The URL can be used to link to this page

Home My WebLink AboutMeridian Trade-In Agreement - SWAT ID)MERIDIAN SPECIALTY VEHICLES TRADE-IN AGREEMENT PARTIES This agreement is made between Meridian Specialty Vehicles, Inc. (Seller) and the City of Pasco (Buyer). AGREEMENT The Seller agrees to trade a new 2011 Peterbilt SWAT Truck(SWAT TRUCK)VIN Number 2NP2HN8X2BM133826 according to the mutually agreed upon specifications and floor plan for the BUYER'S 2006 Alpha/EME Mobile Command Center(COMMAND CENTER)Vin Number 4UZACJDC35CV42474 (AS DRAWN Attached exhibit A). The specification and equipment will be equal or similar to those already proposed by the buyer. It is also understood that this is an equal trade with no additional cash/monetary consideration expected with this agreement from either the seller or buyer. Upon receipt of the Command Center, Seller agrees to put the SWAT truck into production and build it according to the mutually agreed to plans and specifications and transfer the title work of the SWAT truck to the Buyer. The buyer will transfer title to the command center vehicle upon seller's commitment for production DESCRIPTION OF VEHICLE 2011 Peterbilt SWAT Truck(SWAT TRUCK)VIN Number 2NP2HN8X2BM133826) shall be designed and built in accordance with the drawings and specifications(Attach exhibit B). All drawings and specifications will be signed by Buyer before the vehicle is entered into production. Any changes in the Final Specifications shall be by a written Change Order, signed by both parties and clearly describing the change in specifications and in Purchase Price. Upon execution,the Change Order shall become a part of this Agreement. EXTERIOR GRAPHICS PACKAGE If the option is chosen the exterior graphics package shall be approved by Buyer and attached to this Agreement within 90 days of the date of this Agreement. PURCHASE PRICE AND TERMS OF PAYMENT It is also understood that this is an equal trade with no additional cash/monetary consideration expected with this agreement from either the seller or Buyer. Buyer shall be solely responsible for the payment of all taxes,registration and licensing fees for the SWAT Truck. Seller shall be solely responsible for the payment of all taxes,registration and transfer fee for the Command Center. DELIVERY AND TRAINING MSV will deliver the SWAT Truck to Buyer at the Buyer's location in Pasco, Washington. Completion of the Vehicle is estimated to be within 120 days of approval of the Final Specifications by Buyer. Although MSV will use its best efforts to deliver the SWAT Truck within that time, delays may occur, and Buyer is discouraged from scheduling special events in conjunction with the delivery of the SWAT Truck. It is understood that MSV's performance may be delayed due to occurrences beyond its control, including but not limited to: acts of God, work stoppages, and failures by suppliers or manufacturers. In these events,MSV shall notify Buyer of the delay within 2 days, and expected time of delay, giving a new projected date of completion. WARRANTY The SWAT Truck and equipment installed in the SWAT Truck will be covered by Manufacturer Warranties. All vehicle and equipment manufacturer warranties shall be assigned to Buyer upon delivery and final payment. Buyer shall contact MSV in the event of any warranty or service issue. Buyer and Buyer's agent executing this agreement,warrant to MSV that the agent executing this Agreement has actual authority to represent Buyer, and that Buyer has obtained full authority and approval to enter this Agreement. DEFAULT AND REMEDIES MSV's Default. If MSV fails to perform any of its obligations under this Agreement, Buyer shall give MSV notice of default, entitling MSV to a 30 day period following receipt of notice to cure the default. Buyer agrees that its damages due to any default of MSV, breach of any implied warranty by MSV, or other claim of Buyer, shall be limited to a maximum of the trade in value (see exhibit C). Buyer specifically agrees that it shall not be entitled to recover any incidental, consequential, statutory additional or special damages alleged to be incurred due to MSV's actions or omissions. Buyers or MSV Default Before Completion. If Buyer or MSV fail to perform any of its obligations under this Agreement, or notify the other party of its decision to breach the Agreement, before Notice of Completion is issued, MSV or Buyer may, in its discretion, give Buyer or MSV notice of default. Should Buyer or MSV fail to correct the default within thirty (30)days of receipt of notice, MSV or Buyer may proceed as follows: 1. Termination. MSV or Buyer may terminate this contract by giving notice. Upon Buyers default MSV may then retain that portion of the trade in, its actual cost incurred as of the date of termination, along with the Vehicle and/or retain all components purchased or manufactured. Upon sellers default, seller shall refund the full trade in value OR,at its election: 2. Specific Performance. MSV or Buyer may enforce specific performance of obligations under this contract. Buyer's or MSV Default after Completion: If Buyer or MSV fails to respond to a request for a delivery date(Notice of