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Resolution No. 80551 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ory 27 RESOLUTION NO. 8055 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CHALMERS CORPORATION, DBA C.E.G. CONSTRUCTION WHEREAS, the Redevelopment Agency of the City of Vernon (the "Agency") owns real property located at 3375 E. Slauson Avenue in the City of Vernon which it intends to sell to the City of Vernon for the development of a Business and Technology Development Center (the 1"Project"); and WHEREAS, on August 22, 2001, the Agency adopted Resolution RA-197 approving a Letter of Intent with Chalmers Corporation, dba C.E.G. Construction (hereinafter referred to as "CEG") memorializing the Agency's intent to negotiate a formal construction contract for the Project with CEG; and WHEREAS, City staff and representatives of CEG have finalized negotiations of a construction agreement for the design and construction of the Project; and WHEREAS, by letter dated August 22, 2002, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that an agreement with CEG be approved and executed; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with CEG for the development of Ithe Project. 2811 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE a 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with CEG, in substantially the same form attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Chalmers Corporation, dba C.E.G. Construction Attn. Tracy John Chalmers 7901 Crossway Drive Pico Rivera, CA 90660 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 4th day of September, 2002. ATTEST: THOMAS A. YBARIRA, Mayor Pro Tem BRUCE V. MALKENHORST, City Clerk - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8055, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, September 4, 2002, and thereafter was duly signed by the Mayor Pro Tem of the City of Vernon. (S EAL ) BRUCE V. MALKENHORST, City Clerk 3 SUPPORTING DOCUMENTS EXHIBIT DRAFT Ar.RF F.MF W T THIS AGREEMENT (the "Agreement") is made, entered into, executed in triplicate and to be performed in the City of Vernon, California, as of the day of , 2002. BY AND BETWEEN E CITY OF VERNON, a municipal corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 CHALMERS CORPORATION, a California corporation d.b.a. C.E.G. Construction (hereinafter referred to as "Contractor") 7901 Crossway Drive Pico Rivera, CA 90660 IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN SET FORTH, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Article 1. GENERAL Section 1. Scope of Work The work hereunder must be done in strict conformity with the plans and specifications adopted and approved by the City. Contractor will furnish all labor, equipment and materials and will perform all work described in the Contract Documents attached hereto and hereby incorporated by this reference. More specifically, Contractor agrees to construct and complete in good workmanlike and substantial manner, upon the real property hereinafter described, furnishing or causing to be furnished all labor, materials, tools and equipment to construct, utilizing its own employees and/or subcontractors to construct a two story concrete reinforced tilt -up building approximately 40,000 square feet as set forth in Exhibit "A" and "B" (hereinafter referred to as the "structure", with the terms "project" and "work" sometimes being utilized in this Agreement to refer to Contractor's work on and construction of the structure and related site work), upon a parcel of real property commonly known as 3375 Slauson Avenue in the City of Vernon (hereinafter after referred to as "the Property"). Section 2. Consideration In consideration of the covenants and agreements hereunder, the City agrees to pay Contractor the sum not to exceed TWO MILLION SIX HUNDERED FIFTY-TWO THOUSAND FIVE HUNDRED EIGHTY-EIGHT DOLLARS ($2,652,588.00) in accordance with Section 3 below. Section 3. Payments (a) Monthly Progress Payments On or about the 25th day of each month, the Contractor shall submit to the City an estimate of the cumulative amount and value of the work performed by the Contractor prior to that date and subsequent to any prior monthly estimates. The City shall pay the Contractor, within fifteen (15) calendar days, 90% of the said estimate reduced by: (1) amounts due to the City for equipment, services or materials furnished by the City; (2) amounts of any claims or liens, and (3) amounts required to be deducted by Federal, State or.local governmental authorities. No monthly payment shall be construed as acceptance of the work, or any portion thereof, nor shall such payment preclude the City from demanding and recovering from the Contractor such damages as may be sustained by reason of the Contractor's failure to fully perform this Agreement. (b) Pre -Retention Payment Upon satisfactory completion of the work described herein, the Contractor shall furnish the City with a complete and final accounting of all labor, materials, and other costs. The City shall pay the Contractor a sum equal to 900 of the cost of the actual work completed, reduced by those items set forth in Section 3(a) above. (c) Final Payment The final payment of 100 of the value of the work done under this Contract, reduced by those items set forth in Section 3(a) above, shall be made thirty-five (35) calendar days after the recordation of a Notice of Completion by the City or if a Notice of Completion is not recorded sixty-five (65) calendar days after acceptance of the completed project. The acceptance will be made only by an action of the City Council of the City. The acceptance by the Contractor of said final payment shall constitute a waiver of all claims against the City arising under this Agreement. - 2 - Section 4. Contract Documents The complete Agreement includes all of the Contract Documents set forth herein, to wit: (1) Contractor's Proposal, identified as Exhibit "A" and Exhibit "B", (2) this Agreement, (3) the forms including the Performance Bond, the Labor and Material Bond, the Proof of Insurance, the Workers' Compensation Certificate, and (4) the plans drawn by O.C. Engineering dated, October 15, 2001. Section 5. Compliance with Provisions of Law The work shall be completed in compliance with all applicable Federal, state and local laws, including, but not limited to ordinances, rules and regulations of competent public authority. Section 6. Costs and Attorneys' Fees In any action or proceeding brought to enforce the provisions of this Agreement, the court shall award reasonable costs and expenses, including attorneys' fees, to the prevailing party. Section 7. Notices Any Notice required or permitted hereunder shall be given by personal delivery or by first class mail, postage prepaid, To: Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 To: James N. Devling Contractor 7901 Crossway Drive Pico Rivera, CA 90660 Section 8. Conflict with Plans and Specifications The plans and specifications and other contract documents are intended to supplement each other, so that any work,described in one or more and not mentioned in another area to be executed the same as if they were mentioned and set forth in each, except if the context requires otherwise. Any conflict between the plans and specifications and this - 3 - Agreement shall be brought to the attention of the City immediately, so that such conflict may be resolved to the satisfaction of the City. Generally, in the event of any inconsistency or conflicts between provisions of any agreements, plans and specifications, et cetera, prepared and/or executed with respect to this Agreement, change orders and written amendments to this Agreement executed by both parties shall prevail over this Agreement, which shall prevail over the approved plans and specifications, which shall prevail over any other written reports and documents in existence as of the date of this Agreement. The resolution of any conflicts shall be in the City's sole discretion. Section 9. Assignment The Contractor shall not assign this Agreement or payments due hereunder. The City may assign its duties and obligations under this Agreement at its sole discretion. Section 10. Paragraph Headings The paragraph headings herein are for the convenience of the parties and shall not affect the interpretation of this Agreement. Section 11. Authority of the City's Representative The City's representative shall decide all questions which may arise as to the quality or acceptability of materials furnished and work performed, and as to the manner of performance and rate of progress of the work, and all questions as to the interpretation of the plans and specifications. Any and all issues involving the payment of extra compensation under this Agreement are to be referred to the City Engineer. Article 2. WAGES, HOURS and WORKING CONDITIONS Section 12. General Prevailing Rate of Per Diem Wages The general prevailing rates of per diem wages are not applicable for this project. Section 13. Hours of Work (a) Eight hours labor shall constitute a legal day's work. The time of service of any worker employed on the work hereunder is limited and restricted to eight hours during any one calendar day and forty hours during any one calendar week unless said employee is compensated at a rate of one and one-half times the basic rate of pay for all times in excess of the foregoing hours. - 4 - (b) The Contractor shall keep and make available until ninety (90) calendar days after completion of this Agreement an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by him on the work hereunder. (c) The Contractor shall, as a penalty to the City, forfeit $50.00 for each worker employed on the work by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day or forty hours in any one calendar week in violation of the provisions of this section. Section 14. Apprentices The Contractor is responsible for complying with the provisions of Labor Code Section 1777.5 dealing with the employment of apprentices on the job site. The responsibility for compliance with said section for all apprenticable occupations lies with the prime the Contractor. Section 15. Subcontractors (a) The Contractor shall comply with the provisions of the "Subletting and Subcontracting Fair Practices Act" contained in Public Contract Code Sections 4100 et seq. (b) The Contractor shall submit to the City the following information: (1) The name and location of the place of business of each subcontractor who will perform work or labor or render services to the Contractor hereunder, or a subcontractor licensed by the State of California, who, under subcontract to the Contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of one percent of the prime Contractor's total bid. (2) The portion of the work which will be done by each such subcontractor. (c) The prime Contractor shall list only one subcontractor for each portion as defined by the Contractor in his bid. Section 16. Discrimination The Contractor shall not refuse to employ or promote any person, and shall not discriminate against any person with respect to compensation received or terms and conditions of - 5 - employment, and shall not discipline or discharge any person employed by him because of said person's race, religion, creed, color, national origin, ancestry or sex; nor shall the Contractor refuse to accept otherwise qualified employees as indentured apprentices solely on the grounds of race, religion, creed, color, national origin, ancestry or sex. Section 17. Safety The Contractor and all subcontractors shall comply with the provisions of the Safety and Health Regulations for Construction, promulgated by the U.S. Secretary of Labor under Section 107 of the "Contract Work Hours and Safety Standards Act", as set forth in Title 29, C.F.R. and by the State of California, Division of Industrial Safety. Section 18. Character of Workers Only competent workers shall be employed on this project. Any person employed, who is found to be incompetent, intemperate, troublesome, disorderly or otherwise objectionable, or who fails or refuses to perform his work properly and acceptably, shall be immediately removed from the project by the Contractor and shall not be re-employed on the project. Article 3. INSURANCE, INDEMNIFICATION and BONDS Section 19. Insurance Prior to commencing work hereunder, the Contractor shall provide the City with proof of insurance naming the City and its consultants and each of its directors, officers, agents, and employees as additional -named insureds on a policy or policies of insurance providing and maintaining the coverages set forth in the Insurance Schedule attached hereto; provided, that coverage is not required for active negligence of the City to the extent that indemnification for the City's active negligence would be invalid under Section 2782(b)of the California Civil Code. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced without giving at least 30 days prior written notice to the City. Section 20. Indemnification The Contractor shall indemnify, protect, defend, and hold harmless the City and its consultants, and each of its directors, officers, agents, and employees from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and - 6 - costs of defense arising, directly or indirectly, in whole or in part, out of the services performed under this Agreement, except to the extent arising from or caused by the sole active negligence or willful misconduct of the City, its officers, agents, or employees. Section 21. Workers' Compensation The Contractor shall secure payment of compensation to his employees pursuant to Labor Code Section 3700, and shall obtain employers' liability insurance as set forth in the Insurance Schedule. Prior to performing the work hereunder, the Contractor shall submit to the City the Workers' Compensation Certificate set forth herein or an executed certificate of workers' compensation insurance as provided herein. Such insurance shall include a waiver of subrogation endorsement naming the City, and its consultants, and each of its directors, officers, agents, and employees. Section 22. Labor and Material Payment Bond Before entering upon the performance of the work hereunder, the Contractor shall file an approved Labor and Material Payment Bond with the City. Said bond shall be in the sum of 100% of the total amount payable by the terms of this Contract Agreement to the Contractor. Said payment bond shall be in substantially the form of the payment bond attached hereto. Section 23. Performance Bond The Contractor shall execute and deliver to the City for its approval and acceptance a Performance Bond in the amount of 1000 of the total amount payable by the terms of this Contract Agreement. Said bond shall be payable by surety or sureties to the City in the event the Contractor fails to fully perform his obligations hereunder. Said bond shall be in substantially the form of the Performance Bond attached hereto. Article 4. PERFORMANCE Section 24. Time for Completion This Agreement shall become effective upon full execution by the parties. Contractor agrees to commence construction promptly, after issuance of all building and other permits with respect to the Property and the structure, and to prosecute the work thereafter diligently to completion, and in any and all events to substantially complete the structure within 220 calendar days after the receipt of all building permits needed for the project. - 7 - Section 25. Force Majeure The Contractor shall not be responsible for the cost of repairing or restoring damage to the work in excess of 5% of the Contracted amount, if the damage is determined to have been proximately caused Force Majeure; provided, that the work damaged has been built in accordance with accepted and applicable building standards and the plans and specifications of the City. Force Majeure shall include acts of a public enemy, acts of the State or Federal Government, war, riot, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, acts of God (meaning earthquakes of magnitude 3.5 or greater on the Richter Scale and tidal waves) and delays of subcontractors due to such causes. Section 26. Utility Relocation (a) As between the parties, the City is responsible for the timely removal, relocation or protection of existing main or trunk line utility facilities located on the job site, unless such utilities are identified by the City in the plans and specifications. The Contractor shall be compensated by the City for the costs of relocating, for repairing damage not due to the failure of the Contractor to exercise reasonable care, for removing or relocating such utility facilities not included in the plans and specifications with reasonable accuracy, and for equipment on the project necessarily idled during such work. The Contractor shall not be assessed liquidated damages for delay in completion of the project, when such delay is caused by the failure of the City or the owner of the utility to provide for removal or relocation of such utility facilities. (b) Nothing herein shall be deemed to require the City to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of construction can be inferred from the presence of other visible facilities, such as buildings or metering junction boxes on or adjacent to the site of construction; provided, however, nothing herein shall relieve the City from identifying main or trunk lines in the plans and specifications. (c) If the Contractor, while performing the contract, discovers utility facilities not identified by the City in the contract plans or specifications, he shall immediately notify the City and utility in writing. Section 27. Public Convenience (a) The Contractor's operation shall cause no unnecessary public inconvenience. The access rights of the public shall be - 8 - considered at all times. Unless otherwise authorized, traffic shall be permitted to pass through the work or an approved detour shall be provided. Safe, adequate, continuous and unobstructed pedestrian and vehicular access shall be maintained to fire hydrants, water valves, residences, commercial and industrial establishments, churches, schools, parking lots, service stations, motels, fire and police stations, and hospitals, unless other arrangements are made satisfactory to owners thereof. (b) Vehicular access to residential driveways shall be maintained to the property line except when necessary construction precludes such access for reasonable periods of time. (c) Grading operations, roadway excavation and embankment construction shall be conducted by the Contractor in a manner to provide a reasonably satisfactory surface for traffic. When rough grading is completed the roadbed surface shall be brought to a smooth, even condition satisfactory for traffic. (d) The Contractor shall comply with all applicable State, County and City requirements for closure of streets. The Contractor shall provide barriers, guards, lights, signs, temporary bridges, flagmen and watchmen advising the public of detours and construction hazards. The Contractor shall also be responsible for compliance with additional public safety requirements that may arise during construction. The Contractor shall furnish and install and, upon completion of the work, promptly remove all signs and warning devices. (e) At least 48 hours in advance of closing or partial closing or of reopening any street, alley, or other public thoroughfare, the Contractor shall notify the police, fire, traffic and engineering departments of the City and any other jurisdictional agencies involved and shall comply with their requirements. Section 28. Excavations (a) Excavation Safety During the excavation of trenches five (5) feet or more in depth, the Contractor shall submit to the City, for its approval, a detailed plan showing the design of shoring, bracing, sloping, and other provisions to be made for worker protection from the hazard of caving ground. Said plan shall be at least as effective as that required by the Construction Safety Orders of the California Division of Industrial Safety. If said plan varies from the shoring systems standards established by said Safety Orders, the plan shall be prepared by a registered civil - 9 - or structural engineer. b) Trenches During the excavation of trenches four (4) feet below the surface, the following provisions apply: (1) The Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. (ii) Subsurface or latent physical conditions at the site differing from those indicated. (iii)Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract. (2) The City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order under the procedures described in the contract. (3) In the event that a dispute arises between the City and the Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the contractor's cost of, or time required for, performance of any part of work, the Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. The Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties. (c) Closure At the close of each working day, the Contractor shall completely backfill all open excavation and cover the same with temporary asphalt mix in accordance with normal practice in the industry and the rules, regulations, laws and ordinances of the State of California, the County of Los Angeles, and the City of Vernon. �1= Section 29. Exclusions The following items are additional to and separate from the work to be provided by Contractor as part of this Agreement, but may be performed by Contractor for an agreed upon additional fee at the request of the City: (a) consultations, negotiations and preparation of documentation supporting the procurement of project financing; (b) consultations and services other than normal assistance in procuring building permits and/or appearing before governmental authorities in connection with the project; (c) interior design, including procurement and placement of furniture, furnishings, artwork and decorations; (d) design, coordination, management and other services supporting the procurement of telephone systems, computer wiring networks, any alarms, security systems and other special systems, which are not a part of this Agreement; (e) offsite improvements beyond the matters specified in this Agreement; (f) hazardous material abatement; (g) building plan check, permits and fees; (h) county and city fees, assessments, permits, testing and inspection; (i) local fees and assessments as might be imposed such as sewage facilities charges, city occupational tax, fees to fund fire hydrants and water; (j) utility fees or charges; (k) deputy inspection fees; (1) city taxes and license fees; and, (m) plan duplication. Section 30. Additional and/or Extra Work The City may require changes in, additions to, or deductions from the work to be performed or to the materials to be furnished hereunder. Should the City as any time during the progress of the work request any modifications, alterations, or deviations in, or additions to, this Agreement or the plans and specifications, it shall be at liberty to do so, and the same shall in no way make void this Agreement, but he costs of the item(s) subject to change (and agreed to by Contractor) shall be added to the contract price and shall be paid to the Contractor. No extra work shall be performed or change made unless in the pursuance of a written order from the City stating that the extra work or change is authorized, and setting forth the basis upon which payment therefore is to be made, and no claim for an addition to the Contract price shall be valid unless so ordered; provided, however, that nothing in this article shall excuse the Contractor from proceeding with the prosecution of the work so changed. The Contractor shall, when required by the City, furnish an itemized breakdown of the quantities and prices used in computing the value of any change that might be ordered. The adjustment, if any, in the amounts to be paid to the Contractor by reason of any such change, addition or deduction shall be determined by one or more of the following methods: (1) By an acceptable lump sum proposal from the Contractor. (2) By unit prices contained in the Contractor's original bid and incorporated in the Contract Documents or fixed by subsequent agreement between the City and the Contractor. (3) By proceeding with the work and to furnishing daily reports of extra work. The report shall itemize all costs for labor, materials, and equipment rental. The report for workers shall include hours worked, rates of pay, names and classifications. The report for equipment shall include size, type, identification number, and hours of operation. All records and reports shall be made immediately available to the engineer upon his request. When the City orders work to be done and there is a supplemental agreement between the City and the Contractor to perform said work, the City reserves the right to approve the method used by the Contractor to accomplish said work. At the request of the City, the method to be used shall be defined in the supplemental agreement prior to any work being performed by the Contractor. Section 31. Clean Up Upon completion of the work, the Contractor shall remove all debris and surplus materials from its work at the Property (including the structure) and leave the Property in a neat and orderly condition. Section 32. Materials (a) New Materials and Equipment Unless otherwise specified, shown, or permitted by the City all materials and equipment incorporated in the work shall be new and of current manufacture. The City may request the Contractor to furnish manufacturer's certificates to this effect. No materials shall be installed until approved by the City's representative. (b) Inspection of Materials All materials furnished hereunder shall be subject to inspection and testing by the City's authorized agents at the - 12 - City's expense. In the event such inspection and testing reveals non-compliance with the requirements of this Contract, the Contractor shall bear the cost of necessary corrective measures as well as the cost of subsequent inspection and testing. (c) Defective Equipment or Materials The inspection shall not relieve the Contractor of any of his obligations hereunder. Even though equipment or materials required to be provided hereunder have been inspected, accepted, and estimated for payment, the Contractor shall, at his own expense,'replace or repair any such equipment or materials found to be defective or otherwise not to comply with the requirements hereunder up to the end of the maintenance and guarantee period as provided in Section 43. (d) Storage of Materials All materials for use on the project shall be stored by the Contractor in such a manner as to prevent damage from exposure to the elements, from admixture of foreign materials or from any other cause. The Contractor shall be entirely responsible for damage or loss of materials by exposure, weather or other causes. Section 33. Permits and Licenses (a) The Contractor shall apply for and procure all permits and licenses necessary for the work except: (b) The Contractor shall give all notices necessary and incidental to the due and lawful prosecution of the work and shall duly comply with the terms and conditions of all permits and licenses. (c) The Contractor shall pay all charges and fees in connection with all permits and licenses except those required by the following: Section 34. Land and Rights of Way (a) The City shall provide all land and rights of way upon which the work is to be constructed. (b) The Contractor shall procure any additional rights of - 13 - way desired by the Contractor to facilitate construction of the work. The Contractor shall enter into written agreements with property owners for such purposes and shall provide the City with copies of said agreements. (c) Except as provided in Section 26 relating to utility relocation, when the work described herein is to be performed in the vicinity of existing improvements, such improvements shall not be disturbed or damaged except for such removal or relocation of improvements in the land and rights of way provided by the City. Section 35. Plans and Working Drawings Furnished by the City (a) The approved plans shall be supplemented by such working drawings as are necessary to control the work adequately. All such drawings shall be consistent with the Contract Documents, true developments thereof, and reasonably inferable therefrom. All such drawings delivered to the Contractor shall be deemed written instructions to the Contractor. (b) The City will furnish to the Contractor, free of charge, all copies of drawings, and specifications reasonably necessary for the execution of the work. The Contractor shall keep one set