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Agr Law Enforcement CenterVRLUmLINE SALES PROPOSAL THIS PROPOSAL PREPARED FOR: "The Telephone Company" P.O. Box 972 • Emporia, KS 66801 316-343-7071 • 1-800-279-7071 Saline County Law Enforcement Center March 9, 1995 PROPOSED: One Toshiba Strata DK 280 Digital Key Telephone System CAPACITY: CO Lines Digital Stations Single Line Stations Equipped Wired 33 36 131 160 ? 8 EQUIPMENT: (Included in this Proposal) 1 Toshiba DK 280 Main Control Cabinet w/CDProcessor 4 Toshiba DK 280 Expansion Cabinets 8 Toshiba 10 Button Digital Basic Phones 40 Toshiba 10 Button Digital Speakerphones w/LCD 75 Toshiba 20 Button Speakerphones w/LCD 8 Toshiba 60 Button DSS Consoles 4 Toshiba 20 Button Add -On Modules 7 Single Line Analog 2500 Series Phones Central Office Line Cards for up to 36 CO Lines Station Cards for up to 160 Digital Stations Station Cards for up to 8 Single Stations Battery Backup w/Batteries 1 Toshiba PIOU Option Interface Card 1 Toshiba IMDU Remote Maintenance & Modem Subassembly 1 Toshiba DPFT Power Fail Transfer for 8 CO Lines 3 Toshiba Installation & Maintenance Manuals All Hardware, Cable and Labor to Install Training for all Station Users INVESTMENT: $56,838.00 This Quote Valid for 60 Days TERMS: 25% With Signing of Contract and Balance at Installation of System (On Outright Purchase) WARRANTY: All Parts and Labor 1 Year Thank you for Accepted By: Valu -Line _ Date: VRLU=LINE SALES PROPOSAL THIS PROPOSAL PREPARED FOR: "The Telephone Company" P.O. Box 972 • Emporia, KS 66801 316-343-7071. 1-800-279-7071 Saline County Law Enforcement Center March 9, 1995 PROPOSED: One Toshiba Stratagy 24 Voice Processing System CAPACITY: Equipped Capacity Voice Ports 8 24 Hours of Storage 20 33 EQUIPMENT: (Included in this Proposal) 1 Toshiba Stratagy 24 Voice Processing System 8 Ports of Voice Access 20 Hours of Storage Capacity Remote Maintenance Modem 1 Fax Modem 1 Toshiba RSTU Single Line Interface Card 3 Toshiba Installation & Maintenance Manuals Battery Backup All Hardware, Cable and Labor to Install Training for all Station Users INVESTMENT: $10,565.00 This Quote Valid for 60 Days TERMS: 25% With Signing of Contract and Balance at Installation of System (On Outright Purchase) WARRANTY: All Parts and Labor 1 Year Thank you for your titne and dkqation. Accepted By: _ Date: 0' Valu -Line Representative:,r1'���% VALU-LINE OF KANSAS, INC. 720 Commercial / Emporia, KS 66801 / (316) 343-7071 SALES AGREEMENT THIS SALES AGREEMENT is made between Valu -Line of Kansas, Inc., a Kansas Corporation with its principal office at 720 Commercial. Emporia. Kansas and hereinafter called "Customer" In consideration of the mutual agreements herein contained Valu -Line of Kansas, Inc. agrees to sell to Customer and Customer agrees to purchase from Valu -Line of Kansas, Inc. communications equipment in accordance with the following terms and conditions: 1. Valu -Line of Kansas, Inc. shall provide the equipment set forth in Schedule 1 attached hereto and made a part herein (hereinafter called the "Equipment"). 2. Valu -Line of Kansas, Inc. shall install the//7pquipment at: /� % J�17'. /e , /",,` / 'ell,, , 1"_'; , rte - //, — // / Z 7 'A Z- . Street Address - f City State 3. Valu -Line of Kansas, Inc. shall furnish all the necessary cable, wire, hardware, labor and other items for installation of this system. Customer agrees to obtain consent from his landlord, the Building Owner, or mortgagor or other third parties having an interest in the installation site to install the equipment and to assist Valu -Line of Kansas, Inc. in obtaining a Landlord's lien waiver, and any other necessary approvals and permits. 4. Customers shall assume risk of loss to the Equipment upon delivery of equipment to Customer's premises. Title to the Equipment shall pass to Customer upon payment in full of Purchase Price. y �, R 3 6 5. Customer shall purchase the Equipment for a Purchase Price of $ . The Purchase Price does not include any sales, use, excise, property or other taxes applicable to the use, delivery or installation of die Equipment or applicable to this agreement. Such amounts shall be added to the Purchase Price when the invoice for payment of the system is presented to the customer. Valu -Line of Kansas, Inc. shall assume responsibility for payment of the sales tax after it has been paid by customer to Valu -Line of Kansas, Inc.. Valu -Line of Kansas, Inc. shall not be required to com- mence the installation of the System until Customer's credits has been approved by an officer of Valu -Line of Kansas, Inc. at its principal office and a site review of Customer's premises has been made by Valu -Line of Kansas, Inc. technical personnel and Valu -Line of Kansas, Inc. shall have the right to terminate this Agreement, in its sole discretion, based upon its credit review and/or site review. The Purchase Price shall be paid as follows: CHE NE (a) Purchase (i) 25016 of the Purchase Price upon execution of this Agreement; and (ii) the balance on the Installation Completion Date; or (b) Lease - Purchase Valu -Line of Kansas, Inc. shall assist Customer in arranging for a third -party lease. The lease shall be for a term of months, with monthly payments of approximately $ per month and a purchase option of at the termination of the lease. Customer shall deposit the first and last months lease payments, with the execution of the Agreement. In the event Customer and Valu -Line of Kansas, Inc. shall be unable to arrange a lease, then Customer shall purchase the Equipment upon the purchase terms of sub -paragraph (a) above. 