Computer Technologies, Inc.

Equipment Lease & Service Agreement - Parrish & Freitag


EQUIPMENT LEASE AND SERVICE AGREEMENT

This EQUIPMENT LEASE AND SERVICE AGREEMENT (“Agreement”) is entered into effective as of the 13th day of August, 2020 (the “Effective Date”) by and between Computer Technologies, Inc. (the “Company”) and Parrish & Freitag, LTD., (the “Lessee/Client”).  The Company and Lessee may each be individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, the Company is the owner of certain Equipment and will provide certain Services described in Section One and Section Two of this Agreement; and

WHEREAS, Lessee desires to lease the Equipment from the Company and acquire the Company’s services to provide information technology support. The Company agrees to lease the Equipment to Lessee and provide information technology support for the Lessee under the terms and conditions set forth in this Agreement.

 NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Equipment. The Company hereby leases to Lessee certain equipment (the “Equipment”), upon certain terms as more fully described in Exhibit A, attached hereto and incorporated by reference.
  2. Services. The Company agrees to provide Client with information technology support for Client’s network (the “Network Services”). The Company is responsible only for providing the Network Services, as described in Exhibit B, attached hereto and incorporated herein by reference. If additional services are requested, that service(s) must be agreed to in writing and signed by both parties.
  3. Client Responsibilities. Client shall provide to the Company passwords, remote access and physical access to Client’s Network (the “Client Content”). The Client shall respond to the Company’s inquiries within a reasonable time.
  4. Company Responsibilities. Within a reasonable time of its receipt of the Client Content, the Company will provide network support (the “Installation Date”). Thereafter, the Company will use commercially reasonable efforts, pursuant to the terms and conditions set forth in this Agreement, to make the Client’s network accessible and fully functioning twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs. The Company shall incrementally backup the Client’s network configuration and store the backup materials in a safe and secure environment. Upon the termination of this Agreement, after the payment of all fees called for herein, the Company shall use commercially reasonable efforts to assist in the transfer of the network to the computer system owned and operated by Client and/or its designated third party contractor.
  5. Security. The Company shall endeavor to keep Client’s network secure to industry standards but does not provide a warranty as to the security of any data. Should the network files or content, whether provided by the Company or the Client, become compromised through any manner of security breach, the Company and the Client shall decide on further action to restore the network files or content.
  6. Ownership of Intellectual Property and Equipment; Licenses. The Client shall retain all rights, title, and interest, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights, in the Client Content. Client assumes sole responsibility for the accuracy of any Client Content or other materials provided to the Company and hereby grants the Company a non-exclusive, royalty-free license for the term of this Agreement to use, copy, modify or adapt the Client Content as is necessary to fulfill its obligations pursuant to this Agreement. Upon termination or expiration of this Agreement, all rights granted to the Company pursuant to this Section immediately revert to Client. The Company retains all rights to the Network Services provided and any computer hardware, software, telecommunications or other equipment, including servers, used to provide the Network Services (collectively, the “Company Equipment”). At no time shall Client have any ownership rights or file a lien upon any of the Network Services or the Company Equipment.
  7. Term. This Agreement shall be for a term of 36 months which shall commence on the Effective Date and shall, unless terminated earlier as provided in this Agreement, terminate on August 13th, 2023 (the “Term”).   Upon the written agreement signed by both parties, the Agreement may be terminated early or extended.
  8. Payment. Lessee shall pay to the Company for Equipment and Services provided by the Company pursuant to the payment schedule (the “Payment Schedule”) stated in Exhibit C, attached hereto and incorporated by reference.  The first payment shall become due and payable as of the Installation Date.  Lease payments shall be made to the Company at 23042 75th Salem, WI 53168.
