned equipment shall remain your property. We may elect to repair or replace your nonfunctioning existing
equipment to provide our Services and you agree to pay us our then-current charges for any such replacement equipment, and
you agree that any repairs needed to make the existing equipment operational will be performed on a time and materials basis at
our then-current time and materials rates. We do not warrant equipment that we do not install. Our pricing and your costs under
this Agreement are based on the assumption that any existing equipment in your Premises is compatible and is in good operating
condition. If we determine that your existing equipment is incompatible or is not in good operating condition, then additional
charges may apply. (C) Risk of Loss. Protection One is not liable or responsible for any damage, loss or casualty of or to any
Equipment from any cause beyond our reasonable control. NO SUCH DAMAGE, LOSS OR CASUALTY WILL AFFECT YOUR
RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT. Unless you have purchased and paid the full purchase
price for the Equipment, in which case the risk of loss to the Equipment is solely yours, you must keep the Equipment insured
against all risks of loss in an amount equal to the replacement cost and, at our request, have us listed on the policy as the "loss
payee."
7. Termination of Services; Default. (A) We may, at any time upon twenty-four (24) hours prior notice, terminate this
Agreement and the Services at our option and without liability if: (1) Our Central Station, equipment or facilities, or the telephone
network, are destroyed, damaged or malfunction so that it is impractical for us to continue the Services; (2) We cannot acquire or
retain the transmission connections or authorization to transmit signals between your Premises and our Central Station or
between our Central Station and any Emergency Response Providers; (3) We determine that it is impractical to continue our
Services due to the modification or alteration of your Premises after installation of the Equipment; (4) The Equipment generates
excessive false alarms due to circumstances beyond our reasonable control; or (5) You or your personnel fail to follow our
recommendations to repair or replace any defective parts of the Equipment not covered under the Limited Warranty or Extended
Service Plan (if applicable), or fail to follow operating instructions for, or tamper with, the Equipment. Additionally, upon thirty (30)
days prior notice to you, we may terminate this Agreement for any other reason at our discretion. If we terminate this Agreement
for any of these reasons, then we will refund any advance Service Charges for Services to be provided after the termination date,
less any Equipment Charges still due, but we shall not be liable as a result of any such termination. (B) In addition, you shall be
in breach, and we may, at our option, terminate this Agreement and exercise our remedies for the enforcement of this Agreement
if: (1) You fail to pay any Charges or other amounts due hereunder or under any other agreement you have with us, and such
failure continues for ten (10) days after we provide written notice to you; (2) Any representation you have made herein or in any
other agreement you have with us is determined to be materially untrue; (3) you breach any warranty contained herein or in any
other agreement you have with us; (4) you otherwise fail to comply with any non-monetary obligation or covenant contained
herein or in any other agreement you have with us, and such failure continues for thirty (30) days after we provide written notice
to you; (5) You deny us reasonable access to the Equipment located at any Premises; or (6) You become a debtor in a
bankruptcy or other insolvency proceeding. We may charge you interest at the highest legal rate allowed on past due amounts.
You agree to pay us all reasonable costs, fees and expenses incurred by us in connection with the enforcement of this
Agreement, including collection expenses, court costs, and reasonable attorneys’ fees. (C) Any default by you under this
Agreement shall also be a default by you under any other agreement between you and us.
8. Representations and Warranties. You represent and warrant that you: (a) requested the Equipment and Services specified
in this Agreement for use in commercial purposes and not for personal, family or household purposes or for or on behalf of a third
party; (b) own the Premises or otherwise have the legal authority to authorize us to install the Equipment in the Premises; (c) will
comply with all laws, codes, and regulations pertaining to the Premises and your use of the Equipment or our Services, and (d)
are not using or passing through any Federal funds for the purpose of paying for any of the Equipment or Services we are
providing under this Agreement.
9. We Are Not an Insurer. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU
AGREE THAT: (A) WE ARE NOT AN INSURER OF YOU, PERSONS WORKING OR OTHERWISE PRESENT AT YOUR
PREMISES, OR OF YOUR PREMISES OR ITS CONTENTS; (B) IT IS YOUR RESPONSIBILITY TO OBTAIN ADEQUATE
INSURANCE COVERING YOU, YOUR PREMISES AND ITS CONTENTS, YOUR EMPLOYEES, INVITEES AND OTHER
AFFECTED PERSONS AND PROPERTY; (C) OUR CHARGES ARE BASED ON THE DETERRENCE AND OTHER VALUE
OF THE EQUIPMENT AND SERVICES WE PROVIDE AND OUR LIMITED LIABILITY UNDER THIS AGREEMENT, AND ARE
NOT BASED ON THE VALUE OF YOUR PREMISES OR ITS CONTENTS, OR THE LIKELIHOOD OR POTENTIAL EXTENT
OR SEVERITY OF PERSONAL INJURY (INCLUDING DEATH) TO AFFECTED PERSONS; AND (D) THE EQUIPMENT AND
SERVICES MAY NOT ALWAYS OPERATE AS INTENDED FOR VARIOUS REASONS, INCLUDING OUR NEGLIGENCE OR
OTHER FAULT. WE CANNOT PREDICT THE POTENTIAL AMOUNT, EXTENT OR SEVERITY OF ANY DAMAGES OR
INJURIES THAT MAY BE INCURRED BY YOU AND OTHER PERSONS WHICH COULD BE DUE TO THE FAILURE OF THE
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EQUIPMENT OR SERVICES TO WORK AS INTENDED. AS SUCH: (I) YOU AGREE THAT THE LIMITS ON OUR LIABILITY
AND THE WAIVERS AND INDEMNITIES SET FORTH IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND
LIABILITIES BETWEEN YOU, US AND ANY AFFECTED THIRD PARTIES; (II) YOU WILL LOOK EXCLUSIVELY TO YOUR
INSURER FOR FINANCIAL PROTECTION FROM SUCH RISKS AND LIABILITIES; AND (III) EXCEPT AS PROVIDED IN
PARAGRAPH 10 BELOW, YOU WAIVE ALL RIGHTS AND REMEDIES AGAINST US, INCLUDING ALL RIGHTS OF
SUBROGATION, THAT YOU, ANY INSURER OR ANY OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR
INJURIES YOU OR OTHERS MAY INCUR. THIS PARAGRAPH 9 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND YOUR ACCOUNT, AS WELL AS VOLUNTARY PAYMENT IN FULL BY YOU, ANY LEGAL
PROCEEDINGS BY US TO COLLECT A DEBT OWED BY YOU, ANY BANKRUPTCY BY YOU, AND/OR ANY SALE BY US
OF YOUR ACCOUNT.
10. Indemnity; Limitation of Liability.
(a) Indemnity. We will hold you, your officers, directors, agents and employees, harmless from any claim, demand, losses,
damages, injuries (including death), liabilities or other expenses (“Losses”) to the extent and only to the extent that such Losses
result solely and directly from the negligent acts or omissions of Protection One, its agents or employees, during and within the
scope of employment of such persons while present at a Premises; provided, however, that the terms of this Paragraph 10(a)
shall not apply to, and we shall not in any event be liable for, Losses: (i) arising out of, resulting from, or in any way due or
attributable to, the condition, nonfunctioning, malfunction, faulty design, faulty installation, or failure in any respect of the
Equipment or Services to operate or perform as intended (collectively, “Alarm Failure Events”), regardless of whether such Alarm
Failure Events arise out of the negligent acts or omissions of Protection One, its agents, employees, subcontractors and/or
suppliers (including software suppliers); and/or (ii) any loss of or damage to any computer system or electronic data arising out of,
resulting from, or attributable to, an Alarm Failure Event or your request for our technician to access your systems or program
your firewalls, routers and switches. Any liability of Protection One for Alarm Failure Events or Losses arising out of Alarm Failure
Events is strictly limited pursuant to Paragraph 10(b) below.
(b) Limitation of Liability for Alarm Failure Events. NEITHER WE NOR ANY PERSON OR ENTITY AFFILIATED WITH US
SHALL BE LIABLE FOR ANY LOSSES ARISING DIRECTLY OR INDIRECTLY FROM ANY ALARM FAILURE EVENT. WE
ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR THE ADEQUACY OF THE EQUIPMENT DESIGN OR DESIGN
CRITERIA ESTABLISHED BY YOU, YOUR DESIGN PROFESSIONAL, OR LOCAL CODE REQUIREMENTS. IF,
NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH 10(B), WE OR ANY PERSON OR ENTITY AFFILIATED
WITH US ARE DETERMINED TO BE RESPONSIBLE FOR ANY LOSSES ARISING FROM ANY ALARM FAILURE EVENT,
YOUR CLAIMS AGAINST US AND/OR ANY PERSON OR ENTITY AFFILIATED WITH US SHALL BE LIMITED TO $2,000.00.
THIS AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ALARM FAILURE EVENT, EVEN IF CAUSED BY
PROTECTION ONE’S NEGLIGENCE OR THAT OF OUR AFFILIATES OR OUR RESPECTIVE EMPLOYEES OR AGENTS,
BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHER FAULT. AT YOUR REQUEST, WE MAY
IN OUR SOLE DISCRETION AGREE TO ASSUME ADDITIONAL LIABILITY BY THE ATTACHMENT OF AN AMENDMENT
TO THIS AGREEMENT STATING THE EXTENT OF OUR ADDITIONAL LIABILITY AND THE ADDITIONAL COST TO YOU.
YOU AGREE THAT WERE WE TO HAVE LIABILITY GREATER THAN THAT STATED ABOVE, WE WOULD NOT PROVIDE
THE EQUIPMENT OR SERVICES.
(c) Intellectual Property Indemnification. If Protection One has received from the manufacturers of the Equipment we install, an
agreement to indemnify and/or defend any claim or suit or proceeding brought against Protection One based on a claim that the
sale, use or transfer of any Equipment is an infringement of any third party's patent or property rights, then Protection One shall
indemnify you and defend you against all such claims to the extent (and only to the extent) such an indemnity and/or defense is
provided by the pertinent Equipment manufacturers. Should you receive notice that the Equipment allegedly infringes the rights of
any third party, you shall promptly notify Protection One in writing, and shall give full authority, information and assistance to
Protection One in connection with its investigation of the claim, and in connection with any settlement or compromise of such
claim made with your consent, which shall not be unreasonably withheld, conditioned or delayed. In addition, Protection One
may, at its sole cost and expense, elect to replace or modify the Equipment so that alleged infringement will not exist; provided,
however, that such replacement equipment or modified equipment will continue to have at least the same functionality and
performance specifications as the Equipment installed pursuant to this Agreement, and shall be acceptable to you in your
reasonable discretion. Protection One shall not have any other liability to you with respect to claims of intellectual property
infringement.
(d) Consequential Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
SPECULATIVE, SPECIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
BUSINESS, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
(e) Survival. The terms of this Paragraph 10 shall survive the termination of this Agreement and of your Account, as well as
voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any
sale by us of your Account.
11. Hold Harmless. If any third party files any claim or legal action against us, or any other person or entity authorized to act on
our behalf, arising from any Alarm Failure Event as defined in Paragraph 10(a) above, then you agree to indemnify, defend and
hold us, completely harmless from any such actions, including all damages, expenses, costs, and attorneys’ fees we incur. This
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indemnification shall apply even if such actions arise from our negligence, breach of contract, breach of warranty, strict liability or
other fault (and/or the negligence, breach of contract, breach of warranty, strict liability or other fault of our subcontractors and/or
suppliers, including our software suppliers), subject to our limited liability set forth above. This provision shall survive the
termination of this Agreement and your Account, as well as voluntary payment in full by you, any legal proceedings by us to
collect a debt owed by you, any bankruptcy by you, and/or any sale by us of your Account.
12. Customer Duties. You agree to: (a) instruct all persons who use the Equipment on its proper use; (b) test the Equipment’s
protective devices and send test signals monthly to our Central Station; (c) turn off, control or remove all air conditioning systems,
heaters and other items that interfere with alarm detection devices; (d) notify us immediately if a problem with the Equipment
occurs; (e) obtain and keep in effect all permits and licenses that may be required for the installation and operation of the
Equipment; (f) pay all usage fees imposed by any governmental authority in connection with the Equipment; (g) provide us a
complete Monitoring Information Schedule so we may call your designated contacts in the event we reasonably believe there is
an emergency at your Premises; (h) provide us any other emergency information we may request; (i) promptly update us in
writing with any changes to your Monitoring Information Schedule; and (j) notify us prior to any change in your phone service,
including, but not limited to a disconnection of your regular phone line or any change in vendors of your phone service. Your
failure to perform under this Paragraph 12 is a material breach of this Agreement. You agree that we may provide the information
on the Monitoring Information Schedule to any governmental authority having jurisdiction over us or the Equipment. LOCAL
AUTHORITIES MAY NOT RESPOND TO ALARM NOTIFICATIONS UNTIL ALL PERMITS AND LICENSES FOR USE OF THE
EQUIPMENT HAVE BEEN OBTAINED, AND THEREFORE WE MAY NOT BEGIN MONITORING THE EQUIPMENT, AND
MAY NOT DISPATCH EMERGENCY AUTHORITIES IN THE EVENT OF AN ALARM ACTIVATION, UNTIL YOU HAVE
OBTAINED, AT YOUR EXPENSE, ALL NECESSARY PERMITS AND LICENSES, AND PROVIDED US WITH THE LICENSE
OR PERMIT NUMBER.
