PA Gray Matter Thin Clients Hardware 12-14-23
Extracted text (via pymupdf)
43542 characters
1
10/05/2023
C
AGREEMENT FOR
THIN CLIENT HARDWARE
This Agreement for Thin Client Hardware ("Agreement") is effective and entered into between CITY OF
GLENDALE, an Arizona municipal corporation ("City"), and Gray Matter Systems, LLC, a United States limited
liability company, authorized to do business in the State of Arizona, ("Contractor"), as of the _____ day of
____________, 2024.
RECITALS
A.
City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, (the "Project");
B.
City desires to retain the services of Contractor to perform those specific duties and produce the specific
work as set forth in the Project attached hereto; and
C.
City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the
mutual promises and covenants contained in this Agreement, and other good and valuable consideration, City and
Contractor agree as follows:
1.
Key Personnel; Sub-contractors.
1.1
Services. Contractor will provide all services necessary to assure the Project is completed timely and
efficiently consistent with Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other contractors or consultants, retained by City.
1.2
Project Team.
a.
Project Manager.
(1)
Contractor will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's option, complete the Project and handle
all aspects of the Project such that the work produced by Contractor is consistent
with applicable standards as detailed in this Agreement;
(2)
The City must approve the designated Project Manager; and
(3)
To assure the Project schedule is met, Project Manager may be required to devote
no less than a specific amount of time as set out in Exhibit A.
b.
Project Team.
(1)
The Project Manager and all other employees assigned to the project by Contractor
will comprise the "Project Team."
(2)
Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Contractor.
c.
Discharge, Reassign, Replacement.
(1)
Contractor acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in the response to the Project's
solicitation.
(2)
Contractor will not discharge, reassign or replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
2
10/05/2023
without City's prior written consent unless that person leaves the employment of
Contractor, in which event the substitute must first be approved in writing by City.
(3)
Contractor will change any of the members of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties or if the acts or
omissions of that person are detrimental to the development of the Project.
d.
Sub-contractors.
(1)
Contractor may engage specific technical contractor (each a "Sub-contractor") to
furnish certain service functions.
(2)
Contractor will remain fully responsible for Sub-contractor's services.
(3)
Sub-contractors must be approved by the City, unless the Sub-contractor was
previously mentioned in the response to the solicitation.
(4)
Contractor shall certify by letter that contracts with Sub-contractors have been
executed incorporating requirements and standards as set forth in this Agreement.
2.
Schedule. The services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3.
Contractor’s Work.
3.1
Standard. Contractor must perform services in accordance with the standards of due diligence, care,
and quality prevailing among contractors having substantial experience with the successful furnishing
of services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.
3.2
Licensing. Contractor warrants that:
a.
Contractor and Sub-contractors will hold all appropriate and required licenses, registrations
and other approvals necessary for the lawful furnishing of services ("Approvals"); and
b.
Neither Contractor nor any Sub-contractor has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").
(1)
City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments or to examine Contractor's contracting ability.
(2)
Contractor must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration and the failure of the Contractor to notify City as
required will constitute a material default under the Agreement.
3.3
Compliance. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards and
criteria designated by City.
Contractor must not discriminate against any employee or applicant for employment on the basis of
race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any
disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated
within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this
section.
3.4
Coordination; Interaction.
a.
For projects that the City believes requires the coordination of various professional services,
Contractor will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").
3
10/05/2023
b.
Subject to any limitations expressly stated in the Project Budget, Contractor will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.
c.
For projects not involving Coordinating Project Professionals, Contractor will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5
Work Product.
a.
Ownership. Upon receipt of payment for services furnished, Contractor grants to City, and
will cause its Sub-contractors to grant to the City, the exclusive ownership of and all
copyrights, if any, to evaluations, reports, drawings, specifications, project manuals, surveys,
estimates, reviews, minutes, all "architectural work" as defined in the United States Copyright
Act, 17 U.S.C § 101, et seq., and other intellectual work product as may be applicable ("Work
Product").
(1)
This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2)
Contractor warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.
b.
Delivery. Contractor will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
c.
City Use.
(1)
City may reuse the Work Product at its sole discretion.
(2)
In the event the Work Product is used for another project without further
consultations with Contractor, the City agrees to indemnify and hold Contractor
harmless from any claim arising out of the Work Product.
(3)
In such case, City shall also remove any seal and title block from the Work Product.
