23-PD31 Sales Agreement Rifle Plate Draft - 2023 (002).pdf

CITY OF SUN PRAIRIE

SALES AGREEMENT

Contract #: 23-PD31

Title: Ballistic Plates for Officers

Department: Sun Prairie Police Department

SALES AGREEMENT

This Sales Agreement (the “Agreement”) is entered into * (the “Effective Date”), by and between the City of Sun Prairie, located in Dane County, Wisconsin (the “Buyer”) and Click or tap here to enter text., of Click or tap here to enter text., Click or tap here to enter text. (the “Seller”), collectively

“the Parties.”

BACKGROUND:

Seller is the manufacturer/distributor of the following product(s):

External ballistic plates to be used in conjunction with soft body armor that provides, multi-curve

Level IV or Special (Rifle) rated protection from a minimum of M193 (5.56), M80 (7.62) rounds. The ballistic plates can be worn either with an existing external soft armor carrier or with a stand-alone carrier to be donned over existing internal soft armor. The specs provided in the posted require the plates to include available sizes of 8” x 10” and 10” x 12” and can not be any heavier than 2.5lbs for the 8” x10” panel or

3.6 pounds for the 10” x 12” panel.

and

Buyer wishes to purchase the afore-mentioned product(s).

THEREFORE, the Parties agree as follows:

1. Sale of Goods. Seller agrees to sell, and Buyer agrees to purchase the following items in the following quantities and at the prices (the “Goods”).

Sixty (60) sets of ballistic panels to be used in conjunction with soft armor for a total of $_____.

2. Delivery. Seller shall deliver the Goods to Buyer on or before Wednesday, November 1, 2023 to the following address: 300 East Main Street, Sun Prairie WI 53590. The Goods shall be deemed delivered when Buyer has accepted delivery at the above-referenced location.

Buyer will pay for shipping costs up to $0.00.

3. Purchase Price & Payments. Seller will provide an invoice to Buyer at the time of delivery.

Payment for the Goods is due within thirty (30) days of the date of Seller’s invoice, which date will not be before the date of Seller’s delivery of the Goods.

4. Inspection of Goods & Rejection. Buyer is entitled to inspect the Goods upon delivery. If the Goods are unacceptable for any reason, Buyer must reject them at the time of delivery up to five (5) business days from the date of delivery. If Buyer has not rejected the Goods within five (5) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery of Goods.

In the event Buyer rejects the Goods, Buyer shall allow Seller a reasonable time to cure the deficiency. A reasonable time period shall be determined by industry standards for the particular Goods, as well as the Seller and Buyer.

5. Risk of Loss. Risk of loss will be on the Seller until the time when the Buyer accepts delivery. Seller shall maintain any and all necessary insurance in order to insure the Goods against loss at Seller’s own expense.

6. Title. Title to the Goods will remain with the Seller until Buyer accepts delivery.

7. Excuse for Delay or Failure to Perform. Seller will not be liable to Buyer for any delay, non-delivery or default of this Agreement due to labor disputes, transportation shortage, delay or shortage of materials to produce the Goods, fires, accidents, Acts of God, or any other causes outside of Seller’s control. Seller shall notify Buyer immediately upon realization that it will not be able to deliver the Goods as promised. Either Party may terminate this Agreement upon such notice.

8. Termination. Buyer reserves the right to cancel any portion of this agreement affected by a default of Seller or any insolvency or suspension of Seller’s operations or any petition filed or proceeding commenced by or against Seller under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.

9. Warranties. The goods are sold ‘as is’. Seller expressly disclaims all warranties, whether express or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose.

10. Limitation of Liability. under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach.

11. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the

Agreement and all other provisions should continue in full force and effect as valid and enforceable.

12. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

13. Remedies and Legal Fees. In the event of a dispute, Buyer’s sole remedy 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 Goods with respect to which losses or damages are claimed, plus any shipping costs paid by Buyer. In the event such dispute results in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

14. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the

United States. The Parties each represent that they have the authority to enter into this

Agreement.

15. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the

Parties do business in different States and/or Countries, this Agreement shall be governed by _____Wisconsin____ law.

16. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

IN WITNESS WHEREOF, the parties hereto have set their hands at Sun Prairie, Wisconsin.

CITY OF SUN PRAIRIE

a municipal government

By:_________________________________

Paul Esser, Mayor

Date: _______________________________

By: ________________________________

Elena Hilby, City Clerk

Approved as to Form:

Stafford & Rosenbaum, LLP

Matthew P. Dregne, City Attorney

Kristin Vander Kooi, City Treasurer

CONTRACTOR

(Name of Contracting Entity)

(Signature)

(Print Name and Title of Person Signing)

(Signature)

(Print Name and Title of Person Signing)

Date: __________________________