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HomeMy WebLinkAbout1990-09-18; City Council; Resolution 90-344. 1 2 3 4 5 6 7 a 9 lo: 11 12 13 14 15 16 17 18 19 I 20 23. 22 23 24 25 26 27 28 W w RESOLUTION NO. 90-344 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT FOR OFFICE FURNITURE SYSTEMS INC. DBA OFFICE PAVILION BETWEEN THE CITY OF CARLSBAD AND B-K COX, WHEREAS, the City Manager recommends, and the City Council concurs, appropriate for the City to select a single office furniture systems manufacturer; a WHEREAS, City staff has solicited proposals from six qualified office 1 systems manufacturers in accordance with Section 3.28.140 of the Carlsbad Municip and WHEREAS, six proposals were received and judged against the proposal et criteria; and WHEREAS, a satisfactory agreement to provide office furniture systems 1 negotiated with B-K Cox, Inc. dba Office Pavilion. NOW, THEREFORE, BE IT RESOLVED by the City Council of the Carlsbad, California as follows: 1. That the above recitations are true and correct. 2. That the agreement for Office Furniture Systems, as shown in Ex€ attached hereto and made a part hereof, is approved, and the 1 authorized to sign on behalf of the City. .... .... .... I/ X I/ W - PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsl 2 /I Council held on the 18th day of September , 1990 by the following vote, I 3 4 5 6 7 a 9 10 11 12 13 14 AYES: Council Members Lgwis, Kulchin, Larson, Mamaux q NOES: None Pettine ABSENT: None ATTEST: @TFA L.h@J!JTEl&RANZ, City Clerk KAREN R. KUNDTZ, Assistant City Clerk (SEAL) 15 16 17 18 19 I 20 21 22 23 24 25 26 27 11 28 I w w EXHIBIT "( PURCHASING AGREEMENT PREPARED FOR CITY OF CARLSBAD B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566- 1834 BY: Steve Hennes OFFICE PAVILION August 9, 1990 W - OFFICE PAVILION PURCHASING AGREEMENT August 9, 19! The following is offered as a purchasing agreement between the Office Pavilion and Ci of Carlsbad, herein referred to as "City" or "Customer." The intent of this agreement to provide the products and services of the Office Pavilion to City of Carlsbad scheduled rates and terms and with the highest quality and level of service. No amou or particular volume of purchase is implied or required by this agreement. The Office Pavilion and City of Carlsbad agree to the following product and servir pricing terms: 1. PRODUCTS Office Pavilion shall provide the city with two (2) complete sets of manufacturers' mcl recent price list and current product brochures. As new items become available in tF designated product lines, they will become a part of the contract and will be subject 1 the same discount offered in this agreement. 1. To provide Herman Miller Action Office Encore and Action Office products the following percentage discounts from the current list prices at the time I order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $100,000.00 Rapid $0.00 - $50,000.00 Standard $50,001 .OO - 1,000,000.00 Standard $1,000~001 .oo + Standard 56.5% 69% 69% Negotiable B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619566.1834 w - Office Pavilion Purchasing Agreement August 9, 1990 Page 3 2. To provide Herman Miller Equa and Eames Seating and Table products at th following percentage discounts off of current list prices at the time of ordc placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $500,000.00 Rapid $0.00 - $500,000.00 Standard 47% 51% 3. To provide Herman Miller Ergon and Eames Stacking Seating products at th following percentage discounts off of current list prices at the time of orde placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $500,000.00 Rapid $0.00 - $500,000.00 Standard 53% 57% 4. To provide Herman Miller V-Wall and Classic Piece products at the followin percentage discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 .oo + Standard 44% 47% Negotiable B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566- 1834 W w Office Pavilion Purchasing Agreement August 9, 1990 Page 4 *5. To provide Eck Adams and Loewenstein Seating products at the followin percentage discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 .oo + Standard 48% 50% Negotiable *6. To provide Howe Tables products at the following percentage discounts off I current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 .oo + Standard 46% 48% Negotiable *7. To provide Holga Files products at the following percentage discounts off current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 $50,001 -00 - $200,000.00 $200,001 .oo + Standard Standard Standard 46% 48% Negotiable * Freight charges to be added B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 - 1834 W W Office -Pavilion Purchasing Agreemenl August 9, 1990 Page 5 8. To provide Meridian Files products at the following percentage discounts I of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 -00 + Standard 47% 49% Negotiable **9. To provide Phoenix Casegoods and Seating products at the followin