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CONTRACT 7033 Vender AgreementIARUT This Equipment Loan Agreement ("Agreement") is made between ClearCube Technology, Inc., having its principal place of business at 1505 Volta Drive Suite 100, Cedar Park TX 78641 (ClearCube Technology, Inc.") and City Of El Segundo (Customer), having its principal place of business at 350 Main St El Segundo, CA 90245. Each of ClearCube Technology, Inc. and Customer is a "Party" to the Agreement, collectively the "Parties", which agree as follows: 1. Equipment to be loaned. ClearCube Technology, Inc. loans the equipment and software listed on Exhibit A (the "Equipment") to Customer for the purpose of evaluation and sales demonstrations (the "Purpose"). Equipment will be returned to ClearCube Technology, Inc, upon termination or expiration of this Agreement or by the Return Date, unless otherwise agreed in writing between the Parties. 2. No Sale of Equipment. Customer expressly acknowledges that this Agreement is not a sale or rental of the Equipment. Customer agrees not to transfer the care or custody of the Equipment to anyone without ClearCube Technology, Inc.'s approval. Equipment is provided to Customer on a loan -only basis and may not be offered for sale or lease. 3. Term. Loan term shall expire after (a) 30 days from Customer E ui meut receipt or (b) that date which ClearCube Technology, Inc. requests Equipment return ("Return Date"). Upon Return Date, Customer shall return Equipment to ClearCube Technology, Inc. in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof alone excepted. Customer assumes responsibility for all damages and missing components. 4. Use, Operations and Maintenance. 4.1 Use. Customer shall use Equipment solely for the Purpose and in the manner for which it was designed. Customer shall comply with all applicable laws and regulations and with all Equipment requirements, procedures, and instructions. 4.2 Maintenance of Equipment. Customer shall maintain Equipment in good operating order and condition and will use best efforts to protect against vandalism, theft, loss, and damage to the Equipment. Customer shall be responsible for Equipment loss or damage from date of delivery until date of return to ClearCube Technology, Inc. and shall reimburse ClearCube Technology, Inc. the cost of Equipment repair or replacement should damage or loss occur. 4.3 No Modification. Customer shall not (a) add, affix, attach any accessories, parts, or replacements to Equipment or (b) modify, adjust, or alter physical and/or electrical characteristics of Equipment without ClearCube Technology, Inc. prior written authorization. 4.4 Insurance. Customer shall continuously maintain at its sole cost and expense insurance on the Equipment covering such risks as are customarily insured until the Equipment is returned to ClearCube Technology, Inc., and in such amounts that are reasonable under the circumstances and equivalent with Customer's practice for insuring its own equipment (but in no event shall the insurance be less that the replacement value of the Equipment), and such insurance shall specify ClearCube Technology, Inc. as the "loss payee". 4.5 Maintenance of Customer Packaging. Customer is responsible for ensuring that Equipment, packaging, and documentation are preserved in "as -new" condition. If original packaging is discarded, Customer agrees to contact ClearCube Technology, Inc. Customer Service to provide replacement packaging for an additional cost. 4.6 Inspection. ClearCube Technology, Inc. shall have the right to inspect, repair, and maintain the Equipment at all times. 4.7 All Risks Assumed. Customer acknowledges and agrees that the Equipment is being loaned with all risk of use and operation, and each and every hazard of loss of any kind, however rising, being borne by Customer, and that ClearCube Technology, Inc. shall not be liable to Customer for the use of the Equipment or damages of any kind resulting from any claimed Equipment malfunction, defective design, and/or any failure to perform as specified, represented or advertised. 4.8 Software. ClearCube Technology, Inc. grants Customer a limited, non -transferable, non-exclusive license to use the software provided with the Equipment (the "Software") only for Purposes and only with the Equipment. Customer shall not reproduce ///O///////////%/GG/ Software in any form, modify, or use Software or make it available to any third party without ClearCube Technology, Ii . authorization. ClearCube Technology, Inc. retains title and reserves all rights to Software, and Customer agrees not to revel.. assemble, decompile or reverse engineer such Software. Certain items of software included with the Equipment are licensed from third parties and subject to the Terms and Conditions provided by such third parties ("Third Party Software"). Third Party Software is not subject to the terms and conditions of the first sentence of this Agreement. Instead, each Third Party Software item is licensed under the terms of the end -user license that accompanies such Third Party Software. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Third Party Software. 5. Terms of Delivery. ClearCube Technology, Inc. shall be responsible for the shipping and insurance expense incurred to deliver and return the Equipment to and from Customer site. 6. Recovery of Equipment. Upon Agreement termination or if Equipment is not returned to ClearCube Technology, Inc. by the Return Date, ClearCube Technology, Inc. may enter Customer's premises during: business hours and recover Equipment after providing written notice to Customer at 'least one (1) business day in advance, Customer waives any legal or equitable right it may have to withhold Equipment. ClearCube Technology, Inc. will make arrangements and Customer will cooperate to pack and ship Equipment to a location designated by ClearCube Technology, Inc. Customer will bear costs of shipping and insurance. ClearCube Technology, Inc. shall have the right to invoice Customer and Customer agrees to pay ClearCube Technology, Inc. the purchase price as set forth in Exhibit A for any Equipment not returned within ten (10) days of the Return Date. 7. Disclaimer of Warranties. CLEARCUBE TECHNOLOGY, INC. HAS NOT MADE AND DOES NOT NOW MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, OPERATION OR CONDITION OF EQUIPMENT, THE SOFTWARE OR ANY PART THEREOF OR ITS DURABILITY. THE EQUIPMENT IS FURNISHED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. 8. Limitations of Liability. IN NO EVENT WILL CLEARCUBE TECHNOLOGY, INC. BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF CLEARCUBE TECHNOLOGY, INC. KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. CLEARCUBE TECHNOLOGY, INC. SHALL HAVE NO LIABILITY TO CUSTOMER WHATSOEVER ARISING FROM OR RELATING TO THE EQUIPMENT, THE SOFTWARE OR THE INSTALLATION, OPERATION, MAINTENANCE OR PERFORMANCE THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEARCUBE TECHNOLOGY, INC.'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED A SUM OF ONE THOUSAND U.S. DOLLARS (U.S. $1,000). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THIS AGREEMENT, AND THAT, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT. 9. Ownership. Equipment and the standard operating policies and procedures, trade secrets, know-how and software are, and shall at all times, remain ClearCube Technology, Inc. sole and exclusive property. Customer shall not have any right, title or interest therein except the right to use Equipment and any software provided with Equipment for the Purpose described herein. Nothing herein shall be construed so as to authorize or permit the use of ClearCube Technology, Inc. trade names, trademarks, trade secrets or know-how. 10. UCC Filings. Customer hereby nominates and appoints ClearCube Technology, Inc. as its attorney -in -fact for the sole purpose of executing and filing, on Customer's behalf, UCC-1 financing statements (and any appropriate amendments thereto), or fixture filings, other legal documentation, including this Agreement, as required by ClearCube Technology, Inc. for protective purposes to evidence ClearCube Technology, Inc.'s continuing right, title and ownership of the Equipment. If requested by ClearCube Technology, Inc., Customer will affix any label or marking supplied by ClearCube Technology, Inc. evidencing ClearCube Technology, Inc.'s ownership of the Equipment. Customer will work with ClearCube Technology, Inc. to effectuate any such UCC- 1 filing to the extent that this Agreement is assigned pursuant to the terms of this Agreement. 11. Confidentiality. Customer agrees that the Equipment is furnished for evaluation use and the conveyance of this Ecluipifflq technical and business information pertaining to the Equipment and its installation, performance, reliability, optimization and integration are of a highly confidential nature and do not constitute a general release of information and data pertaining to the Equipment. The confidential or proprietary information received by Customer shall be (a) treated as confidential by Customer, (b) Customer shall not divulge, directly or indirectly, to any person, Customer, corporation, association, or entity, for any purpose whatsoever, such confidential or proprietary information and (c) Customer shall not make use of such information (save for the purpose for which it was disclosed) without the prior written consent of C1earCube Technology, Inc.. Such confidential information may be disclosed only to such employees or consultants, or independent sub- contractors of Customer who specifically require access to such information for the purpose for which it was disclosed or who have entered into obligations of confidentiality with Customer no less onerous that the terms of this Agreement. 