13. Services.
A. Monitoring Services. If you have subscribed to Monitoring, Signal Receiving and Notification Services, we shall program the
Equipment to communicate to our monitoring facility (“Central Station”). When the Central Station receives an alarm signal from
the Equipment (an “Alarm Event”), we will make reasonable efforts, consistent with local laws and our response policies, to
contact the appropriate local emergency response provider (“Emergency Response Provider” or “ERP”), and the first person
designated on your Monitoring Information Schedule. In the event a burglar alarm signal or fire signal registers at the Central
Station, we may, in our sole discretion, endeavor to contact the Premises by telephone to verify that the Alarm Event is not a
false alarm. Local governmental regulations and industry standards designed to reduce false alarms may result in conditions or
restrictions on the dispatch of ERPs in response to an Alarm Event, and such conditions or restrictions may result in delays of
notification of authorities or require that additional measures be taken to verify the Alarm Event before dispatch. We do not
guarantee that such additional measures will be successful or that Emergency Response Providers will be dispatched should an
Alarm Event occur. In the event a supervisory signal or trouble signal registers at our Central Station, we shall endeavor to notify
the Premises or the first available person designated on your Monitoring Information Schedule. We may, without notice to you, in
response to governmental or insurance requirements, or otherwise in our sole discretion, alter, amend or discontinue any of our
policies and procedures for alarm response. Also, you acknowledge and agree that any special instructions provided by you for
the handling of alarm signals must be presented and agreed to by us in writing. We may, in our sole discretion, reject your special
instructions. You understand that any deviation from our normal Alarm Event handling procedures may result in increased risk of
loss or damage to you and your Premises.
(i) Telecommunications. You agree to provide a traditional telephone connection to the Public Switched Telephone Network.
Such
connection shall have priority over any other telephone or other equipment, and shall be within ten (10) feet of the Equipment
control panel. You acknowledge that your use of DSL, ADSL, Digital Phone, or Voice over Internet Protocol (VoIP), or other
internet based phone services may cause signal transmission to our Central Station may be interrupted, and that we do not
recommend use of such services for signal transmission unless supplemented by a backup service which may be provided by us
for an additional charge. If the Equipment is configured to operate over such nontraditional service, or if you change your phone
service to a nontraditional phone service after installation, then you acknowledge that signal transmission may be interrupted by
irregularities or changes in that service, power outages, and other circumstances beyond our control. ACCORDINGLY,
IMMEDIATELY AFTER THE INSTALLATION OF DSL, ADSL, DIGITAL PHONE, VoIP, OR OTHER BROADBAND OR
INTERNET PHONE SERVICE YOU MUST NOTIFY US AND MUST TEST THE EQUIPMENT'S SIGNAL TRANSMISSION
WITH THE CENTRAL STATION. At your request, we may provide alternative forms of alarm communication utilizing your
broadband internet service or a radio or cellular based system. You authorize us, on your behalf, to request services, orders or
equipment from a telephone company or other company providing signal transmission or reception services or facilities under this
Agreement. These services include providing lines, signal paths, scanning, transmission and/or reception. You agree that the
telecommunication provider’s liability is limited to the same extent our liability is limited pursuant to the terms of this Agreement.
(ii) Digital Communicator. If connection to our Central Station is to be by Digital Communicator, you agree to provide a
connection via a registered telephone jack to a telephone channel required for the Equipment. Such connection shall have priority
over any other telephone or Customer equipment, and shall be within ten (10) feet of the Equipment control panel. At your
request, and at your sole cost and expense, we will provide such connection. You also acknowledge that our Central Station
cannot receive signals should your transmission mode become nonoperational for any reason, and that signals from the digital
communicator cannot be received if the transmission mode is cut, interfered with, or
is otherwise damaged.201
(iii) Radio Interface. If connection to our Central Station is to be by radio frequency, such as cellular or private radio, there may
be times when the Equipment will be unable to acquire, transmit, or maintain an alarm signal, and that radio frequency
transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control, including storms
and power failures. Accordingly, the utilization of an additional means of communications is recommended. Also, changes in
rules, regulations and policies of the FCC and other governmental bodies may require discontinuation or modification of some or
all of these Services.
B. Internet Protocol Based Services. If any of the Services you select communicate or transmit over an internet protocol based
service, you acknowledge and agree that: (i) you will maintain 120V AC power supply for each device; (ii) we are not responsible
for your network or internet services, which may be affected by conditions beyond our control, and that any interruptions in your
network or internet service may cause the Services to fail to operate as intended; (iii) you may be required to maintain a static IP
address, which may require you to incur additional costs, and that any changes to your IP address may cause a service
interruption; (iv) you may be required to open certain port(s) on your firewall for proper communication; and (v) you are
responsible for the configuration of your routers, firewalls, switches, and hubs, if applicable, to ensure communication with our
Central Station.
C. Limited Warranty. Subject to the limitations and exclusions set forth below, during the Warranty Period following installation
reflected on page 1 of this Agreement, or on a separate Additional Premises Rider or Schedule of Protection, we will at our cost,
repair or, at our option, replace, any defective part of the Equipment we install, including wiring, and will make any needed
mechanical adjustments. We will use new or reconditioned parts for replacements. Our obligations under this Paragraph are for
your benefit only, and may not be enforced by any other person. The laws of your state may give you rights in addition to or
different from those described herein.
D. Extended Service Plan. Subject to the limitations and exclusions set forth below, if you have subscribed to our Extended
Service Plan, then in lieu of our Limited Warranty obligation, we will at our cost repair the Equipment we install for the duration of
the term of such Extended Service Plan. Your participation in the Extended Service Plan will automatically renew for successive
thirty (30) day terms at our then-current Extended Service Plan rates unless terminated by either party’s written notice given at
least thirty (30) days before the end of the then-current term. If you subscribe to the Extended Service Plan after the initial
installation, the Equipment must be in good working condition at the time of subscription. To purchase our Extended Service
Plan, call 1-800-GET-HELP.
(i) Extended Warranty. Subject to the limitations and exclusions set forth below, during the first ninety (90) days after installation, we will at our cost, repair or, at
our option, replace, any defective part of our Installed Equipment, including wiring, and will make any needed mechanical adjustments. We may use
reconditioned parts for replacements. Our obligations under this paragraph are for your benefit only, and may not be enforced by any other person. After (90)
days with respect to Repair Service pricing, a $25 trip charge will be charged by Dealer for each Repair Service dispatch to the Monitored Location. In addition, if
your equipment ceases working but is not covered by our warranty, Customer is responsible to pay Dealer for any and all costs and fees associated with repairs
or services made to the Equipment, including but not limited to hourly service rates and the cost of replacement parts, all charged at Dealer’s then-current rates.
The laws of your state may give you rights in addition to those described herein.
E. Cameras/Video. We will install and connect the camera devices described in this Agreement at your Premises. You
acknowledge and agree that: (i) the Equipment is being installed at your specific request and is for the safety and security of the
employees, invitees and other persons at the Premises, and for no other purpose; (ii) the Equipment will only be installed in
public areas within the Premises, and will not be installed or utilized in any area where persons have a reasonable expectation of
privacy, such as bathrooms, etc.; and (iii) You will provide adequate illumination under all operational conditions for the proper
operation of the video camera and will provide the 120 AC power supply where required. Based on the following service
selections, the camera(s) will be configured as follows: (1) e-Secure Video: the camera(s) may (i) provide live streaming video
which may be viewed from your Protection One account on a PC with adequate internet connectivity, or (ii) send video related to
specific Alarm Events which may be forwarded to your e-mail account or mobile device. Protection One will not receive or store
these video recordings. (2) Verification Video Service: the Equipment will be configured to send images to an alarm operator for
verification of video images directly associated with fire, burglary, panic, or critical condition alarm signals. If Video Verification is
being furnished under this Contract, Customer agrees and understands that Protection One will access and view Customer’s
images and other data captured by the equipment and endeavor to use said images and other data to provide visual verification
of an alarm event. Further, Customer understands and acknowledges the inherent limitations associated with visual verification,
including without limitation, (i) inadequate illumination of viewing area; (ii) physical obstructions in the field of view of the video
camera and (iii) inadequate receipt, clarity, placement or quality of the images. Protection One does not guarantee that viewing
the images captured by the equipment will result in effective visual verification of events requiring alarm response.Customer
assumes full responsibility for: (a) the placement, direction and presence of equipment; (b) transmission, transfer or other use of
any images or other data captured by the equipment; (c) the manner of use of the equipment and any equipment or data
captured by the equipment; (d) complying with all applicable laws, rules, regulations and ordinances in connection with the use
and operation of the equipment. (3) Remote Tours: an alarm operator will review video images at regular intervals as scheduled
by you for images associated with critical and non-critical events or conditions as defined by you and accepted by us.
F. Radio/Cellular Service. (i) Backup: We will install and connect a radio or cellular transmission device to your alarm System.
The transmission device will be a backup communication link with our Center in the event that your regular telephone service or
primary communication link to our Center is disrupted. (ii) Primary: If you select Primary service, a radio or cellular transmission
device will be your alarm System’s only communications link with our Center. If you have selected Backup or Primary services,
you acknowledge there may be times when your System will be unable to acquire, transmit, or maintain an alarm signal, and that
radio frequency transmissions may be impaired or interrupted by a variety of conditions and circumstances beyond our control,
including storms and power failures. Accordingly, the utilization of a backup means of communication with our Center is always
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recommended. Also, changes in rules, regulations and policies of the FCC and other governmental bodies may require
discontinuation or modification of some or all of these Services. Should your cellular or radio transmitter malfunction, it could
interfere with the proper operation of the entire network communicating with our Center and other communications transmissions.
FCC regulations require that we or our contractors or designees have immediate access to your transmitter in the event of such a
malfunction or emergency, and you agree to permit access to such persons in such an event. Should you refuse to provide such
access, you agree we will be entitled to obtain an ex parte court order permitting access to either repair or remove the
transmitter, or take such other steps as are appropriate under the circumstances. You agree to pay all reasonable expenses,
including attorneys’ fees, we incur in connection with such proceedings.
G. Wireless Devices. You understand that all wireless devices, including but not limited to, wireless local area network (WLAN
or WiFi) networks and paths, wireless motion detectors, wireless smoke detectors, wireless door and window contacts, wireless
home automation transmitters, and other wireless devices installed under this Contract are not physically connected to the
System (e.g., by electrical wire) and require a radio frequency network or path to operate. THESE WIRELESS DEVICES WILL
NOT OPERATE, AND THE ALARM WILL NOT SOUND, IF THE RADIO FREQUENCY NETWORK OR PATH IS IMPAIRED,
INTERRUPTED, OR BECOMES INOPERABLE FOR ANY REASON WHATSOEVER. THESE WIRELESS DEVICES MAY USE
FREQUENCIES AND SIGNAL PATHS THAT ARE NOT ENCRYPTED, AND ARE THUS SUBJECT AND VULNERABLE TO,
INTERUPTION, INTERCEPTION, INTERFERRENCE, CORRUPTION, ALTERATION, BLOCKAGE, MANIPULATION, AND
TAMPERING. It is your sole responsibility to maintain all wireless local area network (WLAN or WiFi) networks and paths.
Protection One recommends that you regularly inspect any wireless network and wireless devices and test them weekly to help
maintain continued operation. Protection One also recommends that you carefully read and follow the owner's manual,
instructions and warnings for all equipment, including all wireless devices.
