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HomeMy WebLinkAboutGoforth and Marti dba G/M Business Interiors; 2020-01-02;AGREEMENT FOR FURNITURE DELIVERY AND ASSEMBLY SERVICES G/M BUSINESS INTERIORS THIS AGREEMENT is made and entered into as of the ~ day of "°S , 20].Q_, by and between the CITY OF CARLSBAD, a municipal corporation, City"), and Goforth & Marti OBA G/M Business Interiors, a furniture supplier, ("Contractor"). RECITALS City requires the professional services of a furniture supplier that is experienced in furniture delivery and assembly. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be seven thousand four hundred seventy-nine dollars and thirty-three cents ($7,479.33). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. City Attorney Approved Version 6/12/18 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Cindy Anderson Title Senior Management Analyst Department Police ----------City of Carlsbad Address 2560 Orion Way Carlsbad, CA 92010 Phone No. 760-931-2170 For Contractor Name Tiffany Aceves Title GM Business Interiors Address 110 W. A St. #140 San Diego, CA 92101 Phone No. 619-236-0500 Email taceves@gmbi.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No_,X 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. City Attorney Approved Version 6/12/18 2 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: Josi Wong Donley, Vice President & CFO (print name/title) By: L~~ ~J. -tF -.'..._ (si;;.;ier Josie Wong Donley, Vice President & CFO (print name/title) 3 CITY OF CARLSBAD, a municipal corporation of the State of California By-?;{~ City Manager or Mayor or Director ATTEST: BARBARA ENGLESON City Clerk I City Attorney Approved Version 6/12/18 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: &vz,u£ic, ~ . 4,?f: (at;, tl / Assistant City Attorney City Attorney Approved Version 6/12/18 4 EXHIBIT "A" SCOPE OF SERVICES 1) G/M TO RECEIVE AND INSPECT ALL PRODUCT AT OUR SD WAREHOUSE 2) G/M TO ASSEMBLE/SET IN PLACE (3) TABLES WITH MONITOR ARMS AND MOBILE BF, (3) CHAIRS AND (2) STORAGE TOWERS PER CLIENT DIRECTION **NOTE: CLIENT RESPONSIBLE FOR COORDINATING AN ELECTRICIAN TO PROVIDE REQUESTED CIRCUITRY REQUIREMENTS. 3) G/M SERVICES QUOTED AS (1) TRIP DURING NORMAL BUSINESS HOURS 4) JOBSITE MUST BE FREE AND CLEAR OF ALL EXISTING FURNITURE AND PERSONAL ITEMS PRIOR TO G/M ARRIVAL 5) G/M TO CONTACT TRACY RITZER TO SCHEDULE SERVICES DATE/TIME ONCE ALL PRODUCT HAS BEEN RECEIVED AT OUR SD WAREHOUSE AND ENTERED INTO OUR SYSTEM 6) G/M WILL HOLD PRODUCT FOR UP TO (2) WEEKS AT OUR WAREHOUSE FREE OF CHARGE. ANY PRODUCT REMAINING IN OUR WAREHOUSE AFTER THIS PERIOD WILL INCUR STORAGE FEES City Attorney Approved Version 6/12/18 5 CERTIFICATE OF SECRETARY I hereby certify that I am Secretary of Goforth & Marti (Name as it appears on Articles oflncorporation) A __ C=AL=-==IFe--O=RN=-=l:..:A=---_______ Corporation, and that the followirg people hold positions and/or (State in which Incorporated) own stock in this Corporation, in the form and/or amount designated below: NAMES OF OFFICERS: Stephen L. Easley Stephen W. Easley Josie W. Donley STOCK%: 100% 0% 0% TITLE: President, CEO, Secretary VP, Chief Marketing Officer VP.CFO and that the number of Directors is ___ as disclosed in the By-Laws and/or Articles of Incorporation and are as follows: NAMES OF DIRECTORS: Stephen L. Easley Laurinda P. Easley SIGNING AUTHORITY: Any _1_ (# of required signers) of the authorized officers listed above may enter into with Lender, and those agreements will bind the Corporatio CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDER'S VOTE. THIS IS TO CERTIFY: That I am the duly-elected, qualified and acting Secretary of the above-named corporation and that the above and foregoing Code of By-Laws was submitted to the shareholders at their first meeting held on the date set forth in the By-Laws and recorded in the minutes thereof, was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation. IN WITNESS THEREOF, I have hereunto set by hand this ---1n~--•-i-0_19 ______ _ ~ate) 7 Secretary Updated 3/14/07 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 05/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Van Wyk Risk Solutions ~z~~lCT Jenna_ La Fond 2237 Wealthy Street SE ~E~tt.