percentage discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 .oo + Standard 46% 48% Negotiable 10. To provide K & K Casegoods and Seating products at the following percentag discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $50,000.00 Standard $50,001 .OO - $200,000.00 Standard $200,001 .oo + Standard 46% 48% Negotiable * Freight charges to be added ** Freight charges to be added if shipment does not exceed 500 pounds B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566- 1834 w - Office Pavilion Purchasing Agreement August 9, 1990 Page 6 11. To provide Heiikon Casegoods and Seating products at the followir percentage discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM DISCOUNT OFF OF LIST PRICE $0.00 - $150,000.00 Standard 45% *12. To provide Spacemaster Lighting products at the following percentag discounts off of current list prices at the time of order placement. ORDER TOTAL LEAD TIME LIST PRICE PROGRAM All Orders Standard DISCOUNT OFF OF LIST PRICE 40% * Freight charges to be added. B-K Cox, Inc. A Herman Milier Dealer 9220 Trade Place San Diego, California 92126 619 566 - 1834 w - Office Pavilion Purchasing Agreement August 9, 1990 Page 7 11. INSTALLATION AND DELIVERY: 1. New Product: Systems furniture (new products) excluding V-Wall (includes casegoods ar seating when 80% systems) $0.00 - $100,000.00 $1 00,001 .oo - $200,000.00 $200,001 .OO - $1,500,000.00 Percentaae of List Price 5% 4.5% 4% Minimum installation/delivery charge $50.00. V-Wall installation 1 be quoted on a project by project basis. All rates are based o standard time (Monday - Friday, 7:OO am - 4:OO pm). 2. Reconfiauration. New and Old Product: In all cases the charge is $35.00 per man hour. This includes, but is nc limited to teardown, intra and inter-facility transportation, and rebuilding t product. All rates are based on standard time (Monday - Friday, 7:OO an 4:OO pm). Minimum charge $50.00. 3. DelivendSet-ur, of Filina and Seatinq (when not part of a systems furnitul project) 1 - 50 pieces $14.00 per piece 51 + pieces $13.00 per piece Minimum deliver charge $50.00. All rates are based on standard tim (Monday - Friday, 7:OO am - 4:OO pm). 4. Delivendset-up of Caseaoods (when not part of a systems furniture project) 1 - 50 pieces $20.00 per piece 51 + pieces $18.00 per piece Minimum deliver charge $50.00. All rates are based on standard tim (Monday - Friday, 7:OO am - 4:OO pm). B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 - 1834 w w Office Pavilion Purchasing Agreement August 9, 1990 Page 8 5. Overtime rates for Installation of systems Monday - Friday 4:OO pm - 12:OO am $52.50 per man hour SaturdayISunday 7:OO am - 4:OO pm $70.00 per man hour SaturdayISunday 4:OO pm - 12:OO am $80.00 per man hour or Holidays B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 * 1834 0 e Office Pavilion Purchasing Agreement August 9, 1990 Page 9 Ill. FACILITY MANAGEMENT At its option, the city may elect to use the following Facility Management Agreement i contained in this Purchasing Agreement, as forth on page 9: A. The SERVICES we will provide: a. We will transfer complete unused inventory, (one time only) of Herma Miller product currently stored at the City of Carlsbad facilities to Offic Pavilion warehouse facilities. b. We will store unused inventory of Herman Miller product that the City I Carlsbad currently owns. as well as product the City of Carlsbad reques to be added to the inventory in the future. c. We will keep a running inventory of all City of Carlsbad's Herman Milk product stored at Office Pavilion facilities and issue an inventory list i City of Carlsbad on a monthly basis. d. This agreement does not include interior design, space planning servicc or installation services. e. This agreement may be expanded to include other office furniture th the City of Carlsbad wishes to include. B. The FEES for the above services: For storage up to 2,000 cubic feet, Office Pavilion .will be compensated $650.0'0 pe month for the services outlined above. Storage in excess of 2,000 cubic feet wi be billed at a rate of $.30 per cubic foot per month. Cubic footage for billin purposes will be determined by the cubic footage of each product as specified b Herman Miller, not by the actual cubic footage used to store the product. Offic Pavilion will bill the City of Carlsbad monthly for cubic footage in use at the en of each month. C. The TERMS and CONDITIONS of FACILITY MANAGEMENT AGREEMENT: This facility management agreement will be in effect from the time any Herma Miller product is stored- at Office Pavilion facilities. This agreement may b. terminated by either party with a written 30 day notice. Payment terms shall be net 30 days from date of invoice. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566- 1834 0 e Office -Pavilion Purchasing Agreement August 9, 1990 Page 10 IV. DESIGN AND SPECIFICATION: FEE SCHEDULES LEVEL I: SPECIFICATION A. Office Pavilion will prepare product specifications and installation drawings o all plans provided by the City of Carlsbad. Plans provided by the City c Carlsbad must be to scale and have all Herman Miller symbols an' nomenclature as used by Office Pavilion to perform specification of product! Office Pavilion will not be responsible for field verification of dimensions t determine products will properly fit into plan area or determinelverifi building code compliance. B. Fee for Level I - no charge LEVEL II: GENERAL DESIGN AND SPEClFICATlON The following services shall be provided'by the Office Pavilion for Level II design. A. PROGRAMMING PHASE 1. Consultation with the Customer to determine applicable requirements c the Project and review the understanding of such requirements with th Customer. 2. Documentation of existing and projected requirements related to spact personnel, furniture, equipment, operational procedures and comrnunicationa relationships 3. Review and examination of collected data to determine the feasibility o achieving the Customer's requirements within the limitations of the buildin' or buildings that the Project is located. B. PRELIMINARY DESIGN PHASE 1. Based on approved programming phase, schematic layouts shall be prepares showing departmental relationships, space allocation, personnel, ant operational diagrams, furniture and equipment layouts for Customer approval. 2. Establish design concept of the project and establishing types and qualiiq of finishes, materials, and furniture. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566 - 1834 0 0 Office Pavilion Purchasing Agreemeni August 9, 1990 Page 11 3. Prepare preliminary budgets for Customer approval. C. DESIGN DEVELOPMENT PHASE 1. Preparation of drawings indicating fixed location and description interior partitions and furniture including special design features that a incorporated into floors, walls, partitions, and ceilings. 2. Preparation of color scheme including materials and finishes for tl Project. 3. Presentation of custom designed furniture or millwork for final approval. D. CONSTRUCTION DOCUMENT PHASE 1. Based on approved Design Development Submissions, Office Pavilion sh; prepare for final approval of the Customer: Drawings, schedule specifications, and other documents required for the fabrication, procuremer shipment, delivery, and installation of furniture, furnishings, and equipme! necessary for the Project. 2. itemized cost summaries of furniture, furnishings, and equipment shall t: prepared for final approval of the Customer. E. CONTRACT ADMINISTRATION 1. The Contract Administration phase shall commence with the award of on or more contracts or the issuance of a purchase order and will terminal upon final project acceptance. 2. Administration and coordination of schedules for procurement delivery an installation of interior work only to the extent provided in the contract. 3. Office Pavilion shall make visits to the job site as deemed necessary t be familiar with the progress and quality of the work to determine if th work is proceeding in accordance with the Contract Documents. 4. Additional Services can be listed on basic services on a per Project basis. F. Fee for Level II - 2% of current list price B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566.1834 0 0 Office Pavilion Purchasing Agreement August 9, 1990 Page 12 LEVEL 111: RECONFIGURATION Level 111 design will include all aspects of Level II design services, but will include th following: A. Inventory of existing product B. Inventory reconciliation of existing product with parts necessary fc completion of project C. Fee for Level Ill - $40.00 per hour, billed monthly LEVEL IV: SPACE PLANNING A. Level IV design shall consist of general layout of space as defined by sectio A of Level II services. This service will include space planning of hard wa, partitions, demountable partitions and other partitions (not including systen furniture) necessary to divide space. 9. Fees for Level IV - 60e per square foot, billed monthly LEVEL V INTERIOR DESIGN AND SPECIFICATION: A. Level V design services shall include all services performed for Level through Level IV as pertaining to both systems furniture and interior builc outs. B. Fees for Level V - $1.30 per square foot, billed monthly LEVEL VI: TENANT IMPROVEMENT A. Level VI design services shall include Level V design in addition to al construction documents and permitting required for the buildout of new 01 existing space. 6. Fees for Level VI - $2.30 per square foot, billed monthly B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Dkgo, California 92126 619 566 * 1834 0 0 Office Pavilion Purchasing Agreement August 9, 1990 Page 14 REIMBURSABLE EXPENSES The following expenditures incurred by Office Pavilion for the execution of the servicc for the Project shall be reimbursed to Office Pavilion by the Customer. 1. All costs incurred by Office Pavilion staff or it’s designated agents i securing building permits. 