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Resolution No. 83922 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 RESOLUTION NO. 8392 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF VERNON AND CAL PARTITIONS, INC. FOR THE MALBURG GENERATING STATION PROJECT WHEREAS, the City of Vernon ("City") is constructing a 134 MW Combined Cycle Power Plant, the Malburg Generating Station (the "Malburg Project"), for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City's inhabitants; and WHEREAS, on July 16, 2003, the City Council of the City of Vernon adopted Resolution No. 8252 with the intention of expediting the purchase of supplies and services for the Malburg Project; and WHEREAS, to facilitate the construction of the Malburg JProject, the City needs to create suitable office space to house support staff and provide storage at 2670 Leonis Boulevard in the City of Vernon (the "Leonis Property"); and WHEREAS, certain building improvements are required to effectuate the relocation of the City's staff; and WHEREAS, on or about January 21, 2004, Cal Partitions, Inc. ("Cal Partitions"), provided the City with a proposal to provide workstations for the remodeling of the offices located at the Leonis Property; and WHEREAS, on February 24, 2004, the Finance Committee 1considered the recommendation of Bruce V. Malkenhorst, Director of Finance, to retain the services of Cal Partitions to provide workstations for the remodeling to facilitate the construction and 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 operation of the Malburg Project; 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 a contract with Cal Partitions. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 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 Equipment Purchase and Professional Services Contract with Cal Partitions, Inc., a copy of which is 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 Contract 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 Contract to: Cal Partitions, Inc. Attn. Keith Peckham 23814 President Avenue Harbor City, CA 90710 - 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 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 3rd day of March, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MAL URG, Ma or - 3 - 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. 8392, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, March 3, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) w� BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 1 2 3 4. 5'. 6i 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 3rd day of March, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN AND THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 CAL PARTITIONS, INC. (hereinafter referred to as "Cal Partitions") 23814 President Avenue Harbor City, CA 90710 WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that in order to continue with the renovations of its facility at 2670 Leonis Boulevard, it needs the services of a company to supply and install the following: sixteen (16) Aluma-Wall workstations, each containing one (1) three drawer BBF pedestal, one (1) 42" wide open shelf and one (1) tasklight; and acoustical carpet (hereinafter collectively referred to as the "Workstations"); and WHEREAS, Cal Partitions prepared a Proposal dated I January 21, 2004, to provide the Workstations (hereinafter referred to 2 as the "Proposal"), a copy of which is attached hereto as Exhibit "A" 3 and made a part hereof; and 4 WHEREAS, Cal Partitions represents that it is qualified and 5 capable of furnishing the Workstations and performing the installation 6 services that the City requires as set forth in the Proposal and is 7 willing to do so on the terms and conditions set forth below; and 8 WHEREAS, the City desires to enter into an agreement with 9 Cal Partitions to provide for the labor and materials necessary for 10 the Workstations. 11 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 12 FORTH HEREIN: 13 1. Scope of Services. 14 Cal Partitions agrees to sell, deliver and install the 15 necessary material and equipment for the Workstations as set forth and 16 described in detail under the "Option #2" (with used -very good 17 condition -acoustical carpet gray fabric) heading in the attached 18 Exhibit "A". In the event of a conflict between the Proposal and this 19 Contract, the terms of this Contract shall prevail. 20 2. Time of Performance. 21 Cal Partitions' performance as identified herein shall 22 commence upon the full execution of this Contract and shall be 23 completed by Cal Partitions pursuant to the terms of the Proposal, 24 unless otherwise terminated or extended. Delivery of the equipment is 25 expected no later than four (4) weeks from the issuance of the City's 26 Purchase Order. If delivery of the Workstations is not completed 27 within this time period, the City shall have the option of canceling 28 this Contract in order to proceed with the purchase and installation - 2 - I of the equipment and services from another vendor, if one can be 2 located. The delivery date may also be extended at the City's sole 3 discretion for an additional thirty (30) days, or such other time as 4 the parties may agree. 5 3. Price. 6 The total amount to be paid to Cal Partitions for the 7 Workstations, as described in the Proposal, shall not exceed the sum 8 of Sixteen Thousand Nine Hundred Ninety -Five Dollars and No Cents 9 ($16,995.00), plus applicable taxes. 10 4. Payment Terms. 11 City agrees to pay Cal Partitions for the full amount due 12 under the Contract for the Workstations within thirty (30) days after 13 City's receipt and acceptance of the Workstations and the City's 14 receipt of an invoice from Cal Partitions. 15 5. Change and Extra Services. City reserves the right to 16 request changes in the equipment design, delivery dates, or additions 17 to or deletions from the Workstations purchased from Cal Partitions. 18 All such changes shall be incorporated in written change orders 19 executed by City and Cal Partitions and shall specify the changes 20 ordered and the adjustment of prices, delivery schedules and 21 warranties. Any equipment or services added under this section shall 22 be executed under all applicable conditions of this Contract. No 23 claim for additional compensation or extension of time shall be 24 recognized unless contained in a duly executed change order. 