HomeMy WebLinkAboutIT16-238 - Extension - Elecsys Corporation - Radix Meter Readers Annual Maintenance Renewal - 06/01/2017 Re c0r� rd s
Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Elecs s International Corporation
Vendor Number: 263741
JD Edwards plumber
Contract plumber: Using Prior# IT16-238 - 0
This is assigned by City Clerk's Office
Project Name: Radix Meter headers Annual Maintenance Renewal
Description: ❑ Interlocal Agreement El Change Order Cl Amendment M Contract
❑ Other:
Contract Effective Date: 06/01/17 Termination Date: 05/31/18
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Curt Ryser Department: Information Technology
Contract Amount: $4,092.00
Approval Authority., N Department Director ❑ Mayor ❑ City Council
Detail,: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
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EAecsys International Corporation 162994
846 N Mart-Way COLirt
Olathe.KS (a6061
hone: 913-982-5672 04/28/17
elecs k.7
Pkv IAMW766 IN
corporation NV w W.e ec�y suol-P.Co ill KENT
NET 30
BILL TO FEW SHIP TO
KENT CITY OF INFCRdIATION TECHNOLOGY
ATTN ACC'OUNTS PAYADIE 4(,10 WEST GX)WE ST STE 1,22
22�O 4"" AVFNLJE S,()UT11 KENT WA 98032
KENT WA 98032
Eil'TYER:
I'L", RE MUF VIA --PPIDER
12 MONTHLY MAINTENANCE CHARGES 310.00 3720.0()
JUNE 1, 2017 MAY 31, 2018
PLEASPLEASE REMIT PAYMENT TO: ELECSYS INTERNATIONAL CORPORATION lllm#&�A*lmwwj
E
B=: WIRE INSTRUCTIONS: ABA� L21000248
PO BOX 310532 WELLS FARO BANK. N,A. SWIFT: WF8!US6S
DES MOINES, IA 50333-0532 420 MONTGOMERY ACCT. 4150807493
SAN FRANCISCO, CA 941.011
CSERITMFENCT ATAER E OFI N COAMCPCLORIANCNECE WTITHHE TMAHET ERREIQAUL IS REIMNCMLTLISDE, D SPIN CTHFEI CAATBOOVNF,
S 0.00
AND/OR DRAWINGS AS APPLICABLE TO THIS ORDER. TilE MATFR4 ALS INCLUDED --
IN THE ABOVE SHIPMENT ARE FREE OF MERCURn 11LIS CERTIFICATION IS
VALID ONLY TO THE ORIGINAL COSTOMER AND IS NOT TRANSFEHARLE. . 3720,00
CUSTOMER COPY 2,OJ
STattoatln Teams arm Cote maNs op Sate("71s ms"1(Rev.06-20141
These Terms govern and apply to all quotations for and the sale of all products and services breach of the Seller's warranty or orlsing fran the design,manufacture,sale or use of Products.
C1RMdUW)by ELECSYS INTERNATIONAL CORPORATION,its subsidiaries and affiliates S.LRy1TATiON OF LIA611,IT1F4.BUYER t EXCLUS] E REMEDY AND SELLER'S
("Sailer")to you ("Buyen and are hereby incorporated into the quotation Invoice or other Lfl.SlyE LIABILITY FOR ANY CLAIM UNDER TU CONTRACT OR OTIlERN7SE
document to which they are attached.Ali purchases of Products by Buyer are expressly]united and QNCI.I/AING NF,GLMWCM SHALI,NOT EXCEED BUYER S PURCHASE PRICE FOR
conditioned upon Buyer's acceptance of these Terms which apply notwithstanding any conflicting PRODUM GIVING RI.SB TO SUCIf CLAIM.IRRE.4P1iCT1JW OF TUN NATURE OF
contrary or additional terms in any purchase order ar other document or communication from 77I9CiALAC 9WE771ER FOR PERSONAL INJURY.DEATH.OR PROPER TYDAMAGE.
Buyer("Order"). Seller hereby objects to and rejects additional or different terms in any y2Ig JW1NCONTRACT.TORTONCZVDINGNEGLIGENCk7.WARRoINTYY,BRRACN
Order and Seller's acknowledgement of an Order shall not be deemed an acceptance of soy OF ANY STATUTQRYDUTY,PRINCIPLRSOFINDEMWITYOR 0NTjj(4(1rfQjV.=
additional or different terms therelm or a waiver of The provisions hereof. FAILURE OFANY LIMITED OR EXCLUSIVE REMEDY TOACHIEVE 17S ESSENTIAL.
