HomeMy WebLinkAboutresolution.council.103-22L/UUUJHy.II CIIVCjupt: IU. IOOJIMr-J
RESOLUTION #103
(Series of 2022)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND CLEARWING SYSTEMS INGETRATION AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a contract for, the
purchase of intelligent theatrical lighting fixtures between the City of Aspen and
Clearwing Systems Integration, a true and accurate copy of which is attached
hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for, the purchase of intelligent theatrical lighting fixtures between the City of
Aspen and Clearwing Systems Integration a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager to execute said
agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the 13' day of September 2022.
Torre, Mayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, Se teinber 13'f', 2022.
Nicole Henning, Cit Clerk
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CITY OF ASPEN STANDARD FORM OF AGREEMENT CITY OF f-,SPEN
SUPPLY PROCUREMENT
City of Aspen Project No.: 2022-273
AGREEMENT made as of 4th day of August, in the year 2022.
BETWEEN the City:
The City of Aspen
c/o Wheeler Opera House
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5055
And the Vendor:
Clearwing Systems Integration
5885 E Stapleton Dr N #313
Denver, CO, 80216
Summary Description of Items to be Purchased:
Contract Amount:
Total: $70,952
If this Agreement requires the City to pay
an amount of money in excess of
$50,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date:
Resolution No.:
12 High End Systems Lonestar lighting fixtures with road cases and accessories, including safety
�ables. power cables, and cable connectors.
Exhibits appended and made a part of this Agreement:
Exhibit A, page 6 of this document: Estimate D-22-0343
Exhibit B, page 7 of this document: Warranty details, paragraphs 5 and 6
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The City and Vendor agree as set forth below.
1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A
appended hereto and by this reference incorporated herein as if fully set forth here for the sum
set forth hereinabove.
2. De€ivei-y. (FOB 320 E Hyman Ave, Aspen, CO, 81611)
[Delivery Address]
3. Contract Documents. This Agreement shall include all Contract Documents as the
same are listed in the Invitation to Bid and said Contract Document are hereby made a part of
this Agreement as if fully set out at length herein.
4. Warranties. See Exhibit B for details
5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure
to the benefit of and be binding upon the City and the Vendor respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
6. Third Parties. This Agreement does not and shall not be deemed or construed 'to
confer upon or grant to any third party or parties, except to parties to whom Vendor or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Vendor
because of any breach hereof or because of any of the terms, covenants, agreements or
conditions herein contained.
7. Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the other party shall be construed, or
operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein
contained, to be performed, kept and observed by the other party.
8. Agreement Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney's fees.
10. Waiver of Presurr].ption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
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11. Certification Re ag rding, Debarment. Suspension. Ineligibility. and Voluntary
Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Vendor or any lower tier participant was unable to certify to the statement, an explanation
was attached to the Bid and was determined by the City to be satisfactory to the City.
12. Warranties Against Contingent Fees Gratuities Kickbacks and Conflicts of Interest.
(A) Vendor warrants that no person or selling agency has been employed or retained to solicit
or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Vendor for the purpose of
securing business.
(B) Vendor agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(C) Vendor represents that no official, officer, employee or representative of the City during
the tern of this Agreement has or one (1) year thereafter shall have any interest, direct or
indirect, in this Agreement or the proceeds thereof, except those that may have been
disclosed at the time City Council approved the execution of this Agreement.
(D) In addition to other remedies it may have for breach of the prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest, the City shall have the right to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a vendor, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover,,the value of
anything transferred or received by the Vendor; and
4. Recover such value from the offending parties.
13. Termination for Default or for Convenience of City. The sale contemplated by this
Agreement may be canceled by the City prior to acceptance by the City whenever for any reason
and in its sole discretion the City shall determine that such cancellation is in its best interests and
convenience.
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14. Fund Availability. Financial obligations of the City payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this Agreement contemplates the City using state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
15.. Ci Council Approval. If this Agreement requires the City to pay an amount of
money in excess of $50,000.00 it shall not be deemed valid until it has been approved by the City
Council of the City of Aspen.
16. Non -Discrimination. No discrimination because of race, color, creed, sex, marital
status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap,
or religion shall be made in the employment of persons to perform -under this Agreement.
Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining
to nondiscrimination in employment. Vendor further agrees to comply with the letter and the
spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and
federal laws respecting discrimination and unfair employment practices.
17. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, vendor understands that no City
official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
18. Authorized Representative. The undersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Vendor for the purposes of executing this Agreement and that he/she has full
and complete authority to enter into this Agreement for the terms and conditions specified
herein.
19. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the ground that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
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IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement
to be duly executed the day and year first herein, of which, to all intents and purposes, shall be
considered as the original.
FOR THE CITY OF ASPEN:
By: FOocu8lgmd by:
VIM-L. Fostv
Aspen City Manager
9/14/2022 1 10:46:43 AM MDT
Date
SUPPLIER:
Clearwing Systems Integration
By: Maxwell 6runclik
VP
Title
8/9/22
Date
Approved as to form:
I]ocu5ignod by:
3.F4t.4'4F�CS5
City Attomey s ) -Ice
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CLEARWING
=-'L' SYSTEMS [NTEORATION
5885 STAPLETON OR N #313
DENVER CO,80216
0: (303) 232 3540
F: (303) 2940144
PRODUCTION SALES SERVICE SYSTEMS
DATE: 08/04/2022
ESTIMATE#: D-22-0343
SALESPERSON: Matt Phillips
Billing Address:
Ship To:
Wheeler Opera House
Wheeler Opera House
320 East Hyman Avenue
Aspen, CO 81611
866-449-0464
pTY ITEM
Lonestar
12 High End Systems 2550A1200-B
4 High End Systems 2550K1001
24 Light Source MWB
Accessories
12 Clearwing SAFETY CABLE
12 Pro Shop Inventory Edison Male
12 TMB ZSJO123TNAT10
DESCRIPTION
Lonestar, Ultra -Bright, boxed in molded insert,
black
Road Case, Lonestar, fits up to three fixtures
Mega -Claw Black
Lonestar Total
UNIT PRICE PRICE
$5,400.00 $64,800.00
$940.00 $3,760.00
$32.50 $780.00
$69,340.00
Safety Cable, Black, 1/8" x 30", Spring Clip $5.00 $60.00
Edison Male Cable Connector: 15 Amp/125 Volt $12.50 $150.00
Straight Blade Plug - Black
12/3 SJO NEUTRIK POWERCON TRUE ONE CABLE $46.00 $552.00
Accessories Total $762.00
Shipping
1 Shipping & Freight Shipping and Freight for Project Completion $850.00 $850.00
Shipping Total $850.00
Equipment Subtotal: $70,952.00
Project Subtotal: $70,952.00
PROPOSAL TOTAL: $70,952.00
Prices are good for30 days from date of estimate
PO or written confirmation required prior to order
Returned items wil be subject to a 20% resocking fee, plus shipping expenses
Please be advised that it may be necessary to pay use taxes in your state, and that by ordering these items, the purchaser acknowledges that all use taxes
and use tax filing are the sole responsibility of the purchaser.
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HIGH END SYSTEMS, INC.'S STANDARD TERMS AND CONDITIONS OF SALE AND WARRANTY
TERMS AND CONDITIONS
1. Acceptance of Terms. The following terms and conditions, and (hose on the face hereof, shall control as to any order for High End Systems, Inc.
("HIGH END') products ("Products') accepted by HIGH END ('Ordaf ), notwithstanding any terns and conditions that may be contained in any purchase
order or oR1ar document of Customer, and HIGH END's accepterwA of any order is expressly made conditional on Customer's assent to the following terms
and conditions and those on the face hereof (the "Agreement"). Such terms and conditions will constitute the entire Agreement between the parties as to
any order and will supersede any prior understandings, agreements, representations, or warranties. Such terns and conditions will not be modirted,
added to, superseded or other -wise altered except by written document signed by the President of HIGH END, or his/her designee, notwithstanding
any terms and candillons contained In The purchase order or other document of Customer. HIGH END's commencement of performance and/or delivery
shall not constitute a waiver of These terms and conditions or any acceptance of any terms and conditions contained in the Customer's order or other
documents. Acceptance of any Product or service by the Customer will be corislrued as acceptance of HIGH END's terms and conditions. Any
dispute or questions of construction with respect to any order placed with HIGH END shall be governed by the laws of the State of Texas.
