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HomeMy WebLinkAbout21 131 Council Chamber AV Upgrades (Applied Electronics) Quotation Acceptance By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE BY-LAW NO. 2021 - 131 BEING A BY-LAW TO ACCEPT THE PROVISION AND INSTALLATION OF AUDIO VISUAL EQUIPMENT TO SUPPORT HYBRID MEETINGS FOR THE COUNCIL OF THE MUNICIPALITY OF KINCARDINE (Applied Electronics Limited) WHEREAS pursuant to the said Municipal Act, Section 8 (1) and 9 provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality’s ability to respond to municipal issues and has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS it has been determined that there is a need within the Municipality of Kincardine to supply and install audio visual equipment to support hybrid meetings at the Municipal Administration Centre pursuant to Report No. CLERKS 2021 - 23; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That the quotation of Applied Electronics Limited to supply and install audio visual equipment to support a hybrid meeting type at the Municipal Administration Centre within the Municipality of Kincardine, in the amount of $72,244.51 (includes the non-refundable portion of HST), be hereby accepted as per the quotation attached hereto as Schedule “A”. 2. That the Clerk and Chief Administrative Officer be authorized and directed to execute, on behalf of The Corporation of the Municipality of Kincardine, any contracts and other documents required to authorize such work to commence. 3. This by-law shall come into full force and effect upon its final passage. 4. This by-law may be cited as the “Council Chamber AV Upgrades (Applied Electronics) Quotation Acceptance By-law”. READ a FIRST and SECOND TIME this 12th day of July, 2021. READ a THIRD TIME and FINALLY PASSED this 12th day of July, 2021. Mayor Clerk Applied Electronics Limited 1260 Kamato Road, Mississauga, ON L4W 1Y1 Ph: 905-625-4321 Fax: 905-625-4333 www.appliedelectronics.com Date: Quote #: Page: 1 of 8 Apr 13, 2021 Jul 30, 2021Expiry Date: WARC1526 Rev: 1ISSUED TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 BUDGETARY QUOTATION SHIP TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 E-Mail: jwhite@kincardine.ca Ph: 519-396-3468 Fax: 519-396-8288 ATTN: Jennifer White LARGE MEETING ROOM UPDATE:Ref: LN Quantity Part # / Description Extended PriceUOMUnit (COUNCIL CHAMBER) MEETING ROOM UPDATE:1 1.1 DELEGATE MICROPHONE SYSTEM: 1.1.1 16 EA MXC605 370.00 5,920.00 Shure DIS MXC605 Portable Conference Unit 1.1.2 1 EA DISCCU 1,167.00 1,167.00 Shure DIS-CCU central delegate system unit. Support up to 8 simultaneously open microphones, analog inputs/outputs, controls up to 250 DDS 5900 discussion units. 1.1.3 1 EA PSCCUUS 853.00 853.00 Shure PS-CCU-US In-line power supply for DIS-CCU and PI-6000. Input: 100-240V AC, 50/60Hz, output: 48V DC, 150W max. 1.1.4 6 EA JB6104 357.00 2,142.00 Shure DIS JB6104 DCS-LAN Splitter 1.1.5 16 EA GM416C 235.00 3,760.00 Shure GM416C Gooseneck Mic 1.1.6 18 EA EC600102 22.00 396.00 DIS EC 6001-02 Cat-5e STP Cable Assembly, 2m Subtotal: $14,238.00 1.2 ROOM AUDIO SYSTEM: 1.2.1 2 EA SLXD12485 1,169.00 2,338.00 Shure SLXD-124/85/SM58 Combo Wireless Microphone System INCLUDES:-SLXD4 Diversity RECEIVER,SLX1 Body Pack TRANSMITTER,WL185 Cardioid Lavaliere Microphone And SLXD2/SM58HANDHELD Transmitter 1.2.2 1 EA SLXD24SM58 823.00 823.00 Shure SLXD24/SM58 wireless hand held microphone with receiver 1.2.3 2 EA 2102BLACK 85.00 170.00 Konig & Meyer 210/2-BLACK 2-piece, folding, steel microphone stand (201A/2) with zinc diecast base and one-piece boom arm Applied Electronics Limited 1260 Kamato Road, Mississauga, ON L4W 1Y1 Ph: 905-625-4321 Fax: 905-625-4333 www.appliedelectronics.com Date: Quote #: Page: 2 of 8 Apr 13, 2021 Jul 30, 2021Expiry Date: WARC1526 Rev: 1ISSUED TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 BUDGETARY QUOTATION SHIP TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 E-Mail: jwhite@kincardine.ca Ph: 519-396-3468 Fax: 519-396-8288 ATTN: Jennifer White LARGE MEETING ROOM UPDATE:Ref: LN Quantity Part # / Description Extended PriceUOMUnit (211). Boom length: 840 mm Height: 900 - 1605 mm Weight: 3.18 kg 1.2.4 2 EA AMPX300 492.00 984.00 Crestron AMP-X300 X series amplifer. LoZ and HiZ output. 