6. The terms and conditions set forth on the face and reverse side of this agreement are as much a part herein as if written above the signature of the parties. 7. Customer, having carefully read all provisions of this agreement, acknowledges receipt of a copy of this agreement and the schedules made a part hereof which are the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon all prior agreement and understandings being merged herein, and that there are no representations, warranties or stipulations, either oral or written, nor herein contained, no modification of this agreement may be made except by alike signed agreement. Until accepted and signed by an officer of Valu -Line of Kansas, Inc., this agreement shall not become effective and shall pot cottgtitute a binding contract. 8. TIME OF PERFORMANCE: !�/ 1 (a) The estimated Installation Completion Date will be Zlv / z (b) Valu -Line of Kansas, Inc. shall complete the installation services with Valu -Line of Kansas, Inc.'s standard telephone installation practices. Valu - Line of Kansas, Inc. shall perform its standard acceptance testing on the Installed Equipment and Customer agrees to monitor said testing. Upon successful completion thereof Valu -Line of Kansas, Inc. shall notify Customer that Equipment has been installed and operates. The date of such notification shall be the Installation Completion Date. (c) The Installation Completion date and any other performance by Valu -Line of Kansas, Inc. hereunder shall be subject to delays caused by an Act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel or power, governmental laws, regulations or orders, acts or inaction of the Customer, inability of Valu -Line of Kansas, Inc.'s subcontractors to perform, or any other cause beyond the reasonable control of Valu -Line of Kansas, Inc., or labor trouble, strike, lockout or injunction (whether or not such labor event is within the reasonable control of Valu -Line of Kansas, Inc.). The date(s) set forth herein and the times for performance of any other obligations hereunder will be extended accordingly for additional period(s) of time to cover such period(s) of delay. (d) Valu -Line of Kansas, Inc. shall use its best efforts to make timely delivery and installation. However, all stated delivery or installation dates are approximate and VALU-LINE OF KANSAS, INC. SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR DAMAGES, SPECIAL CONSEQUENTIAL, OR OTHERWISE, FOR DELAYS IN DELIVERY OR INSTALLATION. 9. WARRANTY: (a) Subject to the provisions of this paragraph and Valu -Line of Kansas, Inc.'s Warranty Service Policy, Valu -Line of Kansas, Inc. warrants for a period of one year from the Installation Completion Date, that as of the Installation Completion Date the Equipment will be free from defects in material and workmanship. If any defects covered by this Warranty appear within the above stated one year period, Valu -Line of Kansas, Inc. shall have the option of repairing or replacing the equipment at its expense. Such repair or replacement shall be Customer's exclusive remedy for breach of warranty or for negligence. IN WITNESS WHEREOF the parties have caused this agreement to be their respective heirs, estates, successors and assigns. Effective Date of Agreement: � T ",1,' By: ACCEPTED BY: A,y VALU-LINE OF KANSAS, INC. Groh Printing Form 7510 - Rev. 2.91 Continued on back properly executed intending that 't sh 1 b�Idinp,_upon them and G�vHCL t CUSTOMER: We (b) Valu -Line of Kansas, Inc. will not be obligated to repair or replace any item of equipment which has been repaired by others, abused or improper- ly handled, stored, altered or used with third party material or equipment which material or equipment is defective or of poor quality, and Valu - Line of Kansas, Inc. shall not be obligated to repair or replace Equipment which has not been installed by Valu -Line of Kansas, Inc.. (c) VALU-LINE OF KANSAS, INC. SHALL NOT BE LIABLE FOR ANY SPEICAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM USE OF THE EQUIPMENT SOLD OR LEASED HEREUNDER OR ARISING FROM CUSTOMER'S INABILITY TO USE THE EQUIPMENT EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT OR FROM ANY OTHER CAUSE. 