2, Conditions Precedent. The obligations of HIGH END in this Agreement are subject to the express condition precedent that Customer shall fully perform
its obligations under this Agreement, subject to any waiver by HIGH END which shall be at its sole discretion.
3. Payment Terms. Payment terms are net 30 days after date of invoice un€esa otherwise stated on the sales acknowledgment or invoice. If HIGH
END in good faith doubts Customer's ability or willingness to pay, HIGH END may in its discretion complete its performance of this contract upon a
cash in advance basis or make deliveries only upon a C.O,D- basis or fife a UCC filing or suspend all or part of its performance here under. An payments
are applied to the oldest outstanding invoice. Accounts over thirty (30) days are subject to a one and one-half percent (1 1/2°la) per month (or the highest
rate permllted by law, whichever is less) late payment charge, HIGH END will have the option of withholding performance under any and all orders
From the Customer if an invoice remains unpaid when due.
4. Delivery and Risk of Loss. HIGH END will attempt to ship the Order for delivery on or about the times requested by the Customer, although time shall
not be of the essence in this contract in this regard, and subject to availability. Any failure by HIGH END to make a shipment as scheduled or requested
shall not constitute cause for cancellation, does not constitute a breach of contract and/or does not enrde Customer to damages of any kind. HIGH END
will attempt to follow Customer's written instructions as to mode and routing of shipments. in absence of such instructions, HIGH END shall have
absolute discretion as to mode and routing of shipments, including express or parcel post for small shipments. HIGH END will prepay and bill froi ht
on shipments unless specifically quoted otherwise or upon written instruction from the Customer. Where the Customer has requested expedited
freight, the Customar will be responsible for the incurred additional charges. Orders are shipped at the Customer's risk and HIGH END's obligation to
deliver Orders is discharged upon the Order's delivery In good condition to the carrier. Shipments are FOB HIGH END's factory or warehouse.
Unless specifically prohibited, partial shipments will be made. Federal, state and/or local taxes, duties and other charges are the respons[bi14 of the
Customer. if for any reason Customer is unable or unwilling To take delivery of the Order, HIGH END may, at its sole discretion, store the Order and any
and all costs assoclated with such storage, Including taxes or insurance, shalt be Immediately paid by Customer. Unless otherwise specifically noted and
where shipping terms dfclate that Customer take delivery at HIGH END's facilttles, Customer is solely responsible for determining any export licensing
requirements, to obtain any necessary licenses or official authorizations, and to handle any customs formalities for export of the Order. Claims for shortage
or damaged goods must be made within tan (10) days of receipt by the Customer. The Order will be carefully packed and delivered in good condition to the
carder. All claims for less or damage in transit must be made by the consignee directly to The carrier. HIGH END will make commercially reasonable efforts
to render every aid and assistance in the presentation and enforcement of such claims without waiver of our rights to have compliance with the terms of
payment of our invoices,
5, Wararlty. HIGH END's Standard Warranty and [Imitation of Ilablitty ("Warranty') is•tha complete and final warranty with regard to Products. HIGH END's
;obligations under the Warranty are limited to repairing or replacing any of the Products which shall, within the applicable Warranty pertod, fall due to fault
manufacture, design, or workmanship. Customer acknowledges and agrees that the provisions of the Warranty are the sole and exclusive remedy available
to the Customer for any defective Products.
6. Warranty. Disclaimer. EXCEPT AS SET FORTH IN THE WARRANTY. HIGH END EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY -AND FITNESS FOR A PARTICULAR PURPOSE.
7. Change Orders. Any changes In engineering drawings, specifications, or in other terms of manufacture, assembly or shipment, requested by Customer,
must be in writing and approved by HIGH END, If any such change by Customer causes an increase in the cost of, or in the time required for perormance
of, any part of the contract, then HIGH END shall make a reasonable adjustment to the price of the Order. Products ordered which differ in any way from
HIGH END's standard catalog Items will require drawings approved in writing by the Customer. When drawings are approved, they shall take precedence
over all other written or verbal instructions.
8. Prices. All prices are in the applicable currency listed on the invo[ce. Prices, models, part numbers, and spec cations are subject torhange without notice.