1.2.5 1 EA CORE8FLEX 2,307.00 2,307.00 QSC Core 8 Flex 1/2 rack unit DSP processor with 64 x 64 (Q-LAN / AES67), 8 AEC, up to 32 x 32 Dante audio channels, USB AV bridging (8 x 8 audio + Q-SYS camera support) and 2 VoIP instances Subtotal: $6,622.00 1.3 CAMERA SYSTEM: 1.3.1 3 EA SRGX120W 2,461.00 7,383.00 Sony SRGX120W HD 3G-SDI/NDI 12x PTZ Camera White 1.3.2 3 EA 32050 438.00 1,314.00 Magewell 32050 SDI to USB 3.0 Capture Plus Subtotal: $8,697.00 1.4 SIGNAL ROUTING AND CONTROL SYSTEM: 1.4.1 1 EA DMPS34K350C 6,150.00 6,150.00 Crestron DMPS-3-4K-350-C Digitalmedia Presentation System 350 1.4.2 1 EA SWATEMMINIBPR 682.00 682.00 Blackmagic Design SWATEMMINIBPR ATEM Mini Pro 1.4.3 2 EA DMTX4KZ100C1GWT 650.00 1,300.00 Crestron DM-TX-4KZ-100-C-1G-W-T DigitalMeida 8G+ 4K60 4:4:4 HDR Wall Plate Transmitter, White 1.4.4 1 EA TS1070BS 1,845.00 1,845.00 Crestron TS-1070-B-S 10.1 inch table top touch screen. Black Smooth. 1.4.5 1 EA SG110D08HPNA 253.00 253.00 Cisco SG110D-08HP-NA 8-Port POE Gigabit Desktop Applied Electronics Limited 1260 Kamato Road, Mississauga, ON L4W 1Y1 Ph: 905-625-4321 Fax: 905-625-4333 www.appliedelectronics.com Date: Quote #: Page: 3 of 8 Apr 13, 2021 Jul 30, 2021Expiry Date: WARC1526 Rev: 1ISSUED TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 BUDGETARY QUOTATION SHIP TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 E-Mail: jwhite@kincardine.ca Ph: 519-396-3468 Fax: 519-396-8288 ATTN: Jennifer White LARGE MEETING ROOM UPDATE:Ref: LN Quantity Part # / Description Extended PriceUOMUnit Switch Subtotal: $10,230.00 1.5 CONFIDENCE & AUDIENCE MONITORS: 1.5.1 2 EA DMRMC4K100C1GWT 431.00 862.00 Crestron DM-RMC-4K-100-C-1G-W-T Wall plate 4K DigitalMedia 8G + receiver & room controller 100. 1.5.2 2 EA HDDA44KZE 339.00 678.00 Crestron HD-DA4-4KZ-E 1:4 HDMI® Distribution Amplifier w/4K60 4:4:4 & HDR Support 1.5.3 1 EA HDDA44KE 267.00 267.00 Crestron HD-DA4-4K-E 1 x 4 HDMI distribution amplifier 1.5.4 3 EA FWD43X800H 722.00 2,166.00 Sony Bravia FWD43X800H 43" diag 4K/UHD Pro Bravia Display 1.5.5 1 EA MF2UB 1,171.00 1,171.00 Chief Mounts MF-2UB Adjustable Height 4-7ft Back to Back Floor Monitor Mount 1.5.6 1 EA MF1UB 998.00 998.00 Chief Mounts MF-1UB Adjustable Height 4-7ft Single Floor Monitor Mount Subtotal: $6,142.00 1.6 EQUIPMENT RACK: 1.6.1 1 EA RKYZ21 832.00 832.00 Audio Visual Furniture RKYZ21 21U Mobile Rack (select colour) - BLACK 1.6.2 1 EA SMART1000RM2U 978.00 978.00 Tripp Lite SMART1000RM2U SmartPro 1000 - UPS (rack-mountable) - AC 120 V - 640 Watt - 1000 VA - 6 output connector(s) - 2U 1.6.3 1 EA PD915R 116.00 116.00 Middle Atlantic PD-915R 9 Outlet, Single 15amp Circuit Power Bar with Surge/Spike Subtotal: $1,926.00 Applied Electronics Limited 1260 Kamato Road, Mississauga, ON L4W 1Y1 Ph: 905-625-4321 Fax: 905-625-4333 www.appliedelectronics.com Date: Quote #: Page: 4 of 8 Apr 13, 2021 Jul 30, 2021Expiry Date: WARC1526 Rev: 1ISSUED TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 BUDGETARY QUOTATION SHIP TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 E-Mail: jwhite@kincardine.ca Ph: 519-396-3468 Fax: 519-396-8288 ATTN: Jennifer White LARGE MEETING ROOM UPDATE:Ref: LN Quantity Part # / Description Extended PriceUOMUnit 1.7 INSTALLATION: 1.7.1 2 DAY PM 1,000.00 2,000.00 Project Management 1.7.2 12 DAY INSTL 720.00 8,640.00 Installation Labour 1.7.3 4 DAY PRGM 1,000.00 4,000.00 Programming 1.7.4 0.5 DAY PRGM 1,000.00 