HomeMy WebLinkAbout11732RESOLUTION NO. 11732
A RESOLUTION AWARDING A LEASE AGREEMENT IN THE
AMOUNT OF $30,000.00 TO REDZONE ROBOTICS, INC., AND
SETTING FORTH $1,500.00 FOR CONTINGENCIES, FOR, AND
AUTHORIZING THE PURCHASING AGENT TO EXECUTE THE
SAME
WHEREAS, the Wastewater Department needs a 100% video survey of 8 -inch and 10-
inch sanitary sewer mains to facilitate planning and scheduling of infrastructure maintenance,
and;
WHEREAS RedZone Robotics, Inc. can provide autonomous robotic cameras that will
speed the completion of the video survey project;
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
A lease agreement to lease autonomous robotic cameras from, and the same is hereby
awarded to RedZone Robotics, Inc. in the amount of $30,000.00.
SECTION 2.
The Purchasing Agent is hereby authorized to execute said contract on behalf of Pueblo,
A Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the
same.
SECTION 3.
In addition to the amount of the bid set forth, as aforementioned, an additional amount
as stipulated in this section is hereby established for contingencies and additional work.
Contingencies and Additional Work ......... $1,500.00
SECTION 4.
Funds for said project shall be from the Sewer User Fund.
INTRODUCED: October 26, 2009
BY: Judy Weaver
COUNCILPERSON
APPR t)' 40 �-
PRESIDENTof City Council
ATTESTEC? BY:
CITY CLERK
L) 4
Background Paper for Proposed
RESOLUTION
AGENDA ITEM # N -14
DATE: October 26, 2009
DEPARTMENT: WASTEWATER DEPARTMENT
GENE MICHAEL, DIRECTOR
TITLE
A RESOLUTION AWARDING A LEASE AGREEMENT IN THE AMOUNT OF
$30,000.00 TO REDZONE ROBOTICS, INC., AND SETTING FORTH $1,500.00 FOR
CONTINGENCIES, AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE
THE SAME
ISSUE
Should the City Council award a lease agreement in the amount of $30,000.00 to
RedZone Robotics, Inc., for leasing robotic cameras for sanitary sewer inspection.
Approve this Resolution.
BACKGROUND
RedZone Robotics, Inc. produces unique robotic cameras capable of performing video
inspection of sanitary sewer lines without the supervision of an operator. Using this
technology can speed the completion of the Wastewater Department's goal to complete
a 100% video survey of the condition of all 8 -inch and 10 -inch sanitary sewer mains, to
facilitate planning for infrastructure repair and maintenance.
FINANCIAL IMPACT
Funding for this project will be taken from the Sewer User Fund.
'RedZone '
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Solo Lease Proposal
Professional Services
Sept 15, 2009
Mr Gene Michael
Director
Pueblo Wastewater Department
211 E. `D' Street
Pueblo, CO 81003
RE. Solo inspection robot lease. RZ Opp # 100973
Dear Mr Michael,
The Solo Lease program is a first phase of a total industry makeover with regards to pipe
inspection. We are pleased to work with you on your inspection project and appreciate your
interest in using Solo.
The following details the proposal of RedZone Robotics ( "RedZone "), regarding the leasing to
Pueblo Wastewater Department ( "Customer ") by RedZone of Solo Inspection Robots ( "Solos ").
Solo is a sewer inspection robot for the CCTV inspection of 8" — 12" sewer pipes. In addition to
Solo robots, RedZone will prepare reports ( "Data Reports ") from the data collected by the leased
Solos in accordance with NASSCO PACP standards.
This proposal summarizes the key terms and conditions under which RedZone will lease Solo
robots to Customer The parties shall have no obligations unless and until Customer executes
and delivers RedZone's standard Solo lease agreement, a copy of which is attached to this
proposal letter
RedZone Robotics, Inc
91 43rd Street, Suite 250 Phone 412.476.8980
Pittsburgh PA 15201 Fax 412.476.8981
www.redzone.com
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Package Summary
Package Name LF inspection capacity of # of Price per Weekly Number
Package Lease inspected Lease of
Weeks foot Fee Robots
Standard Solo lease LF capacity ranges for term 3 weeks $0 10 $ 10,000 4
between 45,000 LF and 78,000
LF Please refer to item #1
under `Other Provisions' for a
list of success factors.