4.
Compensation for the Project.
4.1
Compensation. Contractor's compensation for the Project, including those furnished by its Sub-
contractors will not exceed $75,000, as specifically detailed in Exhibit B (the "Compensation").
4.2
Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated scope of services as outlined in the Project is significantly modified.
a.
Adjustments to the Compensation require a written amendment to this Agreement and may
require City Council approval.
b.
Additional services which are outside the scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
c.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.
5.
Billings and Payment.
5.1
Applications.
a.
Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
4
10/05/2023
b.
The period covered by each Payment Application will be one calendar month ending on the
last day of the month or as specified in the solicitation.
5.2
Payment.
a.
After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b.
Payment may be subject to or conditioned upon City's receipt of:
(1)
Completed work generated by Contractor and its Sub-contractors; and
(2)
Unconditional waivers and releases on final payment from Sub-contractors as City
may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.
5.3
Review and Withholding. City's Project Manager will timely review and certify Payment Applications.
a.
If the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.
b.
City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.
6.
Termination.
6.1
For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the Effective Termination date, which may not be less than 30
days following the date of delivery.
a.
Contractor will be equitably compensated for Goods or Services furnished prior to receipt
of the termination notice and for reasonable costs incurred.
b.
Contractor will also be similarly compensated for any approved effort expended and
approved costs incurred that are directly associated with project closeout and delivery of the
required items to the City.
6.2
For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.
a.
Contractor will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Contractor for Service and Repair furnished, City will pay the
amount due to Contractor, less City's damages, in accordance with the provision of § 5.
b.
If City's direct damages exceed amounts otherwise due to Contractor, Contractor must pay
the difference to City immediately upon demand; however, Contractor will not be subject to
consequential damages of more than $1,000,000 or the amount of this Agreement, whichever
is greater.
7.
Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.
8.
Insurance.
8.1
Requirements. Contractor must obtain and maintain the following insurance ("Required Insurance"):
a.
Contractor and Sub-contractors. Contractor, and each Sub-contractor performing work or
providing materials related to this Agreement must procure and maintain the insurance
coverages described below (collectively referred to herein as the "Contractor's Policies"),
until each Party's obligations under this Agreement are completed.
5
10/05/2023
b.
General Liability.
(1)
Contractor must at all times relevant hereto carry a commercial general liability
policy with a combined single limit of at least $0 per occurrence and $0 annual
aggregate for each property damage and contractual property damage.
(2)
Sub-contactors must at all times relevant hereto carry a general commercial liability
policy with a combined single limit of at least $0 per occurrence.
(3)
This commercial general liability insurance must include independent contractors'
liability, contractual liability, broad form property coverage, XCU hazards if
requested by the City, and a separation of insurance provision.
(4)
These limits may be met through a combination of primary and excess liability
coverage.
c.
Auto. A business auto policy providing a liability limit of at least $0 per accident for
Contractor and $0 per accident for Sub-contractors and covering owned, non-owned and
hired automobiles.
d.
Workers' Compensation and Employer's Liability. A workers' compensation and employer's
liability policy providing at least the minimum benefits required by Arizona law.
e.
Notice of Changes. Contractor's Policies must provide for not less than 30 days' advance
written notice to City Representative of:
(1)
Cancellation or termination of Contractor or Sub-contractor's Policies;
(2)
Reduction of the coverage limits of any of Contractor or and Sub-contractor's
Policies; and
(3)
Any other material modification of Contractor or Sub-contractor's Policies related
to this Agreement.
f.
Certificates of Insurance.
(1)
Within 10 business days after the execution of the Agreement, Contractor must
deliver to City Representative certificates of insurance for each of Contractor and
Sub-contractor's Policies, which will confirm the existence or issuance of Contractor
and Sub-contractor's Policies in accordance with the provisions of this section, and
copies of the endorsements of Contractor and Sub-contractor's Policies in
accordance with the provisions of this section.
(2)
City is and will be under no obligation either to ascertain or confirm the existence
or issuance of Contractor and Sub-contractor's Policies, or to examine Contractor
and Sub-contractor’s Policies, or to inform Contractor or Sub-contractor in the
event that any coverage does not comply with the requirements of this section.
(3)
Contractor's failure to secure and maintain Contractor Policies and to assure Sub-
contractor policies as required will constitute a material default under the
Agreement.
g.
Other Contractors or Vendors.