500.00 Programming -Crestron ATEM Custom Control Module 1.7.5 1 DAY DESIGNENG 1,200.00 1,200.00 Design & Engineering 1.7.6 2 DAY CAD 1,200.00 2,400.00 CAD & Documentation 1.7.7 1 DAY COMMIS 1,000.00 1,000.00 Commissioning and Testing 1.7.8 1 EA A-CABLING 1,000.00 1,000.00 A/V Cabling Charges 1.7.9 1 EA A-MISC 400.00 400.00 A/V Miscellaneous Materials, interconnect cables, connectors, adaptors, etc. 1.7.10 1 EA TRAVEL-A 2,000.00 2,000.00 Travel Expenses Subtotal: $23,140.00 $70,995.00Total For (COUNCIL CHAMBER) MEETING ROOM UPDATE:: Applied Electronics Limited 1260 Kamato Road, Mississauga, ON L4W 1Y1 Ph: 905-625-4321 Fax: 905-625-4333 www.appliedelectronics.com Date: Quote #: Page: 5 of 8 Apr 13, 2021 Jul 30, 2021Expiry Date: WARC1526 Rev: 1ISSUED TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 BUDGETARY QUOTATION SHIP TO: Municipality of Kincardine 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 E-Mail: jwhite@kincardine.ca Ph: 519-396-3468 Fax: 519-396-8288 ATTN: Jennifer White LARGE MEETING ROOM UPDATE:Ref: LN Quantity Part # / Description Extended PriceUOMUnit Subtotal: GST/HST: $70,995.00 9,229.35 - Ship Via: - F.O.B: AEL Warehouse - Terms: Per Contract Submitted by: Bill Archibald Ph: 905-625-4321 Fax: 905-625-4333 E-Mail: warchibald@appliedelectronics.com Total: - E. and O.E. * Terms and Conditions - All taxes & environmental fees extra where applicable $80,224.35 Bill To: Municipality of Kincardine Address: 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 Address: 1475 Concession 5 RR5 Kincardine ON N2Z 2X6 Ship To: Municipality of Kincardine Estimate Date: Apr 13, 2021 Expiry Date: Jul 30, 2021AEL Estimate Quote Number: WARC1526 Rev: 1 Customer Order Number: Equipment Purchase Agreement Contact: Jennifer White Delivery Date: The purchaser agrees to and hereby orders the following equipment and services, as further detailed in the applicable AEL Estimate Quote, in accordance with and subject to the attached General Terms and Conditions (all amounts are in $CAD): Upon Approved Credit the purchaser agrees to pay the Total Purchase Price on the following payment terms: * 25% With Order $17,748.75 * 65% Upon Equipment Delivery $46,146.75 * 10% Upon Substantial Completion $7,099.50 $70,995.00 9,229.35 Subtotal: GST/HST: Total Purchase Price: By signing below, the purchaser agrees to the information contained herein and agrees to be bound by the attached General Terms and Conditions. Purchaser Applied Electronics Limited Per Per (Authorized Officer)(Authorized Officer) (Purchasing Entity) (Dated)(Dated) $80,224.35 1. PURCHASE AND SALE: Applied Electronics Limited (“AEL”) agrees to sell to the purchaser described on the attached cover sheet (“Purchaser”), and Purchaser agrees to purchase, the equipment (“Equipment”) and services (“Services”) described in the attached cover sheet and the AEL Estimate Quote referenced therein, at the prices described therein, in accordance with the terms of these General Terms and Conditions (collectively, the “Agreement”). 2. PERMITS, CERTIFICATES AND LICENCES: Purchaser shall obtain, maintain and pay for all authorizations, permits, certificates and licenses that may be necessary for the provision, performance and completion of the Equipment and any Services. 3. CREDIT REVIEW: AEL reserves the right to conduct a credit check based on the information provided by Purchaser. If AEL reasonably determines that Purchaser’s financial status is unsatisfactory, AEL may require full payment, in cash, of all amounts payable to AEL under this Agreement. 