Special Conditional Offer:
In the event Customer executes and delivers RedZone's standard Solo lease agreement on or
before September 30, 2009 RedZone agrees to extend the # of lease weeks of this Agreement to
four (4) weeks and waive the Price per inspected foot for the term of this Agreement. Extending
the term another week increases LF inspection capacity of package to a range of between 60,000
LF to 105,000 LF Please refer to item #1 under `Other Provisions' for a list of success factors.
Package Includes
• # of Solo robots as listed in package above
• 1 User Interface for every 4 Solo robots
• 6 Rechargeable Batteries for each Solo robot
• All equipment and attachments associated with Solo, required to complete the inspection
listed in the Terms below excluding those listed under "Other Provisions"
Rental Rates
A total rental fee ( "Base Rent ") per Solo Package listed above. Solo robots will be deployed by
customer Base Rent includes items as indicated above.
Data Reports
Data will be reported on within 21 days of acceptance by RedZone and will result in a Data
Report. RedZone will package all completed Data Reports on a weekly basis for shipment on
that Friday Data Reports will be processed in accordance to NASSCO PACP standards and will
consist of coded video, a PACP report in electronic document format, and a PACP 4.2 database.
Manhole numbers will be used for inspection labeling. Deployment personnel will collect a GPS
coordinate at each of the manhole insertion locations and this will be stored in the PACP
database.
A Sample Data Report will be mailed prior to project start
Payment Terms
SOLO Lease projects will be invoiced as follows. 50% upon receipt of executed lease agreement
and 50% on project completion. Rental payments are payable 30 days from invoice date.
' Page 2 of 4
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Training
RedZone shall provide for no charge initial training ( "Initial Training ") as follows:
Initial Training will include deployment and maintenance training at the respective job sites
during the first week of operation. All deployment technicians of the lessee must be certified by
RedZone before deploying the equipment. Additional training shall be at the expense of
Customer, based on RedZone's then applicable rates in effect for such training.
In the case of additional training beyond Initial Training, unless otherwise expressly agreed by
RedZone, Customer shall reimburse RedZone for all reasonable out -of- pocket costs and
expenses incurred by it to provide the training, including travel and lodging expenses.
Service and Support for goods leased
All requested for technical service and support shall be made directly to RedZone Robotics in
accordance to their terms and conditions.
Other Provisions
1 Inspection footage during term may vary Key factors influencing footage include crew
competency, pipe condition, segment lengths, easements and the number of concurrent drops
the crew executes.
2. Customer will provide to RedZone written proof of insurance, naming RedZone as an
additional named insured in the amount of at least $2 million, in a form and from an insurer
acceptable to RedZone.
3 Customer is responsible for Solo Deployments.
4 Customer will make available a jetter or rodder truck and operator, at its own cost, in the
event a Solo becomes lodged within the pipe.
5 Customer will provide RZ office /lab space (tables /work benches, power, water, internet,
phone, etc ) with 24 hour access
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Acceptance
If this Proposal is acceptable, please indicate that acceptance in the space provided below Once
RedZone has received this Proposal executed by Customer, it will provide Customer with a start
date. All information regarding Solo Robots and all aspects of this Agreement, so provided is
confidential information of RedZone and shall be kept confidential by Customer and shall be
subject to any confidentiality agreements executed by the parties.
This proposal is good for 60days.
Sincerely,
David Neimeyer
Regional Sales Manager
Attachments include:
• Equipment Usage and Operation (rev1)
• SCHEDULE A SOLO ROBOT LEASE
Accepted in accordance with Resolution 11732, October 26, 2009
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Vera Ortegon Date
City Council President
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Equipment Usage and Operation (rev1.09)
Operational Environment:
Pipe Diameter
The Solo robot is designed to operate in 8 -12' pipe. Deployment into diameters under 8' or over 12' is hazardous
to the robot and is not permitted.
Flow Levels:
The camera lenses should be positioned above the flow and as close to the center of the pipe as possible. This can
be accomplished with proper usage of the rib risers. The Solo robot is designed to operate fully submerged without
incident; however, data collected will not be useful.
Pipe Entrance:
The Solo robot must be deployed from a non - elevated location. It is designed to be deployed from , and return to, an
invert or basin that is at the same elevation as the pipe being inspected.
Field Equipment:
Batteries:
The Solo robot requires two batteries to operate. These batteries are specially designed for the robot. If the Solo
Remote indicates that the batteries are less than 80% full or the visual indication on the batteries shows less than 4
bars, they must be replaced before conducting a deployment. Batteries must always be charged and used as matched
pairs.