1.ORDERS Seller in its solo discretion may refltse orders and say acceptance thereof is expressly PURPOSE OR OTHF,RIYI.R BUYER SIMI NOT iN ANY EVENT BE ENTITLED 77L
conditioned on Buyer's consent to these Terms as the complete and exclusive statement of terms AND VEI.r.XR SHALL NOT BE LIABLE TO BUYER VOR.ANY INDIRECT.SPECIAL
governing the sale of Products. orders must be issued at least 30 days prior to the requested 19CIDENTAL OR COMEOUENTIAIJ,DAMAGES OF ANY NATURE OR FOR ANY
delivery date fbr special,custom or other non-standard manufactured products.Orders may not be DAMAGES FOR CASTS FOR BUSINFM DVTERRUP770N, REMOVAL. AN!)/OR
cancelled or rescheduled without Seller's consent and orders for special,custom and other non- R&NSTALIATION.RE-PROCUREMENT.OR LOSS OFPROFIr.REVEAM.DATA OR
standard Products,work-in-process and Products otherwise identified by Seller as Non-Cancelable CUSTOMERS PROMOTIONAL OR MANUFACTURING EXPENSES QVERHEAD.OR
and Non-Retumablo('NCayji')are non-camcelabla and non-returnable.Seller may allocate sales of INJURY 770 REPUTATION. F.YEN IF SELLER HAS REEN ADVISED OF rug
Products among its customers in its sole disctetign. PQ7~SIBLLITY OF SUCH DAMA= Seller shall not be liable for and Buyer assumes
2.PRICES.Prices shall be as specified by Seller and shall be applicable for the period specified in complete responsibility fbr and shall indemnify,defend and hold Seller harmless from any and all
Seller's quotation.or,if not specified,Ibr 30 days,provided prices are subject to increase in the damages,losses, liabilities, costs, third party claims and expenses(including attorney fees),
event of an increase in Seller's costs or other circumstances beyond Seller's reasonable control. including those for property damage or loss,personal injury or death("tjgg'J based on or
Prices are exclusive of all taxes, impositions and other charges imposed by any government arising out of Buyer's use of Products slope or in combination with other product or in the
authority, transportation.costs, international shipping charges, forwarding agent's and broker's operation of any process;Seller's compliance with Buyer's designs,specifications or instructions,
fees,consular fees, document fees and import duties.If Seller is liable for or pays any of the modification of Products(other than by Seller)and/or Buyer's violation or alleged violation of
foregoing,same shall be paid by Buyer to Seller in addition to the price of Products. 8ny applicable laws or regulations in its use of Products.If statements or advice,technical or
3.TERMS OF PAYMENT. Payment shall be due net 30 days from date of invoice or as otherwise,are offered or given to Buyer,such statements or advice shall be deemed to be given
otherwise specified by Sailer.Buyer agrees to pay the entire net amount of each invoice from Seller as an accommodation to Buyer and without cliago and Seller shall have no responsibility or
pursuant to the terms.of each such invoice without offset or deduction.Orden are subject to credit liability for the content or use ofthe same,which am given and accepted at Buyer's risk.
approval by Seller based on financial information that Buyer shall provide in response to Seller's 9.11SE IN NUCLEAR APPLICATIONS PRODUCTS SOLD HEREUNDER ARE NOT FOR
reasonable request.Seller may in its sole discration require payment in cash,bank wire transfer or USE IN CONNECTION WITH ANY NUCLEAR AND RELATED APPLICATIONS.Buyer
by official bank check and/or require payment prior to shipment.If Seller believes in good troth accepts Products with the foregoing undantanding,agrees to communicate the same in writing to
that Buyer's ability to pay may be impaired or if Buyer fails to pay any invoice when due,Seiler may subsequent purchaser of users,and if Buyer am or sells Products for use in any such
may cancel or suspend delivery of any order or any remaining balance thereof until such payment applications,ageas:(1)that such use or solo is at Buyer's sole risk;(2)that Seller is not liable,in
is made,and Buyer shall remain liable to pay for any Products already shipped and all NCNB whole or In part,for may claim or damage arisi rug from such use.and(3)to indemnify,defend and
orders by Buyer.Buyer shall pay interest on any invoice not paid when due from the due date to hold Seller harmless from Claims arising out ofor in connection with such use or sale.