25 6. Cancellation/Default. In the event that Cal Partitions 26 commits a breach of a material condition of this Contract, City shall 27 notify Cal Partitions in writing of said breach and if Cal Partitions 28 has not cured or begun reasonable efforts to cure after fifteen (15) - 3 - I days of receipt of said notice, and fails to diligently pursue 2 corrective action, City shall have the right to cancel this Contract 3 for cause based on Cal Partitions' default. Cal Partitions shall be 4 responsible for any direct costs due to City's re -procurement of the 5 equivalent of the equipment or services cancelled from Cal Partitions. 6 7. Confidential Information. 7 A. Access to Confidential Information. City may 8 provide Cal Partitions and/or its subcontractor with, or allow Cal 9 Partitions access to, certain information not available to the public 10 concerning City, or businesses located in City. The information may 11 include company information, taxes, sales, value of assets, or other 12 such information. All such information shall be known as "Confidential 13 Information" and may not be used to circumvent the responsibility of 14 either party to this Contract. 15 B. No Disclosure. Except as expressly permitted, Cal 16 Partitions and/or its subcontractor shall not disclose, permit the 17 disclosure of, release, disseminate, or transfer, whether orally or by 18 any other means, any part of such Confidential Information to any 19 other person or entity, whether corporate, governmental, or 20 individual, without the express prior written consent of an authorized 21 representative of City. Cal Partitions and/or its subcontractor shall 22 return any written Confidential Information and all copies made of 23 such items to City upon City's written request, but in any event not 24 later than the date that Cal Partitions has performed all services to 25 be performed pursuant to this Contract. Cal Partitions hereby agrees 26 that such Confidential Information and any documents provided may be 27 used by Cal Partitions and/or its subcontractor only as authorized by 28 the City. Cal Partitions shall include a contract provision in its - 4 - I contract with subcontractors that binds the subcontractors to this 2 non -disclosure requirement. Cal Partitions shall take reasonable 3 measures to avoid any disclosure of any such Confidential Information 4 to any unauthorized person. 5 C. Court Ordered Disclosure. Cal Partitions shall 6 immediately notify City of any court order or subpoena requiring 7 disclosure of Confidential Information, and shall cooperate with 8 City's legal counsel in responding to any such order or subpoena. Cal 9 Partitions may only disclose Confidential Information required to be 10 disclosed pursuant to court order or subpoena after legal counsel has 11 exhausted any lawful and timely appeal or challenge. 12 D. Remedies. In addition to any other remedies that 13 it may have at law or in equity, City shall be entitled to a temporary 14 and permanent injunction by a court of competent jurisdiction against 15 any breach or threatened breach of the Confidential Information 16 Provisions of this Agreement. Cal Partitions acknowledges that in 17 case of such breach or threatened breach of said provisions, City 18 would have no adequate remedy at law. 19 8• Warranties. Cal Partitions warrants title to the 20 equipment purchased hereunder and any part thereof to be free of any 21 claim of any security interest, lien or any encumbrance. Cal 22 Partitions also warrants that the equipment will be delivered new and 23 shall be free from defects in material and workmanship. Cal 24 Partitions shall provide a one (1) year labor and material warranty to 25 begin upon City's acceptance of the Workstations. In addition, all 26 manufacturers' warranties, and any other warranties made applicable by 27 law, shall apply to City's purchase of the materials and labor 28 provided by Cal Partitions. - 5 - 1 9. Compliance with Laws. Cal Partitions shall strictly 2 observe and comply with all applicable federal, state, and local laws, 3 ordinances and regulations governing this sale, including but not 4 limited to any permit or license requirements of the United States 5 Department of Commerce, as well as any laws of the United States of 6 America. 7 10. Governing Law. The validity, interpretation and 8 performance of this Contract shall be controlled and construed under 9 the laws of the State of California. 10 11. Forum Selection. Any action brought relating to this 11 Contract shall be brought and held exclusively in a State Court in the 12 County of Los Angeles, California. 13 12. Notices. Notices to the parties, unless otherwise 14 requested in writing, shall be sent to: 15 City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST 16 CITY ADMINISTRATOR 4305 SANTA FE AVENUE 17 VERNON, CA 90058-0805 18 Cal Partitions: CAL PARTITIONS, INC. ATTN: KEITH PECKHAM 19 23814 PRESIDENT AVENUE HARBOR CITY, CA 90710 20 21 13. General Provisions. 22 A. Independent Contractor. At all times during the 23 term of this Contract, Cal Partitions shall be an independent 24 contractor and shall not be an employee of the City. The City shall 25 have the right to control Cal Partitions only insofar as the results 26 of Cal Partitions' services rendered pursuant to this Contract; 27 however, the City shall not have the right to control the means by 28 which Cal Partitions accomplishes services rendered pursuant to the - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13, 14 151 161 17 18 19 20 211 22 23 24 25 261 271 281 Contract except to the extent that such services involve the use of City property or Confidential Information. B. Cal Partitions Not Agent. Except as the City may specify in writing, Cal Partitions shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Cal Partitions shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. C. Indemnification. Cal Partitions shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless 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 costs of defense arising out of or attributable to the negligent or wrongful acts of Cal Partitions or its subcontractors, employees or agents in the performance of services under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. D. Insurance. Cal Partitions agrees to provide insurance in the amounts and forms specified in Exhibit "B," which is attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor used in the performance of this Contract. Cal Partitions shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. Cal Partitions shall not commence performance of its services under this Contract.until the above insurance has been - 7 - I obtained and proof of insurance has been filed with and approved by 2 the City. 3 E. Assignment and Subcontracting Prohibited. No 4 party to this Contract may assign or subcontract any right or 5 obligation pursuant to this Contract except as especially and 6 specifically provided for in the Proposal or with the express written 7 consent of the other party. Any other attempted or purported 8 assignment of any right or obligation pursuant to this Contract shall 9 be void and of no effect. 