Lens Domes:
Lens domes protect the camera lenses from damage. These should be cleaned when dirty and replaced when
scratched or damaged.
Deployment Pole:
The deployment pole is designed to lower the robot into a manhole and place it at the pipe entrance. While lowering
the robot, care should be taken to avoid contact with the manhole wall, ladder rungs, etc. as this could damage the
robot or cause it to fall. The lenses should never come into contact with any object or surface within the manhole or
chimney The robot may be tilted at an angle using the tether to reduce its profile during lowering.
Manhole Hanger.
The manhole hanger is used to anchor the tether near the top of the manhole. It must be installed and removed with
care to prevent damage to the robot. One hanger should be used for each robot deployed, even in the event that
multiple robots are deployed from the same manhole.
Rib Riser.
A rib riser should be installed to keep the lenses above the flow and/or close to the center of the pipe (as mentioned
under Operational Environment/Flow Levels). Care should be taken while installing/removing the rib rise to keep o-
rings and contact surfaces clean of debris. The rib riser and mating surfaces should also be dry before installation or
RedZone Robotics, Inc
91 43rd Street, Suite 25 Phone 412.476.8980
Pittsburgh PA 15210 Fax 412.476.8981
www.redzone.com
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removal. Electrical contacts are fragile and should be handled with care.
Solo Remote:
The Solo Remote communicates wirelessly with Solo robots and must be used enter mission parameters and launch
a robot. It can also be used to review mission results and for robot diagnostics.
Field Maintenance Kit:
The field maintenance kit contains all of the tools and spares required to complete routine operations, such as
removing/replacing the battery lid and rib riser installation/removal. It also contains spare hardware and o -rings.
No other tools or hardware should be used without RedZone's consent.
Support Equipment:
RedZone Vault:
The Vault removes inspection information from the robot, copies it to RedZone hard drives for shipment to
RedZone, and maintains a copy for safekeeping until those disks are received by RedZone and the contents are
confirmed. The Vault should be stored in an office environment, away from debris, moisture, vibration, and
excessive heat. Only Solo robots and RedZone s Hard Drives should ever be plugged into the Vault.
RedZone Hard Drives:
RedZone hard drives are specially formatted and are designed to work with the RedZone Vault. They should not be
substituted or used for any other purpose.
Battery Chargers:
The battery chargers can be operated from 12V (vehicle power) or 110V (wall outlet). Batteries should be charged
as matched pairs. A complete charge (from empty) takes approximately 2 hours.
Shipping Containers.
RedZone ships the Solo robots and equipment in specially designed shipping containers. These must not be used in
the field. All containers and packing materials should be stored so that they can be used to ship materials back to
RedZone.
RedZone Robotics, Inc
91 43rd Street, Suite 25 Phone 412.476.8980
Pittsburgh PA 15210 Fax412.476.8981
www.redzone.com
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Maintenance Schedule.
Each Deployment:
Deployment maintenance should be conducted by the client unless specified otherwise.
Spray Cleaning:
The robot should be sprayed with a water or detergent solution after being retrieved from the manhole. The tracks
should be well cleaned to avoid buildup that causes jamming.
Check Batteries:
If the Solo Remote indicates that the batteries are less than 80% full or the visual indication on the batteries shows
less than 4 bars, they must be replaced.
Check Lens domes:
Lens domes protect the camera lenses from damage. These should be cleaned when dirty and replaced when
scratched or damaged.
Check LED domes:
LED domes should be inspected for cracks or damage after every deployment. Replacement must be done by a
RedZone Field Technician. Cleaning can be performed by the client.
Check Robot Pressure:
The robot pressure levels are displayed by the Solo Remote. If out of acceptable ranges, the robot must be given to
a RedZone Field Technician for pressurization.
Daily & Weekly.
Daily and weekly maintenance will be conducted by a RedZone Field Technician.
Conditional Procedures
Manual Retrieval.
If the robot is retrieved from a mission by an operator pulling on the line, a RedZone Field Technician must inspect
all tether exterior to the robot for fraying, cuts, or other damage. They will replace the tether if necessary
Mechanical Retrieval.
If the robot is retrieved using any powered or non - powered equipment (such as Rodder Truck) the robot must be
inspected fully by a RedZone Field Technician before returning to field inspections.