Orders must be in writing. Phone orders will be accepted from established aomunto when toWwod by written confirmation. The acceptance of any order
does not imply conformance with plans and apWfulions unless the plans and specifications accompany the Order and are accepted as binding in writing
by HIGH END. Price prolection will be given only to the following: (1) project Orders that are set to be released within 180 days from the dale of order
acknowledgment; and(!!) standard product orders that are set to be released within 90 days from the date of the order acknowledgement If the Oder does
not release within those time periods previously stated, ETC may, with notice to the Customer, adjust the pricing for such Order based upon the change
In the most recently published Producer index, Total Manufacturing Industries, as published by the US Dept of Labor, Bureau of Labor Stalls lies, as of the
date of the Order release compared to the information published as of the order acknowledgment date. All other Orders will be billed at the current price
at time of shipment. Quotations for custom Products are valid for thirty (30) days. Quotations for standard Products are valid for 90 days from the date of
issuance. Orders are effective only when accepted and acknowledged by the factory. Minimum order is $25.00 net, exclusive of freight.
9. Cancellation. If Customer cancels all or any portion of the Order priorto shipment, Customer shall be liable to HIGH END for a cancellation charge equal to
HIGH END's actual costs incurred In connection with that portion of the Order that is cancelled, including, without limitation, labor and materials.
10. Security Interest. Customer represents that it is not bankrupt or insolvent. HIGH END retains a security interest in the goods to secure payment of the
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LJKfi HIGH END SYSTEMS, INUS STANDARD TERMS AND CONDITIONS OF SALE AND WARRANTY
purchase price and all other indebtedness now or hereafter owed by the Customer to HIGH END. At HIGH END's request, Customer will execute a financing
statement or statements evidencing such security interest and will take any other action necessary to perfect the same.
11. Waiver. No fallure of HIGH ENO to insist upon or compel compliance by the Customer with any provision of this Agreement shall be construed as a
wafver by HIGH END of its right to insist upon compliance with this Agreement. No waiver by HIGH END of any breach by Customer shall be effective
unless in writing signed by the President of HIGH END, or his/her designee, and no waiver by HIGH END of any breach by Customer shell be deemed a
waiver of any other breach.
12. Non -Warranty Returns. Products returned without HIGH END's written permission will not be accepted. Products returned for credit must be in
accordance with Ibis Agreement. Products must be unused, in original packaging and in saleable condition, subject to HIGH END's quality control and test
inspection. Restocking charges of $25.00 or 25% of invoice (whichever is greater) plus any repacking or reconditioning casts will be deducted from
the credil. Returns for warranty work will be in accordance with HIGH END's eslabllshad warranty procedures. In no case will permission be granted
to return specially -modified or custom Products, or merchandise invoiced more than six (6) months prior to date of Customer's return request.
13. Use of Image. Customer agrees and consents to allow HIGH END to make reference to and/or use: (1) the installed HIGH END Products, (II) the location of
the installed Products, (iii) Customers respective fogo(s), trademark(s) or any other graphical representation of Customer's use of the HIGH END Products,
and/or (iv) photographs of the installed HIGH END Products in any material of any kind used or produced by or at the direction of HIGH END, without the
prior written consent of Customer; provided, however, That HIGH END may not, without prior written consent, do any of the foregoing in a manner that implies
endorsement by Customer.
14. Force Majeure. HIGH END shall not be liable for any delay in the delivery of or failure to deliver the Order, or for any delay in the performance of or failure
to perform any (arm of this Agreement, if the delay cr (allure Is caused by, related to, or arising out of a circumstance beyond the reasonable control of
HIGH END, Including, without ilmitation, the following circumstances: (a) acts of God; (b) flood, fire, earthquake, explosion, or other casualty; (c) war,
Invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) actions, embargoes or blockades in effect on or
after the date of this Agreement; (a) law, order, or other action by any governmental authority; (f) strikes, materialshortages, la bo r stoppag as or slowdowns,
inability to obtain parts or materials, delays in transit, or other industrial disturbances; (g) shortage of adequate power or transportation facilities; and (h)
pandemic, epidemic, or disease, including without limitation COVID-19. If HIGH END is wholly or partially unable to perform or deliver because of any
circumstance beyond its reasonable control, HIGH END may allocate performance and delivery among Its customers or may terminate this Agreement
without any further liability to Customer. HIGH END and Customer agree that this Section 15 does not require the circumstance beyond HIGH END's
reasonable control to be unforeseeable at the time they enter into this Ag(eement.