(1)
Other contractors or vendors that may be contracted with in connection with the
Project must procure and maintain insurance coverage as is appropriate to their
particular contract.
(2)
This insurance coverage must comply with the requirements set forth above for
Contractor's Policies (e.g., the requirements pertaining to endorsements to name the
parties as additional insured parties and certificates of insurance).
6
10/05/2023
h.
Policies. Except with respect to workers' compensation and employer's liability coverages,
City must be named and properly endorsed as additional insureds on all liability policies
required by this section.
(1)
The coverage extended to additional insureds must be primary and must not
contribute with any insurance or self insurance policies or programs maintained by
the additional insureds.
(2)
All insurance policies obtained pursuant to this section must be with companies
legally authorized to do business in the State of Arizona and reasonably acceptable
to all parties.
8.2
Sub-contractors.
a.
Contractor must also cause its Sub-contractors to obtain and maintain the Required
Insurance.
b.
City may consider waiving these insurance requirements for a specific Sub-contractor if City
is satisfied the amounts required are not commercially available to the Sub-contractor and
the insurance the Sub-contractor does have is appropriate for the Sub-contractor's work
under this Agreement.
c.
Contractor and Sub-contractors must provide to the City proof of the Required Insurance
whenever requested.
8.3
Indemnification.
a.
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties"), for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense"; collectively, "Demands or Expenses") asserted by
a third-party (i.e. a person or entity other than City or Contractor) and that arises out of or
results from the breach of this Agreement by the Contractor or the Contractor’s negligent
actions, errors or omissions (including any Sub-contractor or other person or firm employed
by Contractor), whether sustained before or after completion of the Project.
b.
This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,
but in that event, Contractor shall be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Contractor or of any person or entity
for whom Contractor is responsible.
c.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
8.4
Insurance Provision Not Used. Department is purchasing bulk computing devices only, no
services on site.
9.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor warrants
their compliance and that of its subcontractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor or
subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Contractor and subcontractor warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
7
10/05/2023
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto
their respective properties to perform the random inspections and waiving their respective rights to keep such
papers and records confidential.
10.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
11.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during
the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
12.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.
13.
Notices.
13.1
A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a.
The Notice is in writing; and
b.
Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested); and
c.
Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:
(1)
Received on a business day, or before 5:00 p.m., at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service on or before 5:00 p.m.; or
(2)
As of the next business day after receipt, if received after 5:00 p.m.
d.
The burden of proof of the place and time of delivery is upon the Party giving the Notice;
and
e.
Digitalized signatures and copies of signatures will have the same effect as original signatures.
13.2
Representatives.
a.
Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
Gray Matter Systems, LLC
c/o Kristina Milashus
100 Global View Dr., Suite 200
Warrendale, PA 15086
b.
City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
8
10/05/2023
City of Glendale
c/o Julie Ossege
7070 W. Northern Ave.
Glendale, Arizona 85303
(623) 930-4118
With required copy to:
City Manager
City Attorney
City of Glendale
City of Glendale
5850 West Glendale Avenue
5850 West Glendale Avenue
Glendale, Arizona 85301
Glendale, Arizona 85301
c.
Concurrent Notices.
(1)
All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2)
A notice will not be deemed to have been received by City's representative until the
time that it has also been received by City Manager and City Attorney.
(3)
City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
d.
Changes. Contractor or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
14.
Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.
15.
Entire Agreement; Survival; Counterparts; Signatures.
15.1
Integration. This Agreement contains, except as stated below, the entire agreement between City
and Contractor and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.
a.
Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b.
Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
c.
The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.
15.2
Interpretation.
a.
The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.
b.
The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c.
The Agreement will be interpreted in accordance with the laws of the State of Arizona.
9
10/05/2023
15.3
Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.
15.4
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Any amendment may be subject to City Council approval. Electronic signature blocks
do not constitute execution.
15.5
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
15.6
Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
deemed reformed to conform to applicable law.
15.7
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
16.
Term.
16.1
Extensions. The term of this Agreement commences upon the effective date and continues for a one
(1)-year initial period. There are no extensions or renewals of this Agreement.
16.2
Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.
17.
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
18.
Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list
of SAVE members, click on the following link: http://www.mesaaz.gov/business/purchasing/save
19.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A
Project
Exhibit B
Compensation
(Signatures appear on the following page.)