Jammed Tracks:
If the robot's track become jammed with debris they must be cleaned before returning to field inspections. This is
done my removing the tracks and spraying the interiors & the robot chassis with a hand- pumped spray bottle until all
debris is gone.
LED domes:
LED domes should be cleaned when dirty and replaced when damaged.
RedZone Robotics, Inc
91 43rd Street, Suite 25 Phone 412.476.8980
Pittsburgh PA 15210 Fax 412.476.8981
www.redzone.com
, y � I a 3
SCHEDULE A
SOLO ROBOT LEASE
STANDARD TERMS AND CONDITIONS
I. Delivery and Use. (a) Lessee agrees to use the leased Equipment strictly in accordance with the requirements set
forth in these Standard Terms and Conditions and the specifications set forth or described in the Proposal and the manuals and
operating instructions provided to Lessee by Lessor with the Leased Equipment (together with the specifications described in the
Proposal, the 'Specifications "). The Leased Equipment shall be delivered as provided in the Proposal. If provided in the Proposal,
Lessor shall supply to Lessee one Solo robot which will be held in reserve as a spare (the 'Spare') to be used in the event a robot fails
to work or is damaged, and which shall not otherwise be deployed. Lessee shall be responsible for, and Lessor shall not be responsible
for damage caused to any SOLO robot leased by Lessee hereunder where such damage is caused by negligence of the Lessee.
(b) If the Proposal provides for initial training regarding the use and maintenance of the Leased Equipment,
unless
otherwise stated, Lessor shall send a technician to Lessee's facilities listed in the Proposal to provide that training to the designated
employees or agents of Lessee regarding the use and maintenance of the Leased Equipment, and Lessee shall only be responsible for
reimbursing Lessor for the reasonable travel costs and expenses associated with that training. Leased Equipment shall not be deployed
or used by Lessee without the direct supervision of at least one employee that has been trained and certified by Lessor To the extent
that Lessee requires additional training of its personnel during the term of the Solo Robot Lease to which these Standard Terms and
Conditions are attached (the "Lease "), it shall be scheduled at a mutually convenient time and place, and Lessee shall be responsible to
pay Lessor its then standard fee for such training in addition to reimbursing Lessor for all travel costs and expenses associated with the
provision of any such additional training.
(c) Lessee shall keep a detailed log of all deployments and inspections performed with each Solo Robot
leased hereunder in a form provided or approved by Lessor. Lessor shall have the right, upon giving forty-eight (48) hours notice, to
audit Lessee's usage log, and such books and records and other documents and files regarding the use and operation of the Leased
Equipment, at Lessor's cost, at Lessee's facilities, or at such other place as the parties may agree, during normal business hours of
Lessee. Lessor shall also have the right during normal business hours and upon reasonable notice, at its cost and expense, by its
authorized representatives, (i) to inspect the Leased Equipment and (ii) to observe any and all deployments of the Leased Equipment
by Lessee.
2. Payment of Rent. Any component of Rent not specifically payable on a date or on a monthly basis shall be payable
thirty days after invoicing. Unless otherwise stated, monthly payments shall be due on the first day of the month. All payments shall
be made to Lessor in accordance with such instructions as it from time to time provides (or if no instructions are provided, by check to
its notice address). In the event that any rental payment or other payments (including repayment of amounts expended by Lessor on
behalf of Lessee) due from Lessee hereunder is made after the due date, a late charge, calculated on the basis of a fixed rate per annum
of eight percent (8 %) or the lawful rate, whichever is less, on the over -due rentals and other amounts expended for the period of time
during which they are overdue or expended and not repaid shall be due and owing by Lessee to Lessor The Lease is a net lease and
Lessee's obligations to pay Rent hereunder shall be absolute and unconditional under any and all circumstances.
3. Title: Identification. Lessor retains full legal title to the Leased Equipment and the System, which includes each
SOLO robot and any other related equipment, notwithstanding the delivery thereof to and possession and use thereof by Lessee. The
data collected by each SOLO robot shall be the sole property of the Lessee. Lessee will not allow the name of any person, association
or corporation to be placed on the Leased Equipment or to alter or remove such designations and identifications as have been placed
thereon by Lessor Lessee shall payor satisfy and discharge any and all claims against, through or under Lessee or its operation or use
of the Leased Equipment which, if unpaid, would constitute or become a lien or a charge upon the Leased Equipment.
