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HomeMy Public PortalAboutC-23-077 - RJ THOMAS MANUFACTURING COMPANY, INC 2023 APR 20PURCHASE AGREEMENT BY AND BETWEEN TFIE CITY OF CARSON AND RJ THOMAS MANUFACTURING COMPANY, INC. THIS PURCHASE AGREEMENT ("Agreement") is executed this 17th day of Apia° . _2023 ("Effective Date-). by, and between the CITY OF CARSON, a California municipal corporation ("City"), and RJ THOMAS MANUFACTURING COMPANY. INC.. an Iowa corporation (-Seller.). City and Seller may be referred to. sometimes individually or collectively. as "Party'" or `'Parties." 1. Purchase and Sale of Goods. On and subject to the terms and conditions set forth in this A`,re nt, Seller agrees to sell and deliver to City and City agrees to purchase and accept from Seller the park benches and related ancillary services described herein and specified in Exhibit A, attached hereto and incorporated herein by this reference (`Goods"'). for the total purchase price ("Purchase Price") set forth in Section 3. 2. Description of Goods. The Goods being sold by Seller to City consists of 32 park benches. together with ancillary` shipping. delivery, and warranty services detailed in Exhibit A (services shall hereinafter be referred to as "Services"). Offloading and installation of the Goods will be handled by the City. 3. Purchase Price. The total Purchase Price which City agrees to pay to Seller for purchase and sale of the Goods and their delivery, inclusive of all applicable sales tax and shipping & delivery fees, is not to exceed Fort Thousand Eighty -Three Dollars and Twenty Cents (S40,083.20), as provided in further detail in Exhibit A. 4. Term. The term of this Agreement shall expire after City's acceptance of the Goods and City's payment therefor following Seller's submission of the requisite invoice, and subject to any applicable warranty of the Goods. 5. Representations and Warranties of Seller. Seller makes the following. representations and warranties to City: 5.1. Authority and Consents. Seller has the right. power. legal capacity and authority to enter into and perform its obligations under this Agreement. No approvals or consents of any persons are necessary ° in connection with Seller's execution, delivery, and performance of this Agreement. except for such as have been obtained on or prior to the date hereof. The execution, delivery. and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and constitute the legal, valid and binding obligations of Seller. enforceable against Seller in accordance with their respective terms. 5.2. Title and Operating Condition. Seller has good and marketable title to the Goods. The Goods are free and clear of any restrictions on or conditions to transfer or 0 an.(',0,)I'S0868_.4 assignment, and City wtll acquire absolute title to the Goods free and clear of mortgages, liens. pledges. charges, encumbrances, equities, claims, covenants, conditions and restrictions except for such as may be created or granted by City. The Goods are in conformity ith the manufacturer's specifications. descriptions, representations and warrantees. Seller is aware that City is purchasing the Goods for use in City's operations and that City is relying on Seller's warranties that the Goods are ft for this purpose and the ordinary purposes for which the Goods are normally ° used. 6. Time of Delivery. The date and time of delivery of the Goods shall be no later than 55 days following issuance of a Notice to Proceed by City's Contract Officer, or as otherwise requested by the City. during City's business hours which are Monday through Thursday 7:00 am to 3:30 pm. City will provide Seller with a scheduled delivery date for the site listed in Section 7. 7, Place of Delivery. The Goods shall be delivered to City of Carson. Corporate Yard Receiving Warehouse, 18620 S. Broadway. Building B. Carson, CA 90745. 8. Title and Risk of Loss; Payment and Invoicing. Title to and the risk of loss, damage and destruction of the Goods shall remain with the Seller until after inspection and acceptance of the Goods by City, and pay°ment by Cite' of the Purchase Price. Seller shall invoice City in the amount of the Purchase Price for purchase of the Goods, and City shall remit payment by no later than forty-five (45) days after City's acceptance of the Goods. 9. Inspection. After delivery of the Goods. City shall inspect the Goods within a reasonable time not to exceed thirty (30) days and provide written notice to the Seller specifying any defects or other objections, unless City intends to accept the Goods in whole, in which case no notice will be necessary. Acceptance of the Goods, whether in whole or in part, shall not be deemed a waiver of any defects identified by the City, nor any defects later discovered by the City, and specified to the Seller in writing. 10. No Replacements or Cures. This Agreement calls for strict compliance. Seller expressly agrees that both the Goods tendered and the tender itself will conform fully to the terms and conditions of the Agreement on the original tender. In the event of rejection by City of the whole of the Goods or any part thereof: City may, but is not required to, accept any substitute performance from Seller or engage in subsequent efforts to effect a cure of the original tender by Seller. LI. Insurance Coverages. 