Agreement for Sale and Purchase of Folding Chairs CITY OF SALINA, KANSAS
AGREEMENT FOR SALE AND PURCHASE OF FOLDING CHAIRS
This Agreement for Sale and Purchase of Folding Chairs ("Agreement") is entered into
October 12. , 2015, by and between the City of Salina, Kansas (the "City") and SpecSeats
Int'l Corp., a California corporation (the "Contractor").
Recitals
A. The City issued a Request for Proposals requesting Proposals for the sale, delivery, and
installation of new folding chairs for the Bicentennial Center, and related equipment accessories,
and services ("Deliverables").
B. The City has determined the Contractor to be the Successful Proposer, and desires to
contract for the purchase of the Deliverables described in the attached and incorporated Exhibit
A, in compliance with federal, state, and local regulations.
C. The Contractor has the requisite qualifications and experience to furnish the Deliverables
needed by the City and desires to furnish the Deliverables pursuant to the terms of this
Agreement.
The parties, in consideration of the mutual promises set forth in this Agreement, agree and
covenant:
1. Definitions. Except as otherwise provided herein, capitalized words used in this
Agreement shall have the meanings indicated in the Request for Proposals.
2. Contract Documents. This Agreement, together with the Request for Proposals
and the Contractor's Proposal, including accompanying warranties, shall comprise the "Contract
Documents."
3. Sale of Deliverables. The Contractor agrees to sell, and the City agrees to buy,
the Deliverables specified in the attached and incorporated Exhibit A, all in accordance with the
Contract Documents.
4. Schedule. The Seller agrees to furnish the Deliverables to the City at the Salina
Bicentennial Center on or before December 4, 2015.
5. Payment. In consideration for the Seller's delivery of the Deliverables in
accordance with the Contract Documents, the City shall pay to the Contractor the sum of
$105,353.50.00.
6. Incorporation of Standard Purchase Terms and Conditions. This Agreement
shall be deemed to include, and shall be subject to, the City's Standard Purchase Terms and
Conditions, which are set forth in the attached and incorporated Exhibit B.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
authorized representatives.
CITY OF SAL ..• NSAS Spec Seats Int'l Corporation
By: -4111 By: 1/444"7-
Jon-R.tlanchard, Mayor Harvey Hergott, ice President
Attest: 1/0I Cd
Shandi Wicks, CMC, City Clerk
Form: ,,4I -
:l Cou
Exhibit A
Description of Deliverables
The Deliverables purchased under this Agreement shall consist of the following items, all of
which shall conform to the Contract Documents, including the detailed Specifications contained in the
City's Request for Proposals:
Specseats model # GS 100 / Gold Series Folding Chair—quantity of 1,942 folding chairs
• Metal DTC-X frames are powder coated for the most durable finish w/ minimum 2.5mm
thickness
• 3" high density/resilient polyurethane seat foam and meets fire-retardant standards
• Back is upholstered in 1"thick polyurethane foam
• Chair features wider seat frame angle support for more strength and durability
• Seat frame weld clip is offset on back of rectangular frame for extra strength
• Seat assembly attachment has direct metal to metal contact (no clips required)
• 0.5" seat board with full chalk board finished bottom
• Air vent holes at back of seat facilitate quiet air discharge
• Ganging brackets are designed for easier straight alignment, security safety compliance/non-
obtrusive
• Heavy-Duty 40 oz. supported vinyl is standard
• 25 year limited chair frame warranty
• Limited lifetime warranty on our non-marring molded chair foot insert glides
EXHIBIT B
CITY OF SALINA, KANSAS
STANDARD PURCHASE TERMS AND CONDITIONS
1. Contractor's Obligations. The Contractor shall fully and timely provide all Deliverables described
in the Contractor's Proposal in strict accordance with the terms, covenants, and conditions of this
Contract,the Specifications, and all applicable federal, state, and local laws.
2. Effective Date; Term. This Contract shall be effective as of the date of the City's purchase order,
and shall continue in effect until all obligations are performed in accordance with this Contract. The
Contractor shall furnish the Deliverables, and provide all related services, on or before the date(s) or
within the time(s) specified in the Contractor's Proposal.
3. Title & Risk of Loss. Title to and risk of loss of the Deliverables shall pass to the City only when
clear and unencumbered title to the Deliverables has been furnished to the City and Notification of
Acceptance has been issued by the City.
4. Delivery Terms and Transportation Charges. All deliveries shall be F.O.B. destination with all
transportation and handling charges paid by the Contractor. The place of delivery shall be that location
set forth in the purchase order.