  9. Purchase Agreement. Both parties agree that the Lessee has the option to purchase the Equipment after the Term has ended. The Purchase Agreement is attached as Exhibit D and is incorporated by reference.
  10. Taxes. Lessee shall pay all sales, use, excise, personal property or other taxes (excepting state and federal income taxes and other taxes upon the “net income” of the Company) that may be imposed on either Party as a result of this transaction.  Lessee shall indemnify, defend and hold the Company, employees, and agents harmless from all liabilities, suits, judgments, obligations, fines, penalties, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of the imposition of, or attempt to impose, any such tax on the Company.
  11. Maintenance. Throughout the term of this Agreement, the Company shall provide for the service, repair and maintenance of the Equipment, at Company’s sole expense, so as to keep the Equipment in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear excepted.  Lessee shall, at Lessee’s sole expense, replace any and all parts and devices which are lost, stolen or destroyed whether it is the fault of the Lessee or not.  All such replacement parts, mechanisms, and devices shall be free and clear of liens, encumbrances, and rights of others and shall become the property of the Company and shall be covered by this Agreement to the same extent as the original equipment. 
  12. Use of Equipment. Lessee shall exercise due care in its operation, use and maintenance of the Equipment.  Lessee shall not use, and shall not permit others to use, the Equipment in any manner that would contravene applicable laws, rules, regulations and other governmental directives, would violate the terms of any manufacturer’s or like warranty, or would contravene the manufacturer’s reasonable operational standards for the Equipment.  If the Company notifies Lessee of any additional operational standards, Lessee shall adhere, and shall cause others using the Equipment under this Agreement to adhere, to such standards in the operation of the Equipment.  Lessee shall not alter or modify the Equipment without the prior written consent of the Company.  Lessee agrees that only qualified employees of Licensee shall operate the Equipment.
  13. Permits. Lessee shall obtain and pay for all permits and licenses necessary for the installation, operation, possession and use of the Equipment.  Lessee shall comply with all laws, rules, regulations and other governmental directives applicable to the installation, use, and operation of the Equipment and, if compliance with such law, rule, regulation or other governmental directive requires changes or additions to be made to the Equipment, such changes or additions shall be made by Lessee at Lessee’s sole cost and expense upon the Company’s written approval of the same.
  14. Utility Charges. Lessee shall pay all charges for gas, water, steam, electricity, light, heat, power, telephone or other utility service to be used on or in connection with the Equipment, including charges for installation of such services.  There shall be no abatement or diminution of rent due to the interruption of any such services.
  15. Default; Remedies. If (a) Lessee shall default in the payment of any rent or in making any other payment hereunder when due, or (b) Lessee shall default in the payment when due of any indebtedness of Lessee to the Company arising independently of this Agreement, or (c) Lessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice to Lessee by the Company, or (d) Lessee becomes insolvent or makes an assignment for the benefit of creditors, or (e) Lessee applies for or consents to the appointment of a receiver, trustee, or liquidator of Lessee or of all or a substantial part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto or under any other insolvency law or law providing for the relief of debtors, then, if and to the extent permitted by law, the Company shall have the right to exercise any one or more of the following remedies: 
  • To declare the entire amount of rent hereunder immediately due and payable as to any or all items of the Equipment, without notice or demand to Lessee;
  • To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of the Equipment;
  • To take possession of any or all items of the Equipment without demand, notice, or legal process, wherever they may be located. Lessee hereby waives any and all damages occasioned by such taking of possession.  Any said taking of possession shall not constitute a termination of this Agreement as to any or all items of Equipment unless the Company expressly so notifies Lessee in writing; (iv) To terminate this Agreement as to any or all items of Equipment; and (v) To pursue any other remedy at law or in equity.
  • The prevailing party shall be awarded reasonable attorney’s fees.

All such remedies are cumulative and may be exercised concurrently or separately.  

