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Contract 2020-056A#2020-56-A :JM \TION S. Swim SOWOONS. We have prepared a quote for you CPD - BodyWorn + Rocket Bundle - Incentive Pricing - 2020-8-10 Quote # 044615 Version 4 Prepared for: Clermont (FL) Police Department John Graczyk jgraczyk@clermontfl.org 4*1 Products ci PILEUM CORPORATION Sry Prmr.Au.f& �'Rtt EY,ur SML'IMW.. Item Description Price Qty Ext. Price BodyWorn and Communications (Rocket) BWC-1-1-4001 HD Body Camera, $200 Uniform Allotment, BlueTooth, Holster $2,300.00 60 $138,000.00 Sensors, Rocket In -Car Router and Locker, Vehicle Triggers, Range Boosting Antenna, Installation, Training BWC-S-4005 5YR - Unlimited Pro Plan BodyWorn and Communications - AVaiLWeb $6,000.00 60 $360,000.00 and SmartRedaction SaaS, Training and Configuration, Warranty and Technical Support with Unlimited Video Storage and Download CRED-BWC-H- Credit for Equipment for 5 Year Incentive Pricing ($1,000.00) 60 ($60,000.00) 4001 Additional Equipment RIOT-SWP-2001 Yard SmartWay Point - Yard router for high speed video/media $2,500.00 1 $2,500.00 upload Subtotal: $440,500.00 Quote #044615 v4 Page 2 of 9 PILEUM A& CORPORATION ®r Quote #044615 v4 r Page 3 of 9 i.40 East Capitai St., Suite 175 Jaricsan, M5 39Zt31 ,�^ www.pileum,rvrrs 1 {888j 974-5385PILEUM •' •' • CPD - BodyWorn + Rocket Bundle - Incentive Pricing - 2020-8-10 Prepared by: Pileum Corporation Sonny Beneke 601-863-0307 Fax 601-510-9718 sonnybeneke@pileum.com Payment Schedule Prepared for: Clermont (FL) Police Department 3600 S Hwy 27 Clermont, FL 34711 John Graczyk jgraczyk@ciermontfl.org (352)536-8408 Quote Information: Quote M 044615 Version: 4 Delivery Date: 08/13/2020 Expiration Date: 08/31/2020 Description Amount Year 1- 50% of Total Project $220,250.00 Year 2 - 12.5% of Total Project $55,062.50 Year 3 -12.5% of Total Project $55,062.50 Year 4 -12.5% of Total Project $55,062.50 Year 5 -12.5% of Total Project $55,062.50 Total: $440,500.00 Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. Signature 4uqusf S Date Quote #044615 v4 OW Rage 4 of 9 - s PI LEUM CORPORATION `A Pileum - Payment Terms . Year 1— 50% due upon delivery of hardware, 40% due upon completion of deployment and training, and 10% due upon final acceptance. e Year 2 — 5 — Full amount due upon mutually agreed upon anniversary date. . 5 Year Deal eligible for body camera hardware refresh after 37 months. . Qty. 6 Retrofits of Standard Uniforms will be allowed per BWC purchased on a Multi -Year Contract. . Once order has been submitted and processed by Pileum Corporation, a restocking fee may apply if customer decides to cancel the order. Please note that this document is a sales quotation and not an invoice. An invoice will be sent upon delivery of items and/or services ordered. Payment is due upon receipt of invoice. A 1% per month interest charge begins at 30 days. Signature: Printed Name:. GoO Title: +M ayc�,r Date: Plfugl's ac)a-o Quote #044615 0 Page 5 of 9 n 1✓ � P I LEUM i CORPORATION Pileum - New Terms and Conditions Terms and Conditions for BodyWorn T-L CONTRACT This Sales Contract (hereinafter Agreement) is entered into by and among Pileum Corporation (hereinafter SELLER), Utility Associates Inc. (hereinafter MANUFACTURER) and Clermont Police Department (hereinafter BUYER). The Terms and Conditions and order information set forth in this document or incorporated by reference and any modification made pursuant to it shall constitute the complete and exclusive written expression of the terms and conditions of the agreement between the parties, and supersedes all prior or contemporaneous proposals (oral or written), understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating to the subject matter of this contract. The terms and conditions of this Agreement as set out herein may not in any way be explained or supplemented by a prior or existing course of dealings between the parties by any usage of trade or custom, or by any prior performance between the parties pursuant to this contract or otherwise and may not be modified in any way by any subsequent orders, proposals, acknowledgments, or other communications which relate to said order, unless specifically agreed in writing by BUYER, SELLER and MANUFACTURER. Neither SELLER nor MANUFACTURER is responsible for typographical errors made in any of its publications, or for stenographic or clerical errors made in preparation of quotations, acknowledgments, or specifications. All such errors are subject to correction. All prices are based on the quantity and delivery shown on the quotation or acknowledgment. T 2. LIMITED WARRANTY Products sold by SELLER pursuant to this Agreement have been manufactured by MANUFACTURER and accordingly are warranted by MANUFACTURER at time of shipment to be free from defects in material and workmanship under normal use and service. This warranty is only applicable to any of MANUFACTURER'sproducts which BUYER returns to MANUFACTURER within one (1) year from the date of initial delivery, and which MANUFACTURER determines