H. e-Secure. If you have subscribed to e-Secure services, you will have access to your monitoring account via an internet or
other connection, and will be able to remotely arm, disarm and make changes to, and receive various notifications from, the
Equipment. Based on your account configuration, you may also receive e-mail, text or video transmissions notifying you of
selected events that occur with the Equipment. You agree that these notifications are not intended to replace our professional
monitoring services and understand that there is inherent risk associated with response to potential Alarm Events. Under no
circumstances will we be liable for any loss, injury or damage of any kind incurred as a result of your response to these
notifications. We are not responsible for any software or hardware purchases necessary for you to remotely access the
Equipment. Also, we are not responsible for your internet, cellular or telecommunication services, which can be affected by
conditions beyond our reasonable control.
I. Direct Connect Services. If this Agreement so indicates, we will install a direct connection to the law enforcement, fire
department or other agency shown on your Monitoring Information Schedule. Alarm signals transmitted by the Equipment will be
monitored by the police and/or fire departments or other ERP’s or their agents. You acknowledge and agree that such agencies
are not the agents of Protection One. Protection One hereby disclaims any responsibility for the manner in which such signals are
monitored, and/or the response, or lack of response, to such signals by the persons monitoring the Equipment.
J. Inspections. We will provide the number of inspections of the Equipment as specified in this Agreement during our normal
working hours and subject to the conditions and exclusions set forth in Paragraph 14 below.
K. Alarm Verification. If your police or fire department now or in the future requires physical, visual or other verification of an
emergency condition before responding to a request for assistance, then you agree to subscribe to such verification service, or
otherwise comply with such requirements. We may charge an additional fee for such service.
L. Device Verification Service. If you subscribe to Device Verification service, Equipment will be installed which, as to certain
locations in the Premises, requires the activation of two (2) or more sensing devices, requires a second activation of a single
alarm sensor, or requires a continuous alarm event from a single sensor, in order for an alarm signal to be transmitted. You
assume full responsibility for the operation of any and all bypass or switch units provided for disconnecting or reconnecting the
alarm sounding and/or transmitting Equipment at the Premises.
M. Vault Protection. You represent and warrant to us that any vault covered under this Agreement by sound or vibration
detection systems has the minimum construction characteristics prescribed by the Underwriters’ Laboratories, Inc. You agree to
test any ultrasonic, microwave, capacitance or other electronic equipment designated in this Agreement prior to setting the
Equipment for closed periods according to procedures established from time to time by Protection One, and to notify us promptly
in the event that such equipment fails to respond to the test.
N. eSuite. If you have subscribed to eSuite services you will have access to the eSuite online web portal where authenticated
users have varying levels of visibility of alarm account activity, contact lists, reporting capabilities and electronic notification
options. Level of functionality will depend on the level of eSuite that you have subscribed to.
O. eVideo. If you have subscribed to eVideo services and a compatible video alarm verification service from Protection 1, you will
have access to view alarm incident video via an eVideo tab on your eSuite account page.
14. Limitations on our Warranty, Extended Service Plan and Service Obligations. We perform repair services only during
our normal working hours which are 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. IF YOU REQUEST US
TO PERFORM REPAIR SERVICES OUTSIDE OF OUR NORMAL WORKING HOURS, THEN WE MAY REQUIRE YOU TO
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PAY FOR OUR SERVICES AT OUR THEN-CURRENT RATES FOR LABOR AND PARTS. The Extended Service Plan shall
apply to consumable items such as batteries, and to window foil, security screens and exterior mounted devices, only for the
Warranty Period following installation. In addition, we have no obligation under our Limited Warranty or Extended Service Plan if
we determine that any of the following conditions caused the need for service: (A) Damage resulting from storms, natural
disasters, accidents, acts of God, strikes, riots, floods, terrorism or any other cause beyond Protection One’s reasonable control;
(B) Your failure to properly close or secure a door, window or other point protected by an alarm device, or to properly follow
operating instructions; (C) Telephone line malfunctions or modifications to your telephone service that render it incompatible with
the Equipment or our Central Station; (D) Your failure to provide ordinary maintenance to the Equipment or its components
(repairs due to ordinary wear and tear are not excluded under our Extended Service Plan), or you permit anyone other than our
authorized representative to perform service on the Equipment; (E) Physical alterations to your Premises or to the Equipment, or
made necessary by damage to your Premises or the Equipment; or (F) Any of the reasons described in Paragraph 5 above. Our
warranty applies only to Equipment installed by us. You must furnish the necessary electrical power at your expense to obtain
warranty services. Charges for non-covered repairs will be at our then-current labor and material rates, including a minimum visit
or trip charge. OTHER THAN THE LIMITED WARRANTY AND OUR OBLIGATIONS UNDER THE EXTENDED SERVICE
PLAN (IF SUBSCRIBED TO), WE MAKE NO GUARANTY OR WARRANTY OF ANY KIND WITH RESPECT TO THE
SERVICES WE PERFORM OR THE EQUIPMENT WE PROVIDE UNDER THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, CONDITION, OR FITNESS FOR A
PARTICULAR PURPOSE.
15. Delays. We shall have no liability for delays in installation of the Equipment or for the consequences thereof, however
caused, or for interruptions of Service or for the consequences thereof, due to strikes, riots, floods, acts of God, terrorism, or any
other causes beyond the reasonable control of Protection One, and Protection One will not be required to provide Services or
substitute services to you while any interruption of Services due to any such causes shall continue.
16. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise,
without our prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, provided you are not in default under this Agreement, you may assign this Agreement in its entirety, without our
consent, in connection with a merger, acquisition, corporate reorganization, or a sale of all or substantially all of your assets, to a
person or entity which expressly assumes and agrees to perform your obligations hereunder. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties, and their respective successors and permitted assigns. We may
assign this Agreement or subcontract any or all of our obligations under this Agreement without your consent and without notice
to you. The provisions of this Agreement (i) apply to and inure to the benefit of each of our assignees, subcontractors and/or
suppliers (including our software suppliers), and (ii) bind you to all such persons or entities with the same force and effect as they
bind you to Protection One. This includes the protections set forth in Paragraphs 9, 10 and 11. In this Agreement, “Services” shall
be deemed to include all alarm monitoring-related services, including but not limited to all such services provided, in whole or in
part, though or in common with any software that we license from our software suppliers.
17. Severability. If any of the provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid
or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect.
18. Arbitration of Disputes. In the event any claim or dispute, regardless of its basis, arises between you and us, including any
claim or dispute relating to this Agreement, any of your Premises, the Equipment, our Services, or the Charges due hereunder, or
under any other agreement between you and us (collectively, your “Account”), or the scope of this arbitration provision, you or we
may elect to resolve the claim or dispute by binding arbitration. Neither you nor we shall be entitled to join or consolidate claims in
arbitration, or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. The filing of
a lawsuit by any party shall not constitute a waiver of any rights under this arbitration provision. The arbitration shall be conducted
by the American Arbitration Association in accordance with its procedures in effect when the claim is filed. This Paragraph 18 and
any arbitration conducted hereunder shall be governed by the Federal Arbitration Act (FAA). Any arbitration hearing will take
place in Dallas, Texas. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, and applicable
statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator’s decision will be final and binding,
except for any appeal rights under the FAA, and except that if the amount in controversy exceeds $100,000.00, any party may
appeal the award within thirty (30) days to a three-arbitrator panel which shall review the award de novo. The prevailing party
shall be entitled to reimbursement of all its costs and expenses, including reasonable attorneys' fees, from the non-prevailing
party. Judgment upon any arbitral award may be enforced in any court having jurisdiction.
19. Legal Actions. All claims, disputes and legal actions arising under this Agreement (a “Legal Action”) will be governed by the
laws of the State where your Premises is located and any applicable Federal laws, without regard to conflict of law principles.
You agree to file any claim, dispute or Legal Action arising out of this Agreement, the Equipment or our Services (whether based
in negligence, breach of contract, breach of warranty, strict liability, or other fault) within one (1) year after the date the cause of
action for such claim accrued. This provision shall survive the termination of this Agreement and your Account, as well as
voluntary payment in full by you, any legal proceedings by us to collect a debt owed by you, any bankruptcy by you, and/or any
sale by us of your Account.
20. Entire Agreement. This Agreement is the entire agreement between you and us, and supersedes all previous contracts or
agreements between you and us regarding alarm or similar services. You agree that we are not bound by any representation,
promise, condition, inducement or warranty, express or implied, not included in this Agreement. The terms and conditions of this
Agreement shall govern over the provisions of any other document, including but not limited to your purchase orders, with
inconsistent terms.
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21. Execution. This Agreement and any signatures on it may be transmitted and delivered by facsimile or other electronic means
(such as email), and all such signatures and electronic transmissions of this Agreement are to be treated as originals for all
purposes and given the same legal force and effect as a signed paper contract. In addition, this Agreement may be signed and
accepted electronically by both parties, and the mutually accepted version of this Agreement, whether printed or electronic, also
is to be treated as an original for all purposes, with the same legal force and effect as a signed paper contract. Your obligations
under this Agreement are binding on all authorized users of the Equipment. Each party has substantially participated in the
drafting and negotiation of this Agreement, and no provision hereof shall be construed against either party by virtue of the fact
that such provision was drafted by such party. Each party represents and warrants that it has the unqualified right to enter this
Agreement, and that it has the right to perform all obligations under this Agreement.
22. Alarm.com If your alarm monitoring system includes Mobile Control, you acknowledge that (i) you have read and accepted
the Alarm.com terms below, and (ii) you must activate your Alarm.com account online pursuant to the instructions given to you by
us, and until you activate your Alarm.com account, you will only have Alarm.com Signal Forwarding services and NOT Mobile
Control services, which means, among other things, that you will not have the enhanced Mobile Control service, which means,
among other things, that you will not have the enhanced Mobile Control service known as “Entry Delay Crash and Smash,” which
makes it difficult for an intruder to disarm your panel upon entry into your premises. In addition, once your Alarm.com account is
activated, in order to maintain the enhanced Mobile Control services, you must arm/set your alarm system at least once every 30
calendar days. If you fail to arm/set your alarm system at least once every 30 days, then you will automatically and without further
notice only have Alarm.com Signal Forwarding services going forward until such time as you contact us to reactivate your Mobile
Control services. Therefore, we strongly encourage you to activate your Alarm.com account and arm/set your alarm system often,
but at a minimum every 30 days, in order to retain the enhanced Mobile Control services.
Alarm.com TERMS IMPORTANT -- READ CAREFULLY: You have agreed to purchase residential or commercial security,
video, still-photo imaging and/or home automation products and services from an independently owned and operated security
services dealer (“Dealer”) pursuant to an agreement with the Dealer (“Dealer Agreement”). Alarm.com Incorporated, a Delaware
corporation (“Alarm.com” or “us” or “we”), has authorized the Dealer to market and sell Alarm.com’s services (“Services”) to
you with certain hardware and other products, including communication modules, video, imaging and/or home automation
devices (“Equipment”) that enable the Services. Sections A1 through A12 herein constitute the terms and conditions of
Alarm.com’s offering of the Equipment and Services (“Terms”) and are part of your agreement with the Dealer and contain,
among other things, important warranty disclaimers (Section A4) and limitations of liability (Section A5) applicable to
the Services and the Equipment. By signing your agreement with the Dealer, accessing the Alarm.com customer website or
mobile applications, or using any other part of the Services and/or Equipment, you agree to be bound by these Alarm.com Terms.
You agree that these Alarm.com Terms may be enforced by us directly.
A1. Pursuant to the Dealer Agreement, you have agreed to purchase the Services and/or Equipment from the Dealer. The Dealer
is an independent contractor and not an agent of Alarm.com. You acknowledge and agree that (a) you have had the opportunity
to read and review these Alarm.com Terms before entering into the Dealer Agreement, (b) you accept the Alarm.com Terms and
agree to be bound by them, and (c) if, for any reason, you don’t remain an Alarm.com subscriber or if the Services become
unavailable to you for any reason, you will have no right of refund, return or deinstallation with respect to any Services or any
Equipment, except if and to the extent otherwise required by law. We may modify these Alarm.com Terms from time to time to
comply with applicable law.
A2. The Equipment may contain proprietary software of Alarm.com that is embedded in the Equipment. Alarm.com solely owns
and retains all rights, including all intellectual property rights, in the embedded software and all other Alarm.com materials
(together, “Materials”) and Services. You will not (a) use, or cause or permit any other person or entity to use, any Materials or
Services to design, build, market, or sell any similar or substitute product or service, or (b) cause, perform, or permit (i) the
copying, decompilation, disassembly, or other reverse engineering of any Materials, (ii) the transferring or purported resale,
licensing or sublicensing of any Materials, or (iii) the removal, delivery, or exportation of any Materials outside the United States
or any other act in violation of any relevant export laws or regulations.