11.1 Types of Coverages. Seller shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of 01 CO7,000 1186 insurance shall be in an amount not less than $1,000,000.00 per eeurrence or if a general aggregate limit is used. then the general aggregate limit shall be twice the occurrence limit, (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Seller against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any, persons retained by Seller in the course of carrying out the work or services contemplated in this Agreement, with Employer's Liability insurance coverage limits of at least $ 1000,000.000. (c) Automotive Insurance (Coverage Form CA 00 01 including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence basis for bodily injury and property damage in an amount not less than $1.000.000. Said policy shall include coverage for owned. non -owned. leased. hired cars. and any other automobile. (d) Subcontractors. Seller shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (e) Broader Coverages and Higher Limits Notwithstanding anything else herein to the contrary. if Seller maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Seller. 11.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers. employees and agents as additional insureds and any insurance maintained by City or its officers. employees or agents may apply in excess of. and not contribute with Seller's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers. employees and agents and their respective insurers. The insurance policy must specify, that where the primary insured does not satisfy the self -insured retention. any additional insured may satisfy the self -insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto ' ithout providing thirty (30) day prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled. Seller shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until Seller has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete. certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. The insurance 7,00011868682 4 required by this Agreement shall be satisfactory= on. business in California, rated "A-" or better in the mos Key Rating Guide or in the Federal Register, and only if they or better. unless such requirements are waived by the City' the City due to unique circumstances. ued by companies qualified to do dition of Best Rating Guide, The are ofa financial category Class VII Risk Manager or other designee of 12. Indemnification. Seller agrees to defend, indemnify. protect and hold harmless the City, its officers, officials, employees. agents and volunteers From and against any and all claims, demands, losses, damages, costs and liability of any kind or nature (including reasonable attorney's fees) which the City, its officers. officials, employees, agents or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property (i) arising out of or from the Goods or delivery of the Goods or from performance of the Services, and (ii) to the extent arising from (a) Seller's negligent acts, omissions or willful misconduct. (b) Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date. (c) Seller's replacement of the Goods or any part thereof pursuant to this Agreement, (d) Seller's failure to comply with any laws imposed on Seller during Seller's ownership or possession of the Goods during any period ending on or prior to the Effective Date, including but not limited to. failure to place any required yearning labels on the Goods, and (e) Seller's breach of any of its representations. warranties or covenants under this Agreement. 13. Remedies. The remedies and rights conferred on the City by this Agreement are in addition to and cumulative with all other remedies and rights accorded the City under lawor equity. Without limiting the generality' of the foregoing, Seller agrees that if there is any detect in the Goods, as determined in City's sole and absolute discretion, and upon written notice thereof given to Seller, Seller shall replace the defective Goods without delay or cost to the Cites. In the event of Seller's failure to replace the Goods within ten (10) calendar days after being notified of such defects. City is hereby authorized to contract with another party for the purchase of replacement of Goods, and Seller shall reimburse City for all such costs immediately upon demand. 14. Survival of Representations and Warranties. All representations, warranties_ covenants and agreements of the Parties contained in this Agreement shall survive the execution, delivery and performance of this Agreement. 15. Assignment. This Agreement may not be assigned by Seller without the express written consent of City. This Agreement shall be binding on, and shall inure to the benefit of. the Parties to it and their respective heirs, legal representatives, successors and assigns. All Goods manufacturer's warranties shall be assigned to and turned over to the City. 16. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the Parties that all other provisions of this Agreement be construed to remain fully valid. enforceable, and binding on the Parties. 17. Entire Agreement: Modification Waiver. This Agreement constitutes the entire aggreement between the Parties pertaining to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, oioo 000i 86R682 hcther oral or written. `o supplcrnent, modification or amendment of this Agreement shall he binding unless executed in writing by all the Parties. No waiver of any of the provisions of this Agreement shall he deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver, 18. Contract Officer. Timothy Grierson, Recreation Superintendent, or such person as may be designated by the City Manager is hereby designated as being the representative of the City authorized to act on its behalf with respect to this Agreement and to make all decisions in connection therewith ("Contract Officer"). 19. Notices. All notices, requests. demands, and other communications under this Agreexnent shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: To Seller at: RJ Thomas Manufacturing Company. Inc. 5648 US -59 Cherokee- IA 51012 Attn: Adam Struck To City at: City of Carson 701 East Carson Street Carson. CA 90745 Attn: City Manager Any Party may change its address fir purposes of this paragraph by ,giving the other Party en notice of the new address in the manner set forth above. 20. Effects of Headings. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect or be considered in the construction or interpretation of any of its provisions. 21. Counterparts. This Agreement may be executed simultaneously in one or more counterparts. each of which shall be deemed an original. but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed the same as original signatures. 22. Governing Law. This Agreement shall be construed in accordance with, and governed by. the laws of the State of California as applied to contracts that are executed and performed entirely in California. 23. Termination. City may terminate this Agreement for any reason whatsoever. prior to delivery= of the Goods and City's payment of the Purchase Price therefor as set forth herein. 6 24 24. Venue. All proceedings involving disputes over the terms, prov=isions, covenants or conditions contained in this Agreement and all proceeding=s involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Los Angeles County=, California. 25. Exhibit A. The Parties acknowledge and understand that Exhibit A is strictly° intended to set forth the particulars that will comprise the Goods, Services and associated pricing, and that any text contained in Exhibit A that may otherwise be construed to be of legal significance (-Extraneous Text') will be disregarded by the Parties. Additionally. in the event either Party or any court of competent jurisdiction takes the position that any Extraneous Text is not to be disregarded and in fact ought to be made part of this Agreement. to the extent of any conflict between this Agreement minus Exhibit A on the one hand, and Exhibit A on the other hand, the former shall prevail. [SIG' ATURES ON THE FOLLOW `ING PAGE] OR )70001JS68 82.1 IN WITNESS WHEREOF, the Parties to this Agreement have duly executed it on the day and year first above written. CITY: CITYF CARSON, a municipal corporation ATTEST: pit Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [brj] la Davis -Holmes, Mayor SELLER: RI THOMAS MANUFACTURING COMPANY, INC., an Iowa corporation Name: Title: Lucas Name: to `%eras" Title: O; -0 P? Two corporate officer signatures required when Seller is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. SELLER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SELLER'S BUSINESS ENTITY. 01007OOOI/868682.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. COUNTY OF LOS :`tGEL4S 2023 before WI R 1 personally appeared Donne , proved to me on the basis of satisfactory evidence to be th person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and con-ect. WITNESS my hand and official sea 7 Signature: f AM >inmss€cn My .I . OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS) OTHER THAN NAMED ABOVE 01007,0001 /8686s?.4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __ , 2023 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING; (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OI' DOCUVIE NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007,0001/868682,4 EXHIBIT A DESCRIPTION OF GOODS, SERVICES AND PRICING I. The Goods include 32 park benches with the specifications set forth below. Shipping and delivery of the Goods will be provided by Seller in accordance with Sections 6 and 7 of the Agreement. The Goods will be shipped/delivered knocked down; assembly will be required after offloading of the Goods. Seller will include detailed assembly instructions with the shipment. Offloading of the Goods following delivery, assembly of the park benches, and installation/anchoring of the park benches