2. Reproductions (such as blueprinting) FEES INTERIOR DESIGN SERVICES shall be based upon the following rates: .- Level I Included in purchase price of product Level I1 2% of list Level 111 $40.00 per hour Level iV 606 per square foot Level V $1.30 per square foot Level VI $2.30 per square foot Minimum design charge is $80.00. The Customer shall be notified if additional hours over the estimated time are deeme necessary due to the expanded or change in the scope of services not before requestec by the Customer. INTERIOR DESIGN SERVICES shall be billed to the Customer monthly for the timl accrued during each month for Level Ill through Level VI. All others design level shall be billed at the completion of the design phase of the project. REIMBURSABLE EXPENSES shall be billed to the Customer monthly for the duration o the Project, where applicable, at a rate equal to actual costs incurred. Payments to Office Pavilion are due net 30 days from the receipt of invoice. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566 * 1834 a 0 Office Pavilion Purchasing Agreement August 9, 1990 Page 13 DESIGN AND SPECIFICATION TERMS AND CONDITIONS CUSTOMER RESPONSIBILITIES A. The Customer agrees to provide complete information regarding th requirements for the Project, inclusive of Drawings, Specifications, Services information surveys pertaining to the Project and Office Pavilion shall be entitle! to rely on the accuracy and completeness thereof. B. The Customer shall examine documents prepared by Office Pavilion in an time1 manner as to avoid unreasonable delay in the progress of the services to bl provided by Office Pavilion. REVISIONS Revisions and changes in drawings, specifications, schedules or other documents tha have been consistent with written approval and instruction previously given from tht Customer shall be charged to the Customer at a rate of $40.00 per hour. Offics Pavilion shall notify the City prior to start of any revisions and shall estimate the tota cost of revisions. The Customer shall be notified immediately by Office Pavilion when revision tims occurs. Revisions will be provided or commenced only if authorized by the Customer ir writing and be paid for as specified under the terms of payment as provided in thi: agreement. OWNERSHIP OF DOCUMENTS All documents, plans, specifications, drawings, reports and studies are property of the City, whether the work for which they are made is to be executed or not. In the event this agreement is terminated, all documents, plans, specifications, drawings, reports, and studies, shall be delivered forthwith to the City. Office Pavilion shall have the right to make and retain reproducible copies of all documents, plans, specifications, drawings, reports and studies. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 * 1834 m 0 Office -Pavilion Purchasing Agreemeni August 9, 1990 Page 15 GENERAL TERMS & CONDITIONS: PRICE: All product prices include freight except the (*) items (Howe, Holga, Loewenstein an Phoenix) where actual freight costs to be billed. Price does not include any applicable taxes. F.O.B. POINT: Destination (For orders installed and delivered by the Office Pavilion.) Factory (For orders shipped at the City's request directly to it from manufacturer.) PAYMENT: Terms of payment are to be based upon the following schedule: 1. 0 percent of product amount upon order placement. 2. 100 percent of product amount net 30 days upon arrival and acceptance of eac 3. Installation contract amount net 30 days upon completion of project. 4. Design/Specification services will be invoiced at the end of each month, net 3 individual product. days from date of invoice. ASSIGNMENT OR DELEGATION: Neither party shall assign any portion of the agreement nor delegate any of its dutie: hereunder without written consent of the other party. REPROCESSING FEE: In the event Customer (with the prior approval of the Office Pavilion) elects to finance the purchase of merchandise through a third party, Customer agrees to reimburse Office Pavilion for all costs and expenses incurred by Office Pavilion for processing such financing order, including, without limitation, a minimum "reprocessing fee" of $200.00. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 * 1834 0 0 Office Pavilion Purchasing Agreemeni August 9, 1990 Page 16 SHIPMENT: METHOD: Unless complete instructions are stipulated as to method of shipment, the manufacturc will select, in its opinion, the best method of shipment. Customer shall be sole responsible for payment of any added costs incurred by Office Pavilion as a result of special shipping request of Customer. Such additional costs shall be billed to Customs by Office Pavilion and shall be due and payable 30 days after Customer's receipt I such billing. Customer shall be solely responsible for inspecting and signing for a direct shipments to Customer and for filing any freight damage or shortage claims. STORAGE FEE: In the event any shipment of