Loading...
HomeMy Public PortalAboutFirst Communications ContractSALES AGREEMENT THIS SALES AGREEMENT (the "Agreement") is made this /1'6!) day of Vecpf4664; 20 l , between MOBILE COMMUNICATIONS OF NORTH FLORIDA, INC., d/b/a FIRST COMMUNICATIONS, whose address is 660 Lovejoy Road, Fort Walton Beach, Florida, 32548, hereinafter called "Seller", and CITY OF CRESTVIFW, whose address is 198 N Wilson Street, Crestview, Florida 32536, hereinafter called "Buyer". IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties agree as follows: 1. SALE OF GOODS The Seller will sell, transfer and deliver to the Buyer on or before the ,1D day of j1/4--i 201 7, the following goods (the "Goods): Motorola MOTOTRBO Radio System, which includes all equipment listed on the proposal submitted by Seller to Buyer, which is attached hereto as Exhibit "A". 2. PURCHASE PRICE The Buyer will accept the Goods and pay for the Goods with the sum of three hundred fifty-eight thousand six hundred ninety-eight and 70/100 ($358,698.70) USD, paid by check as required in Clause 4 of this Agreement. This price includes a trade-in allowance for the old equipment Buyer traded in. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in this Agreement, the amount of any present or future Page -1- sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities. 4. The Buyer will make payment for the goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer. In no event will Buyer pay for the Goods before they are delivered to the Buyer. 5. DELIVERY OF GOODS The Goods will be deemed received by the Buyer when delivered to the Buyer at 198 North Wilson Street, Crestview, Florida. The method of shipment will be within the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Buyer. 6. RISK OF LOSS The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been received by the Buyer. 7. WARRANTIES The Seller warrants that (1) the Seller is the legal owner of the Goods; (2) the Goods are free from all liens and encumbrances; (3) the Seller has the right to sell the Goods; and (4) the Seller will warrant and defend the title of the Goods against any and all claims and demands of all persons. 8. The Seller warrants that the Goods will be fit for the purpose for which such goods are ordinarily intended. Page -2- 9. The Seller warrants that the Goods are now free and at the time of delivery will be free from any security interest or other lien or encumbrance, except the security interest created in this Agreement, until the Seller is paid in full. 10. The Seller makes no warranty, and no warranty will be deemed to exist, that the Buyer holds the Goods free of the claim of any third person that may arise from patent or trademark infringement. 11. EXCEPT FOR THE ABOVE WARRANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED OR STATUTORY) IS MADE BY THE SELLER REGARDING THE GOODS. HOWEVER, AS AN AGENT FOR MOTOROLA, SELLER AGREES THAT MOTOROLA WILL PROVIDE A TWO YEAR WARRANTY ON THE EQUIPMENT AND THE PAPERWORK EVIDENCING THIS WARRANTY WILL BE DELIVERED TO BUYER WITH THE EQUIPMENT. 12. TITLE Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer. 13. SECURITY INTEREST The Seller retains a security interest in the Goods until paid in full. 14. INSPECTION Inspection will be made by the Buyer at the time and place of delivery. 15. CLAIMS The Buyer's failure to give notice of any claim within 10 days from the date of Page -3- delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods, except warranty claims. 