CITY WATCH SALES AGREEMENT - COMMUNITY MESSAGING SYSTEM
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CityWatch
Sales Agreement
This Agreement is made on (date) ~ I 3, /997 between AVTEX, Inc.
(herein "Seller") a Minnesota Corporation with if's principle office located at 5265 Edina Industrial
Boulevard in Edina, Minnesota. 55439, and the City of Clearwater Florida (herein "Buyer") located at
645 Pierce Street in Clearwater, Florida 33756.
A. In accordance with the terms and conditions of this Agreement, Seller agrees to sell and Buyer
agrees to buy the equipment and services (herein "system") as set forth for a Community Messaging
System.
The purchase price (excluding all applicable taxes) is Thirty Two Thousand Nine Hundred Dollars
($ 32,900.00) which the buyer agrees to pay to Seller in the following manner;
within 30 days receipt of invoice from AVTEX, Inc.
B. The location at which the System will be installed is:
City of Cleanvater Florida
645 Pierce Street
Cleanvater, Florida. 33756
The estimated installation date is:
within 90 days of purchase
C. THE ADDITIONAL TER1\fS AND CONDITIONS ACCOMPANYING THIS PAGE
CONSTITUTES AN INTEGRAL PART OF TIDS AGREEMENT.
Buyer's RFP #185-97 and Seller's Proposal Response are incorporated
herein by reference, and made a part of this Agreement.
IN 'WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives.
BUYER: CITY OF CLEARWATER, FLORIDA
By:
Michael J. Roberto, City Manager
ATTEST:
~
INC.
APPROVED AS TO FORM:
C7 <:-----=:>
John Carassas, Assistant City Attorney
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Terms & Conditions
D. Training
Seller shall provide (1) user training sessions at no additional charge. User
training include 2 days of on-site instruction on the use of the System hardware and
software features.
E. Limited Warranty
Seller provides a limited warranty that the System will be free from defects in
material and workmanship for a period of 1 year from the date of Installation. If
a component fails during this period and such failure is caused by a defect in
material and/or workmanship, then Seller shall, at it's option, repair or replace the
failed component. This Warranty shall become void if the System is altered, repaired
or moved by anyone other than Seller, its employees, or agents. This Warranty does not
cover damage to the System caused by; mishandling, abuse, improper storage or
operation, accident or disaster, acts of God such as fire and water damage. No other
Warranties expressed, implied, or statutory are made and all such warranties are
hereby disclaimed. Without limitation to the previous, Seller expressly disclaims the
implied warranty of fitness for a particular use, other than as stated in this
Agreement.
Seller does not warrant that operation of the System will be uninterrupted or error
free. Further, although Seller's System is designed to be reasonably secure from
unauthorized intrusions, they are not invulnerable to fraud or 'hacking'. Therefore
Seller makes no express or implied warranty against such fraud or 'hacking'.
Under no circumstance shall Seller be deemed liable for consequential, incidental or
special damages or commercial loss resulting from the Buyers purchase, use, operation,
or installation of the System.
F. Installation Date
The term "Installation Date" means the first business day on which the System is
operational. Minor variances in performance of the System which do not materially or
adversely affect the operation of the system do not apply.
G. Software License Grant
Buyer is hereby granted a limited, non-exclusive and non-transferable license to use
the System Software and any optional applications software that is a part of this
Agreement, Solely for Buyer's own business lIse and only on the System(s) for which the
Software is first provided and installed. The license shall in no way entitle Buyer
to claim any ownership interest or other proprietary right in the Software. Buyer may
not make copies of the Software( except for backup purposes) nor use the Software for
the purpose of reverse engineering or decompiling the Software. Title to the software
shall remain vested in Seller.
H. Grant of Security Interest
Buyer shall acquire title to the System upon payment in full to Seller of the Purchase
Price plus all applicable taxes. As long as any part of the Purchase Price remains
outstanding, title to the System shall remain with Seller, and Seller shall retain a
security interest in the System until all amounts due are paid in full. Buyershall
execute any documents which are necessary to perfect Seller's interest in the System,
including but not limited to a UCCl form.
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1. Financing Option
In the event Buyer obtains third party financing for the System, all deposit Monies
paid to Seller shall be refunded to Buyer upon payment in full from the third party
financing source. Buyer agrees that the installation ofthe System shall be delayed
if Buyer specifies in writing that it intends to utilize a third party financing source and
Buyer has not obtained a firm commitment from third party source within ten
(10) days prior to the System Installation Date.
J. Representation of Buyer
Buyer warrants and represents that Buyer has the corporate or other necessary power
and authority to make and/or perform this Agreement and that the making and
performance of this Agreement by Buyer has been duly authorized by all necessary
corporate or other action and will not violate any provision of law of Buyer's
Articles ofIncorporation or Bylaws.
K. Default
In the event either party materially breaches any provision of this Agreement,
including any payment obligations, such party shall be deemed in default if such
party does not cure any such material breach within thirty (30) days after receiving
notice from the other party. In the event of Default, the non-defaulting party shall
have the option to terminate this Agreement and shall have all the rights and remedies
available under the Uniform Commercial Code, as well as the rights and remedies under
applicable laws in equity.
L. Taxes
All taxes levied or based on price shall be added to the Purchase Price for the System
and paid by Buyer.
M. Force Majeure
The obligations of Seller hereunder shall be suspended to the extent and for the
period of time that it is hindered or prevented from performing because of acts of
God, fires, storms, water, unreasonable delays in transportation, governmental action,
or any other cause beyond Seller's reasonable control.
N. Assignment
Either party may assign its rights under this Agreement upon receiving written consent
of the other party which consent shall not be unreasonably withheld or delayed. Seller
may delegate its obligation with respect to the installation and warranty maintenance
of the System.
O. Entire Agreement
This Agreement supersedes all proposals and negotiations between Seller and Buyer, and
no representation or statement not expressed herein, or attached to, shall be binding
on either party. This agreement may only be changed by an instrument in writing,
signed by both parties, and shall be governed by the laws of the State of Minnesota.
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