10 F. Entire Agreement. This Contract constitutes the 11 complete and final expression of the agreement of the parties and is 12 intended as a complete and exclusive statement of the terms of their 13 agreement and supersedes all prior and contemporaneous offers, 14 promises, representations, negotiations, discussions, communications 15 and agreements which may have been made in connection with the subject 16 matter hereof. All exhibits are incorporated by reference. Cal 17 Partitions represents that in entering into this Contract it has not 18 relied on any previous representations or understandings of any kind 19 or nature. 20 G. Partial Invalidity. Wherever possible, each 21 provision hereof will be interpreted in such manner as to be effective 22 and valid under applicable law, but in case any one or more of the 23 provisions contained herein will, for any reason, be held to be 24 invalid, illegal or unenforceable in any respect, such provision will 25 be ineffective to the extent, but only to the extent of such 26 invalidity, illegality or unenforceability without invalidating the 27 remainder of such provision or provisions or any other provision 28 hereof, unless such a construction would be unreasonable or contrary - 8 - I to the parties' intent as expressed in this Contract. 2 H. Risk of Loss. Risk of loss or damage shall pass 3 to the City upon installation and acceptance by the City. 4 I. Benefit of Agreement. This Contract shall bind 5 and benefit the parties hereto and their heirs, successors, and 6 permitted assigns. 7 J. Waiver. Any waiver at any time by either party of 8 its rights with respect to a default under this Contract, or with 9 respect to any other matters arising in connection with this Contract, 10 shall not be deemed a waiver with respect to subsequent default or 11 other matter. 12 K. Amendment. All changes or modifications to this 13 Contract shall be in writing stating that it is an amendment to this 14 Contract and shall be signed by both parties or their duly authorized 15 agents. This Contract shall not be modified through course of 16 dealing, usage or trade. 17 L. Force Majeure. Neither Party shall be considered 18 to be in default in any of its obligations under this Contract when a 19 failure of performance shall be due to an uncontrollable force. The 20 term "uncontrollable force" shall mean any cause beyond the control of 21 the party affected, including, but not restricted to, flood, 22 earthquake, storm, fire, lightening, epidemic, war, riot, civil 23 disturbance or disobedience, labor dispute, labor material shortage, 24 sabotage, federal, state, or municipal action, statute, ordinance, or 25 regulation, embargoes of the United States Government or any other 26 government, which by exercise of due diligence such party could not 27 reasonably have been expected to avoid and by exercise of due 28 diligence has been unable to overcome. Either party rendered unable - 9 - ■ 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 to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERIC T. FRESCH, City Attorney CITY OF VERNON By: LEONIS C. MALBURG, Mayor L PARTITIONS, INC. By: Title: By: Title • 1 - 10 - EXHIBIT 0 CAL PARTITIONS INC. PROPOSAL To- City of Vernon 4305 Santa Fe Ave Vernon, CA 90058 Attn: Carlos Fandino Jr. JOB SITE: David Charles Building OPTION # 1 Supply and install: 23814 PRESIDENT AVENUE HARBOR CITY, CA 90710 310-539-1911 FAX 539-5816 License No: 408149 January 21, 2004 page 1 of 2 16 each refurbished "As New" Herman Miller systems furniture - cubicles are 7'0" x 7'0" x 66" high - with (1) 84" x 30" worksurface and (1) 54" x 24" worksurface to form a L-shape , ,.,.-.µ(1),three drawer.HB-P-supppc&rt,=pedestals.,-(.1:).421'...over-head:.,apeu shelf and (1) tasklight Pre -wired 4-circuit-power to isolated stations - those at walls will access building utilities Customer to have color choice: * High-pressure laminate * Fabric - Grade B * Paint color ............... .. ... .....°:$2,`699.00 OPTION # 2 Supply and install: 16 each 7'0" x 7'0" Aluma-i-Wall'workstations consisting of; 208 Lin. Ft. of 5'6" high Aluma-Wall partitions Framework to be clear anodized aluminum Panel facings to be a standard Stardust vinyl Electrical raceway is included - wiring not included 1 each 84" x 30" worksurface and (1) 54" x 24" worksurface to _ ...form..a _L-shape .., TERMS: cont., on page We cordially solicit your early acceptance of this proposal. Accepted _ Respectfully submitted, Cal -Partitions Inc. sy Date 19 By EXCEPTIONS: This proposal is subject to all of the conditions and exceptions shown on the reverse side hereof, and is also subject to our acceptance of final shop drawings. (OVER) FOLDING DOORS • SUSPENDED CEILINGS • DEMOUNTABLE DRYWALL PARTITIONS • WORK STATIONS + MEZZANINES THE PROPOSAL MADE ON THE REVERSE SIDE HEREOF IS SUBJECT TO ALL OF THE FOLLOWING CONDITIONS: 1. WORKMANSHIP: All work shall be done in a good and workmanlike manner. 2. CLEANING: This proposal does not include the cleaning of any glass. 3. SALES TAX: Where a sales tax is levied, said tax will be added where applicable to the contract price when final invoice is sent, unless specifically included in contract. 4. DURATION OF PROPOSAL: In the event this proposal is not accepted within thirty (30) days after date it shall not be binding on Cal -Partitions Inc. unless confirmed by Cal -Partitions Inc. S. CREDIT: This proposal, if accepted, is subject to the approval of the Credit Department of Cal -Partitions Inc. 6. BREAKAGE: We do not replace breakage or damaged glass caused directly or indirectly by anyone other than our own employees. 7. DAMAGE: After completion of installation of any material, we assume no responsibility for damage of any kind which may occur except that which is caused by the negligence of our employees. 