of drawings and specifications in good order available to the City representative and to the Contractor's representatives at job site. (c) The plans for the work will show conditions as they are supposed or believed by the City to exist; but it is not intended or to be inferred that the conditions as shown thereon constitute a representation by the City or its officers that such conditions are actually existent. The City, any of its officers, and the City Engineer shall not be liable for any loss sustained by the Contractor as a result of any variance of the conditions as shown on the plans and the actual conditions revealed during the progress of the work, or otherwise. Section 36. Shop Drawings Submitted by the Contractor (a) Shop drawings are drawings, diagrams, illustrations, schedules, performance charts, brochures and other data which are prepared by the Contractor or any subcontractor, manufacturer, supplier or distributor, and which illustrate some portion of the material or work. (b) The Contractor shall review, stamp with his approval, - 14 - and submit for review by the City's representative shop drawings for all material and equipment to be incorporated into the work. Drawings shall be submitted in quadruplicate to the City and be accompanied by a letter of transmittal listing the drawings submitted. Drawings shall show the name of the project, the name of the Contractor, and if any, the names of suppliers, manufacturers, and subcontractors. Shop drawings shall be submitted with promptness and in orderly sequence so as to cause no delay in prosecution of the work. (c) Shop drawings shall be complete in all respects. If the shop drawings show any deviation from the requirements of the plans and specification because of standard shop practices or other reasons, the deviations and the reasons therefore shall be set forth in the letter of transmittal. (d) By approving and submitting shop drawings, the Contractor represents that material, equipment and other work shown thereon conforms to the plans and specifications except for any the deviation set forth in the letter of transmittal. (e) Within ten (10) calendar days after receipt of said drawings, the City will return two prints of the drawings to the Contractor with the City's comments noted thereon. If so noted by the City, the Contractor shall correct the drawings and resubmit them in the same manner as specified for the original submittal. The Contractor shall direct specific attention in the letter of transmittal accompanying resubmitted shop drawings to revisions other than the corrections requested by the City on previous submittals. (f) The review by the City will be only for general conformance with the design concept of the project and general compliance with the plans and specifications and shall not be construed as relieving the Contractor of the full responsibility for: (1) providing materials, equipment, and work required by the Contract; (2) proper fitting and construction of the work; (3) accuracy and completeness of the shop drawings; (4) selecting fabrication processes and techniques of construction; and (5) performing the work in a safe manner. (g) No portion of the work requiring a shop drawing submittal shall be commenced until the submittal has been reviewed by the City and returned to the Contractor with a notation indicating that resubmittal is not required. Section 37. Supervision by the Contractor Before starting the work, the Contractor shall designate, in - 15 - writing, a representative who shall have complete authority to act for him. An alternate representative may be designated. The representative or alternate shall be present at the worksite whenever work is in progress. Any order or communication given to the representative shall be deemed delivered to the Contractor. A joint venture shall designate only one representative and alternate. In the absence of the Contractor or his designated representative, necessary or desirable directions or instructions may be given by the City to the superintendent or foreman having charge of the specific work to which the order applies. Such order shall be complied with promptly and referred to the Contractor or his representative. Section 38. Inspection of Work (a) The City shall at all times have access to the work during construction and shall be furnished with every reasonable facility for ascertaining full knowledge respecting the progress, workmanship and character of materials used and employed in the work. (c) Whenever the Contractor varies the period during which work is carried on each day, he shall give due notice to the City so that proper inspection may be provided. Any work done in the absence of the City's representative will be subject to rejection. (c) All excavations which are to be backfilled shall be inspected and approved by the City prior to backfilling and the Contractor shall give due notice in advance of backfilling to the City so that proper inspection may be provided. (d) The inspection of the work shall not relieve the Contractor of any of his obligations to fulfill the contract as prescribed. Defective work shall be made good, notwithstanding the fact that such defective work has been previously overlooked by the Agency's representative and accepted. Section 39. Correction of Defective and Unauthorized Work (a) All work which has been rejected shall be remedied, or removed and replaced by the Contractor, at the City's direction and in a manner acceptable to the City, and no compensation will be allowed for such removal or replacement. Any work done beyond the lines and grades shown on the plans or established by the City, or any extra work done without written authority, will be considered as unauthorized and will not be paid. Work so done may be ordered removed at the Contractor's expense. (b) Upon failure by the Contractor to comply promptly with any order of the City made under the provisions of this article, the City shall have authority to cause defective work to be corrected by its own forces or by another contractor, and to deduct the costs from any monies due or to become due to the Contractor. Section 40. Errors or Discrepancies Noted by the Contractor (a) If the Contractor, either before commencing work or in the course of the work, finds any discrepancy between the plans, specifications, and drawings or between any of them and the physical conditions at the site of the work, or finds any error or omission in any of the plans, specifications, or drawings or in any survey, he shall promptly notify the City in writing of such discrepancy, error, or omission. If the Contractor observes that any plans, specifications, or drawings are at variance with any applicable law, ordinance, regulation, order or decree, he shall promptly notify the City in writing of such conflict. (b) The City, on receipt of any such notice, shall promptly investigate the circumstances and give appropriate instructions to the Contractor. Until such instructions are given, any work done by the Contractor, either directly or indirectly after his discovery of such error, discrepancy, omission, or conflict, will be at its own risk and the Contractor shall bear all costs arising from any work which incorporates such error, discrepancy, omission, or conflict. Section 41. Equipment The Contractor shall furnish adequate equipment and facilities to perform properly the work in a workmanlike manner in accordance with the plans and specifications. Such equipment and facilities must be in a good state of repair and maintained in such state during the progress of the work and shall meet all requirements of applicable ordinances and laws. No worn or obsolete equipment shall be used, and in no case shall the manufacturer's rating of capacity for any equipment be exceeded. Article 5. MISCELLANEOUS Section 42. Damages for Delay (a) The Contractor acknowledges that the City desires the project to be completed on or before the date specified in the Bid Proposal. The Contractor also acknowledges that if the work is not completed on or before said date that the City will incur - 17 - substantial damages that cannot be ascertained at this time. Accordingly, the Contractor shall pay to the City any and all damages caused by the Contractor's delay in completing the work as herein provided. (b) If the work is not completed in accordance with the foregoing, it is mutually agreed that the City will suffer damage, that it will be impractical and infeasible to determine the amount of actual damage, and that the Contractor shall pay to the City, as fixed and liquidated damages and not as a penalty, the sum of $1,500.00, for each and every calendar day of delay, and that the Contractor and his Surety shall be liable for the amount thereof; provided, that the Contractor shall not be charged liquidated damages because of any delays in the completion of the work due to Force Majeure or acts of the City, acts of another Contractor in the performance of a Contract with the City, and without the fault or negligence of the Contractor. (c) The Contractor shall within ten (10) days from the beginning of any such delay (unless the City shall grant a further period of time prior to the date of final settlement of the Contract) notify the City in writing of the cause of delay; whereupon the City shall ascertain the facts and extent of the delay and extend the time for completing the work if in its sole judgment the findings of fact justify such an extension. The City's findings of fact thereon shall be final and conclusive on the parties hereto. (d) The City shall have the right to extend the time for completion if it determines such extension to be in the best interest of the City. However, if the City extends the time limit for the completion of the work by way of a change order at the request of the Contractor and for other than Force Majeure, it is understood and agreed that such time extension will increase the City's financial obligations incurred for engineering, inspection, supervision, incidental and overhead expenses that are directly chargeable to the Contract and that accrue during the period of extension. Therefore, the Contractor does hereby acknowledge that reasonable charges for the hereinabove City expense shall be reimbursed to the City by the Contractor before the final payment of the ten percent (10%) retention. Section 43. Guarantee The Contractor does hereby warrant and guarantee all work performed by it hereunder against defects in workmanship and/or material for the period of one year after the date the City Council has accepted the work, and the Contractor shall repair and replace any and all such work, together with any other work - 18 - which may be displaced in so doing, that may prove defective in workmanship during such period, without expense whatsoever to the City, ordinary wear and tear, usual abuse, or neglect excepted. In the event of failure to comply with these requirements within a week after being notified in writing, the City is hereby authorized to proceed and have the defects repaired and made good at the expense of the Contractor, who hereby agrees to pay the costs and charges therefor immediately on demand. Section 44. Risk of Loss Prior to Final Acceptance Except as set forth hereinabove relating to Force Majeure, all risk of loss resulting from total or partial destruction of the work, or any part thereof, or any damage thereto, prior to final acceptance of the work by City, shall be borne by the Contractor regardless of the cause of such total or partial damage or destruction. The Contractor, at its sole cost, shall repair or replace such damages or destroyed work to its prior undamaged condition before being entitled to additional progress payments or final payment. Such total or partial destruction or damage shall not excuse the Contractor from completion of the work in accordance with the provisions of this Contract. Section 45. Termination (a) Termination (Contractor's Default) (1) It shall be considered a default if the Contractor shall (a) declare bankruptcy, become insolvent, or assign his assets for the benefit of his creditors; (b) disregard or violate material provisions of the Contract Documents or City's instructions, or fail to prosecute the work according to the approved progress schedule; (c) fail to provide a qualified superintendent, or representative, or competent workers, subcontractors, or materials or equipment which meet the requirements of the plans, specifications, and drawings. In such event, the City, will so notify the Contractor in writing. Upon receipt of any such written notice of default, the Contractor shall, at his expense, preserve at the project site all construction materials, equipment, and plant, and shall undertake immediate steps to remedy such default. (2) If the Contractor fails to remedy such default within ten (10) calendar days after receipt by him of such written notice of default, the City, in writing and without notice to the Contractor's sureties, at its option may terminate the right to proceed hereunder with that work as to which default has occurred or may terminate this Contract Agreement. Upon receipt of any such written notice, the Contractor shall at its expense and for the work affected by any such termination: - 19 - (i) assist the City in making an inventory of all materials and equipment in storage at the site, enroute to the site, in storage or manufacture away from the site, and/or on order from suppliers; assign subcontracts, supply Contracts, and equipment rental agreements to the City all as designated by the City; and remove from the site all construction materials, equipment, and plant listed in said inventory other than such source testing materials, equipment, and plant which are designated in writing by the City to be used by the City in completing such work. (3) The City shall have the right to complete the work to which the termination applies by contract or otherwise, and the Contractor agrees that the City shall have the right for such purpose and for as long as necessary to take possession of and to use any or all of the materials, plant, tools, equipment, supplies and property of any and every kind furnished by the Contractor which is designated by the City in writing for such purpose. (4) The expense of so completing such work, together with reasonable charges