5. Inspections; Rejection; Withholding Acceptance Pending Cure. The City expressly reserves all
rights to inspect the Deliverables within a reasonable time after delivery, and to reject defective or non-
conforming goods.Notwithstanding anything to the contrary contained in applicable law or in any laws of
sales or standards and practices in the industry, any acknowledgement of receipt or delivery of the
Deliverables by the City shall not constitute acceptance by the City or waiver of any defects or
nonconformance. Acceptance of the Deliverables shall not be deemed to occur until the City's issuance
of the written Notification of Acceptance to the Contractor. The City reserves the right to reject the
Deliverables, in whole or in part, if the Deliverables fail in any respect to conform to the Specifications
and requirements contained in or made a part of the Proposal; if they are defective in any respect; or if
they have not been properly or satisfactorily installed or equipped. If the Deliverables are substantially in
compliance with the Specifications, but are defective or nonconforming to some degree, the City may, in
its sole discretion, withhold acceptance until the Deliverables are rendered non-defective and conform in
every respect to the Contract.
6. Invoices. Invoices shall be prepared and submitted in duplicate to the "ship-to" address specified
on the purchase order. Separate invoices are required for each purchase order. Invoices shall contain the
following information: purchase order number, item number, description of goods or services, sizes, units
of measure, quantity, unit price, and extended totals.
7. Payment. The City shall pay the Contractor for goods and services rendered, in one lump sum,
which shall be due and payable to Contractor within thirty (30) calendar days after the City's receipt of
the invoice. Provided, however, that no payment shall be due until after: (a) the City has issued a
Notification of Acceptance with respect to all Deliverables covered by the invoice; and (b) the Contractor
has provided clear and unencumbered title to the Deliverables. No. C.O.D.s will be accepted.
8. Warranties. The Contractor warrants and represents that all Deliverables sold to the City under
this Contract shall be free from defects in design, workmanship or manufacture, and further represents
and warrants that all Deliverables shall conform in all material respects to: (i) the Specifications,
drawings, and descriptions; (ii) any samples furnished by the Contractor; (iii) the terms, covenants and
conditions of this Contract; and (iv) all applicable state, federal or local laws, rules, and regulations, and
industry codes and standards. These warranties shall be in addition to any other warranty or guarantee
provided by the Contractor. Unless otherwise stated in the Specifications, the Deliverables shall be new
merchandise, and not used or reconditioned. The Contractor may not limit, exclude or disclaim the
forgoing warranties or any warranty implied by law, and any attempt to do so shall be without force or
effect. The warranty period shall be at least one year from the date of acceptance of the Deliverables or
from the date of acceptance of any replacement Deliverables, or such longer period as may be required by
the Specifications. If the Contractor is not the manufacturer and the Deliverables are covered by a
separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty
to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's
warranty for the benefit of the City.
9. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify
and hold harmless the City, its agents, representatives, officers, officials and employees from and against
all claims, damages, losses and expenses (including but not limited to attorney fees and court costs)
attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property,
including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses
relate to, arise out of, or are alleged to have resulted from the wrongful acts, errors, mistakes, omissions,
or defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the
performance of this Contract.
10. Default. The Contractor shall be in default under this Contract if the Contractor fails to perform
any of its obligations under this Contract within ten (10) days after written notice to comply has been
mailed by the City to the Contractor("Event of Default").
11. Remedies. Upon the occurrence of an Event of Default, the City may exercise any or all of the
following remedies, which are in addition to, and not in lieu of, any other remedies available to the City
under law or equity: (a)terminate this Contract and the Contractor's rights under the Contract; (b) procure
the Deliverables from another source, and hold the Contractor liable for the difference in cost together
with incidental and consequential damages, including costs and reasonable attorney fees; or (c) hold the
Contractor liable for the difference between market price of the Deliverables and the agreed price herein,
together with incidental and consequential damages, including costs and reasonable attorney fees. In
addition, the City may pursue any available remedy at law or in equity (including specific performance)
by suit, action, mandamus or other proceeding to enforce and compel the performance of the Contractor's
duties and obligations set forth in this Contract, to enforce or preserve any other rights or interests of the
City under this Contract or otherwise existing at law or in equity and to recover any damages incurred by
the City resulting from such Event of Default.
12. Termination without Cause. The City shall have the right to terminate this Contract, in whole or
in part, without cause, at any time upon thirty (30) calendar days' prior written notice. Upon receipt of a
notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with
such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the
extent of funds appropriated or otherwise legally available for such purposes, for all goods delivered and
services performed and obligations incurred prior to the date of termination in accordance with the terms
hereof.
13. Special Tools and Test Equipment. If the price stated in the Contractor's Proposal includes the
cost of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of fulfilling this Contract, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
14. Equal Opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the
Contractor and its subcontractors, if any, agree that:
(1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter
13 of the Salina Code and in doing so shall not discriminate against any person in the
performance of work under this Contract because of race, sex, religion, age, color, national
origin, ancestry or disability;
(2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase
"equal opportunity employer," or a similar phrase to be approved by the city's human relations
director;
(3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas
human rights commission in accordance with the provisions of K.S.A. 44-1031 and amendments
thereto, the Contractor shall be deemed to have breached this Contract and it may be canceled,
terminated or suspended, in whole or in part, by the City;
(4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act
against discrimination under a decision or order of the Salina human relations commission or the
Kansas human rights commission which has become final, the Contractor shall be deemed to
have breached this Contract and it may be canceled, terminated or suspended, in whole or in
part, by the City;
(5) The Contractor shall not discriminate against any employee or applicant for employment in the
performance of this Contract because of race, sex, religion, age, color, national origin, ancestry
or disability; and
(6) The Contractor shall include similar provisions in any subcontract under this Contract.