9. ELEVATOR AND HOIST SERVICE: In distribution of our material, uninterrupted service is to be afforded us dur- ing regular working hours without cost to us for use of the elevator or operator. No charge is to be made for our employees using temporary elevators or other conveyances. It is understood that we are to be provided space for storage of materials without charge. 10. PRO RATA CHARGE: We do not assume any charge for use of telephone, plaster patching, general cleaning, general office expenses, stenographic fees, electric light, watchman's services or temporary structures, nor pro- rated charges of any description. We agree to remove our own rubbish and will not assume any charge for removal by others unless authorized by us. 11. PERFORMANCE CONDITION OF CONTRACT: Our performance is subject to delays occasioned by strikes, lockouts, fires, unusual delays in transportation, any contingencies arising from a state of war or other national emergency and any other cause beyond our control, whether specified herein or not. 12. WORKING DAYS AND HOURS. This proposal contemplates that performance will be continuous from the time of commencement until completion and that labor will be performed and materials will be furnished during ordinary working hours from Monday thru Friday, inclusive, of each week. 13. Architectural plans and specifications, when required, are to be supplied to us without deposit or charge. 14. If you accept this proposal and use your own contract form, it is understood that a true copy of this proposal, its conditions and its exeptions, will become a part of the contract. 15. Interest shall be charged on over -due accounts. 17. Price quoted is conditional upon the construction area remaining in the same condition. Any changes requiring additional labor for preparation of area or installation of materials shall be charged as an extra 18. Building permits, cost thereof etc. not included unless so specifically stated. CAL PARTITIONS INC. PROPOSAL TO: City of Vernon 4305 Santa Fe Ave Vernon, CA 90058 Attn: Carlos Fandino Jr. JOB SITE: David Charles Building OPTION # 2 CONT., FROM PAGE 1 Supply and install: 23814 PRESIDENT AVENUE HARBOR CITY. CA 90710 310-539-1911 FAX 539-5816 License No: 408149 January 21, 2004 page 2 of 2 1 each three drawer BBF pedestal 1 each 42" wide open shelf �,,,-..,�..e,Bch,�ask��..,�.,u�...:.�:�...,=_-.R. _...,.......• ... .. ..........$17,445.00 We have some ,Used (very good condition) accoustical carpet grey fabric in stock with a normal upcharge of $12 per lin. ft. If acceptable price on Option # 2 would be ...........$1b,"5.00 Either option - delivered and installed by March 1, 2004 Conference table to seat',12 people - boa�'s�aped 144" x460'42 (2 pc), slab base, T-mold.or 3mm edge, high pressure laminate with choice of color ............................... .....$ 925,00 All work to be done during normal business hours on weekdays. Applicable taxes not included in price. �. ,<..r,• .ti...�.••et 10 "days �.. - b _._ .�. e .n_. TERMS We cordially solicit your early acceptance of this proposal. Accepted _ _ Respectfully submitted, Keith Peckham sy t'ons Cal- PaltiInc. Date 19 By 4 EXCEPTIONS: This proposal is subject to all of the conditions and exceptions shown on the reverse side hereof, and is also subject to our acceptance of final shop drawings. (OVER) FOLDING DOORS • SUSPENDED CEILINGS • DEMOUNTABLE DRYWALL PARTITIONS • WORK STATIONS • MEZZANINES THE PROPOSAL MADE ON THE REVERSE SIDE HEREOF IS SUBJECT TO ALL OF THE FOLLOWING CONDITIONS: 1. WORKMANSHIP: All work shall be done in a good and workmanlike manner. 2. CLEANING: This proposal does not include the cleaning of any glass. 3. SALES TAX: Where a sales tax is levied, said tax will be added where applicable to the contract price when final invoice is sent, unless specifically included in contract. 4. DURATION OF PROPOSAL: In the event this proposal is not accepted within thirty (30) days after date it shall not be binding on Cal -Partitions Inc. unless confirmed by Cal -Partitions Inc. 5. CREDIT: This proposal, if accepted, is subject to the approval of the Credit Department of Cal -Partitions Inc. 6. BREAKAGE: We do not replace breakage or damaged glass caused directly or indirectly by anyone other than our own employees. 7. DAMAGE: After completion of installation of any material, we assume no responsibility for damage of any kind which may occur except that which is caused by the negligence of our employees. 9. ELEVATOR AND HOIST SERVICE: In distribution of our material, uninterrupted service is to be afforded us dur- ing regular working hours without cost to us for use of the elevator or operator. No charge is to be made for'our employees using temporary elevato(s or other conveyances. It is understood that we are to be provided space for storage of materials without charge. 10. PRO RATA CHARGE: We do not assume any charge for use of telephone, plaster patching, general cleaning, general office expenses, stenographic fees, electric light, watchman's services or temporary structures, nor pro- rated charges of any description. We agree to remove our own rubbish and will not assume any charge for removal by others unless authorized by us. 11. PERFORMANCE CONDITION OF CONTRACT: Our performance is subject to delays occasioned by strikes, lockouts, fires, unusual delays in transportation, any contingencies arising from a state of war or other national emergency and any other cause beyond our control, whether specified herein or not. 12. WORKING DAYS AND HOURS. This proposal contemplates that performance will be continuous from the time of commencement until completion and that labor will be performed and materials will be furnished during ordinary working hours from Monday thru Friday, inclusive, of each week. 13. Architectural plans and specifications, when required, are to be supplied to us without deposit or charge. 14. If you accept this proposal and use your own contract form, it is understood that a true copy of this proposal, its conditions and its exeptions, will become a part of the contract. 15. Interest shall be charged on over -due accounts. 