for administering any contract for such completion, shall be charged to the Contractor, and such expense shall be deducted by the City out of such monies as may be due or may at any time thereafter become due to the Contractor. In case such expense exceeds the sum which would have otherwise been payable under the Contract, then the Contractor and his sureties shall be liable for and, upon written notice from the City, shall promptly pay the amount of such excess to the City. The City shall not be required to obtain the lowest figures for completing such work, but may make such expenditures as in the City's sole judgment best accomplish such completion. If such cost is less than the balance which would have been due, the Contractor shall have no claim to the difference except to such extent as may be necessary in the opinion of the City, to reimburse the Contractor or the Contractor's sureties for any expense properly incurred for materials, tools, equipment, property, and labor which were devoted to the prosecution of the work and of which the City shall have received the benefit. In computing such expense, as it relates to equipment and property, the salvage value at completion of the work shall be deducted from the depreciated value at the time the Contract was terminated, and the difference shall be considered as an expense. (b) Optional Termination of Contract by City - 20 - (Contractor Not at Fault) City may terminate the Contract upon ten (10) days written notice to the Contractor, if it is found that reasons beyond the control of either the City or the Contractor make it impossible or against the City's interests to complete the work. In such a case, the Contractor shall have no claims against the City except (1) for the value of work performed up to the date the Contract is terminated, and (2) for the cost of materials and equipment on hand, in transit, or on definite commitment, as of the date the Contract is terminated, provided that such materials and equipment would be needed in the work and meet the requirements of the specifications. The value of work performed and the cost of materials and equipment, as mentioned above, shall be determined by the City in accordance with the procedure prescribed for making of a final estimate and payment as described in Section 3. Section 46. Standard Specifications The "Standard Specifications for Public Works Construction" (current year edition), published by Building News, Inc. is hereby incorporated by this reference and made a part hereof as though fully set forth at length, provided, however, in the event that said standard specifications are inconsistent with the terms of this Contract, including the special provisions attached hereto, then this Contract and the special provisions shall be deemed controlling. Section 47. Contractor's Financial Responsibility Contractor shall promptly pay, for City's account, all valid bills and charges for material, labor or otherwise in connection with or arising out of the construction of the structure by Contractor, as set forth in this Agreement, subject to the City's performance of its obligations under this Agreement. Should any liens or claims of liens be filed or recorded against the City and/or the Property, as a result of a breach of the foregoing covenant, Contractor shall within ten (10) days of written demand by the City or the Property owner, either pay and discharge the same and cause the same to be released of record, or shall furnish a surety bond in an amount of as least 125% of the contested line. The bond shall be obtained from a surety that is different that the surety issuing the performance and labor and material bonds. Section 48. Contractor's Qualifications The Contractor must have a minimum of five (5) years - 21 existence as an ongoing business enterprise in the field covered in the proposal. If a Contractor has been in business for less than five (5) years, comparable experience of Contractor's owner(s) or responsible managing employee(s) may be substituted. A joint venture or similar temporary organization, or a firm established only for this project, would not be qualified. The Contractor, has never failed to satisfactorily complete a contract awarded to him, except as follows: Section 49. Contractor's License Notice The Contractor must possess a valid licensed in accordance with the law under the provisions of Division III, Chapter 9, of the Business and Professions Code of the State of California during the entire project. Contractor is also required by law to be licensed and regulated by the Contractor's State License Board. Any questions concerning a contractor may be referred to Register, Contractor's State License Board, 9835 Goethe Road, Sacramento, California. Mailing address: P.O. Box 26000, Sacramento, California 95826. The undersigned is licensed in accordance with an Act providing for the Registration of Contractors, License No. B®665299. Section 50. Hazardous Materials City recognizes that Contractor is a construction firm, with no experience in detecting or remediating hazardous materials (as such term is defined in any Federal, state and/or local law, ordinance, regulation or interpretive case) and that the Contractor is not the "operator" of the project or Property. If after the commencement of the project, any hazardous materials are discovered at the Property, Contractor shall be entitled to immediately stop its work in the affected areas, and Contractor shall report the condition to the City, and, if required by applicable law, to any appropriate governmental agency. Contractor shall not be obligated to perform any work relating to or in any area containing hazardous materials without further written agreement. All remediation measures shall be the sole responsibility of the Property owner(s), and shall be performed in a manner minimizing any adverse effect upon the work of Contractor. - 22 - Section 51. Early Occupancy If the City or any tenant of the Property requests occupancy of the structure before Contractor has completed its work, the City will hold Contractor harmless from all disruption, delay, or interference with the progress of Contractor work that may occur as a result of such early occupancy, and will indemnify Contractor and save it harmless from all claims, liability, loss and expense, including attorney's fees, asserted or incurred as a result of the activities of City or tenant or their agency, contractors, employees or subcontractors or persons acting under them including delay, interference, personal injury, bodily injury, and property damage. The City shall not indemnify Contractor for claims, loss or expense caused by the sole fault or negligence of Contractor. Section 52. Amendment All changes or modifications to this Agreement shall be in a writing stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Contract shall not be modified through course of dealing, usage or trade. Section 53. Benefit of Agreement This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. Section 54. Waiver Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to subsequent default or other matter. Section 55. Entire Agreement This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. All exhibits are incorporated by reference. Doble represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. - 23 - IN WITNESS WHEREOF the parties hereto have executed this Agreement or caused it to be executed as of the day, month and year first above written. ATTEST: By Bruce V. Malkenhorst, City Cler APPROVED AS TO FORM: By EDUARDO OLIVO, City Attorney CITY OF VERNON By Leonis C. Malburg, Mayor CONTRACTOR Name By Title By Title NOTE: The legal name of the bidder shall be set forth above. If the bidder is a corporation, two signatures are required, as follows: (1) the chairman of the board, the president, or any vice-president, and (2) the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer. If the bidder is a limited liability company, signatures are required of two members or managers unless otherwise provided in the company's articles of organization. If the bidder is a partnership, signatures are required of the partner or partners authorized to sign contracts on behalf of the partnership. - 24 - E. BOND FORMS AND INSURANCE REQUIREMENTS Contractor shall furnish a Workers' Compensation Certificate in substantially the form shown herein and shall give both a Performance Bond and a Labor and Material Payment Bond on the forms enclosed herewith. A Sample Letter of Credit is also enclosed as a guide for a bidder's security. The Insurance Schedule shall be followed and insurance coverage provided in the types and amounts shown. Since the standard certificate of insurance by its terms does not constitute proof of insurance, as indicated on the Insurance Schedule either a copy of the policy or a notarized letter from the insurance underwriter or carrier verifying the coverage is required. Time is of the essence of this contract, and so the insurance schedule must be promptly submitted to an authorized insurance agent. Since an insurance endorsement providing coverage for this contract is required, it is advisable to provide a copy of this contract to the insurance agent. - 25 - WORKERS' COMPENSATION CERTIFICATE The undersigned is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self- insurance in accordance with the provisions of that Code, and will comply with such provisions before commencing the performance of this Contract. CONTRACTOR Name Dated By Title By Title NOTE: The legal name of the bidder shall be set forth above. If the bidder is a corporation, two signatures are required, as follows: (1) the chairman of the board, the president, or any vice-president, and (2) the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer. If the bidder is a limited liability company, signatures are required of two members or managers unless otherwise provided in the company's articles of organization. If the bidder is a partnership, signatures are required of the partner or partners authorized to sign contracts on behalf of the partnership. Workers' Compensation Certificate - 1 - 26 - PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That WHEREAS, the City Council of the City of Vernon, a municipal corporation, by action on the day of 2002, has awarded to hereinafter designated as the "Principal", the contract for in Los Angeles County, California; and WHEREAS, said Principal is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract; NOW, THEREFORE, we, the Principal and , as Surety, are held firmly bound unto the CITY OF VERNON hereinafter called the "Obligee," in the penal sum of DOLLARS($ ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally and firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if the abovebounden Principal, his heirs, executors, administrators, successors or assigns shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, and agreements in said Contract, and any alteration thereof made as therein provided, on his part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the Obligee, its officers and agents, as therein stipulated, this obligation shall become null and void; otherwise it shall be and remain in full force and virtue. And the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or the specifications accompanying the same, shall in any way affect its obligation on this bond, and it does thereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the work or to the specifications, and said Surety agrees that in case suit is brought on this bond, Surety will pay City's reasonable Attorney's fees to be fixed by the court. Performance Bond - 1 IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by the Principal and Surety above named, on the day of 2002. Name (Attach Acknowledgment) By Name 0 M APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney (Principal) (Surety) (Attorney -in -fact) Performance Bond- 2 LABOR AND MATERIAL PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: That WHEREAS, the City Council of the CITY OF VERNON, a municipal corporation, by action on the awarded to day of hereinafter designated as the "Principal," Contract 2002, has for in Los Angeles County, California; and WHEREAS said Principal is required to furnish a bond in connection with said Contract providing that if said Principal or any of his subcontractors shall fail to pay for any materials, provisions, provender, or other supplies, or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Act, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, we, the Principal and as Surety, are held and firmly bound unto the CITY OF VERNON in the penal sum of DOLLARS ($ ), lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Franchise Tax Board from the wages of employees of the Contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the amount hereinabove set forth, and also will pay, in case suit is brought upon this bond, such reasonable attorneys' fees as shall be fixed by the court, pursuant to Section 3181 of the California Civil Code. Labor and Material Payment Bond - 1 This bond shall inure to the benefit of any of the persons named in Section 3181 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond, and the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or the work to be performed thereunder, or the specifications accompanying the same, shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work or to the specifications. IN WITNESS WHEREOF, three (3) identical counterparts of this instrument each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named on the day of 2002. Name (Principal) (Attach Acknowledgment) By Name By APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney (Surety) (Attorney -in -fact) Labor and Material Bond - 2 CONTRACTOR'S ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS The Contractor acknowledges that the Insurance Schedule contained herein has been reviewed, that a copy thereof has been submitted to an authorized insurance agent or broker, and that the proofs of insurance required therein will be submitted within thirty (30) days after notification of the acceptance of the Contractor's bid. The Contractor understands that the Contract will not be executed by the City of Vernon until all proofs of insurance have been received and approved as to form by the City Attorney. The Contractor agrees that failure to submit the required proofs of insurance within said thirty (30) days shall constitute grounds at the City's discretion for awarding the Contract to the next lowest bidder and for forfeiting the Contractor's bid bond. Date: Contractor LIM Title: INSURANCE SCHEDULE (CONTRACTOR) The Contractor shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I• Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer II. General Liability Premises Operations $1,000,000 $5,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $5,000,000 $1,000,000 Independent Contractors $1,000,000 $5,000,000 $1,000,000 Products - Completed Operations $1,000,000 $5,000,000 $1,000,000 Contract Liability $1,000,000 $5,000,000 $1,000,000 Umbrella Liability $1,000,000 $1,000,000 $1,000,000 a. The general liability policy shall contain the following special endorsements that shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under the City of Vernon Contract for this project. 