16. EXCUSE FOR DELAY OR FAILURE TO PERFORM The Seller will not be liable in any way for any delay, non -delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer. 17. REMEDIES The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer. 18. CANCELLATION The Seller reserves the right to cancel this Agreement: a. if the Buyer fails to pay for any shipment when due; b. in the event of the Buyer's insolvency or bankruptcy; or c. if the Seller deems that its prospect of payment is impaired. 19. NOTICES Any notice to be given or document to be delivered to either the Seller of Buyer Page -4- pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3') consecutive business day next following the date of mailing if sent by prepaid registered mail: SELLER: Mobile Communications of North Florida, Inc. d/b/a First Communications 660 Lovejoy Road Fort Walton Beach, Florida 32548 BUYER: CITY OF CRESTVIEW 198 N Wilson Street Crestview, Florida 32536 20. MEDIATION If any dispute relating to this Agreement between the Seller and the Buyer is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue before a mediator. The decision of the mediator will not be binding on the parties. Any mediator must be a neutral party acceptable to both the Seller and the Buyer. The cost of any mediations will be shared equally by the parties. If the dispute is not resolved in the mediation, it shall be resolved by litigation in a state court of proper jurisdiction located in Okaloosa County, Florida. 21. GENERAL PROVISIONS Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 22. All representations and warranties of the Seller contained in this Agreement will Page -5- J survive the closing of this Agreement. 23. The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment. 24. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement. 25. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, including the Florida Uniform Commercial Code and the Seller and the Buyer hereby agree that the state courts in Okaloosa County, Florida will have jurisdiction of any legal matters arising out of this Agreement. 26. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Florida on the date of execution of this Agreement. 27. if any clause of this Agreement is held unconscionable by any court of competent isdiction, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect. 28. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns. 29. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. Page -6- 30. PUBLIC ACCESS MOBILE COMMUNICATIONS OF NORTH FLORIDA, INC., d/b/a FIRST COMMUNICATIONS, as Seller and Contractor, shall comply with the requirements of Florida's Public Records law. In accordance with Section 119.0701, Florida Statutes, Contractor shall: a. Keep and maintain public records that ordinarily and necessarily would be required by City of Crestview in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida's Public Law or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of this contract if Contractor does not transfer the records to the public agency; and d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Contractor or keep and maintain public records required by the public agency to perform the service. If Contractor transfers all public records to the public agency upon completion of the contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of this contract, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from