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HomeMy WebLinkAboutTBF Investments Inc dba San Diego Restaurant Supply and Food Service Design Group; 2014-09-24; pem1118PEM1118 AGREEMENT FOR COMMERCIAL FOOD FACILITY DESIGN SERVICES TBF INVESTMENTS, INC. dba SAN DIEGO RESTAURANT SUPPLY AND FOOD SERVICE DESIGN GROUP THIS^ AGREEMENT is made and entered Into as of the Q^yy/yy^/7^y^ 2014, by and between the CITY OF CARLSBAD, a municipal cbrf)ofation," ("City"), and TBF INVESTMENTS, INC., dba SAN DIEGO RESTAURANT SUPPLY AND FOOD SERVICE DESIGN GROUP, a California corporation ("Contractor"). RECITALS City requires the professional services of a design professional that is experienced in commercial food facility designs. 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 six thousand dollars ($6,000.00). 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 1/30/13 PEM1118 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 rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless othenwise 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 ofthis 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. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution ofthis Agreement. 7. 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 four categories. 8. 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. 9. 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. 10. 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 sea., and Carlsbad Municipal Code Sections 3.32.025, et sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. 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. 12. 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. 13. 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. City Attorney Approved Version 1/30/13 PEM1118 14. 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 term s and conditions of this Agreement. CONTRACTOR? TBF INVES™ENTS, INC., dba SAN DIEGO/ffESTAURANT SUPPLY AND FOOg SERVICE DESIGN GROUP, a California corp6f§lic By: fl il a (sign here) By: (print name/title) IBFMVESTMENTaiNC. dH^SERMCEOESlGMGROUP TDOB.FIK)mfRES. (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California See Attached for Official Notarization (print name/title) 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:. Assistant City Attorney « City Attorney Approved Version 1/30/13 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 \ttached Document (Notary to cross out lines 1-6 below) • See St§te«ient Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 State of California County of CASIEI Commitsion #2037210 Notary Pubiic San Oiego Coun^ a Place Notary Seal Above Signature of Document Signer No. 2 (if any) Subscribed and sworn to (or affirmed) before me 2l Month on this ^ I day of by Date (1) TQd> ^. FyroWo (2) 20 M . Year A/ameY^ of Signer^ proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature l^^itHJ S'ignKure of Notary Public OPTIONAL- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: © 2013 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5910 T^.F. INVESTMENTS, INC., a CaUfomia corporation Written Consent of Sole Shareholder In lieu of 2014 Atrnual Meeting Effective Februarv 15.2014 The undersigned, being the sole shareholder of T.B.F. Inveistmcnts, Inc., a Califomia corporation ("Corporation"), hereby adopts, confirms, approves, and ratifies the following actions and resolutions of the shareholder of the Coiporation: 1. Election of Directors. RESOLVED, that the following person is hereby re-elected as the sole director of the Corporation to hold office until the next annual meeting of the shareholder, or Until he shall resign, be removed, or otherwise disqualified to serve, or his succe8Sor(s) shall be elected and qualified: Tod B. Firotto 2.. Prior Actions. RESOLVED, that any and all actions of the Board of Directors of the Corporation for and on behalf of the Corporation since the date of incorporation arc hereby ratified, confirmed, and approved in tiieir entirety and in all respects. RESOLVED FURTHER, Aat any and all actions of the officers of the Corporation for and on behalf of the Coiporation since the date of incorporation are hereby ratified, eonfiimed, and approved in their entirety and in all respects. This Written Consent is executed in Ueu of the annual meeting of the shareholder of the Coiporation pursuant to Section 603 of the Corporations Code of the State of Califomia and in accoidance with the Bylaws of this Corporation that authorize the taldng of action by tiie sbardholdor by written consent without a meeting. Tod B. Firotto, Trustee of tiie Tod B. Firotto Tiust dated^ay 6,1998, Sole Shareholder P:\S02\S02447\fi88(>2\TraM\20l4-WC SoleSKdoe PEM1118 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide commercial food facility design for the redesign of the snack bar in Building 6 at Alga Norte Community Park. Project Description: The snack bar is located within Building 6 and is approximately 190 sq. feet. The snack bar will sell prepared food items such as hot dogs, nachos, and delivered pizza. Exhaust hood will NOT be required. Existing cabinetry will have to be altered and/or removed to accommodate new equipment. Additional contract will be required for Construction administration. San Diego County Department of Environmental Health (D.E.H.) submission fees will be paid for by the City via check made directly to the County. I PROGRAMMING & CONCEPT DEVELOPMENT 1. Meet with City stakeholders to discuss existing space. 2. Identify equipment needed within the snack bar. 3. Discuss menu desires and changes to meet local health code. II SCHEMATIC DESIGN/PRELIMINARY DESIGN 1. Create preliminary design, using recap information from programming meetings. 2. Present design concerns in conflict with adjacencies and other elements. 3. Qualify and quantify health department challenges. III DESIGN DEVELOPMENT & CONSTRUCTION DOCUMENTS 1. Title sheet with notes & finish schedule 2. Detailed equipment floor plans 3. Equipment and mechanical schedules 4. Dimensioned electrical rough-in plan 5. Dimensioned plumbing rough-in plan 6. Equipment elevations and details 7. If requested, preliminary budget estimation upon completion of CD phase. IV SUBMITTAL 1. Submittal to San Diego County Department of Environmental Health (D.E.H.) 2. Obtain D.E.H. approval. 3. Provide three (3) sets of drawings to be submitted to D.E.H. 4. Provide PDF files of all construction documents. City Attorney Approved Version 1 /30/13