A3. If your Services include emergency two-way voice over a cellular or internet connection, you acknowledge that the two-way
voice connection may be interrupted or unable to connect, that the call may be dropped, and that the sound quality may be
distorted or impossible to understand. By accepting the emergency two-way voice service you understand and accept the
limitations inherent in cellular and internet technology and the consequences if the technology does not operate as designed. If
your Services include video or still-photo image cameras, the video clips and still-photo images generated from such cameras are
stored on our servers and may be viewed by you only for a limited time based on the quantity of storage you have ordered from
your Dealer. We have no control over and take no responsibility for the placement of cameras and their view. You agree to use
the cameras and associated video and still-photo imaging features of the Services in compliance with all laws, including privacy
and consumer protection laws, and not for any illegal purposes, including invasion of privacy or illicit conduct, and we may
disconnect the cameras from the Services if you, in our sole determination, breach this covenant. We do not guarantee the
receipt, clarity or quality of any images that may be adversely impacted by, for example, lighting, Internet and wireless
communication facilities and transmission quality, electrical interference, weather and other conditions beyond our control. We
may disclose stored video clips and still-photo images in response to a subpoena or a government request or order. If the
Equipment provided by your Dealer includes an Alarm.com image sensor device that also is being used as a motion sensor, then
you understand and accept that the motion sensor may not operate as designed and may be affected by conditions outside our
control, which may cause the device to malfunction or provide false readings. If the Equipment provided by your Dealer includes 205
home automation devices (such as thermostats, lighting controls and door locks), you understand that such devices may not work
together with the Equipment and Alarm.com Services, and you may be unable to control the devices using the Equipment or
Alarm.com Services. Alarm.com makes no representations or warranties regarding the quality, function or effectiveness of any
such home automation devices.
A4. THE SOLE WARRANTY PROVIDED BY ALARM.COM WITH RESPECT TO THE SERVICES, MATERIALS AND
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206
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Customer Signature Protection One Authorized Manager 208
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
20. Tourism Study - Partnership with GA Southern University & Visit Savannah. Total Cost
$12,500 paid for from 100-1320-52-1201.
209
Georgia Southern University Research And Service Foundation
RESEARCH SERVICE AGREEMENT NO. 12554
BETWEEN
GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION, INC.
AND
CITY OF TYBEE ISLAND
THIS RESEARCH SERVICE AGREEMENT (“Agreement”) is between the GEORGIA SOUTHERN
UNIVERSITY RESEARCH AND SERVICE FOUNDATION INC., a nonprofit corporation organized and existing
under the laws of the State of Georgia, having a place of business at Georgia Southern University, P.O. Box 8005,
Statesboro, Georgia 30460-8005, hereinafter referred to as "GSURSF", and
“SPONSOR”: City of Tybee Island
Dr. Shawn Gillen, City Manager
Address: P.O. Box 2749 Phone:
Tybee Island, GA 31328 Email:
WHEREAS each of the aforementioned being referred to individually as the “Party” or collectively as the
“Parties”;
WHEREAS, GSURSF and the Board of Regents of the University System of Georgia on behalf of Georgia
Southern University (hereinafter referred to as “University”) have entered into an agreement wherein University
and its faculty and staff employees, independent contractors, subcontractors, and student assistants perform
research and service projects under agreements executed by GSURSF with outside sponsors and/or entities, and
GSURSF manages and controls University’s interests in intellectual property rights created under said agreements
with outside sponsors and/or entities; and
WHEREAS, the Research Services contemplated by this Agreement are of mutual interest and benefit to
GSURSF and SPONSOR, will further the instructional, research and public service missions of University in a
manner consistent with its status as a nonprofit, tax-exempt, educational institution, and may derive benefits for
both University and SPONSOR through the advancement of knowledge;
NOW, THEREFORE, the Parties hereto agree as follows:
1.STATEMENT OF WORK AND REPORTING
GSURSF agrees to use its reasonable efforts to perform the Research Services appended hereto and
incorporated as Appendix A. Periodic reports will be provided (check one) as described in Appendix A; or
as follows:
2.PERIOD OF PERFORMANCE
The period of performance shall be 09/13/2019 through 12/31/2020.
3.PRICE AND PAYMENT
As compensation for the performance of this Agreement, the SPONSOR agrees to pay GSURSF the fixed
price of Twelve Thousand Five Hundred Dollars ($12,500.00). SPONSOR shall have no responsibility for any
expenditure in excess of the amount specified above.
SPONSOR shall: Provide full payment upon submission of the executed Agreement;
Provide payments according to the following schedule:
50% due upon execution of the Agreement
50% due at conclusion of the Period of Performance and receipt of the Final
Report
912-472-5070
210
Georgia Southern University Research And Service Foundation
Compensation for the performance of this Agreement shall be made payable to GSURSF and should cite
the Agreement number provided in the fully-executed Agreement:
Georgia Southern University Research and Service Foundation, Inc.
P.O. Box 8005
Statesboro, GA 30460-8005
912-478-5465
4. REPORTS AND PUBLICATIONS
A. GSURSF shall provide SPONSOR with a written report regarding the data obtained in the course of said
Academic Research Services to the extent required in Article 1. Said report shall be maintained as confidential
pursuant to Article 5 of Agreement.
B. SPONSOR recognizes that the results of Research Services which do not disclose Confidential Information
provided hereunder may be deemed publishable by GSURSF, and t hat the researchers engaged in project
shall be free to publish these results, consistent with the obligations imposed in Article 5 of this Agreement.
GSURSF will provide SPONSOR with thirty (30) days to review any manuscripts or proposed publications
arising out of Research Services. SPONSOR may request GSURSF to delay publishing such proposed
publication for a maximum of an additional sixty (60) days in order to protect the potential patentability of any
inventions described therein. Failure to respond within sixty (60) days shall constitute de facto agreement of
SPONSOR that no delay in publication is necessary.
5. CONFIDENTIALITY
"Confidential Information" shall mean any SPONSOR-provided materials, written information, and data
marked "Confidential" or non-written information and data disclosed which is identified at the time of disclosure
as confidential and is reduced to writing and transmitted to the other party within sixty (60) days of such non-
written disclosure. GSURSF hereby agrees to use the same degree of care it uses to protect its own
confidential information and will, to the extent permitted by law: 1) maintain for a period of five (5) years the
Confidential Information obtained from SPONSOR pursuant to this Agreement; and 2) maintain as confidential
any data and interpretation of said Confidential Information arising out of said Research Services until
SPONSOR has had the opportunity to review same. Publications will be limited to new scientific information
regarding Research Services performed, and GSURSF will use reasonable efforts not to disclose proprietary
processes or methods of SPONSOR, or the nature or composition of materials provided by SPONSOR.
6. INTELLECTUAL PROPERTY
All inventions arising out of Research Services will be promptly disclosed to SPONSOR. GSURSF shall not
obtain or attempt to obtain patent coverage on SPONSOR-provided materials or information, without the
express written consent of SPONSOR. All inventions, patent applications, or patents made during Research
Services which name as an inventor at least one employee of University shall be owned as follows:
A. Inventions which involve the use of, composition of, or improvement to SPONSOR-provided materials or
information, or a derivative, analogue thereof shall belong to SPONSOR; and
B. Inventions which cover a scientific process, technique, procedure, medium, device or other process which
is not unique to processing SPONSOR’s proprietary materials or does not derive from SPONSOR-provided
materials or information shall be owned by GSURSF.
7. PUBLICITY
SPONSOR shall not use the names of GSURSF, University, nor of any of its employees or components, nor
any adaptation thereof, in any advertising, promotional or sales literature without the prior written consent
obtained from GSURSF and University, as applicable in each case. SPONSOR may not imply endorsement
by, employment at, or express opinions as those of GSURSF, University, or any components the University
System of Georgia.
8. GOVERNING LAW
This Agreement is performable in Bulloch County, Georgia, and shall be governed and construed in
accordance with the laws of the State of Georgia. This Agreement shall be governed by Georgia law including
but not limited to O.C.G.A. §50-5-85 whereas the SPONSOR, Individual or Corporation certifies that it is not
currently engaged in and agrees for the duration of this agreement not to engage in, a bo ycott of Israel.
211
Georgia Southern University Research And Service Foundation
9. WARRANTIES AND INDEMNITY
GSURSF IN NO WAY GUARANTEES RESEARCH SERVICES PERFORMED PURSUANT TO THIS
AGREEMENT AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE QUALITY OF
PRODUCT PRODUCED UNDER THIS AGREEMENT. SPONSOR AGREES TO INDEMNIFY AND HOLD
HARMLESS GSURSF AND UNIVERSITY AGAINST ANY CLAIMS AND COSTS (INCLUDING COUNSEL
FEES) ARISING OUT OF SPONSOR’S COMMERCIAL SALE OR DISTRIBUTION OF PRODUCTS OR
PROCESSES DEVELOPED UNDER THIS AGREEMENT, OR ITS RELIANCE UPON THE REPORTS
PROVIDED UNDER THE AGREEMENT.
10. TERMINATION
Either Party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon
GSURSF’s receipt of a notice of termination, GSURSF shall discontinue all performance of obligations, deliver
to SPONSOR all work products completed in performance of the Agreement as of the t ermination date and
invoice SPONSOR for any and all unpaid costs incurred in the performance of this Agreement prior to the
termination date. SPONSOR shall then reimburse GSURSF those invoiced costs within thirty (30) days of
receipt of this final invoice.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties relative to the Research Services
described herein. The Agreement may be modified, renewed or extended by written mutual agreement of the
parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized
representative.
SPONSOR: CITY OF TYBEE ISLAND GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION
By: By:
Name: Name: Bruxanne Hein
Title: Title: Executive Director
Date: Date:
212
Georgia Southern University Research And Service Foundation
APPENDIX A
STATEMENT OF WORK
213
August 30, 2019
Dr. Shawn Gillen
City Manager
City of Tybee Island
P.O. Box 2749
Tybee Island, Georgia 31328
Re: Tybee Island Tourism Analysis
Dear Dr. Gillen,
Visit Savannah and The City of Tybee Island has requested an update to the Tybee Island
Tourism Study conducted by Armstrong State University in 2015. This study focused on the
people visiting Tybee Island over a one-year timeframe beginning in October of 2013 and
ending in September of 2014. The data from this survey was used to create a visitor profile and
economic impact of visitors to Tybee Island. Since the report was released, it has been used by
both the City of Tybee Island and Visit Savannah to promote the positive benefit s of tourism
and to better manage the impact the visitors are having on public resources.
The updated report will include a similar visitor profile and economic impact analysis. The
visitor profile will include standard information for this type of report including total number of
visitors that includes a breakdown of number of overnight and day-trips, travelers point of
origin, method of transportation to the area, travel party size, booked accommodations,
number of room nights, length of stay on the island, and length of stay for the trip. In addition,
visitor spending habits will be examined in order to estimate the amount of spending linked to
day-trippers and overnight visitors. Each group of visitors will be asked to provide their amount
of spending during their visit to Tybee Island. This spending data will cover categories including,
but not limited to lodging, entertainment, shopping/gifts, local transport and other expenses.
The final spending data will serve as the starting point for the economic impact analysis that
will cover both general economic impact of daytime visitors to Tybee Island and a more focused
impact on unique visitors that spend the majority of their time on Tybee Island. Together these
two impacts will show the economic impact of visitors to Tybee Island. In addition, for the
update to this report, businesses that support the tourism market will be interviewed in order
to development a more holistic picture of the issues facing visitors and the tourism industry on
Tybee Island.
214
The goal of this research is to clearly estimate the annual economic impact of visitors to Tybee
Island. The Center for Business Analytics and Economic Research (CBAER), a member of the
Business Innovation Group at Georgia Southern University, will work to meet this objective by
completing the steps in the statement of service.
STATEMENT OF SERIVCE TO BE PERFORMED:
Data Collection
Update the survey instrument used in 2015 and develop a data collection plan
Perform one pilot test to ensure that the survey instrument is well organized and
suitable for both daytime and overnight visitors
Schedule a minimum of eight data collection weekend events between the Fall of 2019
and the Fall of 2020. Ensure that when the sample is finished it covers all four seasons.
Develop a complete data request for the City of Tybee Island
Develop interview questions to be used to discuss visitor impacts with Tybee Island
Businesses
Data Analysis and Economic Impact
Enter collected survey into database and test each round of data collection to ensure
consistency
After initial analysis is complete and all survey data is in a database, estimates will be
generated for the mode of travel, party size, purpose of trip, length of trip, spending on
trip as well as additional basic demographics.