merchandise to Customer is delayed by Customer, Offici Pavilion may place such merchandise in storage. Placement of any merchandise i storage shall be deemed to be "delivery" of such merchandise to Customer for a; purposes (including invoicing and payment) under this Agreement and any other contrac between Office Pavilion and Customer relating to. such merchandise. Office Paviliol agrees to provide proof of vendor payment to customer as a condition of payment fo, items in storage, however, the merchandise invoice date will be based on the datc product arrived at storage facility. Storage will be performed for the City of Carlsbac at no charge for a maximum of 30 days. Any storage requirements beyond 30 days wil be billed to the City. The billable amount will be actual storage and handling costs invoiced with an itemized schedule of expenses. ORDERS: All orders must be received via purchase order to avoid error and/or duplication Customer's signature on purchase order shall constitute acceptance of this Agreemeni and shall serve as written authorization for Office Pavilion to proceed with thc processing of Customer's order. B-K Cox, inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566.1834 a 0 Office Pavilion Purchasing Agreement August 9, 1990 Page 17 ' RETURNS. CANCELLATIONS, AND CHANGES: RETURN OF MERCHANDISE: Customer acknowledges and agrees that Office Pavilion has no obligation a responsibility whatsoever to accept return of any previously accepted merchandise fror Customer. Office Pavilion may, in its sole discretion, agree to accept return of certai specified merchandise from Customer, and Customer agrees that any such agreed returl of merchandise shall be subject to. costs incurred by Office Pavilion in arranging fo and accomodating the return. Office Pavilion agrees to provide proof of such costs tc the city prior to reimbursement. CANCELLATION OF MERCHANDISE ORDER: Office Pavilion agrees that merchandise orders may be cancelled with writter authorization from Customer. Upon cancellation, Customer agrees to pay to OfficE Pavilion all actual costs incurred by Office Pavilion as a result of such cancellation, which "costs" are agreed to be the actual expenses incurred by Office Pavilion. CHANGES TO MERCHANDISE ORDERS: City retains the right to change merchandise orders but agrees to pay all costs resulting from order changes requested by Customer. These "costs" are agreed to be the actual expenses incurred by Office Pavilion. Customer further agrees that Office Pavilion shall not be responsible for any delays in shipment or delivery resulting from such changes. INSTALLATION: The installation price quoted includes the unloading and "staging" of all furniture to be installed and, after the- installation is completed, the removal of all cartons and packing materials and the cleaning and preparation of each workstation for immediate occupancy. The installation price quoted is based on .the workstation configurations referenced in the Agreement. Any alternations in these configurations may affect the price of installation and must be approved by Office Pavilion. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566 - 1834 m e Office Pavilion Purchasing Agreemeni August 9, 1990 Page 18 Installation price and the time required to complete the installation are contingent upc the accessibility and cleanliness of the job-site. Office Pavilion personnel must I provided unimpeded access to the project site at all times. In addition, warehouse ar staging areas must be available and approved by Office Pavilion. Any and all cos incurred by Office Pavilion as a result of Customer's failure to furnish Office Pavilic personnel with a clean and accessible job-site shall be the sole financial responsibili of Customer, which "costs" are agreed to be the actual expenses incurred by Offil Pavilion plus 15% for Office Pavilion overhead. The sequence of installation is to decided by Office Pavilion unless Customer provides an acceptable installation schedl to Office Pavilion. Installation personnel must be issued necessary clearance for access to the job-site. Electrical power and lighting are to be provided by Customer during installation. Installation personnel must be given adequate time to test the system's electric circuitry with the system's power source "on" prior to Customer's move in ar connection of equipment to the system's electrical circuitry. Office Pavilion shall n be responsible for any damage caused to equipment if the test has not been completed. Office Pavilion personnel shall not be responsible for maintaining security at the jol site during unloading, storage, staging, and installation of the system. Office Pavilion defines lhormal system adjustments" as ordinary maintenance an adjustment due to product failure or repair. Any reconfiguration of system produ would incur additional installation charges. INSTALLATION TRAINING WORKSHOP: Office Pavilion will provide an on-site