15, Confrdentiallty. To the maximum extent permitted by law, the terms and conditions of this Agreement, as well as any information provided by HIGH END,
including but not limited to pricing, drawings, specifications or other materials prepared by HIGH END, to Customer shall be treated as confidential and
shall not be disclosed to any third party or be used for any purpose except to fulfill Customer's obligations created hereunder, without the express prior
written consent of HIGH END. Customer agrees to limit disclosure of the confidential information to its employees, agents, and subcontractors who have
a need to know such information, and who have been informed of and agree to be bound by the confidentiality obligations of this Agreement, This
confidentiality obligation shall survive the termination or cancellation of this Agreement.
16. Miscellaneous. This Agreement shall be governed by the laws of the state of Texas without regard to its conflict of laws principles. The parties agree that
the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. The parties consent to the exclusive jurisdiction and
venue of the courts located In Travis County, Texas for any action, suit or proceeding. If suit or action is Instituted by HIGH END to enforce payment or
performance by the Customer, the Customer agrees to pay all reasonable costs and attorney's fees incurred by HIGH END. If any part of this Agreement
is held to 5e invalid, illegal, void or to be in conflict with any law, the validity of the remaining terms or provisions of this Agreement shall not be affected,
and such part, term, paragraph or provision shall be construed and enforced in such a manner so as to fulfill the intent expressed in this Agreement to the
maximum extent permitted by law.
WARRANTY
Warranty Coverage. HIGH END WILL ONLY BE OBLIGATED TO HONOR THE WARRANTY SET OUT BELOW UPON RECEIPT OF FULL PAYMENT OF THE
ORDER.
High End Systems, Inc. ("HIGH END") warrants to the original owner or retail customer ("Customer") that during the warranty period defined below, HIGH END will
repair or replace its Products that are defective in materials or workmanship which cause the Pfoductto fail to operate in accordance with HIGH END's published
specifications for the Product in effect as of the date of shipment, subject to the terms of this limited warranty. The warranty period of box Products shall begin on
the date of shipment ('Warranty Start Date"), except the Warranty Start Date shall begin on the date of energization forOrders which include anergization performed
by HIGH END or an authorized service provider acting on HIGH ENO's behalf. I no energ iaallon date is recorded, however, the Warranty Start Date shall
begin on the dale of shipment. HIGH END warrants its Products for 2 years from the Warranty Start Dale, except for the light engine for Sola series fixtures which
is warranted for 5 years from the Warranty Start Date. The controlling warranty, terms and conditlanG, and product warranty periods is available at the time of
order acknowledgment, ellher by hard copy or by inte mat lurk listed on the order acknowledgment.
If HIGH END shall fail to repair or replace dafenfivA Prrxtrrrt5 within a reasonable time after they are returned to HIGH END, or if HIGH END shall wrongfully fall to
make delivery or shall wrongfully repudiate this contract, then Customer shall be entitled to recover from HIGH END such part of the purchase price as has been
paid by Customer to HIGH END. The remedy stated in the preceding sentence shall be Customer's exclusive remedy for any breach, non-dellvery, or repudiation
by HIGH END or for any other liability of HIGH END to Customer. This exclusive remedy shall not be deemed to have failed its essential purpose so long as HIGH
END is willing and able to repair or replace defective Products in the prescribed manner,
Warranty Exclusions. This Warranty does not impose any liability or duty upon HIGH END for: (i) any Product or part of a Product damaged by or subject to
accident, negligence, alteration, abuse or misuse by Customer, or any accessories or parts not supplied by HIGH END] (it) any damage caused by the
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HIGH END SYSTEM5, INUS STANDARD TERMS AND CONDITIONS OF SALE AND WARRANTY
unauthorized adjuslmenl, repair or service of the Products by anyone Other than HIGH END or Its authorized repair agents; (III) any damage, to any Product, or part
of a Product caused by or due to an act of God, any catastrophe resulting from earthquake, fire, flood, explosion, inability to obtain materials or utillties, or
any other cause beyond the reasonable control of HIGH END. This warranty also does not cover'consumable' parts such as fuses, lamps, color media or
components which may be warranted directly to the Customer by the original manufacturer. This Warranty does not extend to items not manufactured by HIGH
END. Freight terms on warranty repairs are FOB HIGH END factory or designated repair facility. Collect shipments or freight allowances will not be accepted.