public agency's custodian of public records, in a format that is compatible with the information technology systems of the City of Crestview. e If Contractor has questions regarding the application of Chapter 119, Florida Statutes, to Contractor duty to provide public records relating to this Agreement, Contractor shall contact the Custodian of Public Records at: City Clerk, City of Crestview 198 North Wilson Street P.O. Box 1209 Crestview, Florida 32536 (850) 682-1560 Extension 250 cityclerk@cityofcrestview.org Page -7- f. In the event the City of Crestview must initiate litigation against Contractor in order to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed against the City of Crestview because Contractor failed to provide access to public records responsive to a public record request, the City of Crestview shall be entitled to recover all costs, including but not limited to reasonable attorneys' fees, costs of suit, witness fees, and expert witness fees expended as part of said litigation and any subsequent appeals. 31. Time is of the essence in this Agreement. 32. The parties agree that this purchase by Buyer was made of the bid Motorola submitted to the Sheriff's Department of Broward County, Florida, which resulted in a contract between Motorola and the Sheriff's Office of Broward County, Florida. The prices Buyer is receiving under this Agreement are the same or lower than the prices submitted in the Motorola bid to the Sheriff's Office of Broward County. 33. This Agreement constitutes the entire agreement between the parties and there are no further items or revisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective perfoiniance of the Goods, but has relied upon its ovvn inspection and investigation of the subject matter. IN WITNESS WHEREOF, the parties have executed this Sales Agreement on this /44112 day of TICCifrIk_ v , 20 lit, . City Clerk CITY OF CRESTVIEW, BY: Page -8- DAVID CADLE Its Mayor (BUYER WITNESSES AS TO EXECUTION BY SELLER: SIGNAT 'Cr; Printed Name: SS SIGNATURE OF ESS Printed Name: (OWL V07.46414 Page -9- MOBILE COMMUNICATIONS OF NORTH FLORIDA, INC., d/b/a FIRST COMMUNICATIONS BY: Printed Name: 144 Its President (SELLER) © MOTOROLA Authorlcetl Two•Way Radio Dealer Amereelmesit A Eirsht mmunicatiorrs �s Vertex Standard Authorized Daolar W ue/er, Sodirtioni Sa/e, (me/ Service e 0 OAO ORIGINAL FIXED EQUIPMENT Site 1 4 SLR 5700 403-470M 1-50W 17 SLR 5700 Infrastructure Repair for 1 Year per repeater 4 MOTOTRBO LINKED CAPACITY PLUS (XPR RPTR) 4 XPR8300/SLR5700 DATA NETWRK INTRFACESVC 4 XPR8300/SLR5700 VOICE NETWRK INTRFACESVC 1 KIT 450-460MHZ 4 CH, DB4368 COMBINER, MILLED WINDOW FILTER, 8 CH RMC06 4 DB8922, 50 OHM BNC MALE TERMINATION FOR UNUSED PORTS i SDMOFR04RXCK, 4 CH RX CABLE KIT, SHORT DUAL RACK 1 SDMOFR04TXCK, 4 CH TX CABLE KIT, SHORT DUAL RACK 1 HP PROCURVE 2530-24 SWITCH 1 HP MSR2003 AC ROUTER US 1 SPD, SHIELDED RJ-45 JACK, SINGLE LINE GIGE PROTECTOR 1 RACK MOUNT GROUND BAR, 19 IN FOR TSJ AND WPH SERIES DATA SPDS 1 DBM0FR-43UM, 43U FRAME RACK W/GROUND STRAP Site 2 4 SLR 8000 BASE RADIO 4 ADD: UHF (400-470MHz) 100 POWER 12 SLR 8000 Infrastructul e Repair for 1 Year per repeater 2 i•i RIoltut,wv a I Lp6t�at lall�haacc Flork13 12 iory X511-576-"113 1-8I8I.868 -' 1 1 i FAX 85(1 ,75-95d5 "First to Respond" N rstcorrrttt.net IGuS pll.h 1i,�ltkearJ D.manni C,r) FI„rel., 1 2d,ti 550-7(,9-7170 1 11111.70-717I1 FAX XStt- 7w) I arI 6611 I nn \X'.,16r,1 Ilc.td, I Linda 121.18 850- 24 3-7621 1-8110-24 1-7621 FAN. Min 66.1 3182 InX Cnam,rrcc f' ,I. Dm( FII nrxa,llc.