Using survey data and the data provided by the City of Tybee Island an estimate of the
total number of visitors will be generated. This will include a breakdown of the total
number of overnight and day-trips to Tybee Island.
The information for these estimates will form the basis for the INPUT into the economic
model IMPLAN
Using IMPLAN, estimates will be generated from Output, Value Added, Labor Income
and Employment. Also, included is information on how dollars being spent are moving
through the economy. Both indirect (business-to-business) and induced (consumer to
business) will be included.
Fiscal Impact Analysis
Work with the City of Tybee Island, the City of Savannah and Chatham County to
estimate the local tax revenues, property tax collections, as well as public service and
general fund impacts linked to visitors.
215
Compare the City of Tybee to other communities in Georgia without a large tourism
industry. A number of factors will be used including but not limited to population,
median household income, unemployment, population density, person per household,
etc.
Using the selected Georgia communities, compare government expenditures for
services including but not limited to water/sewer, solid waste, police, fire etc.
Perform a revenue comparison, focusing on areas included but not limited to parking,
property taxes, LOST, Hotel/Motel, Alcohol and other revenue sources.
This report will conclude with a final written report that discusses the findings of this analysis. It
will also highlight the value of having a beach, including both economic and non-economic
impacts. Additional analysis will demonstrate how the beach on Tybee impacts Chatham
County and the State of Georgia.
DELIVERABLES AND TIMEFRAME
The work outlined in this plan will begin when the client reviews and approves this scope of
work document, then returns the signed scope to the CBAER assistant director. At this point,
the Georgia Southern University Research and Service Foundation will draw up a separate
document that will serve as the official contract governing this research project.
The following timeline will begin after the clients review an approver this scope of work
document. Exact dates will be set based on the delivery needs of the City of Tybee Island and
CBAER research calendar.
Phase 1: Data collection will take place on a quarterly basis beginning in the fourth quarter of
2019 and continuing during the first, second and third quarters of 2020.
Phase 2: During the first quarter of 2020 the tax comparison analysis will be prepared.
Phase 3: After all survey data has been collected CBAER will analyze the data and prepare the
economic impact analysis.
Phase 4: Final report will be completed during the fourth quarter of 2020.
The cost of the written report is $12,500. NOTE: This constitutes half of the total project (i.e.
$25,000). Visit Savannah will be contracted separately for the remainder of the project cost to
include presentation materials and an executive summary.
216
PAYMENT SCHEDULE:
Payment 1: $6,250 due on contract executions
Payment 2: $6,250 due on delivery of final report
This timeline is contingent upon the terms and conditions presented herein; thus, it is subject
to change. After initial delivery of the final written document, a review period of twenty (20)
days will commence, during which preferred modifications to final written document are to be
submitted. CBAER will have ten (10) days to respond to these change requests.
CLOSING:
I would be pleased to further discuss the proposal with you and other administrators as
needed, and at your convenience. Please feel free to contact me at (912) 478-2733 or by email
at dhalaby@georgiasouthern.edu.
Sincerely
Dr. Dominique Halaby
Director, Business Innovation Group
Parker College of Business
Georgia Southern University
217
Georgia Southern University Research And Service Foundation
RESEARCH SERVICE AGREEMENT NO. 12558
BETWEEN
GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION, INC.
AND
VISIT SAVANNAH
THIS RESEARCH SERVICE AGREEMENT (“Agreement”) is between the GEORGIA SOUTHERN
UNIVERSITY RESEARCH AND SERVICE FOUNDATION INC., a nonprofit corporation organized and existing
under the laws of the State of Georgia, having a place of business at Georgia Southern University, P.O. Box 8005,
Statesboro, Georgia 30460-8005, hereinafter referred to as "GSURSF", and
“SPONSOR”: Visit Savannah
Mr. Joseph Marinelli
Address: 101 East Bay Street Phone: 912-644-6437
Savannah, GA 31401 Email: jmarinelli@visitsavannah.com
WHEREAS each of the aforementioned being referred to individually as the “Party” or collectively as the
“Parties”;
WHEREAS, GSURSF and the Board of Regents of the University System of Georgia on behalf of Georgia
Southern University (hereinafter referred to as “University”) have entered into an agreement wherein University
and its faculty and staff employees, independent contractors, subcontractors, and stude nt assistants perform
research and service projects under agreements executed by GSURSF with outside sponsors and/or entities , and
GSURSF manages and controls University’s interests in intellectual property rights created under said agreements
with outside sponsors and/or entities; and
WHEREAS, the Research Services contemplated by this Agreement are of mutual interest and benefit to
GSURSF and SPONSOR, will further the instructional, research and public service missions of University in a
manner consistent with its status as a nonprofit, tax-exempt, educational institution, and may derive benefits for
both University and SPONSOR through the advancement of knowledge;
NOW, THEREFORE, the Parties hereto agree as follows:
1. STATEMENT OF WORK AND REPORTING
GSURSF agrees to use its reasonable efforts to perform the Research Services appended hereto and
incorporated as Appendix A. Periodic reports will be provided (check one) as described in Appendix A; or
as follows:
2. PERIOD OF PERFORMANCE
The period of performance shall be 09/13/2019 through 12/31/2020.
3. PRICE AND PAYMENT
As compensation for the performance of this Agreement, the SPONSOR agrees to pay GSURSF the fixed
price of Twelve Thousand Five Hundred Dollars ($12,500.00). SPONSOR shall have no responsibility for any
expenditure in excess of the amount specified above.
SPONSOR shall: Provide full payment upon submission of the executed Agreement;
Provide payments according to the following schedule:
50% due upon execution of the Agreement
50% due at conclusion of the Period of Performance and receipt of the Final
Report
218
Georgia Southern University Research And Service Foundation
Compensation for the performance of this Agreement shall be made payable to GSURSF and should cite
the Agreement number provided in the fully-executed Agreement:
Georgia Southern University Research and Service Foundation, Inc.
P.O. Box 8005
Statesboro, GA 30460-8005
912-478-5465
4. REPORTS AND PUBLICATIONS
A. GSURSF shall provide SPONSOR with a written report regarding the data obtained in the course of said
Academic Research Services to the extent required in Article 1. Said report shall be maintained as confidential
pursuant to Article 5 of Agreement.
B. SPONSOR recognizes that the results of Research Services which do not disclose Confidential Information
provided hereunder may be deemed publishable by GSURSF, and t hat the researchers engaged in project
shall be free to publish these results, consistent with the obligations imposed in Article 5 of this Agreement.
GSURSF will provide SPONSOR with thirty (30) days to review any manuscripts or proposed publications
arising out of Research Services. SPONSOR may request GSURSF to delay publishing such proposed
publication for a maximum of an additional sixty (60) days in order to protect the potential patentability of any
inventions described therein. Failure to respond within sixty (60) days shall constitute de facto agreement of
SPONSOR that no delay in publication is necessary.
5. CONFIDENTIALITY
"Confidential Information" shall mean any SPONSOR-provided materials, written information, and data
marked "Confidential" or non-written information and data disclosed which is identified at the time of disclosure
as confidential and is reduced to writing and transmitted to the other party within sixty (60) days of such non-
written disclosure. GSURSF hereby agrees to use the same degree of care it uses to protect its own
confidential information and will, to the extent permitted by law: 1) maintain for a period of five (5) years the
Confidential Information obtained from SPONSOR pursuant to this Agreement; and 2) maintain as confidential
any data and interpretation of said Confidential Information arising out of said Research Services until
SPONSOR has had the opportunity to review same. Publications will be limited to new scientific information
regarding Research Services performed, and GSURSF will use reasonable efforts not to disclose proprietary
processes or methods of SPONSOR, or the nature or composition of materials provided by SPONSOR.
6. INTELLECTUAL PROPERTY
All inventions arising out of Research Services will be promptly disclosed to SPONSOR. GSURSF shall not
obtain or attempt to obtain patent coverage on SPONSOR-provided materials or information, without the
express written consent of SPONSOR. All inventions, patent applications, or patents made during Research
Services which name as an inventor at least one employee of University shall be owned as follows:
A. Inventions which involve the use of, composition of, or improvement to SPONSOR-provided materials or
information, or a derivative, analogue thereof shall belong to SPONSOR; and
B. Inventions which cover a scientific process, technique, procedure, medium, device or other process which
is not unique to processing SPONSOR’s proprietary materials or does not derive from SPONSOR-provided
materials or information shall be owned by GSURSF.
7. PUBLICITY
SPONSOR shall not use the names of GSURSF, University, nor of any of its employees or components, nor
any adaptation thereof, in any advertising, promotional or sales literature without the prior written consent
obtained from GSURSF and University, as applicable in each case. SPONSOR may not imply endorsement
by, employment at, or express opinions as those of GSURSF, University, or any components the University
System of Georgia.
8. GOVERNING LAW
This Agreement is performable in Bulloch County, Georgia, and shall be governed and construed in
accordance with the laws of the State of Georgia. This Agreement shall be governed by Georgia law including
but not limited to O.C.G.A. §50-5-85 whereas the SPONSOR, Individual or Corporation certifies that it is not
currently engaged in and agrees for the duration of this agreement not to engage in, a bo ycott of Israel.
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Georgia Southern University Research And Service Foundation
9. WARRANTIES AND INDEMNITY
GSURSF IN NO WAY GUARANTEES RESEARCH SERVICES PERFORMED PURSUANT TO THIS
AGREEMENT AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE QUALITY OF
PRODUCT PRODUCED UNDER THIS AGREEMENT. SPONSOR AGREES TO INDEMNIFY AND HOLD
HARMLESS GSURSF AND UNIVERSITY AGAINST ANY CLAIMS AND COSTS (INCLUDING COUNSEL
FEES) ARISING OUT OF SPONSOR’S COMMERCIAL SALE OR DISTRIBUTION OF PRODUCTS OR
PROCESSES DEVELOPED UNDER THIS AGREEMENT, OR ITS RELIANCE UPON THE REPORTS
PROVIDED UNDER THE AGREEMENT.
10. TERMINATION
Either Party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon
GSURSF’s receipt of a notice of termination, GSURSF shall discontinue all performance of obligations, deliver
to SPONSOR all work products completed in performance of the Agreement as of the t ermination date and
invoice SPONSOR for any and all unpaid costs incurred in the performance of this Agreement prior to the
termination date. SPONSOR shall then reimburse GSURSF those invoiced costs within thirty (30) days of
receipt of this final invoice.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties relative to the Research Services
described herein. The Agreement may be modified, renewed or extended by written mutual agreement of the
parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their authorized
representative.
SPONSOR: VISIT SAVANNAH GEORGIA SOUTHERN UNIVERSITY RESEARCH
AND SERVICE FOUNDATION
By: By:
Name: Name: Bruxanne Hein
Title: Title: Executive Director
Date: Date:
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Georgia Southern University Research And Service Foundation
APPENDIX A
STATEMENT OF WORK
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August 30, 2019
Mr. Joseph Marinelli
President
Visit Savannah
101 East Bay Street
Savannah, Georgia 31401
Re: Tybee Island Tourism Analysis
Dear Mr. Marinelli,
Visit Savannah and The City of Tybee Island has requested an update to the Tybee Island
Tourism Study conducted by Armstrong State University in 2015. This study focused on the
people visiting Tybee Island over a one-year timeframe beginning in October of 2013 and
ending in September of 2014. The data from this survey was used to create a visitor profile and
economic impact of visitors to Tybee Island. Since the report was released, it has been used by
both the City of Tybee Island and Visit Savannah to promote the positive benefit s of tourism
and to better manage the impact the visitors are having on public resources.
The updated report will include a similar visitor profile and economic impact analysis. The
visitor profile will include standard information for this type of report including total number of
visitors that includes a breakdown of number of overnight and day-trips, travels point of origin,
method of transportation to the area, travel party size, booked accommodations, number of
room nights, length of stay on the island, and length of stay for the trip. In addition, visitor
spending habits will be examined in order to estimate the amount of spending linked to day-
trippers and overnight visitors. Each group of visitors will be asked to provide their amount of
spending during their visit to Tybee Island. This spending data will cover categories including,
but not limited to lodging, entertainment, shopping/gifts, local transport and other expenses.
The final spending data will serve as the starting point for the economic impact analysis that
will cover both general economic impact of daytime visitors to Tybee Island and a more focused
impact on unique visitors that spend the majority of their time on Tybee Island. Together these
two impacts will show the economic impact of visitors to Tybee Island. In addition, for the
update to this report, businesses that support the tourism market will be interviewed in order
to development a more holistic picture of the issues facing visitors and the tourism industry on
Tybee Island.