4. Such other endorsement as may be required by addendum hereto. b. In addition to the standard certificate of insurance, proof of general and umbrella liability coverage shall be furnished in the form checked below. X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. A copy of each policy certified by an officer of the underwriter or carrier and notarized. PROOF OF INSURANCE APPROVAL AS TO FORM The proofs of the following insurance coverage have been received and approved as to form: (1) Broad Form Contractual Liability. (2) Automobile Liability. (3) Worker's Compensation. (4) Employer's Liability. (5) General Liability. (6) Umbrella Liability. Dated: EDUARDO OLIVO City Attorney INSURANCE FORM LETTER (To be issued on insurance carrier letterhead) Date: S A City Clerk M City of Vernon P 4305 Santa Fe Avenue L Vernon, CA 90058 E Re: Insurance for City of Vernon (description of permit or Contract) Policy Number(s) Named Insured: City Clerk: I hereby certify that the certificate of insurance attached hereto and made a part hereof by reference truly and accurately represents the above cited insurance policies and the insurance coverage of each for the named insured issued by (insurance carrier). The City of Vernon, its officers, and employees are included in said policies as additional insureds and the City of Vernon will be provided with thirty (30) days written notice of cancellation or material reduction of coverage. I certify that I am an officer of the insurance carrier named herein and that I am authorized to sign this certificate on behalf of said insurance carrier. Signature Title (Notary) (BANK OR SAVINGS AND LOAN ASSOCIATION LETTERHEAD) Date: S r:I City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 M P L E IRREVOCABLE LETTER OF CREDIT Contract Gentlemen: Please consider this letter as an Irrevocable Letter of Credit pledging that * in the amount of $ is/are deposited and guaranteed to insure the Contractor's faithful performance under Contract No. 565 in lieu of withholding any funds due the Contractor under progress payments. In compliance with Part 5 (commencing with Section 22300) of Division 2 of the California Public Contract Code, we agree that the funds or other securities designated by this instrument shall become trust funds for the purposes set forth in this instrument. This instrument shall terminate upon formal acceptance by the City Council of the City of Vernon of the work performed by the Contractor under said Contract. Any claims under this Irrevocable Letter of Credit shall be presented in the following manner: The City's written statement, signed by the Director of Community Services, certifying that there has been loss, damage or liability resulting from the Contractor's duties and obligations under Contract, or from negligence, act or omission of the Contractor, its agents, servants and employees (such statement to be substantiated by an attached detailed report) in the amount of the accompanying sight draft on us and that the amount of this draft is therefore now due and payable. The above statement will be all that is required to certify the amount set forth under this Irrevocable Letter of Credit, dated this date, is due and payable to the City of Vernon pursuant to the above -stated contract for Association) (Name of Bank or Savings and Loan ME 5 President Secretary ALL SIGNATURES MUST BE NOTARIZED Attach proper jurats • Securities as listed in Section 16430 of the Government Code, or bank or savings and loan certificates of deposit. EXHIBIT A 562 869 1883 SEr-04-2-002 WED 03:33 PM OLIVO & PLASCENCIA • FAX N0, 562 869 1883 P. 01 C.E.G CONSTRUCTION PICO RIVERA, CALIFORNIA PROJECT,. Two Story Office Building December 4, 2001 Estimated By ADDRESS: 3375 Slauson Avenue Jeff Shanholtzer CITY: Vomon, CA ESTIMATED BUDGET SPEC, NO. SUIT -TRADE AMOUNT 1 -ro-* PROJECT GENERALRE5U1REMF,.NTS 1061043,,88383 2 2-015 GRADE STAKING 3,760 3 2.070 SELECTIVk DEMOLITION 56,326 4 2-200 EARTHWORK 1,490 5 2.-270 EROSION CONTROL 64,729 6 2-510 ASPHALT PAVING 75,779 7 2-u70 SI'fC- CONCRETE 1,176 0 2-5110 PAVEMENT MARKING & BUMPERS 7,500 9 2-730 SEWER CONNEC•fION (ALLOWANCE) 35,000 10 2-a40 WROUGHT IRON FENCE & GATES 700 11 2-8G5 $I i'E FURNISHING/BIKE RACK 59,266 12 2-010 LANDSCAPE and IRRIGATION 35,900 13 3-210 REINFORCING STEEL 40,000 14 3-310 1-112" LT WT CONCRETE DECKING 184,200 15 3-460 TILT -UP - GENERAL 113,000 1G 5-120 STRUCTURAliMISCELANEOUS STEEL 192,600 17 6-115 MaZANINL• FRAMING 79,000 18 0-170 PANCLIZED ROOF STRUCTURE 1,390 619,400 19 7-200 INSULATION & R-19 UNDER ROOF INSULATION 20 7-510 BUILT -UN ROOFING 5,970 2.1 7.620 SKEET METAL FLASHING & TRIM 3,250 22 7.920 SEALANTS and CAULKING 20,200 23 8-210 WOOD DOORS & FRAMES 4,200 24 8-360 ROLLUP DOORS 49,840 25 8-810 C+l.AS5 & STOREFRONT 122A96 26 9-250 DRYWALL 32 27 9-310 CERAMIC WALL & FLOOR TILE 51,415 28 9.510 ACOUSTICAL CEILING 24,096 29 U-000 PAINTING INTERIOR & EXTERIOR 30 10-e00 TOILET & BATH ACCESSORIES 5,900 31 11-161 DOCK BUMPERS 1,220 ,5 11 32 1.1-240 HYDRAULIC ELEVATORS 2500 LBS 1$000 LBS 33 15-300 FIRE PROTECTION 5 59,,50 34 15-400 PLUM14ING 25000 214,700 35 15-500 HVAC 2 3G 16-100 ELECTRICAL , ,600 37 20-030 SURVEY 3 30 20-060 GEOLOGICAL SOIL RFPORT ,00 39 21.010 PROCESSING AND COORDINATION 3,000 40 21-020 ARCHITECTURAL DESIGN 4,00 41 2t-025 CIVIL ENGINEERING 8 ,500 42 21-030 STRUCTURAL ENGINEERING 15,500 10,300 43 21.040 MECHANICAL ENGINEERING 50 12,85 44 21-045 ELECTRICAL ENGINEERING 45 21-050 LANDSCAPE ARCHITECTURE , 159,155 46 22-010 PROJECT SUPERVISION SUBTOTAL 2,407,304 INSURANCE 26,263 MARK -UPI FEE; 219.021 -TOfA-L MSE lil N 2,652,5 IBIT EXHIBIT B 562 869 1883 SEP-04-2002 WED 03:33 PM OLIVO & PLASCENCIA ` ' ` FAX NO. 562 869 1883 P. 02 Exhibit "B" C.E.G. Construction Proposal Qualifications For Building Shell & T.1. Project: 3375 SWison Avenue Vernon, CA Dm:a1her 4, 2001 'Mis is based on site plan dated 10/15/01 provided By O.C. Engineering, Grade Staking: Approxamently 77,666 SF, Coordinate control plan, rough grade stakes and saw cut ivies, building pad and parking, blue trips, building pad certification, building corner stakes, curb and gutter stakes, sewer line I takes, electrical transformer st:rkos, trash enclosure stakes, wall stakes, and final grade certification. Selective Demo: Saw cut break and feIII0VC al)proxamcntly 1,250 SF city sidewalk for new driveway approach. Nat thwork: Construct approxanrcntly 20,000 SF building pad, perform all earthwork, and grading to.,clher with miscellaneous removals, clear & grub site, nuiss overexeavation (site & bldg, pact) cuts & fills, prepare project by imporlinglexporting materials to achieve proper grade elevations, materials to be compacted to optimmu density, rough grade site and building had to +/_ 1 /10 th ft., cut and grade for parking lot, planters, curbs aird gutters, backtill exterior building wails. Erosion Control: Furnish and place erosiou control poly birdseye sandbags (2) high at required locations per plan. Asphalt Paying Work: Approxarn(:ntly 39,230 SF of asphalt paving, includes applying weed killer, fine grade site area to receive 3" asphalt concrere paving over 4" of class 17 base, roll to compact, and I slot patch of asphalt at new drive approach. Site Concrete: C>nc new driveway approach approxamently 400 SR Approxamantly 850 Sr new city sidewalk, curb, gutter. Approxaniently 360 Sr- 6" trash enclosure slab. Approxamently 1,600 LF 6" type A planter curb approx. Approxamently 4,184 SP 4" path of travel around building with enbanccd front entrance slab, Concrew tiuck well. Concrete tnic1C dock. lease's for exterior light standards. P.weutent Kirkhigs and AumpLrs: Allowance 3% ol'A.C. Paving, furnish and install all parking bumpers, parkbir, stall striping, fire lane imi-kings, marked handicapped stalls (striping, markings, signs, paths of travel signs). Sewer Connection: Allow;mce for connecting sewer lateral in the street. Wrought iron Fetrce & Gates: Wmught iron fence approxamently 8' x 730 LF. 562 869 1883 SER-04-2002 WED 03:34 PM OLIVO & PLASCENCIA ' ' ' FAX NO. 562 869 1883 P. 03 Site burnishing/!like Rack: One (10) stall bike rack. Landscape and Irrigation: Approxantcntly 14,000 SF of miscellaneous foliage, trees, shrubs, grass and required irrigation. Reinforclog Steel: Furnish, f<<bricate and tic all deformed concrete reinforcing for foundations, slab on grade, tilt -up walls, trash enclusnre. Concrete Decking: Approxamently 20,000 Sr, of poured i n place [-1/2" Ughtweight concrete slab at mezzanine floor, includes forming, place and finish. Tilt -Up. Approxammntly 20,000 SF building shell includes, forming, place and finish of concrete for foundations, slab, walls, and erection of walls. Strnctur:ll114liscellujlenus ;steel: LICI( ics all UgUircd columns and beams for roof franwlg, mezzanine framing, curtain wall framing, trash gatus, shop coat printer, templates, and anchor bolts, ledger angles and splice plates, doorjamb guards, embeds, angle cord ties, wall railings, guard railing, structural steel canopy and interior roll -up door columns, rain gutters, steel stairs, hand railings, pipe bollards, sliect metal decking for mezzanine, hardware and fold welding relawd to this scope of work. Palletized Rnoliug: Approxalnently 20,000 SF panelized roofing, includes all glu-lam beams, purling, sub-purlins, framed air conditioning openings, roof hatch opening, roof blocking, plywood sheathing, catalog hardware, wood to wood connections and furnish embedded catalog hardware, tics and related welding. Insulation; First floor: l.)nflccd Matt, insulation -- exterior walls. Second floor: Unfaced Batt. Insulation -- exterior walls. Below Roof (lrrfaeed Hatt. Insulation R-19. Ruilt-111) Rooting: Approxamently 20,000 SF 4 ply Class A built-up roofing system and sbs modified flashing, autistic all flashing and pl'otrttsions. Sheet Metal Flashing & Trial: Approxamently 4001.E Sheet metal flashing & trim. Rouf Access Hatch 30" x 3'-0. Over flow scuppers. Sealant 43: Caulking: All Non rated and fire rated concrete panel expansion joints. Wood floor and Frame: (1 R) Doors and frames ground floor. (13) Doors and liwrics second floor, atoll -fitly D�yorr (1) 24 Gage heavy duty R ' x 12' roll -up door. (3) 24 Gaec Heavy duty 8' x 12' roll -up doors in warehouse 562 869 1883 SEP-04-2002 WED 03:34 PM OLIVO & PLASCENCIA ' ` ' FAX N0, 562 869 1883 P. 04 Glam & Storefront: Clear anodized finished ahrminum storefront windows, curtain wall assembly at main entrance, panel railing at muzzanitle, doors and sidelights,'/4" tempered glass, (color to be selected by owner), baskets, hardware, weather-stripping, MS lock with cylinder, cylinder guard and lock indicator, threshold, and door pulls, ovcncvad eoaccaled closures. Drywall ► otal Studs: Inelrlrles metal sled framing, f ypsuun wallboard, taping, sanding, and finish. first floor: barred walls at perimeters. Approxamently 591 LF Interior walls, Approxamently 1,339 LF Ceiling lids at fire corridor and restrooms. Approxamently 4,080 SF Second floor: Furred walls ,tt peritnerers. Approxamently 591 LF Interior walls. Approxim ently 1019 LF Ceiling lids at fire corridor and restrooms. Approxamently 3,564 SF Ceramic wall & Floor File: Ceramic floor & wall tiling at (4) restrooms 44" above finish floor. Painting: Prepare, prime and finish paint all exterior concrete walls, all interior drywall, office/mezzanine drywall build out, and doors, handrailiags, trash enclosure and gates, pipe bollarde, exterior side of rollup door, all paint is to be Dunn Uwards. Toilet & Bathroom Access - Four restroor,i5 with toilet accessories and partitions. Mck Bumpers - Heavy Davy duty laminated ntbber dock burnpers at all truck positions. Hydraulic Elevators: One (1) service car, electric hydraulic control, 5000 pound capacity and one (1) passenger car, electric hydraulic control, 2,500 pound capacity, 100 feel per minute, two (2) stops, two (2) openings in lice, # 4 swinless steel entrance doors and frames, D.C. powered with "infrared" multi -beam LAMBDA Non- cowact door reversal device, car enclosure steel framed shell with wood canopy, vertical plastic laminated raised panels at rear and side walls, # 4 stainless steel car front return, car door and rear handrails, aluminum eggcrate suspended ceiling, alurnutum car sill, single speed exhaust fan, emergency car lighting, braille mirkingi, telephone cabinet and wiring, certificate frame, one (1) "advanced" car operating panel, Dil;ital car position indicator, in -car direction lantern, car atl'ival gonlg, special features included independent service, sill support angles, earthquake restraints/seismic design per code, frrw»an's service as n;quirrd by code, LI/I, wiriq, U/L labeled entrances, pad hooks, ADA approved telephone, solid state soft start. Dive Sprinkle System: 40,000 SF of .33/2000 first floor and second floor, includes engineered drawings for automatic fire sprinkler system, underground fire service main including excavation and properly backftlled, compacted m ot)tinluurr density, control valve riser assemblies con)pletc with flow switch, drain valve and gauge assenihly, sprinkler heads, od ice, backilow prevention device, post 'indicator valves, fire department connection, detactor cheek valve, seismic bracing, PVC inspectors test drain discharge line to face of curb, (2) on -site: fire hydrant and sprinkler system at loading dock & T I. drops . 