into their City sites (as will be selected by City), will be handled by City. Specifications: Pilot Rock brand 4 ft. Gillette Bench, Model B82/CB-4SS, Contour Surface Mount. The seat slats are 1/8" x 2", welded to a 2-3/8" dia. x .120 in. wall steel tubes with 7 GA end plates. The horizontal support brace is 1.9" OD x 11 GA wall steel pipe. The bench includes heavy cast iron end frames. The bench will be powder coated black. Anchor screws are 3/8" x 3". Seat material is heavy gauge steel strap (SS) fabrication with all steel component support structure, all welded construction, with powder coat paint finish. See below for further specs, as applicable to the 4 ft. length (B82-4 model number). • Model B82 series end frames are a one-piece molded cast iron construction with a circular armrest incorporated into the design. • Frames are supported by a horizontal brace of 1.9" O.D. x 11 ga. wall steel pipe. • Bench is designed to be permanently surface mounted using 9/16" dia. holes provided in each leg foot for use with anchors. • Model B82-4 is a nom. 4 ft. in length. • Contour seat is a one piece welded assembly made of 2" wide by 1/8" thick steel straps welded to 2-3/8" dia/ x .120 in. wall steel tubes and 7 ga. end plates. Straps are wrapped around tubes to form a smooth curved outer edge of seat. • All steel and cast iron components are finished in black powder coat (indicated by /CB in model no.). • Seat is finished in black powder coat (indicated by /CB in model no.). • All fasteners are provided for assembly. 01007.0001/868682.4 09999/0001/63760.01 +m RwmFII OF M OONM OONTIFO HOLES Thomas ¥m. Co,b +ER 0RNr OF gqI; ±s 11. The Goods are covered by a one-year warranty of Seller for the black powder coat on the frame and five-year warranties of Seller for the thermo-plastic coating on the steel strap seat and for the park bench frame, as detailed in the "one year" and "five years" rows of the following table (handwritten markups are not limiting): PRODUCT WAR NTY PRODUCT OTH N RE E TS The pricing line item detail for the Goods and Services is as follows: A. Bench Unit Cost: $1.025.10. Total for 32 benches: 532,803.20 13. Anchor Set Unit Cost: $9, Total for 32 sets: $288 C. Freight total: 53,600 D. Sales tax: 53,392 12 01007 0001'868682 4 09999700) i:63760 01 p———_—OP ID: Suv DATE {MMUDDIYYYy; 04/14/2023 TIONAL INSURED Provisions or be endorsed, If SUBROGATION IS WAIVED, Subject to the terms and conditions of tne Policy. certain poliefeg may require an endorsement. A statement on this certificate does not confer ri hts to the Certificate holder in ligu ef such endorsoment/s), canoe - 712-732-3747 | AantACT Michaal A. Cadwell tillé Pierce ertzborn ! CS a sa s —— _| 2 East 5th Street oo en, 712-732-3747 | FE to ,712-732-2808 __ to i rm Lake, _mikec@sppinsurarice.com —-S er Ppiisurance.com Michael A, Cadwell INSURE FFORDING cover: NSURERIS)AFFORDING COVERAGE —— NAIC A 134194 INSURER &: Travelers Pe a SA ie Lee INSURED wsurer p:- SFM Mutual Insurance Company R J Thomas Manufacturing Co [mourena =°M Mutual insurance Company —- ve Thomas -Nsurer c : Bests Rating A- Box 946 Cherokee, 1A 5104 2-0946 HINSURERD: INSURER BE: | . INSURER F ; ! E T R: : THIS IS To CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 'SSUED TO THE INSUR INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE @& BY PAIDC TYPE OF INSURANCE } A | X | commerciar SEAL ABILITY j | | _ EACH OCCURRENCE I _1,000,000 CLAIMS-MADE ix] OCCUR | X | X |¥-630-3F579897-pHx ; 12/31/2022 ' 12/34/2023 [ DAMAGE TO RENTED A 500,000 j 1 EMISES —— r se asst Ss | i { | MED EXP (Any one per $ _ 10,000 ] | : PERSONAL & ADV INJURY 8 1 000,000) ' Ses a ' An Peet AGGREGATE LIMIT APPLIES PER : | | | j GENERAL AGGREGar 2,000,000 i _| Poticy ix] ES i! toc | | | gm CTS - COMP/OP AGG 2,000,000 j : Emp Ben. 1,000,000 i other AUTOMOBILE LiasiLity 8 | j | 000,000 X | any auto ; | [St0-1Lesassq ; 12191120221 12/34/2023 | soo, tee i} AUTO OnLy | _ AGTERULED | j | | ; BODILY Ng UR pee accident) | § 2] elon (5, aN bt : | ee bet Ly on i ' 3 Al X | UMBRELLALB + X | occuR | | k i | | BACH OGCURRENCE 6,000,000 = EXCESS LIAB | CLAIMS-mape | iCUP-0KS536079 | ‘anaena taisvza2s AGGREGATE ‘ 5,000,000 DEO | X | RETENTION 6] j $ B | WORKERS COMPENSATION | | i ix [ BER ] | OTH: ANO EMPLOYERS: LIABILITY —~ | eee “iN [sete9.101 12/31/2022] 12/31/2023 lew EACH ASHmien ls 500,006 [Pmandarary i Rigg EXCLUDED? LN ise 500,000 | | fet DISEASE EA EMPLOYEE! s 4 E Byes ceverbe unger | Let DISEASE. povicy Luar __500,000 | | po | | | L DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 104, Additionaj Romarks Schadule, May be attached If more Space is requirad) pes holder is a basis. Wavier of Subrogation a 701 East Carson Steet Carson, CA 90745 ~CERTIFICATE HOLDER CANCELLATION co vet SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ay AoE BXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson LS ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ALO Lp © 1988-2015 ACORD CORPORA arks of ACORD 4/20/2023 i ACORD 25 (2046/03) TION. All rights reserved. The ACORD name and logo are registered m