EXHIBIT A
GRAY MATTER STYSTEMS, LLC
PROJECT
Purchase of (90) ninety thin manager ready computers to replace existing equipment purchased back in 2016 and are
no longer supported by the manufacturer. These computers are specifically designed to work in conjunction with
the City's software (ThinManager) for the Supervisory Control & Acquisition Data (SCADA) system. Gray Matter
Systems, LLC is the only authorized representative for Arista ThinManager ready computers. See attached sole
source letter.
August 16, 2023
City of Glendale, Arizona
Project: Arista AP-3500-E01-003 Thin Client
This letter is to confirm GrayMatter Systems is the sole authorized distributor for Arista Corporation in
the state of Arizona for the referenced project.
GrayMatter Systems is authorized to promote, sell, store, pack, handle and distribute AP-3500-E01-003
with the direct support and technical assistance of Arista Corporation.
Please feel free to contact us if you have any questions.
Best Regards,
Stewart Austin
Arista Corporation
48460 Lakeview Blvd.
Fremont, CA 94538
Office 510-226-1800 x170
Direct 858-488-3663
Industrial Computers: www.aristaipc.com
Professional Audio Video: www.aristaproav.com
EXHIBIT B
GRAY MATTER STYSTEMS, LLC
COMPENSATION
METHOD AND AMOUNT OF COMPENSATION
Gray Matter Systems, LLC will be compensated for the shipment of ninety computers per Attachment A and any
applicable sales tax.
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project must not exceed $75,000.
DETAILED PROJECT COMPENSATION
Gray Matter Systems, LLC will be compensated for ninety computers after equipment has been received by the City
and an invoice is submitted for payment.
Purchase Order must be received by 11/30 to
get discounted pricing.
A purchase order must be received in full for the total amount of the quote. In the event of a multi-year commitment, if Customer fails to pay the
total amount due during any year of the Term on the date(s) specified above, Gray Matter Systems, LLC will invoice Customer for the
remainder of the Aggregate Fees, and Customer acknowledges such amount must be paid to Gray Matter Systems, LLC within thirty (30) days
of the date of invoice. This is a non cancelable commitment.
Any software or support subscriptions (including multi year subscriptions) and / or custom orders for hardware or software are non cancelable,
refundable or returnable. Customer agrees to these terms and these terms will supersede any terms and conditions on customer's purchase
order or contract vehicle.
USD 66,705.00
Grand Total
USD 66,705.00
Total Price
kmilashus@graymattersystems.com
Email
Kristina Milashus
Prepared By
Shaun Judd
Opportunity Owner
Joe Greth
Contact Name
ATTN: ACCOUNTS PAYABLE
GLENDALE, AZ 85301
US
Bill To
9/6/2023
Created Date
CITY OF GLENDALE
Account Name
11/30/2023
Expiration Date
00010781
Quote Number
Please make purchase order out to and remit payment to:
Gray Matter Systems LLC
100 Global View Drive
Suite 200
Warrendale, PA 15086
*Please reference quote number on your purchase order
Send purchase orders to:
orders@graymattersystems.com
Fax: 412-202-5053
Gray Matter Systems LLC
100 Global View Drive
Suite 200
Warrendale, PA 15086
Line Item Description
Quantity
Sales Price
Total Price
AP-3500-E01-003: Intel J1900/E3845 CPU, 4GB DDR3, ThinManager Ready, Power Adaptor
90.00
USD 728.00
USD 65,520.00
Estimated shipping cost of (90) AP-3500-E01-003 via UPS Ground
1.00
USD 1,185.00
USD 1,185.00
TERMS AND CONDITIONS:
GMS Quotes do NOT include TAXES or FREIGHT charges. These applicable costs must be added to the
customer Purchase Order before the order will be processed.
Payment Terms: Net 30
F.O.B.: Destination
TERMS AND CONDITIONS
(Acceptance)
Acceptance of Purchaser’s order is expressly subject to Seller’s terms and conditions of sale, contained
herein, which shall take precedence over any other terms and conditions. No contrary, additional or
revised provisions or conditions shall be binding on the Seller unless accepted by an Officer of Seller in
writing. Should the terms and conditions contained herein differ in any way from the terms and conditions
of the Purchaser’s order, this acknowledgement shall be construed as a counteroffer and shall not be
effective as an acceptance of such order unless Purchaser assents to the terms and conditions contained
herein. The failure of Purchaser to object thereto in writing within ten (10) days from the date of receipt
hereof shall constitute assent thereto. The terms and conditions contained herein shall constitute the
complete and only agreement between Seller and Purchaser; it being intended by both parties that this
document sets forth the entire agreement between the parties hereto as to the purchase of goods and/or
services. All orders shall only become legally binding upon acceptance by Seller’s main office, located in
Warrendale, PA.