562 869 1883 SEP-04-2002 WED 03:34 PM OLIVO & PLASCENCIA ' ' ' FnX NO, 562 869 1883 'P. 05 I'lumbing: Sewer underground approxamently 300'L.F. Domestic water undergromid approxarnonrly 300' LF. Rou;;h in Future approxamently 1S0'LF. Roof Drains. Vcrtt pipes. Floor drains. Sump rump at loading clock. Fixture and (2) Water floater. Floor cloan oist, pressure regulator & backflow device. Condensation line for A/C. (2) Drinking fomminv. II-V.A.(;: 100 lons of air conditioning and heating; per specification of Karnal' s Iskander & Associates Inc Electrical: Provide all required Electrical, including: Primary & secondary service, Main service — 1200 snip, 277/480 volt, or similar for new building, phone conduit, elevator hook-up, gear package, grounding, slab box, all cmduit, wire, pim-1+, and transformers, exit signs, area switches. Provide all required electrical, including: lighting and CUJ1VCoie11Ce recGplarle circuits as required ilr accordance with office layout and plan, provide all required line voltage and disconnect for I1VAC equipment. Exterior light poles and exterior building lights, hook-up for sump pump, dock lighting and (1) keyless access system at front entrance. General Requirements" Contractor to provide all work as detailed in the attached EXHIBIT "A" for the set fee as listed, in accordance with terms as expressed for provided Allowances, Final costs contingent upon the completion ol'planning and die development of detailed project specifications. Exclusiotts., Standard excltlsrons: a. Design and installatioir of emergency alarm system. b. Hazardous material abatement. c. Building plan check or pennits. C' C'oulity & City fees, assessments, permits, testing & inspections. f. Allowances for scope changers beyond The present definition such as special equipment not listed oc changes in materials, quantities or quality. g. Removal of underground obstructions such as rocks, unknowing foundations, tanks, utilities, etc. h. Liquidated damages i. fife insurance and builder's all risk insurance (including earthquake and flood). J. Cost to provide general contractor's performance and payment bonds. (General Contractor is bondable). lc. Local fees and assessments as might be imposed stteh as sewerage facilities charges, city occupaliotlal tax, fees to fund fire hydrants and water improvements. 1. Firu monitoring or burglar alarm systems. m. All pipes or substraetures of any kind (Teleplrone/elcctrical poles, water meters, traffic sigimis, valves, fire hydrants) shown or not shown withut the right-of-way limits or in adjacent areas where thn improvement work is to be done shall be billed to the owner as a reimbursable. 4 562 869 1883 SEF=04- 002 WED 03:35 PM OLIUO & PLASCENCIA ` ' PAX NO, 562 869 1883 `P. 06 2. �prcificd rxclusions; a. Build out orindividual future offices. C onstnmLion (:ontrnt7 C:onslructiolt ccalitract will be a Standard C.E.G. l'ariu of agreement. PREPARED IIY: Jeff' Shanholtxor, LstilliatU)V/C.F?.G.COnstl-action Phone; (562) 948-4850 — exi 215 VAX: (562) 948-4456 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA,_,' l Mayor Pro—Tem� WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES \ Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 City Council City of Vernon Honorable Members: CITY HALL 4305 S T FE AVENqE, VERNOIS, CALIFORNIA 90058 T'H NE (323) 5 3-8811 $ gust 22, 2002 i EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 v� Since 1998, the City's Redevelopment Agency had actively pursued the implementation of a Business Technology Development Center (BTDC). On June 19, 2002, this legislative body approved that the development of the proposed Center no longer be a Redevelopment Agency Project and that the BTDC be pursued under the administration of the City. At this time it is necessary that the construction services for the construction of the proposed Center be retained. This has been reviewed by the City Attorney and it is hereby recommended that an agreement with Chalmers Corporation d.b.a. CEG Construction for the construction of the Center at an approximate cost of $2,850,000.00 including tax and building permit fees, be approved and executed. V ry truly yours, V, lot Bruce V. Malkenhorst� City Administrator/City Clerk BVM/gm CITY ADMINISTRATOR/CTTY CLERK'S Oe10E4 � INTER -OFFICE MEMORANDUM DATE: August 7, 2002 TO: Eduardo Olivo, City Attorney ROM: Bruce V. Malkenhorst, City Administrator/City Clerk RE: Business & Technology Development Center 3373 Slauson Avenue Vernon, CA Dear Eddie: Attached hereto is an agreement for construction with CHALMERS CORPORATION d.b.a. CEG Construction. As you are they are the contractor that staff has been working with in conjunction with the preliminary design stage for the proposed business & technology development center. At this time it is necessary to move forward with the project. I would like you to review the proposed agreement and make any necessary changes. I would very much like to get present this to the city council at their next meeting so your immediate attention to this matter is greatly appreciated. Thank you for your attention to this matter. P.S. Please keep in mind it was previously approved by the City Council that the project will no longer be a Redevelopment Agency project but will be handled by the City. When will the city be ready to transfer/purchase the property from the agency? cc: G. Tsujiuchi K. Wilson /gjo AGREEMENT THIS AGREEMENT (this "Agreement") is made this 7th day of August, 2002 between a ("Owner"), h w ose address is and CHALMERS CORPORATION, a California corporation d.b.a. ("Contractor"), California Contractor's License No B-665299, 7901 Crossway Drive, Pico Rivera, California 90660. C.E.G. Construction whose address is In consideration of the covenants and agreements herein contained, and for Other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. DESCRIPTION OF WORK Owner agrees to sign, file and record within two (2) days after receipt of all outstanding unconditional lien releases from Contractor and any Contractor agrees to construct and complete in a good workmanlike and Substantial manner, upon the real property hereinafter described, furnishing or causing to be furnished all labor, materials, tools and equipment to construct, utilizing its own employees and/or subcontractors to construct a two story concrete reinforced tilt -up building approximately 40,000 sq. ft as per the attached itemized breakdown and as additionally described in Exhibit "A" and "B" attached hereto and by this reference incorporated herein (hereinafter called the "structure", with the terms "project" and "work" sometimes being utilized in this Agreement to refer to Contractor's work on and construction of the structure and related site work), upon a parcel of real property commonly known as 3375 Slauson Avenue Vernon, CA. 2. CONTRACT DOCUMENTS The work is to be completed in substantial conformance with plans drawn by O.C. Engineering dated 10/15/01 Sheet A=1, A-2, A-3, C-1 & C-2 In the event of any inconsistency or conflict between the provisions of any agreements, plans and specifications, etc., prepared and/or executed with respect to this Agreement, change orders and written amendments to this Agreement executed by both parties shall prevail over this Agreement, which shall prevail over the approved plans and specifications, which shall prevail over any other written reports and documents in existence as of the date of this Agreement. The work is also to be completed in compliance with all applicable laws, ordinances, rules and regulations of competent public authority. 3. CONTRACT AMOUNT In consideration of the covenants and agreements hereunder, Owner agrees to pay to Contractor the sum of TWO MILLION SIX HUNDRED FIFTY-TWO THOUSAND FIVE HUNDRED EIGHTY-EIGHT DOLLARS ($2,652,588.00)(as same may be adjusted, the "contract price") in accordance with paragraph 4 below, subject to adjustment in accordance with the provisions of paragraph 10 and paragraph 26 below. In addition, and not as part of the contract price, Owner shall, immediately upon Contractor's request, pay (either directly to the party, agency or entity identified by Contractor, or to Contractor to reimburse Contractor for amounts advanced for the benefit of Owner or the project, as Contractor may specify) for all grading, demolition, building and other permits, bonds, plan check fees, utility company fees, fire department connection fees, school tax fees, sewer connection fees, concrete testing and inspector fees, deputy inspection fees, soil and other inspections, taxes and all other fees and assessments charged or levied against or with respect to the project, the structure, work and/or the Property, and shall promptly pay any fees and charges made or imposed by any public utility or public authority as payment for or reimbursement of the cost of providing sewers, drainage structures, streets, sidewalks and other utilities, improvements and similar facilities. To the extent any such amounts are advanced by Contractor, Owner shall reimburse them within five (5) days of the earlier of Contractor's demand or date of written invoice, without retainage. 4. PAYMENT PROCEDURE AND FINAL PAYMENT During the term of this Agreement, Contractor shall submit invoices to the Owner not more frequently than every two- (2) weeks. Prior to starting the Work Contractor shall submit an invoice for ten percent of the contract price. Subsequent invoices shall be based upon the schedules of values attached as Exhibit "A" and by this reference incorporated herein. Invoices shall indicate the percentage of completion of each portion of the work for which payment is sought. The percentage indicated shall include materials utilized and/or procured. Invoices shall be submitted based on value of the percentage of completion per the line item breakdown. Payments shall be made by Owner to Contractor within ten (10) days from the date of each invoice, with a five percent (5%) retention withheld until the substantial completion of the structure. Once the work is substantially completed, and lien releases have been provided to Owner or its construction lender by Contractor or its subcontractors, final payment, consisting of the unpaid balance of the contract price, shall be immediately due and payable, along with any and all retained amounts from progress payments (but subject to five percent (5%) retainage from the final payment amount for outstanding punch list items, which retainage shall be immediately paid to Contractor upon completion of such items). If Owner fails to pay Contractor any amount when due hereunder, Contractor may, at any time thereafter, serve a written notice to Owner that the work will be stopped within (5) days after the date of such notice period, and after such notice, in addition to all of its other rights and remedies hereunder, stop the work until payment of all amounts owing have been received by Contractor. Payments due but unpaid shall bear interest from the date due until paid at the lesser of the "prime rate" published on the date upon which the payment (s) becomes delinquent, as set forth in the Western Edition of The Wall Street Journal, plus four percent (4%), or the highest amount allowed by law. The concept of "substantial completion" shall mean that stage of completion which occurs on the earlier of the date when possession of the structure is taken by Owner or any tenant, or when the work remaining to be completed is of such character as to not prevent reasonable use and occupancy of the structure. S. TIME OF COMMENCEMENT AND COMPLETION This Agreement shall become effective upon execution of this agreement by both parties. Contractor agrees to commence construction hereunder promptly after issuance of all building and other permits with respect to the Property and the structure and to prosecute the work thereafter diligently to completion, and in any and all events to substantially complete the structure within 220 calendar days after the receipt of all building permits needed for the project, all subject to paragraph 11 below. 2/ 6. EXCLUSIONS The following items are additional to and separate from the work to be provided by Contractor as part of the contract price under this Agreement, but may be performed by Contractor for an agreed upon additional fee at the request of Owner: (a) Consultations, negotiations and preparation of documentation supporting the procurement of project financing. (b) Consultations and services other than normal assistance in procuring building permits and/or appearing before governmental authorities in connection with the project. (c) Interior design, including procurement and placement of furniture, furnishings, artwork and decorations. (d) Design, coordination, management and other services supporting the procurement of telephone systems, computer wiring networks, any alarms, security systems and other special systems, which are not a part of this Agreement. (e) Soils inspections. (f) Offsite improvements beyond the matters specified in the contract documents. (g) services requested by Owner which are not normally part of generally accepted construction practice. (h) Hazardous material abatement. (i) Building plan check, permits and fees. M County and City fees, assessments, permits, testing & inspections. (k) Removal of underground obstruction such as rocks, unknowing foundations, tanks, utilities, etc. (1) Liquidated damages. (m) Fire insurance and builder's all risk insurance (including earthquake and flood) . (n) Cost to provide general contractor's performance and payment bonds. (General Contractor is Bondable). (o) Local fees and assessments as might be imposed such as sewerage facilities charges, city occupational tax, fees to fund fire hydrants and water improvements. (p) All pipes or substructures of any kind (Telephone/electrical poles, water meters, traffic signals, valves, fire hydrants) shown or not shown within the right-of-way limits or in adjacent areas where the improvement work is to be done shall be billed to the owner as a reimbursable. (q) Utility fees or charges. (r) Deputy inspection fees. 3 (s) City taxes and license fees. (t) Plan duplication. 