to be defective within the terms of this warranty. Products are warranted by MANUFACTURER at time of shipment to be free from defects in material and workmanship under normal use and service. MANUFACTURER'S obligations, with respect to such applicable warranty returns, are limited to repair, replacement, or refund of the purchase price actually paid forthe product, at MANUFACTURER'ssole option. MANUFACTURER shall bear round-trip shipment costs of defective Items found to be covered by this warranty. Defective Products or parts thereof may be replaced with either new, factory refurbished, or remanufactured parts. Defective parts, which have been replaced, shall become the MANUFACT URER's property. This warranty does not extend to any MANUFACTURERproduct which has been subjected to misuse, neglect, accident, improper installation, or a use for purposes not included or not in accordance with operational maintenance procedures and instructions furnished by MANUFACTURER, or which has been repaired or altered by BUYER or persons other than MANUFACTURER or which has been damaged by secondary causes, including but not limited to, improper voltages, adverse environment conditions, improper signals, or products which have had their serial number or any part thereof altered, defaced, or removed. MANUFACTURER liability does not cover normal wear and tear or deterioration. THE FOREGOING WARRANTYIS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WRITTEN, EXPRESS, IMPLIED OR STATUTORYWARRANTIES. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULARPURPOSE AND MERCHANTABILITY AND DESIGN WARRANTIES ARE SPECIFICALLYEXCLUDED AND SHALL NOT APPLY. T-3. LIMITATIONOF LIABILITY IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFIT OR REVENUE, INSTALLATIONOR REMOVALCOSTS OR COSTS OF SUBSTITUTE PRODUCTS. BUYER AGREES THATANY BASIS FOR IMPOSING ANY LIABILITY ON SELLER FOR PROPERTYDAMAGE, PERSONAL INJURY,ORDEATH,ORLEGAL EXPENSES RELATINGTO THE SALE OR USE OF SELLER'S PRODUCTS SHALL BE VOID AND UNENFORCEABLE TO THE EXTENT NOT PROHIBITED BY LAW.TIiE TOTALLIABILITY OF SELLER ON ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING Initials: r Quote #044615 v4 Page 6 of 9 PILEUM CORPORATION �$: Sneer Fnw�. Su.u'Rnn-as.Suul bmrnnva A OUT OF, CONNECTED WITH OR RESULTING FROM THE MANUFACTURE, SALE, DELIVERY,RESALE, REPAIR, REPLACEMENT OR USE OF ANY PRODUCT WILL NOT EXCEED THE PRICE PAIDFOR THE PRODUCT OR PART THEREOF WHICH GIVES RISE TO THE CLAIM. BUYER AGREES TO HOLD SELLER HARMLESS FROM ALL LIABILITIES AND CLAIMS ARISING FROM USE OF SELLER'S PRODUCT. T4. DELIVERY The shipment date set out herein is SELLER's best estimate of the time material will be shipped from MANUFACTURER, and neither SELLER nor MANUFACTURER assumes any liability for loss, damage, or consequential damages due to delays for any reason. In no way shall SELLER be bound to a firm shipment or delivery date, regardless of the wording in the BUYER's order, except if expressly agreed to in writing by SELLER. T-S. SHIPMENTS All shipments are F.O.B. MANUFACTURER's warehouse. SELLER assumes no liability for loss, delay, breakage, or damage after delivering packaged products in good order to the carrier. All risks of loss transfer to the BUYER upon delivery of the goods to the carrier at the F.O.B. point. All transportation and shipment costs are the sole liability of the BUYER. T-6. ACCEPTANCE Final acceptance or rejection of the goods to the contractual requirements shall be at MANUFACTURER'swarehouse in accordance with MANUFACTURER's standard acceptance procedure within thirty (30) days after written notice to BUYER of acceptance test schedule. Title shall pass to the BUYER upon acceptance of each line item at MANUFACTURER'swarehouse. Upon acceptance of each unit of goods, BUYER waives any right to revoke such acceptance for any reason, whether known or unknown to BUYER at the time of acceptance. BUYER's sole and exclusive remedy regarding any defect or nonconformance becoming apparent in the goods after such acceptance shall be as set out in Clause T 2 hereof entitled WARRANTY. T-7. FORCE MAJEURE In no event shall SELLER or MANUFACTURERbe liable for any losses or damages (including incidental or consequential damages), delays or defaults occasioned by: (1) acts of God or of a public enemy, (2) acts of the United States or any state or political subdivision thereof (3) fires, floods, explosions or other catastrophes, (4) epidemics and quarantine restrictions, (5) strikes, slowdowns or labor stoppages of any kind, (6) freight embargoes, (7) unusually severe weather (8) delays of a supplier, or (9) causes beyond the control of SELLER or MANUFACTURER. T-8. TERMINATION In the event of termination of all or any part of the order by BUYER or SELLER prior to completion of performance hereunder, SELLER shall be entitled to the amount owed as of the date of termination, which is calculated based on the total project value less the pro -rated amount to be refunded. The amount refunded is calculated as a percentage of time remaining on the