10. INTERCONNECTION WITH UTILITY FACILITIES: Valu -Line of Kansas, Inc. services shall be limited to the installation of the Equipment on the subscriber side of the interface equipment connecting the Equipment to the telephone system operated by the local telephone utility. Valu -Line of Kansas, Inc. shall not be responsible in the event the utility fails to timely make available interconnect services nor shall Valu -Line of Kansas, Inc. be obligated to pay the interconnect tariff or other charges of the utility with respect to such services. System cutover shall mean the operation of the local telephone utility service on the Installed Equipment or any portion thereof. 11. CUSTOMER'S SERVICE: The customer shall, at its expense, on the date of delivery of the Equipment to Customer's premises, and at all times thereafter during the period of installation services hereunder: (a) Allow employees or agents of Valu -Line of Kansas, Inc. free access to premises and facilities where the Equipment is to be installed at all hours consistent with the requirements of the installation. (b) Assure that the premises, will meet all temperature, humidity controlled, air-conditioned, and other enviromental requirements set forth in the applicable Equipment specifications, and will be dry and free from dust and in such condition as not to be injurious to the employees or agents of Valu -Line of Kansas, Inc. or the Equipment to be installed. (c) Provide necessary openings and ducts for cable and conductors in floors and walls. (d) Provide electric current for any necessary purpose with suitable terminals in rooms where it is required. (e) Provide installed metallic ground and grounds as required. (f) Provide for the termination of any existing service agreement, with local telephone utility and for the removal of any existing equipment and cable, as required. (g) Provide suitable and easily accessible floor space to permit storing adjacent to where Equipment will be used, and for secure storage of tools, test sets, lockers and employees' personal effects. 12. ASSIGNMENT AND SUBCONTRACTING: This agreement may be assigned by Valu -Line of Kansas, Inc. in whole or in part and Valu -Line of Kansas, Inc. may freely subcontract any or all of the work hereunder. The Customer may not assign this agreement in whole or in part without obtaining the prior written consent of Valu -Line of Kansas, Inc., which consent shall not be unreasonably withheld. 13. DEFAULT: If any of Customer's obligations to Valu -Line of Kansas, Inc. shall not be paid promptly when due, or if Customer breaches any other provision hereof, Customer shall be in default hereunder and all unpaid amounts shall, at Valu -Line of Kansas, Inc.'s option, become immediately due and payable. Upon Customer's default, Valu -Line of Kansas, Inc. shall have the rights and remedies under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Customer agrees to remain fully liable. No remedy of Valu -Line of Kansas, Inc. hereunder shall be exclusive or any other remedy herein or provided by law, but such remedies shall be cumulative and in addition to every other remedy. As long as any part of the balance due remains outstanding, title to the Equipment shall remain in Valu -Line of Kansas, Inc., until all amounts due hereunder are fully paid. In the event suit is instituted for collections of sums due from customer, customer shall be liable to Valu -Line of Kansas, Inc. for a reasonable attorney's fee and court costs. If Customer shall not be able to arrange for a lease under sub-pargraph (b) of Paragraph 5 hereof a Customer defaults upon the terms of subparagraph (a) of the same Paragraph 5, the Valu -Line of Kansas, Inc. shall be entitled to any lease deposits in addition to any other remedy Valu -Line of Kansas, Inc. shall have. 14. APPROVALS: Customer shall be responsible for the timely and proper securing of all permits, licenses, consents and approvals ("Approvals" in connection with sale and installation of the Equipment provided, however. If Customer requests that Valu -Line of Kansas, Inc. obtain such Approvals on Customer's behalf, Valu -Line of Kansas, Inc. shall use reasonable efforts to obtain Approvals without obligation or liability in the event Valu -Line of Kansas, Inc. is unable to do so. 15. AMENDMENTS AND CHANGES: If it becomes desirable or necessary at any time subsequent to the date of this agreement and prior to completion of performance hereunder to make any change in the terms of this agreement or to any of the Schedules attached hereto and made a part hereof, any such change may be agreed upon only in writing signed by an authorized representative of Customer and an authorized officer of Valu -Line of Kansas, Inc., and in such event the price, work schedules and other terms and conditions as appropriate may be changed by the parties in a written amendment hereto.