7. CONTRACTOR'S FINANCIAL RESPONSIBILITY Contractor shall promptly pay, for Owner's account, all valid bills and charges for material, labor or otherwise in connection with or arising out of the construction of the structure by Contractor, as set forth in this Agreement, subject to Owner's performance of its obligations under this Agreement. Should any liens or claims of liens be filed or recorded against the Property as a result of a breach of the foregoing covenant, Contractor shall within ten (10) days of written demand by Owner either pay and discharge the same and cause the same to be released of record, or shall furnish a surety bond in an amount equal to at least of the amount of the contested lien. 8. OWNER'S RESPONSIBILITIES Owner shall designate a representative who shall at all times be fully informed with respect to the project and who shall have authority to approve changes in the scope of the work and the project, render decisions promptly and furnish information expeditiously and in time to enable Contractor to meet the time schedule set forth in paragraph 5. Owner's representative shall be 9. PLANS AND SPECIFICATIONS The plans and specifications and other contract documents are intended to supplement each other, so that any work described in one or more and not mentioned in another are to be executed the same as if they were mentioned and set forth in each, except if the context requires otherwise. 10. CHANGES IN SCOPE OF WORK AND COMPLETION Should Owner at any time during the progress of the work request any modifications, alterations or deviations in, or additions to, this Agreement or the plans or specifications, it shall be at liberty to do so, and the same shall in no way make void this Agreement, but the cost of the item (s) subject to change (and agreed to by Contractor) shall be added to the contract price and shall be paid to the Contractor, based upon the cost of labor and materials for such change, as estimated by Contractor, plus (a) six percent (6%) of such cost for supervision, and (b) nine percent (9t) of the combined supervision labor and materials for Contractor's profit. Payments for such extra work shall be made concurrently with or in the same manner as the other payments made under paragraph 4 of this Agreement. The work under this Agreement shall be deemed completed when the project is finished in accordance with the original agreed -upon plans and specifications, as amended or modified by such changes, and changes required by any applicable government agency. Upon the demand of either Owner or Contractor, the character and cost of the proposed or required changes or extra work shall be fixed in writing, and 4 signed by Owner and Contractor, prior to performance; provided, however, that Contractor shall not be deemed to have waived any right to compensation for extra work if the same is not provided in writing (it being understood that the parties shall cooperate in order to execute written confirmations of oral change orders). Should Owner request the omission of any work, the cost of the labor and materials omitted (as estimated by Contractor) Shall be subtracted from the balance of the contract price at the time of Owner's request in writing with no allowance deducted for overhead and profit of Contractor. Such reductions in the contract price shall be limited to the reduction in cost to Contractor resulting from the deleted work. Changed work required by governmental agencies or entities, latent, concealed or subsurface physical conditions which were not reasonably anticipated as of the date of this Agreement and/or mistakes or deficiencies in any plans or specifications prepared by any architect or engineer retained by Owner shall result in an increase in the contract price by change order (in the amount of the additional labor, materials, supervision and profit attributable to the change in question) promptly after the work is required or condition or mistake or deficiency is detected. Similarly, additional work performed by Contractor due to emergency circumstances shall be the subject of change orders and increases in the contract price. 11. DELAYS The Contractor shall be excused for any delay in completion of the work caused by acts of God, acts or omissions of Owner or Owner's agents which interferes with Contractor's ability to work, stormy weather, wet soil conditions, extra work requested by Owner, acts of public utilities, public bodies or inspectors, failure of Owner to timely make progress and/or other payments or other contingencies beyond the reasonable control of Contractor. 12. RESPONSIBILITY FOR DAMAGE The Contractor shall not be responsible for any damage occasioned by the negligent acts of Owner or Owner's agents, acts of God, earthquake, or other causes beyond the control of the Contractor, unless otherwise herein specifically provided. If Owner becomes aware of any error, omission or failure to meet the requirements of the contract documents or any fault or defect in the work, Owner shall give prompt written notice thereof to Contractor. 13. OWNER'S ACCEPTANCE OF WORK When Contractor claims that the work has been substantially completed, Owner and Contractor shall inspect the structure and prepare a punch list identifying any remaining items to be completed per the plans and specifications. The final retainage shall be due upon completion of the items on said list, as specified in paragraph 4. In making the final payment under this Agreement (subject to punch list items), Owner shall be deemed to have waived all rights and claims against Contractor except with respect to outstanding liens, improper workmanship or defective materials appearing within one (1) year after the substantial completion of the structure, or the provisions of any special warranties provided in writing by Contractor. 14. NOTICE OF COMPLETION subcontractors, and the completion and acceptance of the work, a notice of completion. If Owner fails to so record a notice of completion, upon the occurrence of all the events set forth above, then Owner hereby appoints Contractor as Owner's agent and/or attorney -in -fact to sign and record a notice of completion on behalf of Owner. 15. INSURANCE Contractor will procure, at its own expense and before the commencement of work hereunder, general liability insurance with a minimum limit per occurrence of $5,000,000. Such policy shall provide for Owner to be named as an additional insured. In addition, Contractor will carry workers' compensation insurance for the protection of Contractor's employees during the progress of the work. Owner shall procure and maintain at its own expense, effective prior to the commencement of any work hereunder, fire and casualty insurance, with course of construction, all physical loss and vandalism, and malicious mischief clauses attached, with such insurance to be in a sum equal to not less than the greater of one hundred percent (100%) of the insurable value of the improvements at the time of any loss, or the contract price, with such insurance naming Owner and Contractor, as their interests may appear. Such insurance shall insure against loss from the perils of fire and extended coverage, and shall include "all-risk" insurance for physical loss or damage, including theft, vandalism, malicious mischief, collapse, flood, earthquake and damage resulting from defective design, workmanship or material. Owner shall be responsible for any deductibles. Owner shall also procure and maintain boiler and machinery insurance, as may be reasonably necessary, insuring the interests of Owner and Contractor. Should Owner fail to procure any such insurance, Contractor may procure such insurance, as agent for Owner (without any obligation to do so), Owner shall immediately upon demand reimburse Contractor for all costs and expenses related thereto. Owner assumes all risks covered by standard builder's all-risk insurance policy with respect to all improvements. Owner and Contractor hereby waive, and at all times will waive, all rights against each other and their respective employees, agents, consultants, subcontractors and sub -subcontractors, for damages caused by risks covered by the insurance provided under this paragraph, except such rights as they may have to the proceeds of such insurance. If the policies of insurance referred to in this paragraph require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. 16. HAZARDOUS MATERIALS Owner recognizes that Contractor is a construction firm, with no experience in detecting or remediating hazardous materials (as such term is defined in any federal, state and/or local law, ordinance, regulation or interpretive case) and that the Contractor is not the "operator" of the project of Property.. If after the commencement of the project, any hazardous materials are discovered at the Property, Contractor shall be entitled to immediately stop its work in the affected area, and Contractor shall report the condition to Owner, and, if required by applicable law, to any appropriate governmental agency. Contractor shall not be obligated to perform any work relating to or in any area containing hazardous materials without further written agreement. All remediation measures shall be the sole responsibility of Owner, and shall be performed in a manner minimizing any adverse effect upon the work of Contractor. If Contractor incurs additional costs and/or is delayed due to the presence of hazardous materials, Contractor shall be entitled to an equitable increase in the contract price, and a delay in the scheduled date of completion of the G project. To the fullest extent allowed by law, Owner shall indemnify, defend and hold harmless Contractor and its agents, officers, directors and employees, from and against any and all claims, damages, losses, costs and expenses, whether direct, indirect or consequential, including but not limited to attorney's fees, costs and expenses incurred, arising out of or relating to any hazardous materials at the Property, regardless of the fault negligence or liability of the indemnitee. 17. TERMINATION In addition to any remedy set forth in this Agreement, Contractor may terminate the work upon seven (7) days' prior written notice to Owner, in the event that the work has been stopped for a thirty (30) day period through no fault or act of Contractor, if Owner materially delays Contractor or any subcontractor in the performance of the work, and/or if Owner otherwise materially breaches this Agreement. Upon any such termination by Contractor, Contractor shall be entitled to recover from Owner payment for all work executed and for any additional loss, cost or expense in connection with the work, including, without limitation, for labor and materials previously ordered, plus all lost profit and overhead, demobilization costs and the cost of renting or purchasing any equipment procured in connection with this project. In addition, and in any event, Contractor shall be entitled to pursue any and all rights and remedies available at law or equity for breach of this Agreement by Owner. 18. EARLY OCCUPANCY If Owner or any tenant requests occupancy of the structure before Contractor has completed its work, Owner will hold Contractor harmless from all disruption, delay, or interference with the progress of Contractor work that may occur as a result of such early occupancy, and will indemnify Contractor and save it harmless from all claims, liability, loss and expense, including attorney's fees, asserted or incurred as a result of the activities of Owner or tenant of their agents, contractors, employees or subcontractors or persons acting under them including delay, interference, personal injury, bodily injury, and property damage. Owner shall not indemnify Contractor for claims, liability, loss or expense caused by the sole fault or negligence of Contractor. 19. ATTORNEY'S FEES The prevailing party in any action or proceeding to enforce the terms shall be entitled to recover from the other party attorneys' and consultants' fees and costs incurred, in addition to any other remedy granted. 20. ARBITRATION Any dispute arising out of or related to the performance of the work or the interpretation of this contract, shall be decided by arbitration in accordance with the Construction Industry Rules of the American Arbitration Association, and judgment may be entered on the award. Any architect, consultants, subcontractors, sub -subcontractors, suppliers, and construction lenders will all be bound by this arbitration clause and will participate in the arbitration proceedings if they have signed a document that incorporates or refers to this arbitration clause. 7 The arbitrator will award reasonable attorney's fees to the prevailing party or parties. All parties will allow all other parties to inspect and copy their job records, and such other books and records as may be ordered by the arbitrator. The arbitrator may award any form of interlocutory and permanent relief that could be awarded by a court. Any party, without waiving the right to arbitrate the controversy, may apply to a court of competent jurisdiction for provisional relief, writs, attachments or injunctions that may not be available in arbitration. 21. CLEANUP Upon the completion of the work Contractor agrees to remove all debris and surplus materials from its work at the Property (including the structure) and leave the Property in a neat and orderly condition. 22. ASSIGNMENT Assignment of this Agreement by either party without the written consent of the other party is prohibited. However, in the event of such an assignment, whether consented to or not, the assignee of this Agreement by such assignment shall become obligated under the terms of this Agreement to perform all the duties of the assignor. This assumption of duties, however, shall not relieve the assignor of any of the assignor's duties under this Agreement. The obligations of the assignor and assignee shall be joint and several. 23. GUARANTEE Contractor hereby warrants and guarantees the work performed by it hereunder for a period of one year from and after the date that the project is substantially completed against defects in workmanship and/or materials. Contractor will promptly correct and remedy any defects occurring during the warranty period without cost or expense to Owner, except to the extent resulting from the acts or omissions of Owner or its employees, invitees or representatives, or third parties. 24. SUPPLEMENTAL DOCUMENTS This Agreement is based upon and is subject to the terms and conditions of the documents and other items expressly referred to herein. Said documents are hereby incorporated as a part of this Agreement. 