Completion),within 10 days of the issuance of the Notice of Completion and this default continues for 14 days, following notice, MSV or Buyer may proceed as follows: 1. Specific Performance. MSV or Buyer may enforce specific performance obligations under this contract. Attorney's Fees. In addition to the above damages and remedies, if either party retains an attorney to enforce this Agreement, the party prevailing in arbitration or litigation is entitled to recover reasonable attorneys' fees and costs of arbitration and litigation. ARBITRATION AGREEMENT All disputes, legal or equitable claims, demands, or controversies of any nature or kind, including but not limited to those arising under contract,tort, statute,regulation or any other grounds (hereinafter"Dispute") shall be resolved under the terms of this provision. The parties agree that the exclusive procedural mechanism for the final resolution of all Disputes arising between them following good faith attempt to resolve the dispute by the parties shall be binding arbitration under RCW 7.04A or Nevada Statutes 38 depending on the State of arbitration as provided below or a qualified arbitrator mutually agreed upon. Except for the confirmation of an arbitration award, any lawsuit filed in violation of this Agreement shall be dismissed by the parties by agreement and by the court upon motion of any party presenting this provision to the court for consideration. All arbitrations shall occur within the County of the party initiating the request. The fees charged by the arbitrator shall be evenly divided between the parties, although upon final decision,these costs together with reasonable attorney's fees may be recovered by the prevailing party. GENERAL 1. Notices: Any notices hereunder shall be in writing,personally serves,electronically transmitted,or shall be deemed to be delivered(whether actually received or not) when deposited with the US Postal Service,postage prepaid, certified mail,return receipt requested, and addressed to the party as follows: Meridian Specialty Vehicles,Inc. 6275 S.Pearl Street Suite 900 Las Vegas,NV 89120 email: ghenderson @meridiansv.com City of Pasco 525 North Third Ave. Pasco,WA 99301 Email: crutchfieldg @ pasco-wa.gov 2. Severability: the provisions of this contract are severable. If any provision is found to be unenforceable,the remaining provisions will remain in effect without the unenforceable parts. 3. Headings: The headings of the paragraphs are for reference purposes only and shall not in any way affect the meaning or interpretation of the Agreement. 4. Counterparts: If this Agreement is executed in multiple counterparts, all counterparts taken together will constitute this Agreement. 5. Ambiguities/Construction: The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this Agreement. 6. No Special Relationship: The parties' relationship is that of an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent, partnership,joint venture, or any other special relationship. 7. Entire Agreement: This contract, along with its attachments, constitutes the entire agreement of the parties concerning this transaction. There are no oral representations,warranties, agreements or promises pertaining to this transaction which are not incorporated in writing in this Agreement. 8. Amendment or Modification: This contract may be amended only by an instrument in writing signed by all parties. 9. No Waiver: Any waiver or failure to insist upon strict compliance with any term of this Agreement shall not operate as a waiver of, or an estoppels with respect to, any subsequent failure to comply. 10. No Third Party Beneficiaries: There are no third party beneficiaries of this Agreement. EXECUTED on this the 25th day of January, 2013. Mobile Medical Vehicles, Inc. d/b/a Mobile Specialty Vehicles, Inc. By: _ rim_ I V - end- :•n Vice President City of Paso By Gary Crutchfield City Manager 05/05 The Department of Licensing has a policy of providing equal access to its services. If you need special accommodation,please call(360)902-3600 or TTY(360)664-8885. , T '(s `i+ . 1�` 4�R ' 'fin! — _ I' ";l� k� � ��Sl,,ir iilhk' TQN -' �.f r `+ i %� SA O WAS WN( flip(TITLE)Cill`C' S" LE •VEICL -+ - ' 1r a~ -. USE +T GA Qi+#, ,� * �}� Y MASS L fifriE BODY 2 r _ 1� `, ` i. .)* *� _ 8t TILE Ace-TITLE: :'{ =':-',---:-.-... common NfS ; , ' fie = SR' ��+ r¢iN «tiMt 4 sR ! '�, "1i +k'i91i4!S7". �}�n^Te"'n✓M�.. e . r fae R iba p Rt '4"'.. Airidln►� rt ' yt3.sl s Mien 4S'18411.$- sheet .- £' Y Agen'M} <): 'w .`\\,- tLy a:,--"1',..,::.*; ,y,< 1 - ;€ .,� yr.,A>, 4 fiLi.'! +!r • 1 S Xt - sf. $� v 7 r ICERTIGY TMAT;,',REf-gi` ORTNE#=P' . .,ENT aFLf i f c° Shftr, '' RSON3 NA1�'cQ 19ER60N AB R@EiF& Q f31D a �"� l3CiA� Oir J � '�' `�'{ I ES3N OwN mar**RECORDS tE tl pp cw, 4.,�- -.sib- _, Oi86728—91,------, , — � I ,� r �� • v �' ' M �� ` �1R��fIBY8r11S�q ys I { "/ : .' '' ',; ~{4i,*e: 5 ' 113 [5 * '" Q 411 = .= y , Of_20METER`REANNG' in*,j - 0'040 Tr fer • 1 ot z TRANSFEREE/ l,,„ETE., Z ,-- SIGNATUR7 OF TRANSFEREE/BitYER - - 6piATUli£C#TI7S4MSFERCa[HEELER -- — — a2W $ ;fjrapjv ..,--,i.Nnmei, i#u iau R +�aat_of;,t..__—oR1s€ti�RR AOL1R£SS 6F TRANSFEREE F BIYY _ - AOpI3S OFTRANSFEROR!SELLER