(Pricing)
The prices contained in this Proposal and Statement of Work shall be valid for thirty (30) days from the
date of receipt, or upon Seller’s prior notification of a price change to Purchaser, whichever occurs first.
The prices contained herein do not include any federal, state, county local or other taxes levied on
proposed goods and/or services, their use or sale, or on this agreement by any jurisdiction either within or
outside the United States. Such taxes, where seller is required by law to collect them, whether designated
as sales tax, gross receipts tax, occupation tax, etc., will be billed to the Purchaser based on the
governing law in effect at the time of delivery unless Purchaser furnishes Seller with a proper Tax
Exemption Certificate. Purchaser shall reimburse Seller for any state, county, or local taxes imposed,
assessed, billed or becoming due and payable with regard to any goods and/or services furnished on or
after the date said goods and/or services are located on Purchaser’s premises. The prices contained
herein do not include freight charges. Seller shall prepay transportation charges and Purchaser agrees to
reimburse Seller for such charges within thirty (30) days of Purchaser’s receipt of Seller’s invoice. All
freight, transportation and shipping charges shall be stated separately from other charges.
All deliveries shall be F.O.B. Seller’s facility. Seller will select a carrier to ship Purchaser’s order to
Purchaser’s specified destination, unless Purchaser indicates a
(Delivery)
specific carrier. Any goods, which Purchaser obtains from Seller to replace goods damaged or lost in
transit, will be sold to Purchaser at Seller’s standard prices in effect at the time of such replacement.
All shipping dates quoted by Seller are ARO (After Receipt of Order) by Seller and reflect shipping dates,
not delivery dates to Purchaser’s facility. Shipping dates are approximate and are based upon prompt
receipt by Seller of all necessary shipping information. Delays due to missing information such as product
specification sheets, or credit examination will be in addition to Seller’s quoted shipping times and may
impact the originally scheduled shipping date. Partial shipments may be made unless specifically
prohibited on Purchaser’s purchase order. If this contract calls for the shipment of goods in separate lots,
or if partial shipments are made as herein authorized, this contract shall be deemed an installation
contract within the meaning of the applicable law. Seller does not return Purchaser’s acknowledgements.
Any shipment date is an estimate. Under no circumstances shall seller have any liability whatsoever for
loss of use, or for any direct, incidental, or consequential damages resulting from delay, regardless of the
cause(s).
TERMS AND CONDITIONS
(Ownership of Creative Work)
Seller maintains and holds the exclusive copyright to any and all applications developed, transmitted
and/or delivered as part of this agreement. Seller grants to Purchaser, a limited, non-exclusive license to
use the application and related documentation in Purchaser’s facilities only. Purchaser shall obtain no title,
ownership nor any other rights in and to the application or related documentation, nor in or to any
algorithms, concepts, designs or ideas requested by or incorporated in the application or related
documentation. Purchaser agrees that it shall not; with exception for one (1) back up copy, reproduce,
copy or distribute the application or related documentation for any purpose without Seller’s written
consent.
(Payment Terms)
Unless otherwise agreed to by Seller in writing, all payments are due thirty (30) days from receipt of
invoice and due at Seller’s main office in Sewickley, PA. Purchaser agrees that Seller specifically retains a
security interest under the Uniform Commercial Code in all goods and proceeds thereof to secure
payment of all amounts due from Purchaser to Seller. Any payment not received when due are subject to
a one and one half percent (1.5%) finance charge per month on the unpaid balance. If the unpaid balance
is collected by or through an attorney at law or other licensed entity, Purchaser agrees to pay Seller for all
reasonable attorney’s fees and/or collection costs.
All purchases shall be subject to the terms and conditions contained herein. If at any time Purchaser fails
to submit timely payments, or Seller determines the financial condition of the Purchaser does not justify
the terms of payment established, Seller may, at Seller’s sole option, require full or partial payment in
advance or shall have the right to cancel any purchase order and shall be fully reimbursed for Seller’s
reasonable and proper cancellation charges. If an outstanding agreement for goods and/or services is
terminated for any reason, all outstanding invoices will become due immediately
(Warranties, Limitations of Damages and Remedies)
Purchaser must look solely to all manufacturer warranties for specific information regarding warranties.