4. PURCHASE PRICE AND INVOICES: Purchaser will pay the full price of the Equipment and Services, as described in the attached cover sheet and the AEL Estimate Quote referenced therein, together with all applicable taxes (the “Total Purchase Price”). Purchaser agrees to pay the Total Purchase Price on the dates set forth on the attached cover sheet and pursuant to the procedures described in each invoice provided by AEL. AEL may change its prices at any time without prior written notice to Purchaser, but such change shall not affect any outstanding AEL Estimate Quote or any Total Purchase Price agreed to in writing. Unless otherwise stated by AEL in an invoice, the Purchaser shall pay all amounts due for Equipment and Services within 30 days from the date of AEL’s invoice. Interest shall accrue on any past due amount at the lesser of (i) 1.5% per month (19.562% per annum), or (ii) the maximum rate permitted by applicable law. If any tax exemptions are applicable to any payments, Purchaser agrees to provide supporting documentation, as required. 5. SOFTWARE: Purchaser acknowledges that it is not acquiring any rights, title to or interest in any software provided with the Equipment (“Software”) other than a licence to use such Software in conjunction with the Equipment and for internal purposes only. Purchaser acknowledges that the Software is incidental to the operation of the Equipment and is not Software otherwise licensed by AEL to Purchaser under a separate license agreement. 6. SUBCONTRACTORS: Purchaser acknowledges that AEL may delegate the performance of any Services, in whole or in part, to third party contractors. AEL will remain responsible for the performance of all or any part of the Services performed by any third party contractors to the same extent as if such Services were performed by AEL. 7. DELIVERY AND INSTALLATION: Delivery of the Equipment is F.O.B the Purchaser’s warehouse (as defined in the Incoterms, 2000). All costs associated with shipment are included in the Total Purchase Price, unless otherwise stipulated in this Agreement. For all foreign shipments, Purchaser agrees to provide all documentation necessary to permit such shipment, including any bills of lading, commercial invoices and other documentation. All items will be packed for shipment and shipped in accordance with AEL’s standard practices. AEL will confirm the delivery and installation schedule for the Equipment within a reasonable time period following execution of this Agreement and payment of the deposit. Due to the nature and sensitivity of the Equipment, on-site installation of electronic components will only commence once site conditions are deemed secure and dust free by AEL. AEL may require and Purchaser consents to AEL’s prior access to the Purchaser’s premises for cable and display support installations. Schedule changes resulting from site availability delays may be subject to additional charges. All electrical, mechanical, structural and information technology requirements are Purchaser’s responsibility. 8. NON PERFORMANCE / DELAYS: AEL shall not be liable for any loss or damage resulting from non-performance by AEL or from any delay in delivery or installation of the Equipment due to fire, labour unrest or strikes, delays in transportation, acts of God, war, acts of a public enemy, unforeseeable government restrictions, accident or any other cause or causes beyond the control of AEL. 9. MAINTENANCE AND SUPPORT SERVICES: AEL shall not be responsible for any maintenance and support services under this Agreement. All maintenance and support services provided by AEL relating to the Equipment shall be provided under the terms and conditions of a separate agreement entered into between the Purchaser and AEL. 10. EQUIPMENT SUBSTITUTIONS AND RETURNS: AEL is permitted to substitute the Equipment, including components of the Equipment, with other equipment, at its own discretion, provided that any such substitutions provide functionality that is substantially similar to the Equipment. Due to the custom nature of the Equipment, Purchaser requested returns of Equipment can only be made if the Equipment manufacturer approves such return. Equipment and Services purchased by Purchaser may not be cancelled without the prior written consent of AEL. Restocking charges will apply to any approved returns. 