17. Price quoted is conditional upon the construction area remaining in the same condition. Any changes requiring additional labor for preparation of area or installation of materials shall be charged as an extra 18. Building permits, cost thereof etc. not included unless so specifically stated. EXHIBIT I EXHIBIT B 2 INSURANCE SCHEDULE 3 Cal Partitions shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I. Coveraize and Limits 5 Bodily InjurX Propeqy Damage 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statuto� 10 Employers' Liability $1,000,000 per employer 1 i H. Liabili 12 General Liability $1,000,000 $2,000,000 $1,000,000 13 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella Liability $2 000 000 $2,000,000 $2,000,000 17 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds 19 under the policy. 20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Agreement. 22 4. Such other endorsement as may be required by addendum hereto. 23 b. In addition to the standard certificate of insurance, proof of liability coverage shall be furnished in the form checked below. 24 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 25 statements in the standard certificate of insurance (attached thereto) are true and correct and that 26 the signator is an officer authorized to so certify. OR 27 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized. City will not accept the above proofs of insurance when certified by an insurance anent or broker. 28 EXHIBIT "B" 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 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT THIS CONTRACT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 3Id day of March, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN AND RECITALS THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 CAL PARTITIONS, INC. (hereinafter referred to as "Cal Partitions") 23814 President Avenue Harbor City, CA 90710 WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that in order to continue with the renovations of its facility at 2670 Leonis Boulevard, it needs the services of a company to supply and install the following: sixteen (16) Aluma-Wall workstations, each containing one (1) three drawer BBF pedestal, one (1) 42" wide open shelf and one (1) tasklight; and acoustical carpet (hereinafter collectively referred to as the "Workstations"); and WHEREAS, Cal Partitions prepared a Proposal dated 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 January 21, 2004, to provide the Workstations (hereinafter referred to as the "Proposal"), a copy of which is attached hereto as Exhibit "A" and made a part hereof; and WHEREAS, Cal Partitions represents that it is qualified and capable of furnishing the Workstations and performing the installation services that the City requires as set forth in the Proposal and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Cal Partitions to provide for the labor and materials necessary for the Workstations. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. Scope of Services. Cal Partitions agrees to sell, deliver and install the necessary material and equipment for the Workstations as set forth and described in detail under the "Option #2" (with used -very good condition -acoustical carpet gray fabric) heading in the attached Exhibit "A". In the event of a conflict between the Proposal and this Contract, the terms of this Contract shall prevail. 2. Time of Performance. Cal Partitions' performance as identified herein shall commence upon the full execution of this Contract and shall be completed by Cal Partitions pursuant to the terms of the Proposal, unless otherwise terminated or extended. Delivery of the equipment is expected no later than four (4) weeks from the issuance of the City's Purchase Order. If delivery of the Workstations is not completed within this time period, the City shall have the option of canceling this Contract in order to proceed with the purchase and installation - 2 - I of the equipment and services from another vendor, if one can be 2 located. The delivery date may also be extended at the City's sole 3 discretion for an additional thirty (30) days, or such other time as 4 the parties may agree. 5 3. Price. 6 The total amount to be paid to Cal Partitions for the 7 Workstations, as described in the Proposal, shall not exceed the sum 8 of Sixteen Thousand Nine Hundred Ninety -Five Dollars and No Cents 9 ($16,995.00), plus applicable taxes. 10 4. Payment Terms. 11 City agrees to pay Cal Partitions for the full amount due 12 under the Contract for the Workstations within thirty (30) days after 13 City's receipt and acceptance of the Workstations and the City's 14 receipt of an invoice from Cal Partitions. 15 5. Change and Extra Services. City reserves the right to 16 request changes in the equipment design, delivery dates, or additions 17 to or deletions from the Workstations purchased from Cal Partitions. 18 All such changes shall be incorporated in written change orders 19 executed by City and Cal Partitions and shall specify the changes 20 ordered and the adjustment of prices, delivery schedules and 211 warranties. Any equipment or services added under this section shall 22 be executed under all applicable conditions of this Contract. No 23 claim for additional compensation or extension of time shall be 24 recognized unless contained in a duly executed change order. 25 6. Cancellation/Default. In the event that Cal Partitions 26 commits a breach of a material condition of this Contract, City shall 27 notify Cal Partitions in writing of said breach and if Cal Partitions 28 has not cured or begun reasonable efforts to cure after fifteen (15) 3 - I days of receipt of said notice, and fails to diligently pursue 2 corrective action, City shall have the right to cancel this Contract 3 for cause based on Cal Partitions' default. Cal Partitions shall be 4 responsible for any direct costs due to City's re -procurement of the 5 equivalent of the equipment or services cancelled from Cal Partitions. 61 7. Confidential Information. 7 A. Access to Confidential Information. City may 8 provide Cal Partitions and/or its subcontractor with, or allow Cal 9 Partitions access to, certain information not available to the public 10 concerning City, or businesses located in City. The information may 11 include company information, taxes, sales, value of assets, or other 12 such information. All such information shall be known as "Confidential 13 Information" and may not be used to circumvent the responsibility of 14 either party to this Contract. 