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08-056, Pivot InteriorsAGREEMENT CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 408-777-3200 No. 032757 BY THIS AGREEMENT, made and entered into this 22 day of May , 2008, by and between the CITY OF CUPERTINO Hereinafter referred to as CITY) and Name (1) Pivot Interiors (2) Address 2740 Zanker Road, Suite 100 City San Jose Zip 95134 Phone14081432-5600 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Ergonomic furniture and tools for workstation at City Hall. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Quotation TERMS: The services and/or materials furnished under this Agreement shall commence on June 2, 2008 and shall be completed before July 2, 2008. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Insurance. Should the City require evidence of insurability, Contractor shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative Services. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Chanties. This Agreement sha!! not he assigned er transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME Terry W. Greene DEPARTMENT Public Works This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: ~ CITY OF CUPERTINO: By ~ ~ofi T.,,.~,cti~a~c ~ By Title ~~L.~/G~ ~ Title ~ • Soc. Sec. # APPROVALS DE T NT-H D E ~. s ©~ (~ 420-9243-9300 ~1458~=== CITY K DA -/(- `., ~ 0 $1496.37 ~~ v EXPENDITURE DISTRIBUTION ~~ ~ ended per revise quote PIVOT Sold To: 1089-00 CITY OF CUPERTINO FINANCE DEPT. 10300 TORRE AVE. CUPERTINO, CA 95014 Pivot Interiors, Inc. 2740 Zanker Road, Suite 100 San Jose, CA 95134 Phone: (408)432-5600 Fax: (408) 432-5601 Email/Web: www.pivdinteriors.com Bill To: 1089-00 CITY OF CUPERTINO FINANCE DEPT. Attention Accounts Payable 10300 TORRE AVE. Quotation Page: 1 of 2 Project: 800849 Proj Desc: ERGO FURN/TOOLS FOR CHERI Quote: 800849.001 Status: New Ship To: 1089-00 CITY OF CUPERTINO FINANCE DEPT. 10300 TORRE AVE. CUPERTINO, CA 95014 ~ Date Entered Customer PO Salesperson FOB Tenor ~ Line Loc Item Number Description Order Qty Unit Price Extended 1 00 MEMO JOB CAPTAIN:CHERI DONNELLY 1 0.00 0.00 Tag: !-ORDER TAG: ERGONOMIC TOOLS !-AND FURNITURE 2 00 EE123AK WK CHR,ERGON 3,PNEU.,KNEE TILT FWD ANG,ADJ 1 526.32 526.32 T ARMS,MID-BK/ Options: AJ-ADJUSTABLE BU-BLACK UMBER BC-2" HD DBL WL CASTER, CARPET U6-NONUPHOLSTERED BK-BLACK 8T-CROSSING-PR CAT 1 24-CROSSING BLACK 3 00 SA1000B WORKRITE SWINGARM 2 200.00 400.00 T Tag: !-HARDWARE:C-CLAMPAND !-GROMMET MOUNT !-FINISH:GRAPHITE !-23.25" REACH, 21.25" HT. RANGE !-SUPPORTS MONTORS TO 25 LBS !-PAGE 100 !-LEADTIME:QUICK SHIP 3 DAYS !-QUOTE# STACY 5-9-08 4 00 UB2100FT-25 WORKRITE REVD SERIES KEYBOARD TRAY 3 110.00 330.00 T Tag: !-ULTRA THIN !-FINISH:BLACK !-INDEPENDENT TILT AND 360 !-DEGREE SWIVEL !-MOUSE OVER & FORWARD !-PAGE 87 !-INCLUDES: LEATHERITE PALM !-SUPPORT !-LEDTIME:QUICK SHIP 3 DAYS !-QUOTE# STACY 5-9-08 5 00 FREIGHT-SUB WORKRITE SHIPPING & HANDLING INCLUDED 1 0.00 0.00 6 00 ASSEMBLY-SUB LABOR FOR SERVICEWEST SERVICES TO RECEIVE, 1 126.00 126.00 T DELIVER & IN Tag: *-DURING NBH TO THE 1ST FLOOR Sub Total 1,382.32 Total Tax 114.05 TOTAL AMOUNT - USD 1,496.37 TRANSIT AG:ERONOMIC FURNITURE & TOOLS FOR AMENDED QUOTATION 6/11 /08 PIVOT Pivot Interiors, Inc. 2740 Zanker Road, Suite 100 San Jose, CA 95134 Phone: (408)432-5600 Fax: (408) 432-5601 EmaiUWeb: www.pivdinteriors.com Quotation Page: 2 of Project: 800849 Proj Desc: ERGO FURNlTOOLS FOR CHERI Quote: 800849.001 Status: New Sold To: 1089-00 Bill To: 1089-00 Ship To: 1089-00 CITY OF CUPERTINO CITY OF CUPERTINO CITY OF CUPERTINO FINANCE DEPT. FINANCE DEPT. FINANCE DEPT. 10300 TORRE AVE. Attention Accounts Payable 10300 TORRE AVE. CUPERTINO, CA 95014 10300 TORRE AVE. CUPERTINO, CA 95014 CUPERTINO, CA 95014 Da>De ErKered Customer PO Sal~parxon- FOB Terms This Quote will expire on: June 08, 2008 TERMS AND CONDITIONS This proposal is subject to and shall be governed by the terms and conditions on hereof, and shall tie void unless accepted by the customer signing a copy and returning it to Pivot Interiors, Inc within 30 days from the date hereof. Unless otherwise noted, invoice payment terms are Net 20 days from invoice date subject to credit approval 1. Standard Terms. All sales by Pivot Interiors, Inc. (Seller) are made subject to each of the following Terms ~ Conditions which may not be modified without the prior written consent of an authorized representative of Seller. Additional or different terms and conditions proposed by Buyer shall not be binding on Seller without Seller's prior written consent. 