25. RIGHT TO APPROVE FINANCIAL ARRANGEMENTS Before commencement of the work, owner shall disclose to contractor its arrangements for financing payments required under this contract. Contractor will have no obligation to commence work until satisfied that such financial arrangements are reasonably adequate to assure payment of the contract price. Owner agrees that if special requirements are imposed on Contractor to receive payments due under this Agreement, such as being required to submit vouchers through a bank or a disbursement company for payment or payment of subcontractors or suppliers, a one percent fee shall be added to the contract price. 8 26. CONTRACTOR'S LICENSE NOTICE Contractors are required by law to be licensed and regulated by Contractors' State License Board. any questions concerning a contractor may be referred to the Register, Contractors' State License Board, 9835 Goethe Road, Sacramento, California. Mailing address: P.O. Box 26000, Sacramento, California 95826 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Owner: By: (DATE) Its: Contractor: Chalmers Corporation dba. C.E.G. Construction By: Mr. Tracy John Chalmers (DATE) Its: President .61 C.E.G CONSTRUCTION PICO RIVERA, CALIFORNIA Exhibit "A" PROJECT: Two Story Office Building August 7, 2002 Estimated By ADDRESS: 3375 Slauson Avenue Jeff Shanholtzer CITY: Vernon, CA ESTIMATED SPEC. BUDGET NO. SUB -TRADE AMOUNT 1 1-005 PROJECT GENERAL REQUIREMENTS 106,104 2 2-015 GRADE STAKING 3,883 3 2-070 SELECTIVE DEMOLITION 3,750 4 2-200 EARTHWORK 56.326 5 2-270 EROSION CONTROL 1,490 6 2-510 ASPHALT PAVING 64,729 7 2-570 SITE CONCRETE 75,779 8 2-580 PAVEMENT MARKING & BUMPERS 1,176 9 2-730 SEWER CONNECTION (ALLOWANCE) 7,500 10 2-840 WROUGHT IRON FENCE & GATES 35.000 11 2-865 SITE FURNISHING/BIKE RACK 700 12 2-910 LANDSCAPE and IRRIGATION 39,266 13 3-210 REINFORCING STEEL 100,900 14 3-310 1-1/2" LT WT CONCRETE DECKING 40.000 15 3A60 TILT -UP - GENERAL 184,200 16 5-120 STRUCTURAUMISCELANEOUS STEEL 113,090 17 6-115 MEZZANINE FRAMING 192.600 18 6-170 PANELIZED ROOF STRUCTURE 79,000 19 7-200 INSULATION & R-19 UNDER ROOF INSULATION 61,390 20 7-510 BUILT-UP ROOFING 19,400 21 7-620 SHEET METAL FLASHING & TRIM 5,970 22 7-920 SEALANTS and CAULKING 3,250 23 8-210 WOOD DOORS & FRAMES 20,290 24 8-360 ROLLUP DOORS 4,200 25 8-810 GLASS & STOREFRONT 49,840 26 9-250 DRYWALL 122.496 27 9-310 CERAMIC WALL & FLOOR TILE 36,432 28 9-510 ACOUSTICAL CEILING 51,415 29 9-900 PAINTING INTERIOR & EXTERIOR 24,096 30 10-800 TOILET & BATH ACCESSORIES 5.900 31 11-161 DOCK BUMPERS 1,220 32 14-240 HYDRAULIC ELEVATORS 2500 LBS / 5000 LBS 113,250 33 15-300 FIRE PROTECTION 75.757 34 15-400 PLUMBING 59,550 35 15-500 HVAC 225,000 36 16-100 ELECTRICAL 149.700 37 20-030 SURVEY 2,800 38 20-060 GEOLOGICAL SOIL REPORT 3,800 39 21-010 PROCESSING AND COORDINATION 3,000 40 21-020 ARCHITECTURAL DESIGN 47,000 41 21-025 CIVIL ENGINEERING 8,500 42 21-030 STRUCTURAL ENGINEERING 15.500 43 21-040 MECHANICAL ENGINEERING 16,300 44 21-045 ELECTRICAL ENGINEERING 13,750 45 21-050 LANDSCAPE ARCHITECTURE 2.850 46 22-010 PROJECT SUPERVISION 159.155 SUBTOTAL 2,407, 304 INSURANCE 26,263 MARK-UP/ FEE: 219,021 TOTAL BASE BID AMOUNT 2,652,588 Exhibit "B" C.E.G. Construction Proposal Qualifications For Building Shell & T.I. Project:3375 Slauson Avenue Vernon, CA August 7, 2002 This is based on site plan dated 10/15/01 provided By O.C. Engineering. Grade Staking: Approximately 77,666 SF, Coordinate control plan, rough grade stakes and saw cut lines, building pad and parking blue tops, building pad certification, building corner stakes, curb and gutter stakes, sewer line stakes, electrical transformer stakes, trash enclosure stakes, wall stakes, and final grade certification. Selective Demo: Saw cut break and remove Approximately 1,250 SF city sidewalk for new driveway approach. Earthwork: Construct Approximately 20,000 SF building pad, perform all earthwork, and grading together with miscellaneous removals, clear & grub site, mass overexcavation (site & bldg. pad) cuts & fills, prepare project by importing/exporting materials to achieve proper grade elevations, materials to be compacted to optimum density, rough grade site and building pad to +/- 1/10 th ft., cut and grade for parking lot, planters, curbs and gutters, backfill exterior building walls. Erosion Control: Furnish and place erosion control poly birdseye sandbags (2) high at required locations per plan. Asphalt Paving Work: Approximately 39,230 SF of asphalt paving, includes applying weed killer, fine grade site area to receive 3" asphalt concrete paving over 4" of class 11 base, roll to compact, and P slot patch of asphalt at new drive approach. Site Concrete: One new driveway approach Approximately 400 SF. Approximately 850 SF new city sidewalk, curb, gutter. Approximately 360 SF 6" trash enclosure slab. Approximately 1,600 LF 6" type A planter curb approx. Approximately 4,184 SF 4" path of travel around building with enhanced front entrance slab. Concrete truck well. Concrete truck dock. Bases for exterior light standards. Pavement Markings and Bumpers: Allowance 3% of A.C. Paving, furnish and install all parking bumpers, parking stall striping, fire lane markings, marked handicapped stalls (striping, markings, signs, paths of travel signs). Sewer Connection: Allowance for connecting sewer lateral in the street. Wrought Iron Fence & Gates: Wrought iron fence Approximately 8' x 736 LF. Site Furnishing/Bike Rack: One (10) stall bike rack. Landscape and Irrigation: Approximately 14,000 SF of miscellaneous foliage, trees, shrubs, grass and required irrigation. Reinforcing Steel: Furnish, fabricate and tie all deformed concrete reinforcing for foundations, slab on grade, tilt -up walls trash enclosure. Concrete Decking: Approximately 20,000 SF of poured in placel-1/2" lightweight concrete slab at mezzanine floor, includes forming, place and finish. Tilt -Up: Approximately 20,000 SF building shell includes, forming, place and finish of concrete for foundations slab, walls, and erection of walls. Structural/Miscellaneous Steel: Includes all required columns and beams for roof framing, mezzanine framing, curtain wall framing, trash gates, shop coat primer, templates, and anchor bolts, ledger angles and splice plates, door jamb guards, embeds, angle cord ties, wall railings, guard railing, structural steel canopy and interior roll -up door columns, rain gutters, steel stairs, hand railings, pipe bollards, sheet metal decking for mezzanine, hardware and field welding related to this scope of work. Panelized Roofing: Approximately 20,000 SF panelized roofing, includes all glu-lam beams, purlins; sub-purlins, framed air conditioning openings, roof hatch opening, roof blocking, plywood sheathing, catalog hardware, wood to wood connections and furnish embedded catalog hardware, ties and related welding. Insulation: First floor: Unfaced Batt. Insulation — exterior walls. Second floor: Unfaced Batt. Insulation — exterior walls. Below Roof Unfaced Batt. Insulation R-I9. Built-up Roofing: Approximately 20,000 SF 4 ply Class A built-up roofing system and sbs modified flashing, mastic all flashing and protrusions. Sheet Metal Flashing & Trim: Approximately 400 LF Sheet metal flashing & trim. Roof Access Hatch 30" x 3'-0. Over flow scuppers. Sealant & Caulking: All Non rated and fire rated concrete panel expansion joints. Wood Door and Frame: (18) Doors and frames ground floor. (13) Doors and frames second floor. Roll -Up Door: (1) 24 Gauge heavy duty 8 ' x 12' roll -up door. (3) 24 Gauge heavy duty 8' x 12' roll -up doors in warehouse Glass & Storefront: Clear anodized finished aluminum storefront windows, curtain wall assembly at main entrance, panel railing at mezzanine, doors and sidelights,''/<" tempered glass, (color to be selected by owner), gaskets, hardware, weather-stripping, MS lock with cylinder, cylinder guard and lock indicator, threshold, and door pulls, overhead concealed closures. Drywall & Metal Studs: Includes metal stud framing, gypsum wallboard, taping, sanding, and finish. First floor: Furred walls at perimeters. Approximately 591 LF Interior walls. Approximately 1,339 LF Ceiling lids at fire corridor and restrooms. Approximately 4,080 SF Second floor: Furred walls at perimeters. Approximately 591 LF Interior walls. Approximately 1,019 LF Ceiling lids at fire corridor and restrooms. Approximately 3,564 SF Ceramic Wall & Floor Tile: Ceramic floor & wall tiling at (4) restrooms 44" above finish floor. Acoustical Ceiling Tile: Install white 2X4 Donn tee -bar and non -directional fissured lay -in ceiling tiles mezzanine and first floor areas as per site plan along with installing seismic wiring using 3/4" conduit compression posts. Painting: Prepare, prime and finish paint all exterior concrete walls, all interior drywall, office/mezzanine drywall build out, and doors, handrailings, trash enclosure and gates, pipe bollards, exterior side of rollup door, all paint is to be Dunn Edwards. Toilet & Bathroom Access: Four restrooms with toilet accessories and partitions. Dock Bumpers: Heavy duty laminated rubber dock bumpers at all truck positions. Hydraulic Elevators: One (1) service car, electric hydraulic control, 5000 pound capacity and one (1) passenger car, electric hydraulic control, 2,500 pound capacity, 100 feet per minute, two (2) stops, two (2) openings in line, # 4 stainless steel entrance doors and frames, D.C. powered with "infrared" multi -beam LAMBDA Non - contact door reversal device, car enclosure steel framed shell with wood canopy, vertical plastic laminated raised panels at rear and side walls, # 4 stainless steel car front return, car door and rear handrails, aluminum eggcrate suspended ceiling, aluminum car sill, single speed exhaust fan, emergency car lighting, braille markings, telephone cabinet and wiring, certificate frame, one (1) "advanced" car operating panel, Digital car position indicator, in -car direction lantern, car arrival gong, special features included independent service, sill support angles, earthquake restraints/seismic design per code, fireman's service.as required by code, U/L wiring, U/L labeled entrances, pad hooks, ADA approved telephone, solid state soft start. Fire Sprinkle System: 40,000 SF of .33/2000 first floor and second floor, includes engineered drawings for automatic fire sprinkler system, underground fire service main including excavation and properly backfrlled, compacted to optimum density, control valve riser assemblies complete with flow switch, drain valve and gauge assembly, sprinkler heads, orifice, backflow prevention device, post indicator valves, fire department connection, detector check valve, seismic bracing, PVC inspectors test drain discharge line to face of curb, (2) on -site fire hydrant and sprinkler system at loading dock & T.I. drops . Plumbing: Sewer underground Approximately 300'LF. Domestic water underground Approximately 300' LF Rough in Future Approximately 180'LF. Roof Drains. Vent pipes. Floor drains. Sump pump at loading dock. Fixture and (2) Water Heater. Floor clean out, pressure regulator & backflow device Condensation line for A/C. (2) Drinking fountains. H.V.A.C: 100 tons of air conditioning and heating; per specification of Kamal' s Iskander & Associates Inc Electrical: Provide all required Electrical, including: Primary & secondary service, Main service — 1200 amp, 277/480 volt, or similar for new building, elevator hook-up, gear package, grounding, slab box, all conduit, wire, panels, and transformers, exit signs, area switches. Provide all required electrical, including: lighting and convenience receptacle circuits as required in accordance with office layout and plan, provide all required line voltage and disconnect for HVAC equipment. Exterior light poles and exterior building lights, hook-up for sump pump, dock lighting and (1) keyless access system at front entrance. General Requirements: Contractor to provide all work as detailed in the attached EXHIBIT "A" for the set fee as listed, in accordance with terms as expressed for provided Allowances, Final costs contingent upon the completion of planning and the development of detailed project specifications. Exclusions: Standard exclusions: a. Design and installation of emergency alarm system. b. Hazardous material abatement. c. Building plan check or permits. e. County & City fees, assessments, permits, testing & inspections. f. Allowances for scope changes beyond the present definition such as special equipment not listed or changes in materials, quantities or quality. g. Removal of underground obstructions such as rocks, unknowing foundations, tanks, utilities, etc. h. Liquidated damages i. Fire insurance and builder's all risk insurance (including earthquake and flood). j. Cost to provide general contractor's performance and payment bonds. (General Contractor is bondable). k. Local fees and assessments as might be imposed such as sewerage facilities charges, city occupational tax, fees to fund fire hydrants and water improvements. 1. Fire monitoring or burglar alarm systems. m. All pipes or substructures of any kind (Telephone/electrical poles, water meters, traffic signals, valves, fire hydrants) shown or not shown within the right-of-way limits or in 4 adjacent areas where the improvement work is to be done shall be billed to the owner as a reimbursable. 2. Specified exclusions: a. Build out of individual future offices b. Flooring c. Electrical Distribution per tenant requirments d. Reception Desk/Millwork e. Refrigerator and Appliances f. Data, Computer and Telephone Wiring Construction Contract: Construction contract will be a Standard C.E.G. form of agreement. PREPARED BY: Jeff Shanholtzer, Estimator/C.E.G.Construction Phone: (562) 948-4850 — ext 215 FAX: (562) 948-4456 adjacent areas where the improvement work is to be done shall be billed to the owner as a reimbursable. 2. Specified exclusions: a. Build out of individual future offices b. Flooring c. Electrical Distribution per tenant requirments d. Reception Desk/Millwork e. Refrigerator and Appliances f Data, Computer and Telephone Wiring Construction Contract: Construction contract will be a Standard C.E.G. form of agreement. PREPARED BY: Jeff Shanholtzer, Estimator/C.E.G.Construction Phone: (562) 948-4850 — ext 215 FAX: (562) 948-4456