15 B. No Disclosure. Except as expressly permitted, Cal 16 Partitions and/or its subcontractor shall not disclose, permit the 17 disclosure of, release, disseminate, or transfer, whether orally or by 18 any other means, any part of such Confidential Information to any 19 other person or entity, whether corporate, governmental, or 20 individual, without the express prior written consent of an authorized 21 representative of City. Cal Partitions and/or its subcontractor shall 22 return any written Confidential Information and all copies made of 23 such items to City upon City's written request, but in any event not 24 later than the date that Cal Partitions has performed all services to 25 be performed pursuant to this Contract. Cal Partitions hereby agrees 26 that such Confidential Information and any documents provided may be 27 used by Cal Partitions and/or its subcontractor only as authorized by 28 the City. Cal Partitions shall include a contract provision in its - 4 - I contract with subcontractors that binds the subcontractors to this 2 non -disclosure requirement. Cal Partitions shall take reasonable 3 measures to avoid any disclosure of any such Confidential Information 4 to any unauthorized person. 5 C. Court Ordered Disclosure. Cal Partitions shall 6 immediately notify City of any court order or subpoena requiring 7 disclosure of Confidential Information, and shall cooperate with 8 City's legal counsel in responding to any such order or subpoena. Cal 9 Partitions may only disclose Confidential Information required to be 10 disclosed pursuant to court order or subpoena after legal counsel has 11 exhausted any lawful and timely appeal or challenge. 12 D. Remedies. In addition to any other remedies that 13 it may have at law or in equity, City shall be entitled to a temporary 14 and permanent injunction by a court of competent jurisdiction against 15 any breach or threatened breach of the Confidential Information 16 Provisions of this Agreement. Cal Partitions acknowledges that in 17 case of such breach or threatened breach of said provisions, City 18 would have no adequate remedy at law. 19 8• Warranties. Cal Partitions warrants title to the 20 equipment purchased hereunder and any part thereof to be free of any 21 claim of any security interest, lien or any encumbrance. Cal 22 Partitions also warrants that the equipment will be delivered new and 23 shall be free from defects in material and workmanship. Cal 24 Partitions shall provide a one (1) year labor and material warranty to 25 begin upon City's acceptance of the Workstations. In addition, all 26 manufacturers' warranties, and any other warranties made applicable by 27 law, shall apply to City's purchase of the materials and labor 28 provided by Cal Partitions. - 5 - �A I 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9. Compliance with Laws. Cal Partitions shall strictly observe and comply with all applicable federal, state, and local laws, ordinances and regulations governing this sale, including but not limited to any permit or license requirements of the United States Department of Commerce, as well as any laws of the United States of America. 10. Governing Law. The validity, interpretation and performance of this Contract shall be controlled and construed under the laws of the State of California. 11. Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a State Court in the County of Los Angeles, California. 12. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Cal Partitions: CAL PARTITIONS, INC. ATTN: KEITH PECKHAM 23814 PRESIDENT AVENUE HARBOR CITY, CA 90710 13. General Provisions. A. Independent Contractor. At all times during the term of this Contract, Cal Partitions shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Cal Partitions only insofar as the results of Cal Partitions' services rendered pursuant to this Contract; however, the City shall not have the right to control the means by which Cal Partitions accomplishes services rendered pursuant to the - 6 - I Contract except to the extent that such services involve the use of 2 City property or Confidential Information. 3 B. Cal Partitions Not Agent. Except as the City may 4 specify in writing, Cal Partitions shall have no authority, express or 5 implied, to act on behalf of the City in any capacity whatsoever as an 6 agent. Cal Partitions shall have no authority, expressed or implied, 7 pursuant to this Contract to bind the City to any obligation 8 whatsoever. 9 C. Indemnification. Cal Partitions shall indemnify, 10 defend, protect and hold the City and its officers, agents and 11 employees, free and harmless from and against any and all claims, 12 demands, losses, damages, liabilities, fines, charges, penalties, 13 orders, judgments and all costs and expenses incurred in connection 14 therewith, including reasonable attorney's fees and costs of defense 15 arising out of or attributable to the negligent or wrongful acts of 16 Cal Partitions or its subcontractors, employees or agents in the 17 performance of services under this Contract, except to the extent 18 arising from or caused by the sole negligence or willful misconduct of 19 the City, its officers, agents or employees. 20 D. Insurance. Cal Partitions agrees to provide 21 insurance in the amounts and forms specified in Exhibit "B," which is 22 attached hereto and made a part hereof by reference. Comparable 23 coverage shall be provided for each subcontractor used in the 24 performance of this Contract. Cal Partitions shall submit to the City 25 documentation indicating compliance with these minimum requirements no 26 less than one (1) day prior to the beginning of performance under this 27 Contract. Cal Partitions shall not commence performance of its 28 services under this Contract until the above insurance has been - 7 - I obtained and proof of insurance has been filed with and approved by 2 the City. 3 E. Assignment and Subcontracting Prohibited. No 4 party to this Contract may assign or subcontract any right or 5 obligation pursuant to this Contract except as especially and 6 specifically provided for in the Proposal or with the express written 7 consent of the other party. Any other attempted or purported 8 assignment of any right or obligation pursuant to this Contract shall 9 be void and of no effect. 10 F. Entire Agreement. This Contract constitutes the 11 complete and final expression of the agreement of the parties and is 12 intended as a complete and exclusive statement of the terms of their 13 agreement and supersedes all prior and contemporaneous offers, 14 promises, representations, negotiations, discussions, communications 15 and agreements which may have been made in connection with the subject 16 matter hereof. All exhibits are incorporated by reference. Cal 17 Partitions represents that in entering into this Contract it has not 18 relied on any previous representations or understandings of any kind 19 or nature. 