2. Deposit & Payment. Unless waived in writing by Seller, Buyer shall deposit with Seller one-half (1/2) of total Proposal amount concurrent with Buyer's acceptance of Seller's Proposal. Products and services shall be invoiced upon delivery. Payment in full is due by the above referenced days after date of invoice. Components delivered individually shall lie invoiced and paid individually. Deposit shall be applied against Buyer's account as product and services are delivered and invoiced. 3. Taxes. All applicable taxes will be added to invoice and paid by Buyer. If Buyer claims exemption from taxes, Buyer shall provide Certificate of Exemption concurrent with Buyer's acceptance of Seller's Proposal. 4. Changes, Cancellations & Returns. Products sold to Buyer hereunder are custom designed and manufactured. All sales are final. No changes, cancellations or returns are allowed without the prior written consent of Seller and applicable manufacturer. If changes, cancellations or returns are approved, all direct and indirect costs and expenses thereof shall be paid by Buyer. 5. Product Storage. If Buyer is unable or unwilling to accept delivery of product on or after specified delivery date, all resulting costs and expenses incurred by Seller, including costs of moving, handling and storage of product pending delivery shall be pad by Buyer. Such product shall be invoiced as of the specified delivery date Invoices shall be paid in full by Buyer within above referenced days after date of invoices. Moving, handling and storage costs and expenses incurred by Seller shall be paid by Buyer immediately upon receipt of invoice. 6. Title & Securrty Interests. Title to all product shall pass from Seller to Buyer upon payment in full of the specified purchase price and all other costs and expenses due under this purchase agreement. Seller retains and Buyer grants to Seller a security interest in all product to secure payment of the purchase price and other obligations under this agreement. All product shall remain personal property regardless of being affixed to real property. If Buyer shall default in payment under this agreement, Seller shall have all applicable rights and remedies of a secured party pursuant to the California Commercial Code. Buyer agrees to execute a Security Agreement and related financing documents upon Seller's request. 7. Delay. Due to uncertain factory shipping schedules common to the componentized modular furniture business, no obligation or liability shall be incurred by Seller for failure to deliver product by any particular date. Seller shall not tie liable for any loss, expense, claim or damage incurred by Buyer or others resulting from any delay or failure in shipment or delivery of product caused in whole or in part by delay or default in transportation, labor disputes, inability in obtaining materials or product, natural disasters or any other cause not within the reasonable control of Seller 8. Freight. All costs of freight, if not included in product pricing, shall be invoiced separately and paid by Buyer. 9. Limitation d Warranties. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR AS TO THE SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. Most manufacturers warrant their products to befree from defects in material and workmanship for a period of at least one year from date of delivery. Any claim against a manufacturer's warranty must be made promptly upon discovery d defect. Buyer's sole remedy for defective installation performed by Seller shall be repair or replacement of the same within the first year of delivery. Seller is expressly not liable for any consequential or incidental damages. No other warranties of any kind are expressed or implied. 10. Finance Charges. A finance chargeof 1.5% per month (ANNUAL PERCENTAGE RATE OF 18.0% PER ANNUM) will be charged on all past due accounts. In the event any action, suit or other proceeding is required to collect amounts owing Seller under this Agreement, Buyer shall reimburse all costs and expenses incurred by Seller, including reasonable attorney's fee and costs. 11. Delivery & Installation Conditions. Buyer shall have the following obligations, which Buyer shall cause to occur at its sole cost and expense: a. Job Site. Job Site, including all passageways, corridors and the areas designated for installation, shall be clean, free and clear d existing furnishings, construction materials or debris. b. Access. Doorways, opening and elevators shall be sufficient to allowdeliverywlthout necessity of dismantling. c. Utilities/Services. Electricity, heat, lighting, elevator or hoisting service shall be furnished without cost to the Seller. Parking and adequate facilities for off-loading, staging, moving and handling of product shall be provided. d. Hours of Delivery. Job Site shall be open and available for deliveryand installation of product during Seller's normal business hours, Monday -Friday, 8:00 a.m. - 5:00 pm. Labor costs of Seller resulting from overtime work shall be inwiced to and paid by Buyer. e. Shipping. Buyer accepts responsibility to inspect product shipped directly by manufacturer to Buyer, to note damage on bills of lading and to notify carrier of such damage within 24 hours of delivery. Any such damage shall not excuse or delay payment by Buyer of Seller invoices. f. Damage After Delivery. Any loss of or damage to product after delivery to Buyer's location, whether due to weather, fire, elements, other trades or other causes, shall be the responsibility of Buyer. Buyer shall hold Seller harmless from any such loss or damage. 12. No Other Agreements. There are no other agreements between the parties as to the subject matter of this agreement other than as set forth herein and the related Proposal. No amendment hexed shall be valid unless contained in a subsequent writing and executed on behalf of Seller and Buyer. Signature below accepts all pricing, terms and condtions, as stated on this document. Sub Total: 1,382.32 Tax: 114.05 Total: 1,496.37 Signature Title Date 2740 Zanker Road, Suite 100 ~`~~~~ -~" P j ~ T 1 1 San Jose, CA 95134 Phone: (408) 432-5600 Page: 1 of 2 Fax: (408) 432-5601 Project: 800849 Email/Web: www.pivotinteriors.com Proj Desc: ERGO FURN/TOO LS FOR CHERI Quote: 800849.001 Status: New •Id To: 1089-00 Bill To: 1089-00 Ship To: 1089-00 TY OF CUPERTINO CITY OF CUPERTINO CITY OF CUPERTINO DANCE DEPT. FINANCE DEPT. FINANCE DEPT. 300 TORRE AVE. Attention Accounts Payable 10300 TORRE AVE. 1PERTINO, CA 95014 10300 TORRE AVE. CUPERTINO, CA 95014 CUPERTINO, CA 95014 gate Entered Customer PO Salesperson FOB Terms 05/09/2008 QUOTE Sara Gillette NA NE20 _ine Loc Item Number Description Order Qty Unlt Price Extended 1 00 MEMO JOB CAPTAIN:CHERI DONNELLY 1 0.00 0.00 Tag: !-ORDER TAG: ERGONOMIC TOOLS !-AND FURNITURE 2 00 EE123AK WK CHR,ERGON 3,PNEU.,KNEE TILT FWD ANG,ADJ 1 526.32 526.32 T ARMS,MID-BK/ Options: AJ-ADJUSTABLE BU-BLACK UMBER BC-2" HD DBL W L CASTER, CARPET U6-NONUPHOLSTERED BK-BLACK 8T-CROSSING-PR CAT 1 24-CROSSING BLACK 3 00 SA1000B WORKRITE SWINGARM 2 190.00 380.00 T Tag: !-HARDWARE:C-CLAMP AND !-GROMMET MOUNT !-FINISH:GRAPHITE !-23.25" REACH, 21.25" HT. RANGE !-SUPPORTS MONTORS TO 25 LBS !-PAGE 100 !-LEADTIME:QUICK SHIP 3 DAYS !-QUOTE# STACY 5-9-08 4 00 UB2100FT-25 WORKRITE REVD SERIES KEYBOARD TRAY 3 105.00 315.00 T Tag: !