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The goal of this research is to clearly estimate the annual economic impact of visitors to Tybee
Island. The Center for Business Analytics and Economic Research (CBAER), a member of the
Business Innovation Group at Georgia Southern University, will work to meet this objective by
completing the steps in the statement of service.
STATEMENT OF SERIVCE TO BE PERFORMED:
Data Collection
Update the survey instrument used in 2015 and develop a data collection plan
Perform one pilot test to ensure that the survey instrument is well organized and
suitable for both daytime and overnight visitors
Schedule a minimum of eight data collection weekend events between the Fall of 2019
and the Fall of 2020. Ensure that when the sample is finished it covers all four seasons.
Develop a complete data request for the City of Tybee Island
Develop interview questions to be used to discuss visitor impacts with Tybee Island
Businesses
Data Analysis and Economic Impact
Enter collected survey into database and test each round of data collection to ensure
consistency
After initial analysis is complete and all survey data is in a database, estimates will be
generated for the mode of travel, party size, purpose of trip, length of trip, spending on
trip as well as additional basic demographics.
Using survey data and the data provided by the City of Tybee Island an estimate of the
total number of visitors will be generated. This will include a breakdown of both
overnight and day-trips totals to Tybee Island.
The information for these estimates will form the basis for the INPUT into the economic
model IMPLAN
Using IMPLAN, estimates will be generated from Output, Value Added, Labor Income
and Employment. Also, included is information on how dollars being spent are moving
through the economy. Both indirect (business-to-business) and induced (consumer to
business) will be included.
Fiscal Impact Analysis
Work with the City of Tybee Island, the City of Savannah and Chatham County to
estimate the local tax revenues, property tax collections, as well as public service and
general fund impacts linked to visitors.
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Compare the City of Tybee to other communities in Georgia without a large tourism
industry. A number of factors will be used including but not limited to population,
median household income, unemployment, population density, person per household,
etc.
Using the selected Georgia communities, compare government expenditures for
services including but not limited to water/sewer, solid waste, police, fire etc.
Perform a revenue comparison, focusing on areas included but not limited to parking,
property taxes, LOST, Hotel/Motel, Alcohol and other revenue sources.
This report will conclude with presentation material that discusses the findings of this analysis.
This will include a slide deck and one-pager executive summary. It will also highlight the value
of having a beach, including both economic and non-economic impacts. Additional analysis will
demonstrate how the beach on Tybee impacts Chatham County and the State of Georgia.
DELIVERABLES AND TIMEFRAME
The work outlined in this plan will begin when the client reviews and approves this scope of
work document, then returns the signed scope to the CBAER assistant director. At this point,
the Georgia Southern University Research and Service Foundation will draw up a separate
document that will serve as the official contract governing this research project.
The following timeline will begin after the clients review an approver this scope of work
document. Exact dates will be set based on the delivery needs of Visit Savannah and the CBAER
research calendar.
Phase 1: Data collection will take place on a quarterly basis beginning in the fourth quarter of
2019 and continuing during the first, second and third quarter s of 2020.
Phase 2: During the first quarter of 2020 the tax comparison analysis will be prepared.
Phase 3: After all survey data has been collected CBAER will analyze the data and prepare the
economic impact analysis.
Phase 4: Final presentation will be completed during the fourth quarter of 2020.
The cost for the delivered project as described above is $12,500. NOTE: This constitutes half of
the total project (i.e. $25,000). The City of Tybee Island will be contracted separately for the
remainder of the project cost that will include a full written report.
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PAYMENT SCHEDULE:
Payment 1: $6,250 due on contract executions
Payment 2: $6,250 due on delivery of final report
This timeline is contingent upon the terms and conditions presented herein; thus, it is subject
to change. After initial delivery of the final written document, a review period of twenty (20)
days will commence, during which preferred modifications to final written document are to be
submitted. CBAER will have ten (10) days to respond to these change requests.
CLOSING:
I would be pleased to further discuss the proposal with you and other administrators as
needed, and at your convenience. Please feel free to contact me at (912) 478-2733 or by email
at dhalaby@georgiasouthern.edu.
Sincerely
Dr. Dominique Halaby
Director, Business Innovation Group
Parker College of Business
Georgia Southern University
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
21. This agenda item is requesting that City Council approve an amendment to the FY2020
budget in the General Fund to cover lease and maintenance costs for a building security
system at City Hall. This agenda item is requesting that City Council approve an
amendment to the FY2020 budget in the General Fund to cover lease and maintenance
costs for a building security system at City Hall.
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MAYOR
Jason Buelterman
CITY COUNCIL
Barry Brown Mayor Pro Tem
Wanda Doyle
Julie Livingston
Shirley Sessions
Monty Parks
John Branigin CITY OF TYBEE ISLAND
CITY MANAGER
Shawn Gillen
CLERK OF COUNCIL
Janet LeViner
CITY ATTORNEY
Edward M. Hughes
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
City Council Agenda Item Request
Council Meeting Date for Request: September 12, 2019
Item: This agenda item is requesting that City Council approve an amendment to the FY2020 budget in the General Fund to
cover lease and maintenance costs for a building security system at City Hall. The details of the budget line items for transfer
are as follows:
REQUESTED BUDGETED AMENDMENT ON SEPTEMBER 12, 2019
Requested Budget
Amendment Adjusted
Department Account Description
Account
Number
Current
Budget DECREASE INCREASE
Budget
Balance
Finance Travel & Related 100-1510-52-3500 10,000.00 6,000.00 4,000.00
Finance Education & Training 100-1510-52-3700 10,000.00 4,000.00 6,000.00
Fin - Payroll Travel & Related 100-1519-52-3500 4,000.00 2,000.00 2,000.00
Fin - Payroll Education & Training 100-1519-52-3700 2,400.00 1,000.00 1,400.00
IT Service Contracts 100-1535-52-1300 266,200.00 10,000.00 276,200.00
Bldg Maint Repair/ Maint - Equipment 100-1565-52-2203 40,000.00 3,000.00 43,000.00
0.00
13,000.00 13,000.00
Submitted by: Melissa Freeman, Finance Administrator
Phone / Email: (912) 472-5023/mfreeman@cityoftybee.org
Comments: ________________________________________________________________________________
August 21, 2019
Date given to Clerk of Council
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
22. Community Services Agreement - Tybee Festival Association
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
23. Resolution: Designate October 11-13, 2019 As the Festival Days for Pirates Fest and
Designate the area as the Festival Control Zone
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
24. Resolution: Marsh Hen Trail
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430034.1
RESOLUTION AUTHORIZING THE CITY OF TYBEE ISLAND
(HEREINAFTER REFERRED TO AS “SPONSOR”) AND THE
GEORGIA DEPARTMENT OF TRANSPORTATION (HEREINAFTER
REFERRED TO AS “DEPARTMNET”) TO CONTRACT FOR FUNDING
UNDER THE TRANSPORTATION EQUITY ACT OF THE 21ST
CENTURY (HEREINAFTER REFERRED TO AS “TEA-21)
WHEREAS, the Secretary of the United States Department of Transportation (hereinafter
referred to as the “US DOT”) and the Commissioner of the DEPARTMENT are authorized to
contract for Transportation Enhancement Projects; and
WHEREAS, the contract for financial assistance imposes certain duties upon SPONSOR
including but not limited to the provision of its local share of the project costs; and
WHEREAS, SPONSOR guarantees that it will comply with the Title VI of the Civil Rights
Act of 1964, all other pertinent directives and all US DOT requirements; and
WHEREAS, to complete the project, SPONSOR will use Disadvantaged Business
Enterprises to the fullest extent possible and will implement and administer procedures to ensure
that minority businesses are competitive for contracts and purchase orders when procuring services
including but not limited to construction contracts, supplies, equipment contracts or consultant
contracts.
NOW, THEREFORE, be it resolved by SPONSOR that:
The City Manager is authorized to execute the contract on behalf of SPONSOR
with the DEPARTMENT for aid in financing construction, and all other activities
incidental thereto, of Transportation Enhancement Activity pursuant to Public Law
105-178 (1998); and all other provisions as set forth in the contract with the
DEPARTMENT.
The City Manager is authorized to execute and file an assurance any other
documents required by the US DOT and the DEPARTMENT certifying compliance
with Title VI of the Civil Rights Action of 1964.
The City Manager is authorized to furnish any and all additional information that
may be required by US DOT or the DEPARTMENT in connection with the
application for the Transportation Enhancement Activity project and budget.
That the City Manager is authorized to set forth and execute affirmative
disadvantaged business policies in connection with the participation goal
established by the Georgia Department of Transportation.
DULY ADOPTED this 22 day of September, 2019.
By: ____________________________________
Jason Buelterman, Mayor
CITY OF TYBEE ISLAND, GEORGIA
Attest: _________________________________
Janet LeViner, Clerk
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
25. Resolution and Contingent Fee Agreement: Class Action Airbnb
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430034.1
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TYBEE
ISLAND, GEORGIA AUTHORIZING EMPLOYMENT OF A COUNSEL
AND THE JOINING OF A LAWSUIT AGAINST INTERNET
ACCOMMODATION SHARING COMPANIES.
W I T N E S S E T H:
WHEREAS, it is apparent that internet accommodation sharing companies such as Airbnb,
Inc. are acting in concert with local property owners to offer temporary accommodations to
travelers and occupants within the City's jurisdiction, but are failing to collect and remit taxes
properly due on such transactions (including without limitation local City of Tybee Island's hotel
excise taxes pursuant to O.C.G.A. §48-13-50, et. seq., hereinafter collectively referred to as the
"Hotel Tax Claims"), and
WHEREAS, the City desires assistance to obtain the payment of such past and future Hotel
Tax Claims and counsel who have previously represented the City on similar claims against other
online travel companies have offered to represent the City to collect said claims upon terms and
conditions previously agreed to for representation regarding such claims.
NOW, THEREFORE, be it resolved that the City of Tybee Island enter into and execute
the Representation Agreement attached hereto as Exhibit "A," and that the Mayor of the City of
Tybee Island be authorized and directed to execute the Agreement.
DULY ADOPTED this _____ day of September, 2019, by a vote of __ to __, in public
session for official purposes.
CITY OF TYBEE ISLAND, GEORGIA
(OFFICIAL SEAL)
By: ____________________________________
Jason Buelterman, Mayor
Attest: _________________________________
Janet LeViner, Clerk
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
26. First Reading, 2019-14, Sec 42-60, Balloons/Chinese Lantern Release
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1
ORDINANCE NO. 14-2019
AN ORDINANCE TO AMEND THE CODE OF ORDINANCES OF TYBEE ISLAND,
GEORGIA, SO AS TO SPECIFICALLY PROVIDE THAT IT IS PROHIBITED AND
UNLAWFUL TO RELEASE BALLOONS SUCH AS HELIUM BALLOONS
OR CHINESE LANTERN TYPE DEVICES INTO THE ATMOSPHERE AND
TO CLARIFY THAT BALLOONS AND CHINESE LANTERNS ARE DEEMED TO
BE “LITTER”, TO PROVIDE AN EFFECTIVE DATE AND FOR OTHER PURPOSES
WHEREAS, the duly elected governing authority for the City of Tybee Island, Georgia, is
authorized under Article 9, Section 2, Paragraph 3 of the Constitution of the State of Georgia to
adopt reasonable ordinances to protect and improve the public health, safety, and welfare of the
citizens of Tybee Island, Georgia, and
WHEREAS, the duly elected governing authority for the City of Tybee Island, Georgia, is
the Mayor and Council thereof, and
WHEREAS, the governing authority desires to adopt and/or amend ordinances under its
police and home rule powers, and
WHEREAS, the governing authority desires to amend the Code of Ordinances for the City
of Tybee Island to prohibit the release of harmful balloons and “Chinese lanterns”, and
WHEREAS, it is found the use of balloons and similar items, including “Chinese lanterns”
are a hazard to the environment, as well as to wildlife, and therefore, it is resolved as follows:
NOW, THEREFORE, be it resolved and it is hereby ordained by the governing authority
of the City of Tybee Island that Section 12-1 (a) 2 shall be amended so that hereafter it shall read
as follows:
SECTION 1
(2) Placement of litter. It shall be unlawful to throw, place, deposit, sweep or scatter,
or cause to be thrown, placed, deposited, swept, or scattered, any paper, food, cigarette butts,
bottles, cans, trash, fruit peelings or other refuse upon the beaches or structures erected hereon.