the date of payment at the maximum rate allowabIc by the laws of the State of Kansas.if Buyer 10.EXPORT CONTROL.Buyer understands and acknowledges that the sale,resale or other
fails to make payment wham due,Seller may pursue any legal or equitable remedies,and Seller disposition of Products and related technology or documentation are subject to the export control
shall be eadded to reimbursement for its costs of collection and reasonable attorney fees. taws,regulations and orders of the U.S.including the U.S.Export Administration Regulations
4.DELIVERY AND TITLE,All shipments by Seller are F.O.B.point of origin and Buyer must C'1R").and may be subject to the export and/or import control laws and regulations of other
file claims against carrier for damaged or lost Products.Subject to Seller's right of stoppage in countries.Buyer agrees to comply with all such laws,regulations and orders and acknowledges
transit,delivery of Products to rho carrier shall constitute delivery to Buyer and title sad risk of loss that it shalt not directly or indirectly export any Products to any country to which such export or
shall thereupon pass to Buyer.Selection of the tarsier and delivery route shall be made by Seller transmission is restricted or prohibited,and Buyer understands and acknowledges that Products
unless specified by Buyer,and Seller shall use reasonable efforts to meet acknowledged or quoted may not and will not be used for any prohibited end-use or by any prohibited end-use under the
delivery dates but all dates are approximate and Seller is not liable for failure to deliver on such EAR Buyer acknowledges its responsibility to obtain any required license for export;re-export
dates.Sailer may deliver in installments.Delivery of a quantity which varies from the quaritity or import.Buyer shall be responsible for obtaining any and all authorizations and the completion
specified shall not retieve Buyer of the obligation to accept delivery and pay for Products and filing of any and all documentation required to export Products from the U.S.in compliance
delivered.Delay in delivery of one installment shall not entitle Buyer to cancel other installments. with EAR.15 C.F.R.Parts 730.774.the Foreign Tmdo Statistics Regulations,15 C.FR Pan 30.
5.ACCEPTANCE Buyer shall inspect Products immediately upon receipt and its failure to give and any other applicable U.S.export control regulations,all as amended and updated.Buyer shall
Sailer written notice of rejection within 10 days thereof shall be am unqualified acceptance of provide copies of all requisite export control documentation to ensure compliance with the above
special custom or other non-standard manufactured Products.Claims refacing to quantity,quality, stated U.S.option central tagodstions.Seller makes no reprannutdons or warranties regarding
condition and loss of or damage to Products shall be waived by Buyer unless made within 30 days the export central classification of Products provided hereunder that may be exported by Buyer,
of receipt.Buyer may not return Products without a Return Material Authorization C`BY—V issued 1I- 1rEDERAL CONTRACTS For Products acquired pursuant to Federal Acquisition
by Seller in its sole discretion(except under§7). Regulations("EAW), Ote fallowing shall be construed to be incorporated herein: (1)Equal
6,FORCE MAJEURR.Sailor shell not be liable for failure to ffrlfill its obligations herein or Opportunity(E.O.11246);(2)Affirmative Action fbr Special Disabled and Vietnam ern Veterans
delays in delivery caused by Force Mejeure.Seller's time for perftrmmnee of any such obligation (38 U.S.C.2012(a));and(3)Affirmative Action for Handicapped Workers(29 U.S.C.793).No
shall be extended for the time period of such delay or Seller may at its option cancel any order or other FAR shall be construed to apply to Seller without Seller s written agreement thereto.
remaining part thereof without liability by giving notice of such cancellation to Buyer."Force 12.j Vj�TELLECTUAL PROPERTY.Sailor retains for itself all proprietary rights in and to all
jam"is an event or circumstance,foreseeable or not,not caused by Seiler that prevents it from engineering designs,ocrostruetion details,data and documents related to all Products.If an order
complying with any of its obligations hereunder including without limitation acts of God,war, includes software or other intellectual property("jQ"),such 1P is provided by Seller to Buyer
terrorism,Government priorities,changes is law,material shortage,strikes,other Tabor trouble or subject to the copyright and user license terms set forth in the license agrocmeat accompanying
shortage,transportation delays or inability to obtain labor or materials through regular sources. such IP and nothing herein shall be construed to grant any rights or license to use IP in any
7.SELLER'S LIMITRO WARRANTY. Seller warrants that Products shall be free from mannef or far any purpose not expressly permitted by such license agreamemt.