20 G. Partial Invalidity. Wherever possible, each 21 provision hereof will be interpreted in such manner as to be effective 22 and valid under applicable law, but in case any one or more of the 231 provisions contained herein will, for any reason, be held to be 24 invalid, illegal or unenforceable in any respect, such provision will 25 be ineffective to the extent, but only to the extent of such 26 invalidity, illegality or unenforceability without invalidating the 27 remainder of such provision or provisions or any other provision 28 hereof, unless such a construction would be unreasonable or contrary - 8 - I to the parties' intent as expressed in this Contract. 2 H. Risk of Loss. Risk of loss or damage shall pass 3 to the City upon installation and acceptance by the City. 4 I. Benefit of Agreement. This Contract shall bind 51 and benefit the parties hereto and their heirs, successors, and 6 permitted assigns. 7 J. Waiver. Any waiver at any time by either party of 8 its rights with respect to a default under this Contract, or with 9 respect to any other matters arising in connection with this Contract, 10 shall not be deemed a waiver with respect to subsequent default or 11 other matter. 12 K. Amendment. All changes or modifications to this 13 Contract shall be in writing stating that it is an amendment to this 14 Contract and shall be signed by both parties or their duly authorized 15 agents. This Contract shall not be modified through course of 16 dealing, usage or trade. 17 L. Force Majeure. Neither Party shall be considered 18 to be in default in any of its obligations under this Contract when a 19 failure of performance shall be due to an uncontrollable force. The 20 term "uncontrollable force" shall mean any cause beyond the control of 21 the party affected, including, but not restricted to, flood, 22 earthquake, storm, fire, lightening, epidemic, war, riot, civil 23 disturbance or disobedience, labor dispute, labor material shortage, 24 sabotage, federal, state, or municipal action, statute, ordinance, or 25 regulation, embargoes of the United States Government or any other 26 government, which by exercise of due diligence such party could not 27 reasonably have been expected to avoid and by exercise of due 28 diligence has been unable to overcome. Either party rendered unable - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 151 16 17 18 19 20 21 22 23 24 25 26 27 28 to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By: ATTEST: Z2",_/� �Gu LEONIS C. MAL URG, M yor / BRUCE V. MALKENHORST, City Clerk APPROVED�O FORM- <Z f, Z�� ERIC T. FRESCH, City Attorney L PARTITIONS, INC. By: Title: 1�rz�s� �� r-* 'r 1' CFy By: Title: lJcc-NG, ptt,d54�� t, =91M CAL PARTITIONS INC. PROPOSAL TO: City of Vernon 4305 Santa Fe Ave Vernon, CA 90058 Attn: Carlos Fandino Jr. JOB SITE: David Charles Building OPTION # 1 Supply and install: 23814 PRESIDENT AVENUE HARBOR CITY, CA 90710 310-539-1911 FAX 539-5816 License No: 408149 January 21, 2004 page 1 of 2 16 each refurbished "As New" Herman Miller systems furniture - cubicles are 7'0" x 7'0" x 66" high - with (1) 84" x 30" worksurface and (1) 54" x 24" worksurface to form a L-shape , drawer- tB-P-supppert pedes.tals.,.-..(.1.).:.42'!-over-head•xopeu shelf and (1)._tasklight Pre -wired 4-circuit power to isolated stations - those at walls will access building utilities Customer to have color choice: * High-pressure laminate *.Fabric - Grade B * Paint color .r.......}.. . .....:......$�2;699.00 OPTION 1 2 Supply and install: 16 each 710" x 710" Aluma"Wail`wgrkstations consisting of: 208 Lin. Ft, of 5'6" high Aluma-Wall partitions Framework to be clear anodized aluminum Panel facings to be a standard Stardust vinyl, Electrical raceway is included - wiring not included 1 each 84" x 30" worksurface and (1) 54" x 24" worksurface to _ , f orm_a .1-shape _... TERMS: cont . , ..,on� Page 2. _ _ We cordially solicit your early acceptance of this proposal. Accepted Respectfully submitted, sy Cal -Partitions Inc. Date 19 B EXCEPTIONS: This proposal is subject to all of the conditions and exceptions shown on the reverse side hereof, and is also subject to our acceptance of final shop drawings. (OVER) FOLDING DOORS • S U SPENDED CEILINGS • DEMOUNTABLE DRYWALL PARTITIONS • WORK STATIONS • MEZZANINES THE PROPOSAL MADE ON THE REVERSE SIDE HEREOF IS SUBJECT TO ALL OF THE FOLLOWING CONDITIONS: 1. WORKMANSHIP: All work shall be done in a good and workmanlike manner. 2. CLEANING: This proposal does not include the cleaning of any glass. 3. SALES TAX: Where a sales tax is levied, said tax will be added where applicable to the contract price when final invoice is sent, unless specifically included in contract 4. DURATION OF PROPOSAL: In the event this proposal is not accepted within thirty (30) days after date it shall not be binding on Cal -Partitions Inc. unless confirmed by Cal -Partitions Inc. S. CREDIT: This proposal, if accepted, is subject to the approval of the Credit Department of Cal -Partitions Inc. 6. BREAKAGE: We do not replace breakage or damaged glass caused directly or indirectly by anyone other than our own employees. 7. DAMAGE: After completion of installation of any material, we assume no responsibility for damage of any kind which may occur except that which is caused by the negligence of our employees. 9. ELEVATOR AND HOIST SERVICE: In distribution of our material, uninterrupted service is to be afforded us dur- ing regular working hours without cost to us for use of the elevator or operator. No charge is to be made for our employees using temporary elevators or other conveyances. It is understood that we are to be provided space for storage of materials without charge. 10. PRO RATA CHARGE: We do not assume any charge for use of telephone, plaster patching, general cleaning, general office expenses, stenographic fees, electric light, watchman's services or temporary structures, nor pro- rated charges of any description. We agree to remove our own rubbish and will not assume any charge for removal by others unless authorized by us. 11. PERFORMANCE CONDITION OF CONTRACT: Our performance is subject to delays occasioned by strikes, lockouts, fires, unusual delays in transportation, any contingencies arising from a state of war or other national emergency and any other cause beyond our control, whether specified herein or not 12. WORKING DAYS AND HOURS. This proposal contemplates that performance will be continuous from the time of commencement until completion and that labor will be performed and materials will be furnished during ordinary working hours from Monday thru Friday, inclusive, of each week. 13. Architectural plans and specifications, when required, are to be supplied to us without deposit or charge. 