Beach goers must have their trash in a container at all times. Littering shall also include the release
of helium balloons and/or Chinese lanterns, including helium, foil, mylar or “bio-degradable”
balloons from any location in the City, including the beach, structures on the beach and waters
adjacent thereto, and such activity shall be classified as “littering” and subject to the prohibition
herein.
SECTION 2
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2
It is further hereby ordained by the governing authority of the City of Tybee Island that
Section 42-60 (5) is hereby amended so as to add the following thereto:
The release of helium balloons and/or Chinese lanterns, including helium, foil, mylar or
“bio- degradable” balloons from any location in the City, including the beach, structures thereon
and waters adjacent thereto, shall be deemed to be “littering” and included as an activity prohibited
in this subsection.
SECTION 3
All ordinances and parts of ordinances in conflict herewith are expressly repealed.
SECTION 4
It is the intention of the governing body, and it is hereby ordained, that the provisions of
this ordinance shall become effective and be made a part of the Code of Ordinances, City of Tybee
Island, Georgia, and the sections of this ordinance may be renumbered to accomplish such
intention.
SECTION 5
This ordinance shall be effective upon its adoption by the Mayor and Council pursuant to
The Code of the City of Tybee Island, Georgia.
This Ordinance shall become effective on ________ day of __________________, 2019.
ADOPTED THIS DAY OF , 2019.
_________________________________
MAYOR
ATTEST:
CLERK OF COUNCIL
FIRST READING:
SECOND READING:
ENACTED:
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
27. Bubba Hughes: Resignation/Agreement Angela Hudson
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NOTICE TO ANGELA HUDSON;THIS IS A LEGAL DOCUMENT AND YOU ARE ADVISED TO DISCUSSTHE TERMS OF THIS AGREEMENT WITH AN ATTORNEY PRIOR TOSIGNING.RESIGNATION. GENERAL RELEASE AND WAIVER OF RIGHTSThis Resignation, General Release and Waiver of Rights ("Agreement") is made andentered into by and between Angela Hudson, hereinafter, "Hudson" and the City of Tybee Island,Georgia hereinafter the "City of Tybee Island", collectively referred to herein as the "Parties.1.If this Agreement is accepted by the City of Tybee Island, Hudson's employment willterminate based on her resignation at the close of business on the 12'"^ day of October, 2019, unlesswithin seven (7) days following her signature hereon, she has revoked this agreement pursuant tothe provisions below. On the eighth day following her signature and at the time of her resignationor within three (3) business days thereafter, whichever is later, she will receive the equivalent ofsix (6) months of her salary, except for the period from August 26, 2019 until October 12, 2019for which she is considered to be on paid leave and all sums paid during that period will bededucted from the six months total which would otherwise total $47,838.70. The estimated sumto be deducted based on salary paid for August 26, 2019 through October 12, 2019 is $12,879.65.These sums are being paid to settle any and all disputes, including but not limited to, Hudson'sentitlement or lack of entitlement to benefits. By signing this Agreement, Hudson has decided toaccept these benefits, which would not otherwise be available to her. Following the expiration ofher right of revocation as provided herein, the payment described will be payable as describedabove within three business days of her effective resignation, provided Hudson's right ofrevocation has expired2.In return for the consideration set forth in Paragraph I of this Agreement, less any amountwhich must be deducted and/or withheld, Hudson hereby resigns her employment with the City,effective October 12, 2019. Hudson knowingly waives and voluntarily releases all claims whichshe may have as of this date or the date of her resignation, whichever is later, against the City ofTybee Island and its subdivisions, elected officials, appointees, assigns, officers, directors, agentsand employees, all of the foregoing including their personal and official capacities, and any benefitplans provided to her, including the representatives, agents, administrators and committees of suchbenefit plans (all of the foregoing persons and entities are hereinafter collectively referred to as"the City"). The claims Hudson is hereby releasing include but are not limited to any and allgrievances, charges, claims, administrative actions, liabilities, causes of action, demands,obligations, or suits of any nature whatsoever, known or unknown, whether based on statute,contract or common law, related directly or indirectly to her employment with City of Tybee Islandor the termination of that employment, such as claims under: Title Vll of the Civil Rights Act of1964 (as amended); the Civil Rights Act of 1991; the Employee Retirement Income Security Actof 1974 (as amended); the Fair Labor Standards Act; the National Labor Relations Act (asamended); the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990 (as amended);244
the Family and Medical Leave Act of 1993; the Worker Adjustment & Retraining Notification Act("WARN"); age claims and rights under the Age Discrimination in Employment Act ("ADEA");the Georgia Whistleblower statute, O.C.G.A. §45-1-4 or any other whistleblower law; the OlderWorkers Benefit Protection Act; the Consolidated Omnibus Budget Reconciliation Act("COBRA"); the Family and Medical Leave Act ("FMLA"); the Rehabilitation Act, 42 U.S.C.§1981; and any other federal, state or local law, the common law, and/or any other legal orcontractual obligations or restrictions regarding her employment. Hudson understands that thisAgreement covers all claims, which she has, or may have, as of the date on which she signs it.This Agreement does not waive or release (1) any claim for benefits to which she is entitledpursuant to applicable worker's compensation laws; or (2) any rights or claims which may ariseafter the signing of this Agreement, including any claim for future failure to pay benefits inaccordance with terms of any applicable benefit plans. To the extent that this Agreement isconstrued not to prohibit her from filing a charge with the Equal Employment OpportunityCommission (EEOC), this Agreement nevertheless does include a release of her right to file a courtaction or to seek or receive individual remedies or damages in any EEOC proceeding or EEOCfiled court action, except to the extent provided by 29 CFR Ft. 1625.23 which provides that anemployee is not limited in any way from challenging the knowing and voluntary nature of a waiverof a claim under the Age Discrimination in Employment Act.3.Without limiting the foregoing paragraphs, Hudson also specifically releases and waivesany claims of age discrimination that she may have against the City as of the date she signs thisAgreement, including any and all rights and claims arising under the Age Discrimination inEmployment Act (as amended), the Older Workers Benefit Protection Act, or any state law ormunicipal ordinance, and she acknowledges that of the consideration referred to above, $100.00 isin settlement of all such claims specifically.4.The City ofTybee Island shall pay the sum of $47,838.70, less sums paid between August26, 2019 and October 12, 2019, total, subject to withholding as required by law representing 6months of salary, as a compromise of any claims disputed or otherwise, and representscompensation of any disputed claims, including, but not limited to, any claim for attorney's feesby Hudson. A check for $1,600.00 deducted from the total sum shall be payable to "AngelaHudson and Ethel Munson, her attorney", and Hudson shall be solely responsible for thedistribution of the proceeds between herself and the attorney. The check will be delivered toAngela Hudson and/or Ethel Munson on the 8"' day following the execution of the agreementprovided the right of revocation has not been exercised and following October 12, 2019. Inconsideration made hereunder for attorney's fees, Hudson and Ethel Munson (acting on her ownbehalf and on behalf of her firm and any individual lawyers therein) agree, represent, warrant andacknowledge that they have released any claims that they may have for attorney's fees. EthelMunson further warrants that she has authority to act on behalf of her firm and the individuallawyers therein. The benefits under the Agreement completely discharge any obligation of theCity with respect to Hudson's employment with the City or any other payments or benefits thatshe might otherwise be entitled to under any other severance or separation plan, not inclusive ofretirement plan, sponsored by the City.245
5.Insurance conversion rights, if any, shall be governed by applicable law and benefit planas with any other separated employee and Hudson will be responsible for all payment of allCOBRA premiums as would any other separated employee, except that the City, in addition to theconsideration stated above, shall maintain her present health insurance in place for a period of 30days from the effective date hereof and/or through and including October, 2019, whichever is later.This Agreement shall not be construed in any manner as an admission by the City that ithas violated any law, policy or procedure or acted wrongfully with respect to Hudson or any otherperson, or that she has any rights whatsoever against the City. Hudson acknowledges that the Cityspecifically disclaims any liability to her arising from her employment relationship with the Cityof Tybee Island.7.The provisions of this Agreement are severable and, if any part of it is found to beunenforceable, the other paragraphs shall remain fully valid and enforceable.This Agreement does not in any way waive, settle or compromise Hudson's entitlement toretirements benefits which have accrued during the course of her employment. To the extent ofany conflict, this paragraph controls over any other provision of this Agreement in that regard.9.This Agreement is to be construed and inteipreted in accordance with Federal Law and thelaws of Georgia, with Federal Law controlling if there is a conflict.10.As a condition precedent to the issuance of the sum outlined in Paragraph 1 of thisAgreement, Hudson agrees to return to the City of Tybee Island all of its property and documentswhich are in her possession. The City of Tybee Island agrees to deliver all personal items andeffects which Hudson left in her office prior to being placed on leave with pay. Hudson agreesthat she will not seek re-employment or a contractual relationship with the City of Tybee Island atany time in the future.11.All inquiries from prospective employers inquiring about Hudson's prior employment withthe City of Tybee Island will be forwarded to the Director of Human Resources or some equivalentmanager who will only provide Hudson's dates of employment, positions held, and salary historyin writing. The Mayor or Mayor Pro-tem will provide a letter of recommendation. The City willhowever properly respond to valid Open Record Request.246
12.Hudson understands that she will have twenty-one (21) days from the date of receipt of thisWaiver to review, consider and execute tliis document, and that she will have the right, withinseven (7) days after executing this Resignation, General Release and Waiver of Rights, to revokeit by delivering her written revocation to Janice Elliott, P.O. Box 2749, Tybee Island, Georgia,31328. Hudson understands that none of the terms of the Waiver shall become effective orenforceable until at least the eighth (8th) day after the original date that she signs the Waiver,provided that she has not revoked the Waiver prior to that date. Hudson further acknowledges thatshe has been advised to consult with an attorney before executing this Waiver, to ensure that shefully understand its legal significance. She does represent that she has have consulted with anattorney who participated in arriving at the agreement which is the subject matter hereof.HUDSON HAS CAREFULLY READ THE FOREGOING AGIUHEMENT ANDACKNOWLEDGES THAT SHE KNOWS AND UNDERSTANDS THE CONTENTSTHEREOF, AND SHE EXECUTES THIS AGREEMENT ON HER OWN FREE WILL. THEAGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT BOTH PARTIESINTEND TO BE LEGALLY BOUND AS OF THE DATE STATED BELOW.Date of SignatureANGELA HUDSONd subsoifbeday of0 before me,2019.Ethel L Munotary^blicy. GEORGIANotary Public W Comm. ExDir'e.<.Mv Commission Expires:IPATED IN BY:•THEL MUNSONAttorney for Angela HudsonAPPROVED, ACCEPTED AND AGREED TO:City of Tybee Island, GeorgiaDRAFTED BY AND APPROVEDByi.By:Edward M. Hughes, Attomeyfor the City of Tybee Island247
\ n - ;. - -T 'v .''-O^ • '■V- i ' ''■■Af8BO:3a A,; •-.,. . : —•;:;0 .-.- V-^*^ •••^•• •••.. A/r,' A--A-C*V aA "T'A-V..J>248
P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
28. Bubba Hughes: Ante Litem, Je'Aarian Belin
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
29. John Branigin: Master Plan Implementation Committee
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P.O. Box 2749 – 403 Butler Avenue, Tybee Island, Georgia 31328-2749
(866) 786-4573 – FAX (866) 786-5737
www.cityoftybee.org
Item Attachment Documents:
37. George Shaw: Approval of Grant Administrator for HMGP
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REQUEST FOR PROPOSAL
RFP NO. 2019-740
HAZARD MITIGATION GRANT ADMINISTRATOR
PROPOSAL DUE: TUESDAY, SEPTEMBER 24, 2019 by 2:00pm
PRE-PROPOSAL MEETING: TUESDAY, SEPTEMBER 10 at 11:00am
CITY OF TYBEE ISLAND, GEORGIA
JASON BUELTERMAN, MAYOR
BARRY BROWN, MAYOR PRO TEM SHIRLEY SESSIONS
WANDA DOYLE JULIE LIVINGSTON
JOHN BRANIGIN MONTY PARKS
DOCUMENT CHECK LIST
The following documents are contained in and made a part of this RFP Package, and are required
to be submitted with the Proposal. It is the responsibility of the Proposer to read, complete and
sign, where indicated, and return these documents with the Proposal. FAILURE TO DO SO
MAY BE CAUSE FOR DISQUALIFICATION OF THE PROPOSER
INTRODUCTION
SPECIFICATIONS AND REQUIREMENTS
INSTRUCTIONS TO PROPOSERS
GENERAL INFORMATION
EVALUATION CRITERIA
ATTACHMENTS: A. SIGNATURE SHEET; B. CONTRACTOR AFFIDAVIT; C. SAVE
AFFIDAVIT; D. VENDOR INFORMATION; E. CHECKLIST
INTRODUCTION
Date: 8-28-18
This is a request for proposals to supply the City of Tybee Island, Georgia (sometimes
hereinafter referred to as “Owner”) with services as indicated herein.