11. SERVICE CHANGES: The Purchaser may request changes to any Services ordered but not yet performed. Upon AEL’s receipt of such a request, AEL shall provide a written estimate of the cost savings or additional costs of such request. Any such changes agreed to by AEL must be documented in writing. 12. FINAL ACCEPTANCE: Within 10 days after the delivery of the Equipment and completion of all Services, the Purchaser shall notify AEL of its acceptance of the Equipment, based on standard verification tests, by delivering a signed AEL acceptance form to AEL. AEL will provide a copy of such form to Purchaser upon delivery of the Equipment and completion of all Services. AEL agrees to use commercially reasonable efforts to repair or replace any errors or defects in the Equipment discovered by Purchaser prior to such acceptance. Equipment will be deemed to be accepted by Purchaser if (i) AEL does not receive notice of any errors or defects or if AEL does not receive the AEL acceptance form, each within 10 days after delivery of the Equipment and completion of all Services, or (ii) Purchaser undertakes any commercially beneficial use of the Equipment. 13. TITLE AND RISK OF LOSS: Title to the Equipment shall remain with AEL until Purchaser has paid the Total Purchase Price for the Equipment in full. Risk of loss or damage to the Equipment shall pass to Purchaser upon delivery of the Equipment to the Purchaser’s shipping address. If Purchaser fails to pay any amount when due, AEL shall have the right, without prejudice to any other rights and remedies available to AEL at law or in equity, to terminate this Agreement and take immediate possession and remove the Equipment from the Purchaser’s premises, at the Purchaser’s expense and risk. Purchaser agrees, as security for the repayment of any amounts owing to AEL, that AEL retains a continuing security interest in, and Purchaser grants AEL a continuing security interest in Purchaser’s right, title to and interest in and to all Equipment, wherever located, to and in favour of AEL until the Total Purchase Price is paid in full, including any late charges and costs of collection. Purchaser acknowledges that AEL may file one or more financing statements or other instruments in any relevant jurisdiction for perfecting or protecting this security interest and appoints AEL as Purchaser’s agent for any necessary signatures on such filings. Prior to full payment of the Total Purchase Price, Purchaser shall not, without the prior written consent of AEL (i) sell, lease or otherwise transfer the Equipment, (ii) permit any mortgage, lien, security interest or other encumbrance to attach to the Equipment, or (iii) remove the Equipment from the original installation site. 14. TERM: This Agreement is effective upon the last date the attached cover sheet is signed by both parties (“Effective Date”) and will remain in force until terminated pursuant to the terms and conditions herein, including, without limitation, AEL’s right to terminate this Agreement pursuant to Section 13. AEL may terminate this Agreement upon written notice to Purchaser in the event that the Purchaser uses the Software other than in accordance with Section 5 of this Agreement and Purchaser agrees, in the event of any such termination, Purchaser’s rights to use the Software are immediately terminated. General Terms and Conditions 15. CONFIDENTIALITY: Purchaser agrees to maintain the confidentiality of and not to release, disclose or divulge the Confidential Information (as defined below) or any part thereof to any person without the prior written consent of AEL. Purchaser