original contract. T9. PATENTS,TRADEMARKS, AND COPYRIGHTS None of the MANUFACTURER's patent, trademark, copyright, or trade secret rights is transferred to BUYER other than the right to use products manufactured by MANUFACTURERand supplied by Seller in the normal course of its business. Initials: Quote #044615 v4 '' Page 7 of 9 ►,$ PILEUM CORPORATION J „A r�' T-10. BUYER'S DATA BUYER agrees that all data finnished in conjunction with its order together with any information furnished orally shall be free from proprietary or confidentiality restriction except as otherwise agreed in writing by SELLER. T-11. PRICE, QUANTITY AND TAXES The prices and quantities set out herein represent the quantity information contained in BUYER's order to SELLER, and SELLER's agreed -to -price therefore, and shall be controlling. In case of dispute, both parties shall in good faith seek to reach agreement in accord with the original agreed -to -order. BUYER agrees to pay all applicable federal, state and local revenue, excise, sales, use or similar taxes. BUYER, at SELLER's discretion, shall provide SELLER with a suitable tax-exempt certificate acceptable to the taxing authorities. T-12. CHANGES Any changes by BUYER relating to the work to be performed, method of shipment or packing, schedule, or place of delivery must be made by written order to SELLER. If such changes cause an increase or decrease in the cost of performance or in the time required for performance, SELLER shall be entitled to an equitable adjustment and the contract shall be modified accordingly prior to implementation of the change. T-13. TERMS OF PAYMENT Payment is due thirty (30) days from the date of shipment, contingent upon credit approval, unless otherwise specified on the invoice. Each shipment shall be considered a separate and independent transaction and therefore payment shall be made accordingly without any setoff. If shipments are delayed by or at the request of BUYER, Amounts outstanding and unpaid beyond the time specified in these terms may, at the sole discretion of the SELLER, accrue interest at 1.5% per month for the duration of the unpaid balance. Orders for custom or special products and/or services are irrevocable and may require advance payment. Failure of BUYER to make payments shall be grounds for SELLER to delay shipment, place the BUYER on Credit Hold or terminate the contract in whole or in part. T-14. LETTER OF CREDIT SELLER shall not be obligated to provide a letter of credit or other form of contract guarantee for payments received prior to final delivery. T-15. ASSIGNMENT Neither this contract nor any interest herein may be assigned by BUYER, either voluntarily or by operation of law without the prior written consent of SELLER. No consent shall be deemed to relieve BUYER of its obligations to fully comply with the requirements hereof. SELLER may, without BUYER's consent, assign any monies due or to become due hereunder. T-16. JURISDICTION This contract shall be governed by and construed according to the Laws of the State of Georgia, and exclusive jurisdiction and venue shall lie in the courts of the State of Georgia. T-17. MERCHANDISE AND CLAIM TERMS Orders cancelled by BUYER will be subject to a cancellation charge not to exceed 20% of the value of the cancelled order, at SELLER's discretion. Initials: Quote #044615 v4 Page 8 of 9 190 East Capita! 5t., SuitB 175 Jackson, M5392�1 www.pile�sm.uam 1 {888j 974 5386PILEUM COUORATION T-18. RETURNED GOODS No merchandise will be accepted for return without written authorization. All returns must be unused, undamaged, in the original factory carton, and accompanied by a "Return Material Authorization" (RMA) number and a copy of the SELLER invoice. Restocking charges apply to returned goods depending upon the circumstances of return and condition ofproduct. All returned goods must be shipped prepaid, insured, and properly packed and the RMA number must be referenced on all correspondence and must be visible on the exterior of the carton. T-19. GENERAL MANUFACTURERreserves the right to make changes in design, at any time, without incurring any obligations to provide same on units previously purchased or to continue to supply obsolete units or parts. The invalidity in whole or in part of any provision of this Agreement shall not affect the validity of other provisions. The failure of either party to insist, in any one or more instances, upon the performance of any term or terms of this order shall not be construed as a waiver or relinquishment of that parry's right to such performance or to future performance of such a term or terms, and the other parry's obligation in respect hereto shall continue in full force and effect. SELLER specifically rejects and objects to BUYER issuance of any unilateral order not in full compliance and agreement with these SELLER Terms and Conditions of Sale, except if expressly agreed to in writing by SELLER. Signature: y i ael— Printed Name: (2—a 1 L_ I� Title: 1((��� �gL or Date: (- ► l k;�tom+ 2S . Quote #044615 v4 Page 9 of 9