Seller warranties all applications delivered to be free from defects in material and workmanship at the time
of shipment and/or delivery to Purchaser’s facility, and for a period of sixty (60) days from time of shipment
and/or delivery to Purchaser’s facility.
This warranty does not cover any goods and/or services which have been subject to misuse, accident,
abuse, neglect, improper installation (installed by other than Seller), storage, and improper maintenance.
Any alterations or repairs performed without express written consent of Seller will void the warranty.
Seller shall not be liable for any loss of use, or for any direct, incidental, or consequential damages due to
goods and/or services provided. All implied warranties and specifically the implied warranties of
merchantability and fitness for a particular purpose are expressly excluded and disclaimed.
The terms of this warranty shall constitute Purchaser’s sole and exclusive remedy and Seller’s sole and
exclusive liability with respect to this agreement. Seller shall have no further obligation or liability upon the
expiration of the warranty periods set forth above.
Seller’s liability to Purchaser (or that of Seller’s Agent/Representative) arising from the supplying of goods
and/or services, shall not in any case exceed the cost of the original purchase order.
Indemnification Purchaser shall indemnify and hold Seller, its parent corporations, subsidiaries, affiliates,
suppliers, manufacturers, subcontractors, officers, directors, employees, representatives and agents
harmless from any liability or damage whatsoever, including any court costs and attorney’s fees arising
from the use of any goods and/or services supplied by the Seller.
Unless otherwise noted, there is no right to return, exchange or cancel
Disputes
At the sole discretion of Seller, Seller may require any controversy, dispute or claim, of whatever kind,
arising out of or relating to this agreement be resolved by and in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, as from time to time amended and in effect. Any
litigation or arbitration arising out of this agreement shall be brought, maintained and administered in
Allegheny County, PA.
Should Seller be successful, in part or in whole, in prosecuting or defending any lawsuit or arbitration, then
Seller shall be entitled to fully recover its litigation or arbitration expenses, including attorney’s fees.
TERMS AND CONDITIONS Applicable Law
This agreement is made in and shall be governed by the laws of the Commonwealth of Pennsylvania,
without giving effect to the conflict of law provisions of the laws of the Commonwealth of Pennsylvania.
Failure to Fully Compensate
Should Purchaser fail to fully compensate Seller for any goods and/or services provided, Seller shall be
fully released from any obligations herein or otherwise.
Waiver
The waiver by Seller of any term, condition, or provision hereunder must be in writing and shall not be
construed to be a waiver of any other term, condition or provision hereof, nor shall such waiver be deemed
a waiver of a subsequent breach of the same term, condition or provision on this order or future orders.
Authority of Sellers Agents
No agent, employee, or representative of Seller has any authority to bind Seller or form a part of the basis
of this agreement unless the agent, employee, or representative of Seller is specifically included within this
agreement and accepted in writing by an officer of Seller.
Non-Solicit and Non-Hire
Purchaser agrees, for a period of one (1) year after conclusion of purchase, that purchaser shall not,
without the prior written consent, directly or indirectly solicit, hire, entice, or encourage any person
currently employed or who within six (6) months prior to the termination shall have been an employee or
consultant of GrayMatter, to leave his or her employment or consulting position with the GrayMatter, or
engage, or attempt or agree to engage, in any capacity, the services of any such person, or aid or assist
anyone else to do so.
Force Majeure
Notwithstanding any provision of this Agreement to the contrary, neither party shall have any liability to the
other for a temporary cessation of performance or delay in performance resulting from an event or
occurrence beyond its reasonable control, including acts of God, actions by governmental authority
(whether valid or invalid), pandemics, epidemics, flood, fire or other extreme weather conditions, national
emergency, strikes or other labor difficulties, explosions, war, civil unrest, sabotage, power failure,
equipment failure or any cause of like nature beyond its reasonable control; provided that nothing in this
Section is intended nor shall it be construed to relieve either party hereto of any obligation to pay money
hereunder or extend any time for payment hereunder.
This document contains proprietary and confidential information belonging to Gray Matter Systems, LLC.
Neither this document nor the information disclosed herein is to be reproduced or transferred, in part or in
whole, to other documents, or used or disclosed for any other purpose to any third parties.