shall instruct its employees who have access to the Confidential Information to comply with the provisions of this Section and Purchaser shall take at least the same steps to prevent disclosure and misuse of the Confidential Information as it takes with respect to its own confidential information, but no less than reasonable care. For the purposes of this Agreement, “Confidential Information” means all information disclosed to Purchaser which is or should be reasonably understood by the Purchaser to be confidential or proprietary to AEL, including, but not limited to, the provisions of this Agreement, the Equipment and Software, technical processes and formulas, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data. 16. INFRINGEMENT CLAIM: If the Equipment is at any time deemed by AEL to be subject to an infringement claim or if use of the Equipment is prohibited, AEL shall, at its option, either (i) obtain for Purchaser the right to continue using the Equipment, (ii) replace the Equipment with a non-infringing product, (iii) modify the Equipment so it becomes non-infringing, or (iv) grant Purchaser a credit for such Equipment in accordance with a five (5) year straight-line depreciation and accept its return. AEL shall not be liable to Purchaser under this paragraph if the infringement claim is based upon (i) use of the Equipment in combination with hardware, software, or services where such combination was not provided, proposed or recommended by AEL or the manufacturer, to the extent such combination gives rise to the infringement claim, (ii) modification of the Equipment by Purchaser or a third party not authorized by AEL, to the extent such modification gives rise to the infringement claim, or (iii) use of the Equipment otherwise than in accordance with the manufacturers’ specifications. This Section defines the Purchaser’s sole and exclusive remedy and AEL’s entire liability to Purchaser and others in respect of any infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights. 17. BASIC WARRANTIES: AEL warrants that the Equipment materially conforms to AEL’s applicable specifications (subject to standard tolerances for variations), as in effect at the time of shipment, for a period of 1 year from the date the Equipment is accepted pursuant to Section 12. Liability of AEL under or in connection with a breach of the foregoing warranty shall be limited, at the sole discretion of AEL, to either repair or replacement of any Equipment. AEL further warrants that the Services will be performed pursuant to generally accepted industry standards. Liability of AEL under or in connection with a breach of the foregoing warranty shall be limited to the re-performance of the applicable Service. 18. LIMITATION OF WARRANTIES AND LIABILITY: EXCEPT AS EXPLICITLY SET FORTH IN SECTION 17, THE ONLY REPRESENTATIONS, WARRANTIES AND CONDITIONS (WHETHER EXPRESS OR IMPLIED) FOR THE EQUIPMENT SHALL BE THAT OFFERED BY THE EQUIPMENT MANUFACTURER, AND PROVIDED WITH THE EQUIPMENT, AND THE ONLY WARRANTIES FOR THE SOFTWARE PROVIDED WITH THE EQUIPMENT SHALL BE THOSE PROVIDED BY THE SOFTWARE OWNER AND PROVIDED WITH THE EQUIPMENT. AEL DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE EQUIPMENT OR SOFTWARE. THERE ARE NO REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AT LAW, OR ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND IN PARTICULAR, WITHOUT LIMITATION, NO WARRANTY OF INTEROPERABILITY OR COMPATIBILITY WITH ANY PRODUCT OR SERVICE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17 OR PROVIDED WITH THE EQUIPMENT BY THE EQUIPMENT MANUFACTURER OR SOFTWARE OWNER AND SUCH STATED WARRANTY IS IN LIEU OF ALL OBLIGATIONS OR LIABILITY ON THE PART OF AEL. AEL’S ENTIRE CUMULATIVE LIABILITY UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION NEGLIGENCE, BREACH OF CONTRACT OR FUNDAMENTAL