  1. Termination. This Agreement shall terminate upon the terms in Section 7. If there is a breach in the Agreement to terminate the Agreement Lessee shall provide the Company written notice, and the Company shall have thirty (30) calendar days from receipt of written notice to remedy the situation. If the Company does not remedy the breach of Agreement within thirty (30) days, the Lessee may terminate the Agreement. If the Agreement is terminated the Company shall have ninety (90) calendar days for offboarding.
  2. Return of Equipment. Upon termination of this Agreement, Lessee, at its sole cost and expense, shall promptly deliver the Equipment to the Company at the Company’s address stated within Section 9.  Lessee shall be liable to the Company for the fair market value of the Equipment, determined as of the date of this Agreement, unless Lessee shall return the Equipment to the Company within five (5) business days after termination of this Agreement, in good working order, reasonable wear and tear excepted.  Lessee shall be responsible for any damage to the Equipment in shipping the Equipment back to the Company.  In the event the Company provides shipping instructions to Lessee, Lessee shall comply with such shipping instructions.
  3. Insurance. Lessee hereby acknowledges and agrees that its assumption of loss of the Equipment shall attach upon the earlier of (i) Lessee’s receipt of the Equipment, or (ii) upon the Company’s delivery of the Equipment to a common carrier for transporting to Lessee (the “Equipment Acceptance Date”).  Lessee shall, at its sole expense, obtain and maintain throughout the Term general commercial liability insurance.  All such certificates evidencing such insurance shall name the Company.  Lessee represents that it has workers’ compensation insurance to the extent required by law.  Lessee agrees to furnish proof of all such insurance to the Company upon request.
  4. Damage. Lessee shall be responsible for any loss of or damage to the Equipment from any cause at all, whether or not insured, from the Equipment Acceptance Date.  If the Equipment is lost, stolen or damaged, Lessee will promptly notify the Company of such event.  In no event shall such loss or damage relieve Lessee of its obligations under this Agreement.  In the event of such loss or damage, Lessee, at its option, shall: (i) promptly repair the Equipment to return it to good working order; or (ii) replace the Equipment with like Equipment of the same or later model (upon the Company’s written approval), in good condition and working order, free and clear of all liens and encumbrances and grant the Company the right to perfect its security interest in the replacement Equipment and such replacement shall be substituted in this Agreement by appropriate amendment; or (iii) pay the Company the replacement value, per Exhibit A, less any lease payments previously paid.  
  5. Indemnification. Lessee shall indemnify, defend and hold the Company and its employees, students, agents and contractors harmless from all losses, liabilities, actions, suits, judgments, obligations, fines, penalties, claims, costs and expenses (including reasonable attorneys’ fees and investigative fees) arising out of the lease of the Equipment, Network Services of the Client’s network and all acts and omissions related thereto.
  6. Security Interests in the Equipment. In no event shall Lessee assert any ownership interest in or to the Equipment.  Lessee shall not grant or permit any person or business entity to assert a security or other interest in the Equipment.  At all times during the Term, Lessee shall ensure that the Equipment is identified as being owned by the Company.
  7. Limitations of Damages and Remedies. Even if advised of the possibility of such damages, in no event shall the Company be liable for (i) personal injury or property damages, or (ii) lost profits, work stoppage, lost data, or any other special, indirect or consequential damages of any kind.  In the event of the Company’s breach or failure to perform any obligation under this Agreement, the Company’s entire liability and the Lessee’s exclusive remedy shall be, at the Company’s option, either (i) return of the monetary consideration paid to the Company under this Agreement, or (ii) the Company’s performance of any obligation that failed to satisfy the terms of this Agreement, including the repair of any damaged or defective Equipment.
  8. Disclaimer of Warranties. The Company disclaims and excludes all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, concerning the Equipment leased under this Agreement and the Network Services.  The Parties acknowledge and agree the Equipment shall be leased and accepted “AS IS” with all defects.
  9. Personal Property. The Equipment is and shall at all times be and remain personal property, notwithstanding that the Equipment, or any part thereof, may now be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon or attached in any manner to what is permanent by any means of cement, plaster, nails, bolts, screws or otherwise.
  10. Non-Solicitation. Client shall not solicit employment from any of Company’s employees whose work relates to this Agreement during the term of this Agreement and for a period of one hundred eighty (180) calendar days after termination of this Agreement without Company’s prior written consent.
  11. General Provisions.
  • Entire Agreement; Amendment. This Agreement (including all attached or referenced exhibits, addenda and schedules) is intended by the Parties as the final and binding expression of their agreement and as the complete and exclusive statement of its terms.  This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the Parties, whether written or oral, relating to the subject matter of this Agreement.  The terms and conditions of any purchase order or similar document submitted by Lessee in connection with this Agreement shall not be binding upon the Company.  This Agreement may be amended only in writing duly executed by all Parties.
  • Assignment. This Agreement may not be assigned by a Party without the prior written consent of the other Party.  Any assignment attempted to be made in violation of this Agreement shall be void.  In the event of any assignment, Lessee shall remain responsible for its performance and liable for assignee’s performance.
  • Force Majeure. No Party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including, without limitation, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, and any other cause beyond the control of such party.  During an event of force majeure, the Parties’ duty to perform obligations shall be suspended.
  • Governing Law; Consent to Jurisdiction. The laws of the State of Wisconsin shall govern the validity, construction and enforceability of this Agreement, without giving effect to its conflict of laws principles.  All suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement shall be in the courts of Kenosha County, Wisconsin.
  • Independent Contractor. In the performance of their obligations under this Agreement, the Parties shall be independent contractors, and shall have no other legal relationship, including, without limitation, joint ventures, or employees.  Neither Party shall have the right or power to bind the other Party and any attempt to enter into an agreement in violation of this section shall be void.  
  • Notices. All notices, requests and other communication that a Party is required or elects to deliver shall be in writing and shall be delivered personally, or by facsimile (provided such delivery is confirmed), or by a recognized overnight courier service or by United States mail, first-class, certified or registered, postage prepaid, return receipt requests, to the other Party at its address set forth below or to such other address as such Party may designate by notice given pursuant to this section.