HIGH ENO's sale f es ponsi hili ty under this Warranty shall be to repair 0r replace at HIGH END's option such Products or parts of Products as shall be determined
to be defective on HIGH END's inspection. HIGH END, at its option, may perform on -site warranty repairs. Such repairs may be performed with re-
worked or refurbished parts. HIGH END will not assume any responsibility for any labor expended or materials used to repair any Products without HIGH END's
prior written authorization. HIGH END SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL, GENERAL OR CONSEQUENTIAL DAMAGES, DAMAGES
TO PROPERTY, DAMAGES FOR LOSS OF USE, TIME, PROFITS OR INCOME, OR ANY OTHER DAMAGES,
The Customer's obligations during the warranty period under this Warranty are to notify HIGH END within one week of any suspected defect and to return the
Products prepaid to HIGH END at HIGH END's factory or authorized service center. The one week notice period does not apply to claims for shortage or damaged
Products.
This written Warranty is intended as a complete and exclusive statement of the terms thereof. Prior dealings or trade usage shall not be relevant to modify, explain
or vary this Warranty. Acceptance of, or acquiescing in, a course of performance under this Warranty shall not modify the meaning of this Warranty even though
either party has knowledge of the performance and a chance to object.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE PRODUCTS AND REPLACES ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, SPECIFICALLY, EXCEPT AS PROVIDED HEREIN, HIGH END UNDERTAKES NO RESPONSIBILITY FOR THE QUALITY OF THE
PRODUCT OR THAT THE PRODUCT WILL BE FIT FOR ANY PARTICULAR PURPOSE FOR WHICH CUSTOMER MAY BE BUYING THE PRODUCT. ANY
IMPLIED WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. NO ORAL OR WRITTEN INFORMATION, OR ADVICE GIVEN BY HIGH END,
ITS AGENTS OR EMPLOYEES, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY.
For Dealers located in North and South America: HIGH END manufactured Products forwarded outside of North and South America will immediately void this
Warranty unless the dealer has obtained an additional HIGH END International Warranty Provision for the specific Product prior to the Product's initial shipment
from HIGH END. HIGH END is not obligated to provide a HIGH END International Warranty Provision. Please contact HIGH END to inquire and purchase a HIGH
END International Warranty Provision.
This is HIGH END's curront waraaty statement at the time of publication. This Warranty statement is subject to change at any Wne without notice. The controlling Warranty, as well as apolcable terns and condit ons are
Signature:
Email: mbrunclik@clearwing.com
Page 3 of 3
V612,16,2021
DocuSign Envelope ID: 3D6CD205-D107-4FFD-BAA2-03BCBC5F3D89
DocuSlgn Envelope ID: 2D72EGFD-C75E-4F51-8F79-70911BB31AE5
51518 Intelligent Lighting Fixtures - Supply
Procurement Agreement w Clearwing Systems
I nteg
Final Audit Report
Created: 2022-08-09
By: Breianne Miller (millerb®dearvving.com)
Status: Signed
Transaction ID: CBJCHBCAABAAzHG8oTauHLdTuA32ATzYKOPktVmIOH7t
2022-08-09
"51518 Intelligent Lighting Fixtures - Supply Procurement Agree
ment w Clearwing Systems Integ" History
Document created by Breianne Miller (millerb@clearwing.com)
� 2022-08.09 - 5:53:11 PM GMT- IP address: 68.110.84.98
+1
Document emailed to Max Brunclik (mbrunclik@clearwing.com) for signature
2022-08-09 - 5:53:55 PM GMT
b Email viewed � y Max Brunclik (mbrunclik@dearwing.com)
2022-08-09 - 8:01:46 PM GMT- IP address: 104.47.74.126
GSo Document e-signed by Max Brunclik (mbrunclik@dearwing.com)
Signature Date: 2022-08-09 - 6:03:47 PM GMT - Time Source: server- IP address: 12.237.209.146
ii
0 Agreement completed.
2022-08-09- 6:03:47 PM GMT
I
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