BREACH) SHALL BE LIMITED TO THE TOTAL PURCHASE PRICE. NOTWITHSTANDING THE FOREGOING, AEL SHALL NOT BE LIABLE FOR (I) ANY BUSINESS OR ECONOMIC LOSS, INCLUDING WITHOUT LIMITATION FAILURE TO REALIZE EXPECTED SAVINGS, (II) ANY LOSS OF USE OR LACK OF AVAILABILITY OF EQUIPMENT, INCLUDING COMPUTER RESOURCES, TELECOMMUNICATIONS SYSTEMS AND ANY STORED DATA, OR (III) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE PROVISION OR USE OF THE EQUIPMENT, EVEN IF AEL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PURCHASER AGREES THAT IN NO EVENT SHALL AEL BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF PURCHASER’S NONCOMPLIANCE WITH THE MANUFACTURERS’ SPECIFICATIONS OR AEL’S DIRECTIVES REGARDING THE EQUIPMENT. ALL REFERENCES IN THIS SECTION TO AEL SHALL BE DEEMED TO INCLUDE AEL AND ITS SUPPLIERS, SUBCONTRACTORS, AGENTS, SUBSIDIARIES AND AFFILIATES. 19. ASSIGNMENT: Neither Purchaser nor AEL may assign this Agreement without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed. This Agreement shall enure to the benefit of each party’s successors and permitted assigns. 20. EXPORT LAWS: If any Equipment, Software or technology delivered or disclosed to Purchaser under this Agreement is subject to any Canadian export laws or regulations, the Purchaser shall not export or re-export such Equipment or technology except in compliance with such laws and regulations. 21. NON-SOLICITATION: From the Effective Date to the date the Equipment is accepted pursuant to Section 12, and for a period of 12 months thereafter, Purchaser shall not (without the prior written consent of AEL) solicit, endeavour to entice or offer (either directly or indirectly) to employ any officer, employee or contractor of AEL. 22. GOVERNING LAW: This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party agrees that in connection with any legal action or proceeding arising with respect to this Agreement, it will bring such action or proceeding in the Courts of Ontario or in any Federal Court in Canada in each case situated in Toronto, Ontario, and each party agrees to waive any claim that such court is an inconvenient forum. 23. GENERAL: Each provision of this Agreement is intended to be severable and if any provision is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such provision shall be severed from this Agreement, to the maximum extent permitted by applicable law, and shall not affect the legality or validity or enforceability of the remainder of this Agreement or any other provision hereof unless it significantly alters the intent of the Agreement. This Agreement may not be amended except by written instrument signed by the parties hereto. No waiver of any term, covenant or condition by either party shall be deemed to be a waiver by such party of its rights to require full and timely compliance with the same term, covenant or condition thereafter, or with any other term, covenant or condition of this Agreement at any time. The terms of this Agreement that are stated to or which, by their nature, extend beyond the termination or expiry of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect as provided for herein. This Agreement, including the attached cover sheet and the AEL Estimate Quote referenced therein, contain the entire agreement between the parties relating to the purchase and sale of the Equipment and Services. This Agreement supersedes all proposals, oral or written, all previous negotiations and all other communications between the parties with respect to the purchase and sale of the Equipment and Services. There are no warranties, agreements or representations, written or oral, relating to the purchase and sale of the Equipment and Services other than as expressly stated in this Agreement. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’ y rattachent soient rédigés en anglais.