(..corgia i1792 229-228-11610 1-81111- 2'6416111 FrA,r 229-228.577s m MOTOROLA Authorized Two•Way Radio Dealer 11'.iv'' t vv.mmunicntions �.s Vertex Standard Aaeherfud Deafer ll''ifcle�, Solutions Sale+ and Service MOTOROLA 11> ORIOIhAL 4 4 4 1 4 1 1 1 1 1 1 1 4 1 MOTOTRBO LINKED CAPACITY PLUS (XPR RPTR) XPR8300/SLR5700 DATA NLTWRK INTRFACE SVC XPR8300/SLR5700 VOICE NETWRK INTRFACESVC KIT 450-460MH7 4 CH, DB4368 COMBINER, MILLED WINDOW FILTER, 8 CH RMC06 DB8922, 50 OHM BNC MALE TERMINATION SDMOFR04RXCK, 4 CH RX CABLE KIT, SHORT DUAL RACK SDMOFR04TXCK, 4 CH TX CABLE KIT, SHORT DUAL RACK HP PROCURVE 2530-24 SWITCH HP MSR2003 AC ROUTER US SPD, SHIELDED RJ-45 JACK, SINGLE LINE GIGE PROTECTOR RACK MOUNT GROUND BAR, 19 IN FOR TSJ AND WPH SERIES DATA SPDS DBM0FR-43UM, 43U FRAME RACK W/GROUND STRAP Smart PTT Console Positions Shipping and Assembly at CCSI FIXED EQUIPMENT SUBTOTAL $ 186,625.00 Broward Co. Contract Discount ($ 27,993.75) FIXED EQUIPMENT TOTAL $ 158,631.25 214 Bhmntstown 1ltpinvar Tallahac rc, Flnnda i2 iu4 8SO-5-6-7113 I.81111-K68-' I I i FAX K5n S7S 9S11 "First to Respond" :ru1rVirstco„ m.net Ions AILK It„ulrrird I'v,ama t try. Fkmda i140S K 50-769-' 1 71 1-800- 749-71'tl FAX K5u 769- I hhll Lnr,pn R.nd Iort V'tlum Beach, I Ionda i2S4K K511-24 3-7h_' 1 I-8110-1ti 4.7621 FAX K 5U hGd 5I K! 1118 hntnmrrcc P.rk Unu Thinn.rsvdk.Ccntgra it„t2 229-228-m111 1-1400-226-Oh I I 1 FAX 229-22K S-78 0 MOTOROLA Authorized Two -Way Radio Dealer /ins t 71f7ffunicAt701is "Ngqib Vertex Standard Autherltrd Oeol�r W irries.r SW17t/tint S,1/ei :nut Sertga SUBSCRIBER UNITS 167 AAH56RDN9RA1-XPR7550e Portables 66 AAM28QPN9RA1.-XPR5550e Mobiles 3 AAM28QPN9RAICS - XPR5550 Control Station 92 PMMN4025 - Speaker Mic w/ 3.5mm jack SUBSCRIBER SUBTOTAL $1,290.00 = $ 215,430.00 $1,105.00 - 5 72,930 00 $1,650.00 = $ 4,950.00 $ 90.00 = $ 8,280-00 $ 301,590.00 167 Motorola Trade -In Discount (Portables Only) 0125.00) ($ 20,875.00) 1 Broward Co. Contract Discount SUBSCRIBER TOTAL WORK ORDER MANAGEMENT (75 Units for year 1) ($6,500/yr thereafter) 1 Broward Co. Contract Discount WORK ORDER TOTAL r}q E}k�rtl,ta.>wa H�111..11 LII.Ilnnce Rim& 12,1u0 H 511-57h-' I I { I-8110-86M-7 I I 1 IAX 10I-i75-9545 "First to Respond" 11•t['u frrstcomm.net Ito`, 11d1 K N nJc1 rrd I'au�ula l my, FII ndl 12dn; H50-7hy--171) I-M ill l-749.717U rAX 8511-76') 11`19 r.l,u f l.ri X0111.0 ficadr n..rith 1 25,1H 8511-21.1-7r121 I -NM -21 $-7021 FAX 8511.66,1 i182 ($ 45,238.50) $ 235,476.00 $10,500.00 ($ 1,575.00) $ 8,925.00 IuR hlit Drnr rhuinaWllle.l,enrGla 117')2 219-12M-11r.1I1 1 •HI IUr:26.116111 fAX 229 228-5-'8 aMOTOROLA Authorized Two -Way Radio Dealer 4,04,M711M711CatOlTS 4►•s Vertex Standard Authorized Dealer IV/re/el, iolutrom Salo and Service MOTOROLA ORIGINAL SYSTEM SUBTOTAL $ 403,032.25 Preferred Customer Discount ($ 44,333.55) SYSTEM TOTAL $ 358,698.70 2 i4 141.,unl,tuwn f ly_hrvn 1 all thaccee. (landa 12304 850-5''6-' 1 1 i 1-80u-868-'114 1A\ 1i5n 575 95q; "First to Respond" wiew.ftrstcomm.reet IG115 AI Lk 14..11evar(l Ihu.uuaCity, 11nt1da i2glli X511-7(19-71 7n I-KII(I-749-71 70 fAX X5❑ 7r,') I i99 tabu La, (py R"ad Fon %1','dnm Brach, Honda 1254X 1550-2•1i 7621 I-K1111-21 i--n21 rA\Kili-6(rl i1)4' IIIH ( otlunuct Rath Den( 1111nnlc,dl( (.wrap' 31792 229-2211-IIn la) I-goo-216-0h o FA\ 229-22K 5-7\ MOTOROLA a,� 'r