HomeMy WebLinkAboutFULLMER CONTRACT 2t' City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form when theattachedagreement and all
amendments (if any) are no longer in effect.
Return form to the Clerk of the Council Office (M-30).
Call 647-6520 if you have any questions.
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COTC Office Use Only
The agreement with�'\'�^P�`
No. t-� 2-004-c'93_ was completed on C9I3 I Z5 and final payment has been made.
(Gist all amendments. Use space below if needed.)
Department: (2,QA
Phone/Ext.:
Signature: 1�/I
Date ala bok5
Revised 08-2310
INSURAwCE ON Fl!
WORK MAY PROCLLD
UNTIL JISURANCE EXPIRES
CLERK GF COUNCIL
DATE: f -17 _Of
CONSULTANT AGREEMENT
N-2004-093
THIS AGREEMENT made and entered into this 1 st day of July, 2004 by and between
Fullmer Contract Furniture and Services, a California Limited Liability Corporation (hereinafter
"Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California (hereinafter "City).
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
design and installation of prefabricated workspace.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall design workspaces for the City's Community Access Work Center,
obtain the component parts of said workspace groupings and install the work -stations, in
substantial compliance with the drawings submitted by Consultant as set forth in Exhibit A to
this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for the materials
and its services, the rates and charges identified in Exhibit A. The total sum to be expended
under this Agreement shall not exceed $10,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2005, unless terminated earlier in accordance with Section 12, below. The term of this
. f .,XI
Agreement may be extended upon a writing executed by the Executive Director of the
Community Development Agency and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
2
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
49
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
and
Executive Director of the Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6736
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant: Fullmer, Inc.
4
4
400 North Tustin Avenue, Suite 400
Santa Ana, California 92705
Telefacsimile (714) 565-3767
Attn: Doug Vidal
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
H
H
J
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
- KI
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:CIZZ
La a Sheedy
Assistant City Attorney
APPROVED AS TO CONTENT:
Aecutive
EKSTIN
rector
Community Development Agency
CITY OF SANTA ANA
DAVID N. REAM
City Manager
CONSULTANT
%ARLY1qPASALAUG
'ident- �'a"'7//"7
Tax ID# �3-d936 gg'q
JUN -03-2004 15:14 FULLMER SANTA ANA
PROPOSAL:
66871
PROPOSAL FOR:
CITY OF SANTA ANA
PO BOX 1988 PURCH DIV M16
20 CIVIC CENTER
SANTA ANA, CA 92701
CARLA THOMPKINS 714/ 647-5445
SALESPERSON: CLIENT:
VERN LARSON 000297
LINE QTY PRODUCT
1 13.00 M231 -1G41
,3A-
011
,TR -
00i
2 1.00 LABOR
DESCRIPTION
714 565 3767 P.01/01
400 N. Tustin Avenue
Suite 40Q Sonto Ana
California 92705
P 714.565.3765
F: 714.565.3767
DATE: 06/03/04 www,fulimefco.com
PROJECT #: 018-000114
INSTALL AT:
CITY OF SANTA ANA
COMMUNITY DEVELOPMENT AGENCY
20 CIVIC CENTER PLAZA, M-25
SANTA ANA, CA 92701
CUSTOMER P/O: QUOTE VALID THRU:
VLEA6E ISSUE PURCHASE
ORDER TO:
FULLMER CONTRACT
FURNITURE & SERVICES
400 N. TUSTIN AVE.
SUITE 400
SANTA ANA, CA 92705
***** MB
H.E.,PNEU,HA,FLIPPER
W/VNL,HARD CASTERS,BACK
LOCK
TELLURE GRADE A/1
CACTUS
SURFACE 2
GRAPHITE
***** TO RECEIVE,
DELIVER & PLACE (13)
IMPROV CHAIRS
SELL EXTENDED
406.14 5,279.82
195.00 195.00
SUBTOTAL....: 5,279.82
INSTALL.....: 195.00
ACCEPTED BY SALES TAX...: 424.30
DATE ACCEPTED TOTAL.......: 5,899.12
PAGE 1OF 1
EXHILRU A
TOTAL P.21
Client#. ' - '36 FULLMCON3
ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE (M03/01/3/01/M/DD/YY)
04
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Comml Support - Irvine ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
SullivanCurtisMonroe #0721187 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
2100 Main Street, Suite 350
INSURERS AFFORDING COVERAGE
Irvine, CA 92614
-INSURED INSURER A: Peerless Insurance Company
Fullmer Contract Furniture INSURER B: Golden Eagle Insurance Company
400 N. Tustin Avenue INSURERC: Zenith Insurance Company
Santa Ana, CA 92705 INSURER D: Fireman's Fund Insurance Company
INSURER E:
COVERAGES
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
m-1 --Cn nV vain!"1 AMA --
NSR I
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFFECTIVE POLICY EXPIRATION
DATE MM/DD/YY DATE MM/DD/YY
LIMITS
A I GENERAL LIABILITY I CBP9821629
03/01/04 103/01/05
EACH OCCURRENCE $1 000 000
iCOMM ERCIALGENERAL LIABILITY
I
FIREOAMAGE(Anyonelire) $SOO,000_ _
_
CLAIMS MADE '` X I OCCUR
I
M� ED EXP (Any one person) �-$�5OOO -
'PERSONAL
&AD V INJURY '�, $1 000000 --.. —
GENERAL AGGREGATE $21000,000
GEN'LAGGREGATE LIMIT APPLIES PER: ;
LLRODUCTS -COMP/OPAGG $2,000,000
PO -
1 POLICY .j JE T F-1 LOC
A , AUTOMOBILE UABIUTY ICBP9821629
103/01/04
103/01/05
I
COMBINED SINGLE LIMIT , $1,000,000
(Ea accident)
X ANY AUTO
I
- ---r-------
ALL OWNED AUTOS
I
BODILY INJURY I $
61
- -
person)
SCHEDULED AUTOS
I
I—--
-I------------------
X HIRED AUTOS
I
I
BODILY INJURY b
_'
I
accident)
t-
X NON -OWNED AUTOS
_
L -- -------- -
-
PROPERTY DAMAGE $
/
(Per accident)
GARAGE LIABILITY �
I
!
AUTO ONLY - EA ACCIDENT $
�--------_-- - -
ANY AUTO
1
OTHER THAN EA ACC i $
AUTO ONLY: AGG I S
B LIABILITY CU9822929
03/01/04
103/01/05
LEACH OCCURRENCE_ I$10,000,000
EXCESS _
X OCCUR CLAIMS MADE
i
I
AGGREGATE _ $10 0 00 00 0 _
r$
— -
I
DEDUCTIBLE
--------------i S ----- - - -
RETENTION $
C WORKERS COMPENSATION AND 2065461501
01/01/04
I 01/01/05
WC STATU- OTH-
TORY LIMITS___ ER
EMPLOYERS' LIABILITY
' EI_. EACH ACCIDENT S1.,000,OnO
E.L- DISEASE_- EA EMPLOYEE_] S1,000,000
j
EL DISEASE -POLICY LIMIT , S1,000,000
D OTHER Comm'I Exces XTM00076332626
03/01/04
103/01/05
i
$5,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
** Supplemental Name **
Fullmer Contract Furniture & Services
Contract Furniture Installation Services, LLC
(See Attached Descriptions)
CERTIFICATE HOLDER j ADD ITIONAL INSURED; INSURER LETTER: Ien LJdy P4011QUV - r
— i
SHOULD ANYOFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Santa Ana Community DATE THEREOF, THE ISSUING INSURER WILL%)( X)p MAIL 3-0 DAYS WRITTEN
Redevelopment Agency NOTICE TOTHE CEhRFICATE HOLDER NAMED TOTHE LEFT, a)(TyQx11RR>tI3)QSQY6&SiDiAd)CXX
20 Civic Center Plaza M-21 IV1PC96)C79J�QE9CXiAi)C><-0AAGxDWOXGCXR6C7COCyC71Dt0[JOlC4tDC7CDCOC)lD6%QAROUQl6XVGXlQ7Cx416iX�
P.O- Box 1988xxx
Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE J
nr-non '3r, -4Z 17ro7% 4 -41) �t,econn _ K
D CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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).
DISC L AI i9E€i
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD25-S(7/97)2 Of 3 ##M6200
MoCRIPTIONS (Continued from Page 1)
City of Santa Ana Community Redevelopment Agency, The Santa Ana
Empowerment Corporation and the City of Santa Ana, their respective
officers, employees, agents, volunteers and representatives are named as
additional insured per attached endorsement
AMS 25.3 (07/97) 3 of 3 #M6200
POLICY NUMBER: CBP9821629
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES or
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
City of Santa Ana Community
Redevelopment Agency
20 Civic Center Plaza M-21
P.O. Box 1988
Santa Ana, CA 92702
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the
Schedule, but only with respect to liability arising out of "your work" for that insured by or for you.
Additional Insured Schedule Continued: The Santa Ana Empowerment
Corporation and the City of Santa Ana, their respective officers,
employees, agents, volunteers and representatives
CG 20 10 11 85