defects in material and workmanship under normal use and service and will conform to Sollees 13.Y.N r=AGREEMENT.GOVERNING LAW.These Terrors, souses quotation,order
published Product specifications,for a period of fifteen 1151 months farm the date Products am invoice,or acknowledgement to which these terms are attached and any licensing agreement,
shipped from the factory.This warranty does not cover defects(1)caused by abuse,negligence or mutually agreed confidentiality agreement,and other documents referenced herein and therein
shipping damage;(2)resulting from improper or inadequate maintenance;(3)in Buyer-supplied represent the final,exclusive and complete agreement between the parties with respect to the sale
items; (4)caused by unauthorized modification or improper use, operation outside published of Products(collectively the"Contnt ')and supersede all prior or contemporaneous oral or
anviroamental specifications,or improper site preparation by Buyer or(5)in fuses,or batteries. written communications, mpresaatations, understandings or agreements relating thereto. No
THE FOR r 1NG WARRANTY 1.1 771E SOLE AND EXCLUSIYE_IARRANTY GIVEN change,modification,rescission,or waiver ofthese Terms shall be binding on Sella unless made
RY SELLER_W17N RESPECT TO PRODUCTS AND IS G1VEN IN LIEU OFALL 0T1)ER in writing and signed on its behalf by its duly authorized representative.Waiver of any provision.
WARRAM&I ORAL OR WRITTEN. EXPRESS OR IMPLIED.ALL OF iI7lICH ARE breach or default hereof shall not be deemed a waiver of any other provision,breach or default
DISCLAIMED Br SEIsLER.INCLUDING r1QTHOUT um-mmN WARRANTIES OF hereof no laws ofthe Sate of Kansas,without giving effect to its principles of conflicts of law,
NW_INFRINGEMENT.MERCHAATABIi 77AND FITNESS FOR ANY PARTICULAR govern all adversarial proceedings brought by the parties against one another arising out of this
P RPaM BUYER ACKNOWLEDGES THAT IT IS NOT BUYING PRODUCTS FOR agreement or the sale,purchase,or use of Products.Tla UN Convention on Contracts for the
PERSONAL..,HOUSEHOLD,FAMILY OR DOMESTIC USE.SELLER'S WARRANTIES DO International Sale of Goods shall not apply.The invalidity orunonforcesbility in any jurisdiction
NOT EXTEND BEYOND THE ORIGINAL BUYER AND MAY NOT BE TRANSFERRED, of any provision hereof shall not invalidate or affect the enforcement of remaining provisions in
ASSIGNED,OR PASSED THROUGH.During the warranty period,if Buyer notifies Seller in that jurisdiction or the validity or enfosceability of such provision in any other jurisdiction. The
writing of any warranty defect within 30 days of Buyer's discovery thacmi then Seller shall,at Contract is solely I&the benefit of and shall inure to the benefit of Seiler and Buyer and shall not
its option,repair or replace that portion of Products found by Seller to be defective so long as give any third party any right,claim,cause of action or other interest.Buyer may not assign its
Seller has received all payments for such Products.Buyer shall promptly return such Products to rights or obligations heraunder by operation of law,merger or otherwise in whole or part without
Seller with an RMA freight prepaid(FOB Seller)and Seiler shall return repaired or replacement the prior written consent of Seller and any purported assignment without such consent shall be
Products freight prepaid(FOB Buyer).Seller assumes no risk for damage in transit.Products void.SeEer's obligations hereunder may be performed by its divisions,subsidiaries or affiliates.
repaired or replaced during the warranty period pursuant to the foregoing warranty shall be
covered by the foregoing warranty for the remainder of the original warranty period or for 90
days from the date of shipment,whichever is longer.If Seller determines that a defect is not
covered by the foregoing warranty,Seller will provide an estimate of repair costs and obtain
Buyer's authorization before commencing any work and after any such repair,Products will be
returned freight prepaid (FOB Seller)with repair sad return transport charged to Buyer. in
locations outside of the U.S. and Canada, fi right sad other transportation costs rue the
responsibility of Buyer.The foregoing is Buyer's exclusive remedy and Seller's sole liability for