(b) The provisions of this section shall not apply to this Contract if the Contractor:
(1) Employs fewer than four employees during the term of this Contract; or
(2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year.
15. Taxes. The equipment purchased hereunder is purchased by the City, a tax exempt entity, for
public and municipal purposes and the parties understand that this sale shall be exempt from taxation.
16. Patent and Copyright Infringement. The Contractor shall be required to pay all royalties and
license fees and shall defend, indemnify, and hold harmless the City, its agents, representatives, officers,
officials and employees from liability of any nature or kind, including costs and expenses, for or on
account of any patented or unpatented invention, process, article, or appliance manufactured or used in
the performance of this Contract, including its use by the City.
17. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a
calendar fiscal year. In the event that this Contract involves financial obligations spanning multiple fiscal
years for the City, it is subject to annual appropriation by the City's governing body for future fiscal
years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial
obligations pursuant to this Contract, the City shall so notify the other parties to this Contract and this
Contract shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing
body not to appropriate.
18. Relationship. It is expressly understood that the Contractor, in performing services under this
Contract, does so as an independent contractor. The City shall neither have nor exercise any control or
direction over the methods by which Contractor performs its services hereunder. The sole interest and
responsibility of the City is to see that the services covered by this Contract are performed and rendered in
a competent, efficient, and satisfactory manner. The Contractor shall be exclusively responsible for all
taxes, withholding payments, employment-based benefits, deferred compensation plans, including but not
limited to its workers compensation and social security obligations, and the filing of all necessary
documents, forms, or returns pertinent to the foregoing.
19. Notices. All notices required or permitted to be given pursuant to this Contract shall be in writing
and delivered personally or sent by registered or certified mail, return receipt requested, or by generally
recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given
when received on the date appearing on the return receipt, but if the receipt is not returned within five (5)
days,then three (3) days after mailed, if sent by registered or certified mail or commercial courier service;
or the next business day, if sent by overnight air courier service. Notices to the Contractor shall be to the
address specified in the Contractor's Proposal, or at such other address as the Contractor may designate via a
written notice to the City. Notices to the City shall be addressed to the City of Salina, Attn: City Clerk, P.O.
Box 736, Salina, Kansas 67402-0736.
20. Compliance with Applicable Law. The Contractor shall comply with all applicable federal, state,
and local law in the performance of this Contract.
21. Administration of Agreement. All references in this Contract to City's participation or approval shall
mean the participation or approval of the City Manager, or his or her designee, unless otherwise provided
herein.
22. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the
prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from
the non-prevailing party, in addition to any other amounts to which it may be entitled.
23. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have
this Contract reviewed by legal counsel of the Contractor's choice.
24. Applicable Law; Venue. This Contract and its validity, construction and performance shall be
governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Contract,the sole
and exclusive venue shall be in the Saline County, Kansas District Court.
25. Interpretation. This Contract shall be interpreted according to its fair meaning, and not in favor of or
against any party.
26. Time. Time is of the essence of this Contract. No extension will be granted unless in writing and
signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall
extend to 5:00 p.m. of the next full business day.
27. Severability. The unenforceability, invalidity, or illegality of any provision of this Contract shall not
render the other provisions unenforceable, invalid, or illegal.
28. Amendments. Neither this Contract nor any of its terms may be changed or modified, waived, or
terminated except by an instrument in writing signed by an authorized representative of the party against
whom the enforcement of the change, waiver, or termination is sought. Without limiting the foregoing, no
pre-printed or similar terms on any invoice, order, or other document shall have any force or effect to
change the terms, covenants, and conditions of this Contract.
29. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this
Contract, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any
breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the
remaining terms of this Contract, but each and every term of this Contract shall continue in full force and
effect with respect to any other then existing or subsequent breach thereof.
30. Conflict Resolution.No interpretation of this Contract shall be allowed to find the City has agreed to
binding arbitration.
31. No Third Party Beneficiaries. Solely the parties to this Contract shall have rights and may make
claims under this Contract. There are no intended third party beneficiaries under this Contract, and no third
parties shall have any rights or make any claims hereunder.
32. Feminine-Masculine, Singular-Plural.
Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all
genders.
33. Headings. The headings of the sections of this Contract are included for the purposes of
convenience only and shall not affect the interpretation of any provision hereof.
34. Binding Effect. This Contract shall extend to and bind the heirs, executors, administrators, trustees,
successors and authorized assigns of the parties hereto.
35. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the
rights nor responsibilities provided for under this Contract shall be assignable by either party, either in whole
or in part.
36. Entire Agreement. This Contract constitutes the entire agreement between parties and supersedes
all prior oral written understandings. This Contract shall not be altered, modified, amended or changed
except by written amendment signed by the parties.