-ULTRA THIN !-FINISH:BLACK !-INDEPENDENT TILT AND 360 !-DEGREE SWIVEL !-MOUSE OVER & FORWARD !-PAGE 87 !-INCLUDES: LEATHERITE PALM !-SUPPORT !-LEDTIME:QUICK SHIP 3 DAYS !-QUOTE# STACY 5-9-08 5 00 FREIGHT-SUB WORKRITE SHIPPING & HANDLING INCLUDED 1 0.00 0.00 6 00 ASSEMBLY-SUB LABOR FOR SERVICEW EST SERVICES TO RECEIVE, 1 126.00 126.00 T DELIVER & IN Tag: `-DURING NBH TO THE 1ST FLOOR Sub Total 1,347.32 Total Tax 111.16 TOTAL AMOUNT - USD 1,458.48 o ect Notes: ~OB CAPTAIN:KAREN GUERIN ORDER TAG:ERONOMIC FURNITURE & TOOLS FOR CHERI DONNALLY LEADTIME:10 BUS. DAB, + TRANSIT ORIGINAL QUOTATION PIVCCIT 2740 Zanker Road, Suite 100 San Jose, CA 95134 Phone: (408) 432-5600 Fax: (408) 432-5601 Email/Web: www.pivotinteriors.com Page: 2 of 2 Project: 800849 Proj Desc: ERGO FURN/TOOLS FOR CHERI Quote: 800849.001 Status: New ~Id To: 1089-00 lY OF CUPERTINO DANCE DEPT. 300 TORRE AVE. JPERTINO, CA 95014 Bill To: 1089-00 CITY OF CUPERTINO FINANCE DEPT. Attention Accounts Payable 10300 TORRE AVE. CUPERTINO, CA 95014 Ship To: 1089-00 CITY OF CUPERTINO FINANCE DEPT. 10300 TORRE AVE. CUPERTINO, CA 95014 kite Errtered Customer PO Salesperson FOB Terms his Quote will expire on: June 08, 2008 Sara Gillette TERMS AND CONDITIONS NEZU his proposal is subject to and shall be governed by the terms and conditions on hereof, and shall be void unless accepted by the customer signing a copy and :turning it to Pivot Interiors, Inc within 30 days from the date hereof. Unless otherwise noted, invoce payment terms are Net 20 days from invoice date subject to relit approval . Standard Terms. All sales by Pivot Interiors, Inc. (Seller) are made subject to each of the fdlowing Terms & Conditions which may not be modified without the prior rotten consent of an authorized representative of Seller. Additional or different terms and conditions proposed by Buyer shall not be binding on Seller without Seller's rior written consent. . Deposit 8~ Payment. Unless waived in writing by Seller, Buyer shall deposit with Seller one-half (1/2) of total Proposal amount concurrent with Buyer's acceptance F Seller's Proposal. Products and services shall be invoiced upon delivery. Payment in full is due by the above referenced days after date of invoice. Components elivered individually shall be invoced and paid individually. Deposit shall be applied against Buyer's account as product and services are delivered and invoiced. . Taxes. All applicable taxes will be added to invoice and paid by Buyer. If Buyer claims exemption from taxes, Buyer shall provide Certificate of Exemption oncurrent with Buyer's acceptance of Seller's Proposal. . Changes, Cancellations & Returns. Products sill to Buyer hereunder are custom designed and manufactured. All sales are final. No changes, cancellations or ;turns are allowed without the prior written consent of Seller and applicable manufacturer. If changes, cancellations or returns are approved, all direct and indirect osts and expenses thereof shall be paid by Buyer. . Product Storage. If Buyer is unable or unwilling to accept delivery of product on or after specified delivery date, all resulting costs and expenses incurred by Seller, icluding costs of moving, handling and storage of product pending delivery shall be paid by Buyer. Such product shall be invoiced as of the specified delivery date. rvoces shall be paid in full by Buyer within above referenced days after date of invoices. Moving, handling and storage costs and expenses incurred by Seller shall e paid by Buyer immediately upon receipt of invoice. . Title & Security Interests. Title to all product shall pass from Seller to Buyer upon payment in full of the specified purchase price and all other costs and expenses ue under this purchase agreement. Seller retains and Buyer grants to Seller a security interest in all product to secure payment of the purchase price and other bligations under this agreement. All product shall remain personal property regardless of