4 No Access or Tampering with Leased Equipment.Lessee acknowledges and agrees that (i) the System and Leased
Equipment related thereto are the intellectual property of Lessor and constitute trade secrets of Lessor, (ii) the Leased Equipment
includes a housing and covers that may not be opened other than by Lessor or with the prior consent of Lessor and other security
features to protect Lessor's trade secrets and that any opening or tampering with that housing or covers or effort to tamper with or
overcome any other security features will result in the shutdown of the Leased Equipment until Lessor in its sole discretion reactivates
the Leased Equipment, (iii) only Lessee's employees who are directly involved in the sewer pipe inspection process will or may have
any access to, or use of, the Leased Equipment, (iv) Lessee shall use its best efforts to prevent any parties other than its employees
who are directly involved in the sewer pipe inspection process from having any access to the Leased Equipment and (v) Lessee shall
not and shall cause its employees, agents or any third party to not photograph the Leased Equipment or in any way remove or tamper
with the Leased Equipment or its covers and housing or other security features at any time without the express prior written consent of
Lessor. Lessee shall under no circumstances attempt to obtain or retain or to replace, adjust, modify reengineer, re -sell or customize
any software or code relating to the System or the processing Data, prepare any derivative work based upon any such software or code
or attempt to disassemble, decompile, decipher or reverse engineer any such software or code or apply any procedure or process to the
System or through the intemet in order to ascertain, derive, and/or appropriate for any reason or purpose, any such software or code.
5 Data. Deliverables. Lessee shall deliver Data to Lessor in accordance with the Specifications or other written
instructions from time to time issued by Lessor All raw data and information (the 'Data ") about inspected pipes, properties and
facilities collected or obtained by Lessee during the course of performing the work with the Leased Equipment hereunder shall be
delivered to Lessor as provided in the Lease and shall belong to Lessor Lessor shall use the Data to produce a report as provided in
the Specifications, which shall belong to Lessee and which Lessee shall be /fee to provide to its customer Lessee shall not enter into
agreements with its customers that are not consistent with or that would be violated by Lessee's entering into or complying with this
subsection.
6. Limited Warranty. The Lessor warrants and represents that the Leased Equipment shall comply at the time of its
delivery to Lessee with the applicable Specifications and will be free from defects and that Lessor shall upon receipt of written notice
of any such defect within fifteen (15) days of delivery at its option, repair or replace any defective component thereof. EXCEPT AS
PROVIDED IN THE FOREGOING SENTENCE, LESSEE ACCEPTS THE LEASED EQUIPMENT IN AS IS "WHERE IS
CONDITION. LESSOR SHALL NOT BY VIRTUE OF HAVING LEASED ANY OF THE LEASED EQUIPMENT UNDER THIS
LEASE AGREEMENT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY WHETHER WRITTEN
OR ORAL, OR EXPRESSED OR IMPLIED AS TO THE MERCHANTABILITY FITNESS (FOR USE OR FOR ANY
PARTICULAR PURPOSE), DESIGN OR CONDITION OF THE LEASED EQUIPMENT OR AS TO THE QUALITY OF THE
MATERIAL OR WORKMANSHIP IN THE TRAILER, AND ANY SUCH WARRANTY IS SPECIFICALLY DISCLAIMED IN
NO EVENT SHALL LESSOR BE LIABLE OR RESPONSIBLE TO LESSEE FOR ANY INTERRUPTION, LOSS OF SERVICE,
OR ANY LOSS OF BUSINESS, OR ANY CONSEQUENTIAL DAMAGE WHATSOEVER AND HOWEVER CAUSED LESSOR
SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY WHETHER WRITTEN OR ORAL,
OR EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY FITNESS (FOR USE OR FOR ANY PARTICULAR
PURPOSE), DESIGN OR CONDITION OF THE LEASED EQUIPMENT AND ANY SUCH WARRANTY IS SPECIFICALLY
DISCLAIMED, except that the Lessee shall receive an extension on the lease in the event that usable video data cannot be provided to
the Lessee as a result of a failure of the Leased Equipment to perform as designed due to no fault of the Lessee. Such extension shall
be equal to the amount of days that the Leased Equipment failed to perform as designed due to no fault of the Lessee. Failures due to
weather constraints and unreasonable pipe conditions will not be regarded as failure of the Leased Equipment to perform as designed
7 Indemnification. To the extent permitted by law, Lessee shall indemnify hold harmless and defend Lessor from
against any and all liabilities, damages, expenses (including without limitation, attorneys' fees and expenses), causes of action, suits,
claims, demands or judgments of any nature whatsoever growing out of or connected in any way with possession, operation or use of
the Leased Equipment or resulting from the condition thereof while the Leased Equipment is subject to the terms of the Lease other
than those caused by Lessor's negligence or willful misconduct. To the extent permitted by law, Lessor shall indemnify hold harmless
and defend Lessee and any assignee of Lessee hereunder from against any and all liabilities, damages, expenses (including without
limitation, attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever growing out
of Lessor's negligence or willful misconduct. Nothing in this Agreement is intended, nor should it be construed, to create or extend
any rights, claims or benefits or assume any liability for or on behalf of any third party or to waive any immunities or limitations
otherwise conferred under or by virtue of federal or state law including but not limited to the Colorado Governmental Immunity Act,
C.R.S. §24 -10 -101, et.