If to the Company:     Computer Technologies, Inc. - 23042 75th Street Salem, WI 53168

With a copy to:          Hood Law, P.C. ATTN: Daniel J. Hood - 501 N. Riverside Dr. Suite 204 Gurnee, IL 60031                   

If to Lessee:              Parrish & Freitag, Ltd. - 24418 75th St., Suite B, Salem, WI 51368

  • Severability. If one or more provisions of this Agreement, or the application of any provision to any Party or circumstance, is held invalid, unenforceable, or illegal in any respect, the remainder of this Agreement and the application of the provision to other Parties or circumstances shall remain valid and in full force and effect.
  • Non-Waiver of Defaults. Any failure of the Company at any time, or from time to time, to enforce or require the strict keeping and performance of any of the terms and conditions of this Agreement, or to exercise a right hereunder, shall not constitute a waiver of such terms, conditions or rights, and shall not affect or impair the same, or the right of the Company to avail itself same. 
  • Section Headings. All section headings are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.
  • Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement.  

 

EXHIBIT A - EQUIPMENT

Description QTY Net Cost
Fortinet FG60F Firewall w/ Rackmount Kit and 36 month license 1 $3,250.00
Fortinet FS-148E-POE Managed Network Switch 1 $1,350.00
Fortinet FAP-221E Wireless Access Point 1 $450.00
Fortinet Forticlient AntiVirus License - 36 months 11 $5.50

* Replacement costs above accurate as of 08/12/2020

 

EXHIBIT B - SERVICES

Description
Unlimited Remote Support - Network Infrastructure Failure Only
Unlimited Onsite Support - Network Infrastructure Failure Only**
3 Year Hardware Refresh (if contract renewed for another 3-year term)
Proof of Concept Lab Testing
Loaner Equipment - Network Infrastructure Failure Only

* Estimated Installation Date: 08/31/2020

** Company will determine, at its sole discretion, whether remote support is sufficient to address any issue or if onsite support will be required.