14. If you accept this proposal and use your own contract form, it is understood that a true copy of this proposal, its conditions and its exeptions, will become a part of the contract. 15. Interest shall be charged on over -due accounts. VA _tp 17. Price quoted is conditional upon the construction area remaining in the same condition. Any changes requiring additional labor for preparation of area or installation of materials shall be charged as an extra 18. Building permits, cost thereof etc. not included unless so specifically stated. CAL PARTITIONS INC. TO: City of Vernon 4305 Santa Fe Ave Vernon, CA 90058 Attn: Carlos Fandino Jr. 23814 PRESIDENT AVENUE HARBOR CITY, CA 90710 310-539-1911 FAX 539-5816 PROPOSAL License No: 408149 JOB SITE: David Charles Building OPTION # 2 CONT., Fjom PAGE 1 Supply and install: 1 each three drawer BBF pedestal 1 each 42" wide open shelf January 21, 2004 page 2 of 2 ........................ .. ......$17,445.00 We have some Used (very good condition) accoustical carpet grey fabric in stock with a normal upcharge of $12 per lin. ft. If acceptable price on Option # 2 would be .........** 15,995.00 Either option - delivered and installed by March 1, 2004 Conference table to seat"12 people - boat shaped; 144" x 6b'42 (2 pc), slab base, T-mold' or 3mm edge, high pressure laminate with choice of color ............................... ...$ 925,00 All work to be done during normal business hours on weekdays. Applicable taxes not included in price. ,«...,w-:,..,....�,4,�...A.,•..."net:30-..,....,.,„,...__..,,.—.,.,.,,.. TERMS: �, .•... ,x . ,,..� ..,,, �...v,b..:., v .. «.<.. ...,. We cordially solicit your early acceptance of this proposal. Accepted — Respectfully submitted, Keith Peckham Cal-Parfifi ns Inc. Sy Date _— 19 By C,- EXCEPTIONS: This proposal is subject to all of the conditions and exceptions shown on the reverse side hereof, and is also subject to our acceptance of final shop drawings. (OVER) FOLDING DOORS • SUSPENDED CEILINGS • DEMOUNTABLE DRYWALL PAR 7 1 T I O N S • WORK STATIONS • MEZZANINE S In THE PROPOSAL MADE ON THE REVERSE SIDE HEREOF IS SUBJECT TO ALL OF THE FOLLOWING CONDITIONS: 1. WORKMANSHIP: All work shall be done in a good and workmanlike manner. 2. CLEANING: This proposal does not include the cleaning of any glass. 3 SALES TAX: Where a sales tax is levied, said tax will be added where applicable to the contract price when final invoice is sent, unless specifically included in contract. 4. DURATION OF PROPOSAL: In the event this proposal is not accepted within thirty (30) days after date it shall not be binding on Cal -Partitions Inc. unless confirmed by Cal -Partitions Inc. 5. CREDIT: This proposal, if accepted, is subject to the approval of the Credit Department of Cal -Partitions Inc. 6. BREAKAGE: We do not replace breakage or damaged glass caused directly or indirectly by anyone other than our own employees. 7. DAMAGE: After completion of installation of any material, we assume no responsibility for damage of any kind which may occur except that which is caused by the negligence of our employees. LPY 9. ELEVATOR AND HOIST SERVICE: In distribution of our material, uninterrupted service is to be afforded us dur- ing regular working hours without cost to us for use of the elevator or operator. No charge is to be made for'our employees using temporary elevators or other conveyances. It is understood that we are to be provided space for storage of materials without charge. 10. PRO RATA CHARGE: We do not assume any charge for use of telephone, plaster patching, general cleaning, general office expenses, stenographic fees, electric light, watchman's services or temporary structures, nor pro- rated charges of any description. We agree to remove our own rubbish and will not assume any charge for removal by others unless authorized by us. 11. PERFORMANCE CONDITION OF CONTRACT: Our performance is subject to delays occasioned by strikes, lockouts, fires, unusual delays in transportation, any contingencies arising from a state of war or other national emergency and any other cause beyond our control, whether specified herein or not. 12. WORKING DAYS AND HOURS. This proposal contemplates that performance will be continuous from the time of commencement until completion and that labor will be performed and materials will be furnished during ordinary working hours from Monday thru Friday, inclusive, of each week. 13. Architectural plans and specifications, when required, are to be supplied to us without deposit or charge. 14. If you accept this proposal and use your own contract form, it is understood that a true copy of this proposal, its conditions and its exeptions, will become a part of the contract. 15. Interest shall be charged on over -due accounts. LIU 17. Price quoted is conditional upon the construction area remaining in the same condition. Any changes requiring additional labor for preparation of area or installation of materials shall be charged as an extra. 18. Building permits, cost thereof etc. not included unless so specifically stated. 10 11 12 13 14' 15 16 17 18 19 20 21 01 23 24 25 26 27 28 EXHIBIT B INSURANCE SCHEDULE Cal Partitions 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 Hazards Automobile Liability Bodily Injury Property Damage Each Person Each Accident Each Accident 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 U. Liabili General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1 000 000 $2,000,000 $1,000,000 Umbrella Liability $2 000 000 $2,000,000 $2,000,000 a. The general liability policy shall contain the following special endorsements which 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 additional 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 this Agreement. 4. Such other endorsement as may be required by addendum hereto.' b. In addition to the standard certificate of insurance, proof of 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. OR A copy of each policy certified by an officer of the underwriter or carrier and notarized. City will not accept the above proofs of insurance when certified by an insurance agent or broker. EXHIBIT "B"