12. Miscellaneous. 12.1 Governing Law. This Agreement, and any and all actions arising from or in any manner affecting the interpretation of this Agreement, krill be governed by, and construed solely in accordance with, the laws of t,os, Angeles County in the State ofCaltfi:)rnia, without giving effect to any conflicts of laws principles that would require the application of the laws of a different state. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. 12.2 Assignment. Customer may not assign this Agreement (whether expressly, by implication, or by operation of law, including in connection with any merger or sale of assets or business), or delegate its performance to any third party without obtaining C1earCube Technology, Inc. prior written consent. C1earCube Technology, Inc. may freely assign this Agreement. Any purported transfer, assignment, or delegation without the appropriate prior written consent will be null and void when attempted and of no force or effect. 12.3 Compliance with Laws. Customer will comply with all applicable federal, state, and local laws, rules, and regulations in performance of its obligations her' ' der, including the Export Administration Regulations promulgated by the U.S. Department of Commerce. C nner NA,ill i export or re-export the Equipment or any product thereof in violation of any applicable laws, restrictions orr&ilatro:s. tamer" CITY OF EL SEGUNDO Printed Name: Jose Calderon, TTSD Director Authorized Officer/AgentTitle: Datew_.... 07'24/2024 ...._ Trticy SReaver, City Clerk Joaquin Va4luez, Assistant City Attorney Doug _4_p_ By C1earCube Technology, Inc., Printed Name: Doug Lavne Authorized Office/AgentTitle: VP of Global Sales _... Date 05/29/2024 11 Customer: City of El Segundo, Contact Title: Phone: Fare Emall: PO: Ship Melhod: Ground Ship Carrier. Transit 'Time: 5 Aram No.: Qu ote Exp I reat 004111111111 Order Payment Terms: Net ►, �� ^..:. e. f:r. rt. Early . Ok- Yes Item Part No. oaserlptlon Price Disc. blest. Price Qty a& Pelee 1.00 OD9088M CO88M 8gb, 50 gb Flash wM OS $368.00 20-0% S294-40 1' S294-40 2.60 6&42 Cbe842I-6n Client SFP OWLY S849.00 20.0% S679-00 1 S5'I"ta.00 201 G0906842 CO8842 Quad Rm C&rarSFP ONLY � 202 G9100096.2242 SS® 64GO Sao BGhft M-2 lypr 224Z A I. 202 G9M10B 4GE 2460AO& DDR4 SOOIM hkin—ECC 204 GOM139 Cq4Wsmumde r0rAmm&T S 205 GOMM No OS, Law r 206 M4 Pwrer MA Pores Cnrd hchrtled r 3-00 kx* dad 41,0970046.14T NoTnuch OS W.00 10.0% $80.10 2 S9F0b� 4.00 C0979+t7 NoTouch O51yr M&S $18.00 10.0% S1620 2 $32.40 Alt p0ces ase to U.S, dollars and subs ect to ctaange a iftaut wedrMen rwotaca, AwWabntllty/ and lead linav6 are not guard geed and may chat *. Product returns are not genErrally offered_ E=8ptllarnal carcuum�sham s may be reviewed by mamagentem and up to s 50% iaa6xkin9 lee may be applied to any apwQoved recums. A 3% Credit Card Processing Fee wa be added to credit card nainsactions- ClearCube W01 charge a $5n,00 rnmrrr aarder tee tra ruder% WON a value of S500 or Ws S,alas and Use Tax yrd be added to At orders uruless a vaid Sales Iax Exemption Carbfmte Is on file. Orders are FOB ClearCube M(g aw atop FedEx Gmund Min trelght changes added In carder unleas amihC w" se requested try GualdsrW Standard Warranty on VeQrCute branded aerrns ks 12 n"6hMON [celesta purchase date. Non-ClearCube branded, sterns wesaaveaed by manufacturer's warramy- - forbteastoanal Serkes are subje,ct to awrilleo Shpe of Nti'+crk and do, not Vmdtt travel and expense d 1arg Agreed to lP'leaSe aagp hers and ataach PO), Dale Comments and Special lrrBtruetlaara_ Shipping wltl be $25 Bill To: City of El Segundo 350 May, St El Segundo, CA 90245 Ship To: uNry o4'el E n�ndo 350 Main St El Segundo, CA 90245 Customer agrees to return Equipment to C1earCube Technology, Inc. in accordance with the terms of this Agreement. If Equipment is not returned before or upon expiration of the Return Date, and has not been given an authorized extension by C1earCube Technology, Inc. in writing, Customer shall be deemed to have purchased the Equipment at a total price of $1,166