being affixed to real property. If Buyer shall default in payment under this greement, Seller shall have all applicable rights and remedies of a secured party pursuant to the California Commercial Code. Buyer agrees to execute a Security ,greement and related financing documents upon Seller's request. . Delay. Due to uncertain factory shipping schedules common to the componentized modular furniture business, no obligation or liability shall be incurred by Seller x failure to deliver product by any particular date. Seiler shall not be liable for any loss, expense, claim or damage icurred by Buyer or others resulting from any delay or failure in shipment or delivery of product caused in while or in part by delay or default in transportation, labor isputes, inability in obtaining materials or product, natural disasters or any other cause not within the reasonable contro of Seller . Freight. All costs of freight, if not included in product pricing, shall be invoced separately and paid by Buyer. . Limitation of Warranties. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR AS TO THE SUITABILITY OF THE RODUCT FOR ANY PARTICULAR PURPOSE. Most manufacturers warrant their products to be free from defects in material and workmanship for a period of at past one year from date of delivery. Any claim against a manufacturer's warranty must be made promptly upon discovery of defect. Buyer's soe remedy for defective istallation performed by Seller shall be repair or replacement of the same within the first year of delivery. Seller is expressly not liable for any consequential or icidental damages. No other warranties of any kind are expressed or implied. 0. Finance Charges. A finance charge of 1.5% per month (ANNUAL PERCENTAGE RATE OF 18.0% PER ANNUM) will be charged on all past due accounts. In ie event any action, suit or other proceeding is required to collect amounts owing Seller under this Agreement, Buyer shall reimburse all costs and expenses icurred by Seller, including reasonable attorneys fee and costs. 1. Delivery & Installation Conditions. Buyer shall have the folowing obligations, which Buyer shall cause to occur at its soe cost and expense: a. Job Site. Job Site, icluding all passageways, corridors and the areas designated for installation, shall be clean, free and clear of existing furnishings, construction materials or debris. . Access. Doorways, opening and elevators shall be sufficient to allow delivery without necessity of dismantling. c. Utilities/Services. Electricity, heat, lighting, levator or hosting service shall be furnished without cost to the Seller. Parking and adequate facilities for off-loading, staging, moving and handling of product shall e provided. d. Hours of Delivery. Job Site shall be open and available for delivery and installation of product during Seller's normal business hours, Monday -Friday, :00 a.m. - 5:00 pm. Labor costs of Seller resulting from overtime work shall be invoiced to and paid by Buyer. e. Shipping. Buyer accepts responsibility to inspect roduct shipped directly by manufacturer to Buyer, to note damage on bills of lading and to notify carrier of such damage within 24 hours of delivery. Any such amage shall not excuse or delay payment by Buyer of Seller invoices. f. Damage After Delivery. Any loss of or damage to product after delivery to Buyer's location, Whether due to weather, fire, elements, other trades or other causes, shall be the responsibility of Buyer. Buyer shall hod Seller harmless from any such loss or amage. 2. No Other Agreements. There are no other agreements between the parties as to the subject matter of this agreement other than as set forth herein and the slated Proposal. No amendment hereof shall be valid unless contained in a subsequent writing and executed on behalf of Seller and Buyer. ignature below accepts all pricing, terms and conditions, as stated on this document. Sub Total: 1,347.32 Tax: 111.16 Total: 1,458.48 Signature Title Date