 

Minimum Response Time:

Description Severity*** Response Type SLA****
Network Critical (Business Down) Remote 4 Hours
Network Impacted Remote 8 Hours
Onsite Support All Onsite 8 Hours

*** Company will determine, at its sole discretion, the severity of all issues and will respond accordingly.

**** SLA’s listed only apply during Company’s standard business hours - which are currently Monday through Friday from 7:30am until 4:30pm Central Time.  Issues raised outside of Company’s standard business hours, on weekends or on Company holidays will receive Best Effort support only until the following business day, at which time the appropriate SLA and Response Type will be enforced.  Company’s standard business hours and holidays are subject to change, without notice, at any time.

 

EXHIBIT C - PAYMENT SCHEDULE  

Payment Type Due Date Amount Taxes Total Due
Implementation Fee Waived $0.00 $0.00 $0.00
Monthly Installment 9/1/20 $172.36 $9.48 $181.84
Monthly Installment 10/1/20 $172.36 $9.48 $181.84
Monthly Installment 11/1/20 $172.36 $9.48 $181.84
Monthly Installment 12/1/20 $172.36 $9.48 $181.84
Monthly Installment 1/1/21 $172.36 $9.48 $181.84
Monthly Installment 2/1/21 $172.36 $9.48 $181.84
Monthly Installment 3/1/21 $172.36 $9.48 $181.84
Monthly Installment 4/1/21 $172.36 $9.48 $181.84
Monthly Installment 5/1/21 $172.36 $9.48 $181.84
Monthly Installment 6/1/21 $172.36 $9.48 $181.84
Monthly Installment 7/1/21 $172.36 $9.48 $181.84
Monthly Installment 8/1/21 $172.36 $9.48 $181.84
Monthly Installment 9/1/21 $172.36 $9.48 $181.84
Monthly Installment 10/1/21 $172.36 $9.48 $181.84
Monthly Installment 11/1/21 $172.36 $9.48 $181.84
Monthly Installment 12/1/21 $172.36 $9.48 $181.84
Monthly Installment 1/1/22 $172.36 $9.48 $181.84
Monthly Installment 2/1/22 $172.36 $9.48 $181.84
Monthly Installment 3/1/22 $172.36 $9.48 $181.84
Monthly Installment 4/1/22 $172.36 $9.48 $181.84
Monthly Installment 5/1/22 $172.36 $9.48 $181.84
Monthly Installment 6/1/22 $172.36 $9.48 $181.84
Monthly Installment 7/1/22 $172.36 $9.48 $181.84
Monthly Installment 8/1/22 $172.36 $9.48 $181.84
Monthly Installment 9/1/22 $172.36 $9.48 $181.84
Monthly Installment 10/1/22 $172.36 $9.48 $181.84
Monthly Installment 11/1/22 $172.36 $9.48 $181.84
Monthly Installment 12/1/22 $172.36 $9.48 $181.84
Monthly Installment 1/1/23 $172.36 $9.48 $181.84
Monthly Installment 2/1/23 $172.36 $9.48 $181.84
Monthly Installment 3/1/23 $172.36 $9.48 $181.84
Monthly Installment 4/1/23 $172.36 $9.48 $181.84
Monthly Installment 5/1/23 $172.36 $9.48 $181.84
Monthly Installment 6/1/23 $172.36 $9.48 $181.84
Monthly Installment 7/1/23 $172.36 $9.48 $181.84
Monthly Installment 8/1/23 $172.36 $9.48 $181.84

*Taxes listed above subject to change

EXHIBIT D - PURCHASE AGREEMENT

Description QTY Net Cost
Fortinet FG60F Firewall w/ Rackmount Kit 1 $1.00
Fortinet FS-148E-POE Managed Network Switch 1 $1.00
Fortinet FAP-221E Wireless Access Point 1 $1.00
Fortinet Forticlient AntiVirus License - 36 months N/A N/A

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Computer Technologies, Inc. https://ctiwi.com
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Document name: Equipment Lease & Service Agreement - Parrish & Freitag
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August 12, 2020 8:24 pm CDTEquipment Lease & Service Agreement - Parrish & Freitag Uploaded by Rob Stoner - ctimanage@ctiwi.com IP 98.103.201.204