__(?16) 942-5070 Suite 200 ~oMl~~ss JennaL@vanWykcorp.com Grand Rapids, MI 49506 i---="-="="'"-'----_---_IN_S_U_R_E-R_(_S_I A_F _ _F_() _ _fl__D_i_fJ____G__C_()_V_E_RA--G-E _________ N_A_I_C_#_--l INSURER A: National Union Fire Insurance 19445 INSURED GOFORTH & MARTI INSURER B: Hiscox Insurance Company INSURER C: 10200 dba: G/M Business Interiors 11 O West A Street Ste 140 San Diego, CA2101 INSURER D: INSURER E: INSURER F: ----- ! COVERAGES CERTIFICATE NUMBER· 19/20 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - ---- -f~f~ TYPE OF INSURANCE I ADDL SUBR INSD 'I-ND POLICY NUMBER - ---------1:sMg[Jlfyl I r:S~66iY~~I i LIMITS - A : \[:_COMMERCIAL GENERAL LIABILITY ' ; I CLAIMS-MADE ' ✓ OCCUR A A I . i GEN'L AGGREGATE LIMIT APPLIES PER •-_ : POLICY '.Vi m§lT 1 -1 LOC OTHER AUTOMOBILE LIABILITY 5Z NIYAUTO OWNED n SCHEDULED __ AUTOS ONLY ~ , AUTOS .__ AUTOS mlLY AUTOS ONLY HIRED H NON-OWNED ' 1 UMBRELLA LIAB u OCCUR : EXCESS LIAB _ LJ CLAIMS-MADE n OED n ;;ENTION s NA i WORKERS COMPENSATION 'AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under 'DESCRIPTION OF OPERATIONS below Y/N CCJ ly I N/A1 I I I I GL 518-01-77 I CA 296-16-06 WC 080-75-6387 3/1/2019 1'3/1 /2020 ~A~ CJ_CCURRENC_E' _ _ ; S i ~~~t~ir&~~~J~r?ence) s I I -------- 3/1/2019 13/1/2020 3/1/2019 3/1/2020 1 MED EXP (Any one person) , S i PERSONAL & ADV INJURY I I GENERAL AGGREGATE I S r----------- -~---- i PRODUCTS -COMP/OP AGG I s s , COMBINED SINGLE LIMIT ~ (Ea acg_Qg_ntj_ __ BODILY INJURY (Per person) ! BODILY INJURY (Pe~-;cc1de~DS PRCJPERTY DAMAG-E ----s 1 (Per _a~c_1d~D.1l_ _____ _ I Medical Payments [ s I ( EACH ()CCURRENCE' ____ S __ _ ,_A<oGREGATE I ! $ 1 ..; mTUTE , ~~H-1 1,000,000 -- 300,000 10,000 1,000,000 2,000,000 2,000,000 ------- 1,000,000 -- - --- 5,000 -- - i E.L. EACH ACCIDENT I $ i E L _DISEASE -EA EMPLOYEE+-_5_ _____ _ I E.L. DISEASE -POLICY LIMIT I $ 1,000,000 1,000,000 1,000,000 I ! ./ B Professional Liability I 'ANE4053725.19 i , 1/31/2019 3/1/2020 I ]Aggregate Limit i Each Occurrence $2,000,000 / $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured with respects to General Liability as required by contract or written agreement. 30 days notice of cancellation. CERTIFICATE HOLDER CANCELLATION Email: ed.garbo@carlsbadca.gov SHOULD ANY OF THE ABOVE DESCRIBED POLlCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEUVERED IN City of Carlsbad ACCORDANCE WITH THE POUCY PROVISIONS. 1635 Faraday Ave Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE -/(IJJ.l. 'i 'i:! },· 1':) I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL 518-01-77 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Organization(s) ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who ls An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agree- ment, the insurance afforded to such addi- tional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown in the Decla- rations. CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 PDF created with pdfFactory Pro trial version www.pdffactory.com PDF created with pdfFactory Pro trial version www.pdffactory.com □ POLICY NUMBER: GL 518-01-77 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ---~--- ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 e> Insurance Services Office, Inc., 2012 Page 1 of 2 □ C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 ie> Insurance Services Office, Inc., 2012 CG 20 1 0 04 1 3 □