8. Operating Responsibilities of Lessee. Lessee shall operate and maintain the Leased Equipment strictly in
accordance with the Specifications, all applicable laws, regulations and safety rules, and all manuals, operating instructions and
training provided to Lessee by Lessor, including any interim cleaning or maintenance described in the Specifications as being the
responsibility of Lessee. Lessee shall contact Lessor's designated representatives by telephone and e-mail within twelve (12) hours of
Lessee becoming aware of any defective and/or damaged SOLO Robot. Unless specifically instructed to do so by an authorized
representative of Lessor, neither Lessee nor its employees or representatives shall attempt to disassemble, fix or otherwise repair or
alter any part of such SOLO Robot. Unless Lessee has been instructed to make an adjustment, fix or repair to the defective or
damaged SOLO Robot by an authorized representative of Lessor that fixes such SOLO Robot, Lessee shall return, within twenty-four
(24) hours of its knowledge of such defect or damage, the defective or damaged SOLO Robot to Lessor via a national overnight
delivery courier with a written explanation of the defect or damage and the apparent causes thereof. Upon receipt of notification of a
defective and/or damaged SOLO Robot, Lessor shall use commercially reasonable efforts to ship a replacement SOLO Robot to
Lessee by a national overnight delivery service at Lessee's cost (unless it has been retumed in accordance with the first sentence of
Section 6 of these Terms) to the location designated by Lessee to Lessor Lessee shall at all times remain liable for any damage other
than ordinary wear and tear to any of the Leased Equipment that is within its control or possession.
9 Risk of Loss: Insurance, Lessee shall be responsible for and pay to Lessor the current value as determined in good
faith by Lessor or cost of repair of the Leased Equipment or any part thereof that is damaged, lost or stolen. Lessee will at all times
after delivery and acceptance of any portion of the Leased Equipment, at its own expense, keep or cause to be kept the Leased
Equipment insured for its full replacement cost against loss on an "all risk" basis with deductible provisions consistent with prudent
industry practice and in any event no greater that customarily in effect for equipment owned or leased by Lessee similar in nature to
the Leased Equipment. Lessee shall procure, upon the commencement of the Lease, and shall maintain in full force and effect at all
times during the term of the Lease at Lessee's expense, an insurance policy or policies protecting Lessor and Lessor's officers,
directors, partners and employees, against any demand or claim with respect to personal injury death or property damage, or any loss,
liability or expense whatsoever arising or occurring upon or in connection with the use of the Leased Equipment and affording
protection to the limit of not less than $2,000,000 per occurrence combined single limit or such greater amount as the Lessor shall
reasonably require and as shall be consistent with industry practice, subject to deductible or self - insurance provisions in such amounts
as are consistent with prudent industry practice and acceptable to Lessor in its reasonable discretion. Lessee shall promptly after
signing the Lease provide Lessor with evidence of such insurance, naming Lessor as an additional named insured and shall promptly
exercise all rights available to it under such insurance policies to take all actions necessary to make and process claims for any loss of,
or damage to the Leased Equipment. Lessee further agrees to assign any such claims and remit any and all proceeds from such
insurance policies relating to the Leased Equipment to Lessor.