workshop for Customer's maintenance staff. Tb workshop is to be conducted by Office Pavilion personnel. The purpose of the worksho will be to allow Customer's personnel the opportunity to work with the products, i become familiar with the parts and components, and to review the "staging" process s that future reconfiguration can be handled by Customer's personnel without outsid assistance. There will be no charge for providing this workshop provided the worksho is conducted at the time of the installation when installers from Office Pavilion ar present at the job-site. B-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566 * 1834 0 Office Pavilion Purchasing Agreement August 9, 1990 Page 19 MANUFACTURER’S WARRANTY: The merchandise sold by Office Pavilion to Customer shall be covered by a writte product warranty furnished by the manufacturer of such merchandise; and it specifically agreed that the manufacturer’s warranty is the exclusive and only warrant supplied with the merchandise sold/purchased under this Agreement. Office Pavilio does not make any express warranty concerning merchandise sold under this Agreemer and DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNES WITH RESPECT TO THE SUBJECT MERCHANDISE. LIABILITY/INSURANCE: Office Pavilion shall maintain insurance adequate to protect it from claims unde workers compensation acts and from claims for damages for personal injury, includin! death, and damage to property which may arise from operations under this agreement In addition, Office Pavilion agrees to be responsible for any damage caused to citJ property or to the work of other contractors or vendors and to repair such damage a: Office Pavilion’s own cost. The policy limits for workman compensation ar6 $2,000,000.00, and the policy limits for general liability are $1,000,000.00. CLAIMS: Customer or Customer’s designated representative shall inspect all completed work with a representative of Office Pavilion and shall sign a Certificate of Completion at ths time of such inspection. Except for latent defects, any claims ior discrepancies, damages or disputed items (in connection with such completed work) must be noted at the time of Customer’s inspection, otherwise the work shall be deemed complete and in full compliance with the terms, conditions, and specifications of this Agreement. MISCELLANEOUS PROVISIONS: PUBLIC AGENCY CLAUSE: It is intended that any other Public Agency (i.e. City, County, District, Public Authority, Public Agency, Municipal Utility, and other Political sub-division or Public Corporation of California) located in San Diego County shall have the option to participate in the purchase of the specified products and services at the same discounts and established rates as contained in this agreement with the City of Carlsbad. B-K Cox, inc. A Herman Miller Dealer 9220 Trade Place San Diego, California 92126 619 566- 1834 * m e , Office. Pavilion Purchasing Agreemen, August 9, 1990 Page 20 The City of Carlsbad shall incur no financial responsibility in connection with tl purchase by another Public Agency. The Public Agency shall accept sole responsibili for placement of order and payment to Office Pavilion. SIGNATURE AUTHORITY: Each individual signing this Agreement on behalf of Customer warrants that he or she duly authorized to bind Customer to this Agreement in accordance with its terms. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of California and all claim disputes and controversies arising out of, or relating to, this Agreement shall I: submitted, through litigation, to the Municipal or Superior Court of San Diego Count North County Branch, for determination under California law. MODIFICATIONS: This agreement may be modified upon written consent of both parties. All rates an fees determined on an hourly or per square foot basis (not including percentages of li! schedules) are subject to review and renegotiation on each anniversary date of th agreement. SUSPENSION OR TERMINATION: This agreement may be terminated with just cause by either party upon tendering thirt (30) days written notice to the other party. 6-K Cox, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566.1834 4 m e J Office Pavilion Purchasing Agreemeni August 9, 1990 Page 21 FINAL AGREEMENT UPON ACCEPTANCE BY CUSTOMER, THIS AGREEMENT SHALL BECOME A BlNDlN CONTRACT AND ALL PURCHASES/SALES BETWEEN OFFICE PAVILION Ah CUSTOMER UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE TERMS Ah PROVISIONS OF THIS CONTRACT UNLESS OTHERWISE AGREED TO IN WRITING E, AN AUTHORIZED REPRESENTATIVE OF OFFiCE PAVILION. THIS AGREEMENT WI1 COMMENCE UPON THE DATE OF THE FINAL SIGNATURE AND WILL REMAIN VAL1 FOR A PERIOD OF 60 MONTHS FROM THIS DATE. c-" /i/ m &&Jd Vincent E. Mudd, Vice President Office Pavilion Office Pavilion of Sales & Marketing DA~ Office Pavy Mayor q/ai 190 DATE City Attorney B-K COX, Inc. A Herman Miller Dealer 9220 Trade Place San Diego. California 92126 619 566.1834