The City of Tybee Island has recently been awarded a FEMA Hazard Mitigation Program Grant
to elevate up to twelve homes on the island. We are seeking management services to administer
all phases of the grant contract to include funds allocation, reimbursement requests, record
keeping, reporting and close out. Additional activities would include public workshops and
meetings, individual meetings with homeowners, updates to city council and coordination with
city staff.
299
Sealed proposals must be received by 2:00pm local time, on Tuesday, September 24, 2019.
The City of Tybee Island reserves the right to reject any or all proposals.
A pre-proposal meeting will be held on Tuesday, September 10, at 11:00am in the City Hall
auditorium (403 Butler Ave, Tybee Island). Interested vendors are encouraged to attend,
as they will have the opportunity to discuss specifications, visit the site, and ask questions.
METHOD OF AWARD: If the City of Tybee Island awards a contract as a result of this RFP, it
will be awarded to the responsible proposer deemed able to provide the best value for the
City. The award will take into account price among other factors as specified in this RFP. The
City reserves the right to select the proposer which best meets the City’s goals and objectives,
needs, budget constraints, and quality levels, as well as its educational and service level
expectations. The City reserves the right to award a contract to one or multiple vendors.
Proposals are subject to the terms and conditions of this RFP.
Signature of proposer indicates understanding and compliance with the attached terms and
conditions, and all other specifications made a part of this request, and any subsequent award or
contract. All terms, conditions and representations made in this request will become an integral
part of the contract. Nothing contained within this RFP is indicative of intent by the City of
Tybee Island to reimburse the proposer, in whole or in part, for any costs associated with
preparation, submission, or presentation of proposals.
Instructions for preparation and submission of a proposal are contained in this RFP package.
Please note that specific forms for submission of a proposal are required.
The City of Tybee Island has an equal opportunity purchasing policy to assure all procurement
procedures are conducted in a manner that provides maximum open and free competition. The
City seeks to ensure that all segments of the business community have access to supplying the
goods and services needed by the City. The City provides equal opportunity for all businesses
and does not discriminate against any persons or businesses regardless of race, color, religion,
age, sex, national origin or handicap.
The City of Tybee Island is seeking a proposal package for service or materials equal to or
exceeding specifications set forth on the attached pages. Those not meeting these standards will
be rejected. The attached material specifications become and remain a part of this RFP.
All responses, inquiries, or correspondence relating to, or in reference to, this RFP, and all
reports, charts, displays, schedules, exhibits and other documentation by the proposers will
become the property of the City when received. The City retains the right to use any or all ideas
presented in any response to this RFP, whether amended or not. Selection or rejection of the
proposal does not affect this right.
SPECIFICATIONS AND REQUIREMENTS
Manage all aspects of the Hazard Mitigation Grant to elevate homes out of the floodplain on
Tybee Island, GA. Requirements include:
Conduct public meeting for all eligible homeowners to explain the process
Vet contractors to ensure minimum qualifications are met
Work with our finance director to create a budget for the project
Manage cash flow from GEMA including all necessary record keeping and
reporting
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�� M a n a g e p a y o u t s i n k e e p i n g w i t h F E M A g u i d e l i n e s i n c l u d i n g a l l n e c e s s a r y r e c o r d
k e e p i n g a n d r e p o r t i n g
�� P r e s e n t p r o j e c t u p d a t e s t o C i t y C o u n c i l q u a r t e r l y
�� S u b m i t g r a n t a m e n d m e n t s a s n e c e s s a r y
�� A l l o t h e r t a s k s n e c e s s a r y f o r a d m i n i s t r a t i n g g r a n t t o F E M A s p e c i f i c a t i o n s
�� C l o s e o u t t h e g r a n t a s r e q u i r e d b y F E M A
C o s t s s h o u l d i n c l u d e u n i t p r i c e b a s e d o n n u m b e r o f s t r u c t u r e s t h a t a r e e l e v a t e d t h r o u g h t h e g r a n t
1 . I N S T R U C T I O N S T O P R O P O S E R S
P u r p o s e : T h e p u r p o s e o f t h i s d o c u m e n t i s t o p r o v i d e g e n e r a l a n d s p e c i f i c i n f o r m a t i o n f o r u s e i n
s u b m i t t i n g a p r o p o s a l t o s u p p l y t h e C i t y o f T y b e e I s l a n d w i t h e q u i p m e n t , s u p p l i e s , a n d / o r
s e r v i c e s a s d e s c r i b e d h e r e i n . A l l R F P s a r e g o v e r n e d b y t h e C o d e o f t h e C i t y o f T y b e e I s l a n d ,
G e o r g i a , 1 5 - 2 0 1 5 S e c 1 , A r t V I I , P r o c u r e m e n t , S e c 2 - 4 0 0 , a n d t h e l a w s o f t h e S t a t e o f G e o r g i a .
P r o p o s e r s m u s t c a r e f u l l y r e v i e w a l l p r o v i s i o n s o f , a n d a t t a c h m e n t s t o , t h i s d o c u m e n t p r i o r t o
s u b m i s s i o n . E a c h p r o p o s a l c o n s t i t u t e s a n o f f e r a n d c a n n o t b e w i t h d r a w n e x c e p t a s p r o v i d e d
h e r e i n . T h i s R F P a n d a n y a t t a c h m e n t s , p l a n s , a n d / o r o t h e r r e l a t e d d o c u m e n t s c a n b e f o u n d o n t h e
C i t y s w e b s i t e a t h t t p s : / / w w w . c i t y o f t y b e e . o r g / B i d s . a s p x . I t i s i n c u m b e n t u p o n t h e p r o p o s e r t o
c h e c k t h e w e b s i t e f o r a d d i t i o n a l i n f o r m a t i o n a n d / o r a d d e n d u m s .
1 . 1 H o w t o P r e p a r e P r o p o s a l s :
A l l P r o p o s a l s m u s t b e :
a . P r e p a r e d o n t h e f o r m s e n c l o s e d h e r e w i t h , u n l e s s o t h e r w i s e p r e s c r i b e d , a n d a l l
d o c u m e n t s m u s t b e s u b m i t t e d .
b . P r o p o s a l s m u s t b e s i g n e d b y t h e b u s i n e s s o w n e r o r a u t h o r i z e d r e p r e s e n t a t i v e , w i t h
a l l e r a s u r e s o r c o r r e c t i o n s i n i t i a l e d a n d d a t e d b y t h e o f f i c i a l s i g n i n g t h e P r o p o s a l .
A L L S I G N A T U R E S P A C E S M U S T B E S I G N E D .
1 . 2 H o w t o S u b m i t P r o p o s a l s :
O n e o r i g i n a l , a n d o n e c o m p l e t e P D F v e r s i o n o n a U S B d r i v e , m u s t b e s u b m i t t e d i n a
s e a l e d o p a q u e e n v e l o p e , p l a i n l y m a r k e d w i t h t h e R F P n u m b e r a n d t i t l e , a n d p r o p o s e r s
c o m p a n y n a m e , t o t h e o f f i c e o f t h e a d d r e s s b e l o w p r i o r t o t h e t i m e s p e c i f i e d . I n c l u d e
y o u r p r o p o s a l , a n d a l l r e q u i r e d a t t a c h m e n t s , w h i c h c a n b e f o u n d a t t h e e n d o f t h i s
d o c u m e n t .
�� I n c l u d e a l l r e q u e s t e d d o c u m e n t s , i n a d d i t i o n t o a W - 9 a n d c e r t i f i c a t e o f
i n s u r a n c e .
�� C i t y / C o u n t y O c c u p a t i o n a l T a x C e r t i f i c a t e R e q u i r e m e n t : C o n t r a c t o r m u s t
s u p p l y a c o p y o f t h e i r O c c u p a t i o n a l T a x C e r t i f i c a t e a s p r o o f o f p a y m e n t o f
t h e o c c u p a t i o n a l t a x w h e r e t h e i r o f f i c e i s l o c a t e d . I n a d d i t i o n , i f a c o n t r a c t i s
a w a r d e d , c o n t r a c t o r s t h a t a r e n o t l o c a t e d o n T y b e e I s l a n d a r e r e q u i r e d t o
o b t a i n a T y b e e I s l a n d c o n t r a c t o r r e g i s t r a t i o n . C o n t a c t S h a r o n S h a v e r f o r
a d d i t i o n a l i n f o r m a t i o n , a t 9 1 2 - 4 7 2 - 5 0 7 2 , o r i n p e r s o n a t T y b e e I s l a n d C i t y
H a l l 4 0 3 B u t l e r A v e , T y b e e I s l a n d , G a
3 0 1
�� I n c l u d e a t l e a s t t h r e e ( 3 ) r e f e r e n c e s d o c u m e n t i n g y o u r e x p e r i e n c e w i t h
s i m i l a r p r o j e c t s . I n c l u d e n a m e o f p r o j e c t , c o n s t r u c t i o n c o s t , l o c a t i o n , a n d
c u r r e n t r e f e r e n c e c o n t a c t i n f o r m a t i o n i n c l u d i n g n a m e , p h o n e n u m b e r , a n d
e m a i l a d d r e s s . I n a d d i t i o n t o t h e i n f o r m a t i o n a b o v e , s u b m i t a w r i t t e n a n d / o r
p h o t o g r a p h i c d e s c r i p t i o n o f h o w t h e s e p r o j e c t s r e l a t e t o t h i s R F P .
�� A l l P r o p o s a l s m u s t b e h a n d d e l i v e r e d , m a i l e d , o r s e n t b y c o u r i e r i n s u f f i c i e n t
t i m e t o e n s u r e r e c e i p t b y t h e P u r c h a s i n g A g e n t o n o r b e f o r e t h e t i m e a n d
d a t e s p e c i f i e d a b o v e . I n c l u d e R F P # 2 0 1 9 - 7 4 0 o n f r o n t o f e n v e l o p e .
�� C o u r i e r o r h a n d d e l i v e r r e s p o n s e p a c k a g e t o :
M E L I S S A F R E E M A N
T Y B E E I S L A N D C I T Y H A L L
4 0 3 B U T L E R A V E
T Y B E E I S L A N D , G A . 3 1 3 2 8
�� P r o p o s a l s m a y b e s u b m i t t e d v i a U S M a i l , b u t p r o p o s e r s c h o o s i n g t h i s
m e t h o d s h o u l d a l l o w a t l e a s t a n a d d i t i o n a l 2 4 h o u r s f o r d e l i v e r y :
M E L I S S A F R E E M A N
C I T Y O F T Y B E E I S L A N D
P O B O X 2 7 4 9
T Y B E E I S L A N D , G A . 3 1 3 2 8
F A X E D O R E - M A I L E D C O P I E S W I L L N O T B E C O N S I D E R E D . P R O P O S A L S
N O T R E C E I V E D B Y T H E T I M E A N D D A T E S P E C I F I E D W I L L N O T B E
O P E N E D .
1 . 3 H o w t o S u b m i t a n O b j e c t i o n :
P o t e n t i a l p r o p o s e r s m u s t p r e s e n t a n y w r i t t e n o b j e c t i o n t o t h i s R F P a t l e a s t s e v e n ( 7 ) d a y s
p r i o r t o t h e p r o p o s a l d u e d a t e . T h e o b j e c t i o n s c o n t e m p l a t e d m a y p e r t a i n t o f o r m a n d / o r
s u b s t a n c e o f t h e R F P d o c u m e n t s . O b j e c t i o n s m u s t b e m a d e i n w r i t i n g t o t h e P u r c h a s i n g
a g e n t , M e l i s s a F r e e m a n m f r e e m a n @ c i t y o f t y b e e . o r g . E m a i l s u b j e c t l i n e : O b j e c t i o n t o
R F P # 2 0 1 9 - 7 4 0 .
1 . 4 E r r o r s i n R F P r e s p o n s e s :
P r o p o s e r s a r e e x p e c t e d t o f u l l y i n f o r m t h e m s e l v e s a s t o t h e c o n d i t i o n s , r e q u i r e m e n t s , a n d
s p e c i f i c a t i o n s o f t h i s R F P b e f o r e s u b m i t t i n g a p r o p o s a l . F a i l u r e t o d o s o w i l l b e a t t h e
P r o p o s e r '