10. Default. Any of the following events shall constitute an Event of Default hereunder
(a) Default shall be made in the payment of any Base Rent, Additional Rent or other amounts payable under
the Lease that continues for five (5) business days;
(b) Default shall be made in the observance or performance of any other of the covenants, conditions and
agreements on the part of Lessee contained herein and such default, if curable, shall continue for fifteen (15) days after written notice
thereof from Lessor to Lessee, specifying the default and demanding the same be remedied, except that if a non - monetary default is
incapable of cure within 15 days, an Even of Default shall occur only if the condition remains uncured for a reasonable period of time
sufficient to effect a cure, as defined in good faith by Lessor:
11 Remedies. Upon the happening of any Event of Default hereunder, the rights and duties of the parties shall be as
follows:
(a) Upon Lessor's demand, Lessee shall make the Leased Equipment available for retaking and authorizes
Lessor, its employees and nominees to enter the premises of Lessee and any other premises (insofar as Lessee can permit) for the
purpose of retaking. In the event of retaking, Lessee expressly waives all rights to possession. Any repossession accomplished
hereunder shall not release Lessee from liability for damages of Lessor sustained by reason of Lessee's default hereunder
(b) Lessor may revoke Lessee's privilege of paying rent in installments and, upon Lessor's demand, the
portion of the rent then remaining unpaid (determined for the balance of the term of the Lease by multiplying the Base Rent by the
number of months of the term remaining) shall promptly be paid to Lessor
(c) Lessee shall immediately on demand pay to Lessor any and all costs, including attorney's fees, incurred
to enforce Lessor's rights and remedies under this Agreement and any other loss, cost or expense incurred or suffered by Lessee as a
result of Lessee's default hereunder
(d) Lessor may exercise any and all other rights and remedies available to it at law or in equity as a result of
such default.
The remedies in the Lease provided in favor of Lessor shall not be deemed exclusive, but shall be cumulative. The failure of Lessor to
exercise the rights granted it hereunder upon any occurrence of any of the contingencies set forth herein shall not constitute a waiver
of any such right upon the continuation or recurrence of any such contingencies or similar contingencies.
12. Assignments. Lessee shall not assign or grant a sublease under or give any other party the rights and benefits
of the Lease or to use or operate the Leased Equipment without the prior written consent of Lessor, nor shall the Lease or any rights
hereunder or to the Leased Equipment inure to the benefit of any trustee in bankruptcy receiver, creditor, trustee or successor of
Lessee unless such action be ratified by written approval of Lessor Lessee shall not loan, sublease, hypothecate or otherwise transfer
or dispose of the Leased Equipment or any portion thereof or impair Lessor's title hereto. For the purposes of the Lease, a sale, transfer
or other disposition to another party or parties, directly or by merger consolidation, reorganization or other similar event, of ten
percent (10 %) or more of the stock of Lessee or any party that controls Lessee, which stock is generally entitled to vote, shall
constitute an assignment of the Lease.
13. Confidentiality. (a) Lessee shall not, during the term of the Lease or thereafter, communicate, divulge or use for
the benefit of any other person, persons, partnership, association or corporation any confidential information, knowledge or know how
concerning the methods of operation of the Leased Equipment or the System. Lessee shall divulge such confidential information only
to such of its employees as must have access to it in order to operate the Leased Equipment. Any and all information, knowledge,
know -how, and techniques which Lessor designated as confidential shall be deemed confidential for purposes of the Lease, except
information which Lessee can demonstrate came to its attention prior to disclosure thereof by Lessor or which, at or after the time of
disclosure by Lessor to Lessee, had become or later becomes a part of the public domain, through publication or communication by
others.
(b) Lessee acknowledges that any failure to comply with the requirements of this Section will cause Lessor
irreparable injury and Lessee agrees to pay all court costs and reasonable attorney's fees incurred by Lessor in obtaining specific
performance of, or an injunction against violation of, the requirements of this Section in addition to any other claims to which Lessor
may be entitled.
14. Notices. Any notice required or permitted to be given by either party to the other shall be deemed to have been
duly given when delivered personally by recognized overnight express delivery service, by certified or registered U.S. mail or over
the Internet, or when otherwise actually received, at the addresses or email addresses of the receiving party set forth in the first
paragraph of the Lease, or at such other address or email address as either party shall hereafter furnish to the other parties in writing in
accordance with this provision.
15 Law Governing. The Lease shall be construed in accordance with the laws of the State of Colorado, regardless of
its conflicts of law principles; provided however, that the parties shall be entitled to all rights conferred by any applicable Federal
statute, rule or regulation.
16. Severabilitv. Any provision of the Lease which is prohibited or unenforceable in any jurisdiction shall be as to
such
jurisdiction ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other
jurisdiction.
Signature of Customer RedZone Signature
Name: Name:
Title: Title:
Date: Date: