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HomeMy WebLinkAbout04649 - ADVANCED EQUIPMENT CORP CONVENTION CENTER EXPANSION OPERABLE WALLS CP02-19-11 DOG #� 2003-030656 08/18/2003 08:11" Fee:NC Page 1 of 1 Recorded in Official Records County of Riverside Gary L. orso Rssessor, oo�nty Clerk & Recorder IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIII _ _ _ _ -_ Return To: City Clerk City of Palm Springs P.O. Box 2743 Palm Springs, CA 92263-2743 NOTICE OF COMPLETION � NOTICE IS HEREBY given that: n n 1. The City of Palm Springs, California is a municipal corporation, organized and incorporated pursuant to the laws of the State of California 2. The City Clerk of the City of Palm Springs is authorized and directed to execute, on behalf of said City, any and all Notices of Completion. 3. The address of the City of Palm Springs is City Hall, 3200 E Tahgwtz Canyon Way, Palm Springs, California (P.O. Box 2743, Palm Springs, CA 92263-2743). 4. The public work of improvement on the hereinafter referred to real property within the city was COMPLETED on the 4�'day of June,2003. 5. The name of the contractor (if named) for such work, of improvement was: Advanced Equipment Corporation. 6. The public work improvement, which was completed in the City of Palm Springs, County of Riverside, State of California, is described as follows: Palm Springs Convention Center Expansion-Phase I, City Project#02-19. 7. The property address or location of said property is: 797 E.Andreas, Palm Springs, CA 92262. _ City Project No Agreement No: �-tr Minute Order No: O.O't1i 7 ( zsc) 02-19 02-19-011 DATED: ��� 1� CITY OF PAL . PRING/jS G� B : WExec--j Director-Airports PATRICIA A. SANDERS, being duly sworn, says. That she is the City Clerk of aforesaid City of Palm Springs, California, the corporation that executed the foregoing notice; that she makes this verification on behalf of said corporation; that she has read the foregoing Notice of Completion, and knows the contents thereof, aOdSha8_tt the facts stated therein are true; that as said City Clerk, she makes this verification on behalf of s munIcip�t corporatio . City Clerk Index No. Regal Homes Subdivision Improvement AGREEMENT #4646 R20547, 2-19-03 SUBDIVISION IMPROVEMENT AGREEMENT by and between CITY OF PALM SPRINGS and REGAL HOMES, INC., A CALIFORNIA CORPORATION TABLE OF CONTENTS 1.Construction Obligations........................................................... 1 1.1 Monumentation...................................................... 1 1.2 Intent of Map........................................................ 1 1.3 Survey Monuments................................................ 2 1.4 Performance of Work.............................................. 2 1.5 Changes in the Work.............................................. 2 1.6 Defective Work....................................................... 2 1.7 No Warranty by City............................................... 2 1.8 Authority of the City Engineer................................ 2 1.9 Inspection............................................................... 2 1.10 Compliance with Law............................................. 3 1.11 Final Acceptance of Works of Improvement........... 3 2. Time for Performance....................................................... 3 2.1 Commencement and Completion Dates................. 3 2.2 Force Majeure......................................................... 4 2.3 Continuous Work.................................................... 4 2.4 Time of the Essence..................... 4 3. Labor................................................................................. 4 3.1 Labor Standards...................................................... 4 3.2 Nondiscrimination................................................... 4 3.3 Licensed Contractors.............................................. 4 3.4 Workers' Compensation.......................................... 4 4. Security.,........................................................................... 5 4.1 Required Security.................................................... 5 4.2 Form of Security Instruments.................................. 5 4.3 Subdivider's Liability................................................ 6 4.4 Letters of Credit....................................................... 6 4.5 Release of Security Instruments.............................. 7 5. Cost of Construction and Provision of Inspection Service..... 7 5.1 Subdivider Responsible for All Related Costs of Construction............................................................ 7 5.2 Payment to City for Cost of Related Inspection and Engineering Services........................................ 7 6. Default............................................................................... 7 i 6.1 Remedies Not Exclusive.......................................... 7 6.2 City Right to Perform Work...................................... 7 6.3 Attorney's Fees and Costs....................................... 7 7. Indemnity.......................................................................... 8 8. General Provisions............................................................. 8 8.1 Successors and Assigns.:.........*...*—....................., 8 8.2 No Third Party Beneficiaries.................................... 8 8.3 Entire Agreement; Waivers and Amendments....... 8 9. Corporate Authority........................................................... 8 H SUBDIVISION IMPROVEMENT AGREEMENT THIS SUBDIVISION IMPROVEMENT AGREEMENT (this "Agreement") is entered into this 3rd day of February, 2003, by and between the CITY OF PALM SPRINGS, a municipal corporation of the State of California("CITY"), and Regal Homes, Inc., a California Corporation ("Subdivider"). RECITALS A. Subdivider is the owner of, and has obtained approval of a subdivision map for Parcel Map No. 30843 in the City of Palm Springs, County of Riverside, State of California (the "Property"). The map contains conditions of approval for the development of the Property (the "Conditions"). B. Subdivider has delivered to City and City has approved the map which requires the setting of monuments, "Monumentation" (as hereinafter defined) which are required to be installed in order to accommodate the development of the Property. C. Subdivider's agreement to construct and install the Monumentation pursuant to this Agreement are a material consideration to City in approving the final map for the Property and permitting development of the Property to proceed. COVENANTS Based upon the foregoing Recitals which are incorporated herein by reference and in consideration of City's approving the Map for the Property and permitting development of the Property to proceed, Subdivider agrees to timely perform all of its obligations as set forth herein. 1. Construction Obligations. 1.1 Monumentation. Subdivider agrees, at its sole cost and expense, to install or cause to be installed the monuments(herein sometimes collectively referred to as the "Monumentation"), as the same may be supplemented and revised from time to time as set forth herein (said map, together with all related documents, are referred to herein as the "Map"). The estimated construction cost for the Monumentation is 2 500.00. 1.2 Intent of Map. Approval of the Map referenced in Section 1.1 requires a complete work of setting of monumentation which Subdivider shall perform or cause to be performed in a manner acceptable to the City Engineer (or his/her designee) and in full compliance with all codes and the terms of this Agreement. Subdivider shall complete the setting of all required Monumentation, even though the Map may not specifically call out all items of work required for the contractor to complete its tasks, incidental appurtenances, materials, and the like. If any omissions are made or information necessary to carry out the full intent and meaning of the Map, Subdivider or its contractor shall immediately notify its design engineer who will seek approval of the City Engineer for furnishing of detailed instructions. In the event 1 of any doubt or question arising regarding the true meaning of the setting of any of the Monumentation, reference shall be made to the City Engineer whose decision thereon shall be final. 1.3 Survey Monuments. Before final approval of street improvements, Subdivider will place survey monument(s) as shown on the Map in accordance with the provisions of the State Subdivision Map Act and the Subdivision Ordinance of the City of Palm Springs. Subdivider shall provide security for such obligation as provided in Section 4.1(a)(iii) and, after setting the monument(s), Subdivider shall furnish the City Engineer of the City of Palm Springs written notice of the setting of said monument(s) and written proof of having paid the engineer or surveyor for the setting of said monument(s). 1.4 Performance of Work. Subdivider shall furnish or cause to be furnished all materials, labor, tools, equipment, utilities,transportation, and incidentals required to perform Subdivider's obligations under this Agreement. 1.5 Changes in the Work. The City Engineer, without invalidating this Agreement and without notification to any of the sureties or financial institutions referenced in Paragraph 4, may order extra work or may make changes by altering or deleting any portion of the Works of Improvement as specified herein or as deemed necessary or desirable by the City Engineer as determined necessary to accomplish the purposes of this Agreement and to protect the public health, safety, or welfare. The City Engineer shall notify Subdivider or Subdivider's contractor in writing (by Correction Notice) at the time a determination has been made to require changes in the work. No field changes performed or proposed by Subdivider or its contractor shall be binding on City unless approved in writing by the City Engineer. 1.6 Defective Work. Subdivider shall cause its contractor to repair, reconstruct, replace, or otherwise make acceptable any work found by the City Engineer to be defective. 1.7 No Warranty by City. The Map for which the setting of Monumentation is required has been prepared by or on behalf of Subdivider or its consultants or contractors, and City makes no representation or warranty, express or implied, to Subdivider or to any other person regarding the adequacy of the Map or related documents. 1.8 Authority of the City Engineer. In addition to the authority granted to the City Engineer elsewhere in this Agreement,the City Engineer shall have the authority to decide all questions which may arise as to the quality and acceptability of materials furnished and work performed, and all questions as to the satisfactory and acceptable fulfillment of the terms of this Agreement by Subdivider and Subdivider's contractor. 1.9 Inspection. The inspection of the work by City shall not relieve Subdivider or the contractor of any obligations to fulfill this Agreement as herein 2 provided, and unsuitable materials or work may be rejected notwithstanding that such materials or work may have been previously overlooked or accepted. 1.10 Compliance With Law. In addition to the express provisions of this Agreement and the Map, Subdivider shall cause construction of the setting of Monumentation to be completed in accordance with all other applicable federal, state, and local laws, ordinances, rules and regulations. 1.11 Final Acceptance of Monumentation. After Subdivider's contractor has completed all of the Monumentation, Subdivider shall then request a final inspection of the work. It items are found by the inspector to be incomplete or not in compliance with this Agreement or any of the requirements contained or referenced herein, City will inform the contractor of such items. After the contractor has completed these items, the procedure shall then be the same as specified above for the contractor's initial request for final inspection. If items are found by City's inspector to be incomplete or not in compliance after two (2)"final" inspections, City may require the contractor, as a condition to performing further field inspections, to submit in writing a detailed statement of the work performed subsequent to the date of the previous inspection which was found to be incomplete or not in compliance at that time. No inspection or acceptance pertaining to specific parts of the setting of Monumentation shall be construed as final acceptance of any part until the overall final acceptance by City is made and the Engineer of Record has submitted written confirmation to the City that the Monumentation has been set and he has been paid in full for said work. Final acceptance shall not constitute a waiver by City of defective work subsequently discovered. 2. Time for Performance. 2.1 Commencement and Completion Dates. Subject to Section 2.2 and 2,.3 below, Subdivider shall (1) commence with installation of the Monuments when the final grading and street improvements have been completed ("Commencement Date"); and (ii) complete or cause to be completed all of the Setting of Monumentation two (2) weeks after the Commencement Date. 2.2 Force Majeure. Notwithstanding the provisions of Section 2.1, Subdivider's time for commencement and completion of the setting of Monumentation shall be extended for the period of any enforced delay caused due to circumstances beyond the control and without the fault of Subdivider, including to the extent applicable adverse weather conditions, flood, earthquakes, strikers, lockouts, acts or failures to act of a public agency (including City), required changes to the Scope of Work required by City, and similar causes; provided, however, that the period of any enforced delay hereunder shall not include any period longer than five (5)days prior to City's receipt of a written notice from Subdivider or its Contractor detailing the grounds for Subdivider's claim to a right to extend its time for performance hereunder. City Engineer shall evaluate all claims to Force Majeure and his decision shall be final. 3 2.3 Continuous Work. After commencement of installation of the Monumentation (or separate portion thereof), Subdivider shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period or more than five (5) days, events of Force Majeure excepted. 2.4 Time of the Essence. Time is of the essence of Subdivider's performance of all of its obligations under this Agreement, 3. Labor. 3.1 Labor Standards. Subdivider shall be responsible for causing all contractors and subcontractors performing any of the setting of Monumentation to comply with all applicable federal and state labor standards, including to the extent applicable the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. 3.2 Nondiscrimination. Subdivider agrees that no contractor or subcontractor performing any of the setting of Monumentation shall discriminate against any employee or prospective employee with respect to such work in hiring, promotion, seniority, or any other terms and conditions of employment on the grounds of race, creed, color, national origin, ancestry, religion, sex, or marital status. 3.3 Licensed Surveyor. Subdivider shall cause all of the setting of Monumentation to be installed under the direct supervision of a California licensed land surveyor in conformance with the map. 3.4 Worker's Compensation. Subdivider shall cause every contractor and subcontractor performing any of the setting of Monumentation to carry Workers' Compensation Insurance as required by the Labor Code of the State of California and shall cause each such contractor and subcontractor to submit to City a Certificate of Insurance verifying such coverage prior to such contractor or subcontractor entering onto the job site. 4. Security. 4.1 Required Security. (a) At the time Subdivider executes this Agreement, Subdivider shall furnish to City the following bond, letter of credit, instrument of credit (assignment of deposit account) or other security acceptable to City in its sole and absolute discretion and satisfying the requirements of the applicable provisions of this Section 4 (hereinafter"Security Instruments"): (i) A Security Instrument guaranteeing the payment of the cost of setting monuments as required in Section 1.4 in the amount of 2 500.00. This Agreement shall not be effective for any purpose until such Security Instruments are supplied to and approved by City in accordance herewith. 4 4.2 Form of Security Instruments. All Security Instruments shall be in the amounts required under Section 4.1 (a) or 4.1(b), as applicable, shall meet the following minimum requirements and otherwise shall be in a form provided by City or otherwise approved by the City Attorney: (a) Bonds. For Security Instruments provided in the form of bonds, any such bond must be issued and executed by an insurance company or bank authorized to transact surety business in the State of California. Any insurance company acting as surety shall have a minimum rating of A-IX, as rated by the current edition of Best's Key Rating Guide published by A.M. Best's Company, Oldwick, New Jersey, 08858. Any bank acting as surety shall have a minimum rating of AA, as rated by Moody's or Standard & Poor's. (b) Letters of Credit. For Security Instruments which are letters of credit, any letter of credit shall be an original separate unconditional, Irrevocable, negotiable and transferable commercial letter of credit issued by a financial institution with offices in the State of California acceptable to City. Any such letter of credit shall specifically permit City to draw on same by unilateral certification of the City Engineer of the City that Subdivider is in default under its payment or performance obligations hereunder or in the event Subdivider fails to deliver a replacement letter of credit not less than thirty (30) days prior to the date of expiration of any such letter of credit and shall further be subject to the provisions of Section 4.4. (c) Instrument of Credit. For Security Instruments which are Instruments of Credit, any Instrument of Credit shall be an assignment of deposit account assigning as security to City all of Subdivider's interest in funds on deposit in one or more bank accounts with financial institutions acceptable to City. (d) General Requirements for all Security Instruments. (i) Payments under any Security Instruments shall be required to be made (and, with respect to bonds, litigation shall be required to be instituted and maintained) in the City of Palm Springs, State of California (and the Security Instrument shall so provide). (ii) Each Security Instrument shall have a minimum term of one (1) year after the deadline for Subdivider's completing the Works of Improvement, in accordance with Section 2.1 (other than Instruments of Credit, which shall have no defined term or expiration date). (Ili) Each Security Instrument shall provide that changes may be made in the Works of Improvement pursuant to the terms of this Agreement without notice to any issuer or surety and without affecting the obligations under such Security Instrument. 5 4.3 Subdivider's Liability. While no action of Subdivider shall be required in order for City to realize on its security under any Security Instrument, Subdivider agrees to cooperate with City to facilitate City's realization under any Security Instrument, and to take no action to prevent City from such realization of any Security Instrument. Notwithstanding the giving of any Security Instrument or the subsequent expiration of any Security Instrument or any failure by any surety or financial institution to perform its obligations with respect thereto, Subdivider shall be personally liable for performance under this Agreement and for payment of the cost of the labor and materials for the improvements required to be constructed or installed hereby and shall,within ten (10) days after written demand therefor, deliver to City such substitute security as City shall require satisfying the requirements in this Section 4. 4.4 Letters of Credit. (a) In the event a letter of credit is given pursuant to Section 4.2(b), City shall be entitled to draw on any such letter of credit if a replacement letter of credit (expiring in not less than one(1)year, unless City agrees to a lesser term in City's sole and absolute discretion) is not delivered not less than thirty (30) days prior to the expiration of the original letter of credit, such substitute letter of credit being in the same amount and having the terms and conditions as the initial letter of credit delivered hereunder, issued by a financial institution acceptable to City as of the date of delivery of the replacement letter of credit. (b) In the event of draw by the City on a letter of credit, the City may elect, in its sole and absolute discretion,to apply any such funds drawn to the obligations secured by such letter of credit or to hold such funds in an account under the control of the City, with no interest accruing thereon for the benefit of the Subdivider. If the City elects to hold the funds in an account pursuant to the foregoing, City may thereafter at any time elect instead to apply such funds as provided in the foregoing. Subdivider agrees and hereby grants City a security interest in such account to the extent required for City to realize on its interests therein and agrees to execute and deliver to City any other documents requested by City in order to evidence the creation and perfection of City's security interest in such account. 4.5 Release of Security Instruments. (a) City shall release the Faithful Performance of Monumentation upon Subdivider's written request upon the completion of the setting of the monumentation and written proof that the Engineerlof Record has been paid for said work, provided no claims are outstanding at that time regarding defective work. 5. Cost of Construction and Provision of Inspection Service. 6 5.1 Subdivider Responsible for All Costs of Construction. Subdivider shall be responsible for payment of all costs incurred for installation of the Monumentation. 5.2 Payment to City for Cost of Related Inspection and Engineering Services. Subdivider shall compensate City for all of City's costs reasonably incurred in having its authorized representative make the usual and customary inspections of the setting of Monumentation. In addition, Subdivider shall compensate City for all design, plan check, evaluating any proposed or agreed-upon changes in the work. The procedures for deposit and payment of such fees shall be as established by the City Council. In no event shall Subdivider be entitled to additional inspections or a final inspection and acceptance of any of the setting of Monumentation until all City fees and charges have been fully paid, including without limitation, charges for applicable penalties and additional required inspections. 6. Default. 6.1 Remedies Not Exclusive. In any case where this Agreement provides a specific remedy to City for a default by Subdivider hereunder, such remedy shall be in addition to, and not exclusive of, City's right to pursue any other administrative, legal, or equitable remedy to which it may by entitled. 6.2 City Right to Perform Work. In addition to whatever other rights or remedies it may have for Subdivider's default hereunder, in the event Subdivider shall fail to timely perform any work required to be performed under this Agreement and such failure shall continue for a period of twenty(20) days after receipt of written notice of default from City, or thereafter Subdivider shall fail to diligently and continuously pursue the cure of any such default to completion, City shall have the right to enter into the Property and perform any of the uncompleted work by force account or contract or both and thereupon recover from Subdivider or any Security Instrument, or both, the full cost and expense thereby incurred by City. 6.3 Attorney's Fees and Costs. In the event that Subdivider fails to perform any obligation under this Agreement, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including costs of suit and reasonable attorney's fees. In the event of any dispute arising out of Subdivider's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and cost shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment. 7. Indemnity. Subdivider agrees to indemnify, defend, and hold harmless City and City's officers, employees, and agents from and against any and all claims, liabilities, 7 losses, damages, causes of action, and obligations arising out of Subdivider's failure to perform the installation of the Monumentation in accordance with the requirements contained or referenced in this Agreement. Said indemnity obligation shall apply to personal injury, death, property damage, economic loss, and any other monetary damage or penalty to which City may be subjected, including without limitation, attorney's fees and costs and the costs of realizing on any Security Instrument provided by Subdivider pursuant to the terms hereof. Such indemnity obligation shall not extend to any loss resulting from City's sole negligence or wilful misconduct. 8. General Provisions. 8.1 Successors and Assigns. This Agreement shall be binding upon all successors and assigns to Subdivider's right,title, and interest in and to the Property and any portion thereof. 8.2 No Third Party Beneficiaries. This Agreement is intended to benefit only the parties hereto and their respective successors and assigns. Neither City nor Subdivider intend to create any third party beneficiary rights in this Agreement in any contractor, subcontractor, member of the general public, or other person or entity. 8.3 Entire Agreement: Waivers and Amendments. This Agreement integrates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof, except as may be expressly provided herein. All waivers of the provisions of this Agreement must be in writing and signed by an authorized representative of the party to be charged, and all amendments hereto must be in writing and signed by the appropriate representatives of both parties. 9. Corporate Authority. The persons executing this Agreement on behalf of the parties hereeto warrant the (1) such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into of this Agreement does not violate any provisions of any other Agreement to which said party is bound. 8 IN WITNESS WHEREOF, the parties hereto have executed this Subdivision Improvement Agreement as of the date first above written. DATED: I (� ATTEST: CITY OF PALM SPRINGS, CALIFORNIA BY Patricia A. Sanders, City Cler�k David Ready, City Mana' APPROVED AS TO FORM: . .• , ti= ��,s ��� r i G� E City Attorne SUBDIVIDER: Regal Homes, Inc.. a California Corporation (Check One: _ individual, _partnership X corporation) (Notarize Signature) By: Jim/R. 11 intz, President "Subdivider" Mailing Address: 1720 Skylark Lane Newport Beach, CA 92660 9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. Countyof Ri\jersiele. On )t�i�luwq �� 7a)3 before me, Carrie nu No�a�u Pub Data ` Name antl Tine of 011lcer(e g,rJe3ne D. ,celery Pubile personally appeared T1YY1 2. U4 Names)of sl9ner(s( proved to me on the basis of satisfactory I evidence to be the person(s)- whose names} is/a),— subscribed to the within instrument and acknowledged to me that he( executed rr\RRIE ROVNZ 9 �Y Commission#.134M7 the same in his/her-fthek authorized -� capacity(iesj, and that by hisfh err erkh NotarfPublic-Calitomia I IveraideCounty signature(sj,-on the instrument the person(aj, or f9yComm.E)prewar25.21XIS the entity upon behalf of which the person(O acted, executed the instrument. WITNES my he V d-a d fficial seal. slgval7revf-Nola6'`abllc OPTIONAL Though the information below is not required by law,It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached`Document t Title or Type`of Document: Su�&VISlbn VY\D CN(Z AEX\+ &lm—a me-y-& Document Date:1�2r n xtu I ( � V� Number of Pages:• I (�� Signer(s)Other Than Named Above: U�\TI �C�-X� �'1 ham"{ I ` 4Y u�1C1GP�' Capacity(ies) Claimed byy�Signer J Signer's Name: J\Vv l uf\�2 �reSlcje� ❑ Individual ((�� e Top ouhun,b here GYCorporate Officer—Title(s): t'(P51C� "� ❑ Partner—❑Limited ❑General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: {� ` p Signer Is Representing: I`�fi( J�tOYY s 91999 Nallonel Nmary Assoc,al,on•9350 Be Solo Ave.,Po Box 2402•Cholswonh,CA 91313-2402•www nal,onalnelary.org Pmtl No 5907 ReoNer Gall Tol4Ree 1-BBO-B76 BB27 City of Palm Springs Engineering Department 3200 Tahquitz Canyon Way East Palm Springs, CA 92262 Phone: (760) 323-8253 Fax: (760) 322-8360 MEMORANDUM Date: February 21, 2003 TO: City Clerk From: Carol Templeton, Engineering Assistant Subject: Subdivison Improvement Agreements for PM30843 Enclosed, please find 4 copies of the Subdivision Improvement Agreement for PM30843. We are in receipt of$2500 cash as monumentation security. Please process the agreements with notarized signatures of the City Clerk, City Manager, and City Attorney and return 3 copies to Carol Templeton in the Engineering Department. Advanced Equipment Corp Convention Ctr CP02-19-11 AGREEMENT #4649 Proj Admin signed 2-24-03 _per R20517_ AGREEMENT THIS AGREEMENT made this+J day of '� Yilf,%f in the year 2003, by and between the City of Palm Springs, a charter city, organized and isting in the County of Riverside, under and by virtue of the laws of the State of California, hereinafter designated as the City, and, Advanced Equipment hereinafter designated as the Contractor. The City and the Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 --THE WORK 4 The Contractor shall complete the Work as specified or indicated under the Bid Schedule(s) of the City's Contract Documents entitled: Palm Springs Phase 1 Palm Springs Convention Center Expansion Operable Walls City Project No. 02-19-11 The Work is generally described as follows: provide all necessary labor, materials, equipment, hoisting, scaffolding, tools, rigging and anything else necessary to complete the work for the Palm Springs Phase I Palm Springs Convention Center Expansion, ARTICLE 2 --COMMENCEMENT AND COMPLETION The Work to be performed under this Contract shall commence on the date specified in the Notice to Proceed by the City, and the Work shall be fully completed within the time specified in the Notice to Proceed. The City and the Contractor recognize that time is of the essence of this Agreement, and that the City will suffer considerable financial loss if the Work is not completed within the time specified in said Notice to Proceed, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The damages suffered by the City would be extremely difficult or impractical to determine in the event of a Breach by the Contractor. Accordingly, the City and Contractor agree that the Contractor shall pay the amount provided below, as liquidated damages; for each calendar day that the Work is not completed in the time set forth above: $1,000.00 ARTICLE 3 -- CONTRACT PRICE The City shall pay the Contractor for the completion of the Work, in accordance with the Contract Documents, in current funds the Contract Price(s) named in the Contractor's Bid and Bid Schedule(s). ($91,830.00) ARTICLE 4 --THE CONTRACT DOCUMENTS The Contract Documents consist of the Notice Inviting Bids, Instructions to Bidders, the accepted Trade Bid and trade Bid Schedule(s), List of Subcontractors, Non-collusion Affidavit, Bidder's General Information, Bid Security or Bid Bond, this Agreement, Worker's Compensation Certificate, Performance Bond, Payment Bond, Notice of Award, Notice to Proceed, Notice of Completion, General Conditions of the Contract, Supplementary General Conditions, Exhibits A through G, Construction Drawings and Specifications, Addenda numbers 1 to 3, inclusive, and all Change Orders and Work Change Directives which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto. ARTICLE 5 -- PAYMENT PROCEDURES The Contractor shall submit Applications for Payment in accordance with provisions of the Standard Specifications as amended by the Special Provisions. Applications for Payment will be processed by the City as provided in the Contract Documents. ARTICLE 6 -- NOTICES Whenever any provision of the Contract Documents requires the giving of a written Notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the Notice. ARTICLE 7 --MISCELLANEOUS Terms used in this Agreement which are defined in the Standard Specifications as amended by the Special Provisions will have the meanings indicated in said Standard Specifications and Special Provisions. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. The City and the Contractor each binds itself, its partners, successors, assigns, and legal representatives, to the other party hereto, its partners, successors, assigns, and legal representatives, in respect of ally covenants, agreements, and obligations contained, in the Contract Documents. (Signatures on Next Page) IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS a municipal corporation (B �� 01�)ow By:�: r City Clerk ybl ( �� City Manager APPROVED AS TO FORM: Agreement over/under $25,000 Reviewed and approved by By: Procurement & Contracting City Attorney Initials Date aILL CONTRACTOR: Check one:_Individual_Partnership_Corporation P.O.Numbers -33-'2 ( Corporations require two notarized sib atu s: One m each of the following: A. Chairman of Board,President,or any Vice President:AND B.Se retaryy,sis t retary, reasurer,Assistant Treasurer,or Chief Financial Officer). By: By: zylctz-rA V Signak re(notarized) Signature(notarized) Name: W. SCOT/P/ DICKSON Name: FRANK V. MANNING Title: SR. VICE PRESIDENT Title: REGIONAL VICE PRESIDENT/ASSISTANT SECY State of ZvH�`�� State ofzll./C',/i" G� l County of ��.�'"e4-.i non ._lss County of G/�' �ss On Jbefore me, 1�/'�...'�G i� "'�a/y/r., ��%.('•' On el3 before me, personally appeared ,:� ��E'a;,' n.L/G�,,��,,2 �� personally appeared ,7 � �� " personally known to me (or proved to me on the basis of personally-known-to-me-(or proved to me bn the basis ofU satisfactory evidence) to be the person(s) whose name(s) satisfactory evidence) to be the person(a) whose name(a) is/are subscribed to the within instrument and acknowledged is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their to me that he/she/they executed the same in his/herltheir authorized capacity(ies), and that by his/her/their signature(s) authorized capacity(ies), and that by his/herAMeir signatures) on the instrument the person(s), or the entity upon behalf of on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. which the person(s)acted,executed the instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. 1 � f No Signature: /._f, . G 1%r�c!� Notary Signature: Notary Seal: Notary Seal: 4440....•iPJ-0}4LaJ}4dGY4PPpp.Y4JPPJ}}}4p} wP41PP444P4}P44P}4LP4 r CELIA V.GARCIA T, PP4PP4a44444a+4}ao4P COMM/k 1290627 m CELIA V GARCIA A W NOTARY PUBLIC-C90627 COMM# 1290627 D W _ - NOTARY PUBLIC-CALIFORNIA m 1�� ORANGE COUNTY Z Q ORANGE COUNTY X 9494PH{P4444P9}4Com44hY}}'an P4 Y4p1111 44hbP444}N}}S 9MP{H4}}}}!}OOP4 M4'ssiOn 440 Expires Jan.13,2005 Y44i4}P4}4414}4} �I�Ca ©'Al a.,�/�ti i4 fir`&Z/ rj EXECUTED IN FOUR (4) ORIGINAL COUNTERPARTS BOND NO. SWO045 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS, ST. PAUL FIRE AND MARINE That INSURANCE COMPANY as Surety,are held firmly bound unto the City of Palm Springs,a Charter City, organized and existing in the County of Riverside, State of California,hereinafter called the "City," in the sum of:Ninety one thousand eieht hundred thirty($91,830.00)dollars,for the payment of which stun well and truly to be made,we bind ourselves, our heirs, executors, administrators, successors, and assigns,jointly and severally,firmly by these presents. WHEREAS,said Contractor has been awarded and is about to enter into the annexed agreement with said City to perform the Work as specified or indicated in the Contract Documents entitled: PALM SPRINGS Phase I Palm Springs Convention Center Expansion CITY PROJECT 02-19-11 OPERABLE WALLS NOW THEREFORE, if said Contractor, its subcontractors, its heirs, executors,administrators, successors, or assigns shall fail to pay for any materials,provisions,provender,equipment or other supplies used in,upon,for or about the performance of the Work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code, or for any amounts required to be deducted,withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such labor, all as required by the provisions of Title XV,Chapter 7, Sections 3247-3252,inclusive,of the Civil Code of the State of California and acts amendatory thereof, and sections of other codes of the State of California referred to therein and acts amendatory thereof,and provided that the persons,companies, or corporations so furnishing said materials, provisions,provender, equipment or other supplies,appliances or power used in,upon,for or about performance of the work contracted to be executed or performed,or any person, company or corporation renting or hiring implements or machinery or power for or contributing to said work to be done,or any person who performs work or labor upon the same,or any person who supplies both work and materials therefor, shall have complied with the provisions of said laws,then said surety will pay the same in an amount not exceeding the stun hereinbefore set forth and also will pay,in case suit is brought upon this bond, a reasonable attorney's fee,as shall be fixed by the Court. This bond shall inure to the benefit of any and all persons named in Section 3181 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond. PROVIDED,that any alterations in the Work to be done or the materials to be furnished, or changes in the time of completion,which may be trade pursuant to the terns of said Contract Documents,shall not in any way release said Contractor or said Surety thereunder,nor shall any extensions of time granted under the provisions of said Contract Documents release either said Contractor or said surety,and notice of said alterations or extensions of the Agreement is hereby waived by said Surety. SIGNATURES ON NEXT PAGE - SIGNED AND SEALED, this 5th day of FEBRUARY H-L 'ROO Sure S AUL FIRE AND MARINE INSURANCE COMPANY :ont.actor AD AN DI �GWORPORAWON Bye ,e't t12 W " By VALERIE M. PEARCE W. SCOTT DfCKSQ& Title ATTORNEY—IN—FACT Title SR. VICE PRESIDENT — (SEAL AND NOTARIAL ACKNOWLEDGMENT Contractor ADVANCED EQDIPMENT CORPORATION OF SURETY) By 'j°o'j� ZV /'V/ClIvJ FRANK V. MANNING Title REGIONAL VICE PRESIDENT/ASSISTANT SECY Corporations require two notarized signatures: One from each of the following: 1. Chairman of Board, President, or any Vice President: AND 2. Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer). CALIFORNIA ALL-PURPOSE CERTIFICATE op ACKNOWLEDGMENT State of County of On -f! ' _before me,, personally appeared// ✓ ep� s'/�%' am e o 51Iilx /' , ' %T ?i l]Personally known to me up^ oved to me on the basis of satisfactory evidence to /be the person(s) whose name(s) Ware subscribed to the within instnunent and acknowledged to me that he/she/ they executed the same in hislher/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of serson A94144#4-044944419•Y449#Op144#444'>tr44Nbf#; which the acted, executed the instrument. CELIA V. GARCIA P ( ) COMM#1290627 m NOTARY PUBLIC-CALIFORNIA •/J Q ORANGE COUNTY r,✓ ry �' My Commission Expires Jan.13,2005 9#4H44###iH###99494444#144444444444944� �� Signature of notary The data below 4 not required by law, however it may prove valuable to persons relying on the document and could prevent•Jhaudulent reattachment of this form. SICSNATURE AUTHORITY OF 1 R: DUCRIPTION OF ATTACHED DOCUMENT ❑INDIVIDUAL Q CORPORATE OFFICER(S) Tlue(a) ❑ PARTNER TITLE oR TYPE OF Dm-uMENT ❑LP reD Q GENERAL NUMBER OF.PAGES ❑ATTORNEY-IN-FACT ❑TRusrEE(s) _ ❑GUARDIAN/CONSERVATOR DATE OF DOCUMENT ❑ OTHER: SiGNER(S) OTHER THAN NAMED ABOVE: NAME(S1 of Pm%N(s)OR ENTITY(g)SIGNER IS REPROFNEW: \ 0199'7 ReproduLtion prohibited.Reorder from Merchants Bonding Company,0)-777-9126. try9 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of SAN DIECO ss. On 2-5-03 before me, MARIA V. DRIPPS, NOTARY PUBLIC Date Name aac The of Ottlser e '( g.,"Jane pee,Nowry Publlcy personally appeared VALERIE M. PEARCE Names(al signer(s) ' 10 personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(4 whose nameN) isM subscribed to the within instrument and acknowledged to me that %Ishe 1 executed the same in M/herMLYr authorized capacity(ies), and that by XiY.s/herX]YdE signatureo) on the instrument the person(, or _ s the entity upon behalf of which the person(30 ARIA V. DRIPPS F acted, executed the instrument. Commission 6 1388010 z WITNESS my hand and official seal. -W ; Notary Public - California San Diego County - Y y MyCOmm.Expires Nov29,2005 agnawre of Nol n as OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top al thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited El General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 01999 Nallead Nolary Aos.lallan•9350 De Soto Ave,PO Box 2402•Chat-ralh,CA 91313-2402 www.nalionanolary org Fred No 6907 Reeder Call Toll Free1-000-076-6827 �meSf�du� POWER OF ATTORNEY a7� Seaboard Surety Company United States Fidelity and Guaranty Company St.Paul Fire and Marine Insurance Company Fidelity and Guaranty Insurance Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. St.Paul Mercury Insurance Company Power of Attorney No. 22770 Certificate No. 1419922 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,and that St. Paul Fire and Marino Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are cornet aeons duly organized under the laws of the State of Minnesota,and that United Stales Fidelity and Guaranty Company is a col potation duly organized under the laws of the State of Maryland and that Fideh ty and Guaranty Insurance Company is a corporation duly organized under the laws of the State of lows,and that Fidelity and Guaranty insurance Underwriters, Inc is a cmpmahon duly organized under the Taws of the State of Wisconsin therein collectively called the "Compares), and that the Companies do hereby make, constitute and appo at Jack T.Warnock,Bart B. Stewart,Valerie M.Pearce, Christine A.Paterson,Leticia San Martin and Lawrence F.McMahon of the City or San Diego State California their hue and]awful Attor nay(s)-in-Fact, each in their separate capacity if more than one is named above,to sign its name as Surety to,and to execute,seal and aelmowledge any and all bonds,undertakings, contracts and other written instruments in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons,guaranteeing the performance of contacts and executing or guaranteeing bonds and undertakings requited or permitted in any actions or proceedings allowed by law IN WITNESS WHEREOF,the Companies have caused this msrnunent to be signed and sealed this 4th day of October 2001 Seaboard Surety Company United States Fidelity and Guaranty Company St.Paul Fire and Marine Insurance Company Fidelity and Guaranty Insurance Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. St.Paul Mercury Insurance Company 'ei 4o414Y.Vy" .rz4t""*. TpE n'I9$rEU a PETER i� 7927 '' SEAL ` ` �XL[pe 'i9�] v/W CARMAN,Vice P\i`dent / dim•-rem E ,��i� State of Maryland o0 City of Baltimore TFIOMAS E 1-IUTBREGTSE,Assrstent Secrelnry On this 4th day of October 2001 before me, the undersigned officer, personally appeared Peter W. Carman and Thomas E.Huibngtse,who acknowledged themselves to be the Vice President and Assistant Secretary,respectively, of Seaboard Surety Company, St. Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company,St.Paul Mercury Iusurance Company,United Stites Fidelity and Guaranty Company, Fidelity and Guaranty Insurance Company,and Fidelity and Guaranty Insurance Underwriters,Inc;and that the seals affixed to the foregoing instrument are the corporate seals of said Companies; and that they,as such,being authorized so to do,executed the foregoing instrument for the purposes thetcm contained by signing the names of the corporations by themselves as duly authorized officers. `///Q/�/��� fG ,y 0 � In Witness Whereof,I hereunto set my hand and official seal w� pCTAHV 2� My Commission expires the 1st day of hdy 2006. io9E �p REBECCA EASLEY-ONOKALA,Nolaiy Public pTV 86203 Rev. 7-2002 Printed in U S A. a This Power ofAttorncy is granted under and by the authority of die following resolutions adopted by the Boards of Directors of Seaboard Surety Company,St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,United States Fidelity and Guaranty Company, Fidelity and Guaranty Insurance Company,and Fidelity and Guaranty Insurance Underwriters,Inc.on September 2, 1998,which resolutions are now in full force and effect,reading as follows: RESOLVED,that in connection with the fidelity and surety insurance business ofthe Company,all bonds,undertakings,contracts and other instruments relating to said business may be signed,executed,and acknowledged by persons or entities appointed as PAorney(s)-in-Fact pursuant to a Prover of Attorney issued in accordance with these resolutions. Said Power(s)of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman,or the President,or any Vice President,or an Assistant Vice President,jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved,printed or lithographed. The signature of each ofthe foregoing officers and the seal ofthe Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attomey(s)-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and subject to any limitations set forth therein,any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company,and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any hand or undertaking to which it is validly attached;and RESOLVED FURTHER,that Attorney(s)-m-Fact shall have the power and authority,and, in any case,subject to the terms and limitations of the Power of Attorney issued them,to execute and deliver on behalf ofthe Company and to attach the seal of the Company to any and all bonds and undertakings,and other writings obligatory in the nature thereof,and any such instrument executed by such Attomey(s)-in-Fact shall be as binding upon the Company as if signed by an Executive Officer and sealed and attested to by the Secretary ofthe Company. I,Thomas E.Hridnegtse.Assistant Secretary of Seaboard Surety Company,St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company, St.Patti Mercury Insurance Company,United States Fidelity and Guaranty Company;Fidelity and Guaranty Insurance Company,and Fidelity and Guaranty Insurance Underwriters,Inc.do hereby certify that the above and foregoing is a time and correct(copy of the Power of Attorney executed by said Companies,which is in fill force and effect and has not been revoked. IN TESTIMONY'WHEREOF,I hereunto set my hand this 5th day of FEBRIIAR.Y 2003 SI'AE 4mrv., >nM M r 1 `. E�+ Wgpnevx4p2niM NL9Alau 1927 a `= '^s lass i977 , f: _SEAL:o/ 'SE.tLs_ r E' 1951 oF�,fx {''>MNp �`+s-Aw+a 'fn ANt i N� ail Thomas E.Huibreg[sc,Assisnmt Secretary w. / To verify the authenticity of N is Paver of Attoruey,call 1-300-427-3880 and ash for,tire Prover ofAttorney clerk. Please refer to the Paver afAttoruey number,the above-amaed ierdiciduals and the details ofthe band to which the prover is attached' EXECUTED IN FOUR (4) ORIGINAL COUNTERPARTS BOND NO. SWO045 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, *ADVANCED EQUIPMENT CORPORATION ST. PAUL FIRE AND MARINE That as Contractor and INSURANCE COMPANY as Surety, are held firmly bound unto the City of Palm Springs, a Charter City, organized and existing in the Comity of Riverside, California,hereinafter called the"City,"in the stun of:Ninety one thousand eight hundred thirty ($91 830.00)dollars-for the payment of which sum well and traly to be made,we bind ourselves, our heirs, executors, administrators, successors, and assigns,jointly and severally, finely by these presents. WHEREAS said Contractor has been awarded and is about to enter into the annexed Agreement with said City to perform the Work as specified or indicated in the Contract Documents entitled: PALM SPRINGS Phase I Palm Springs Convention Center Expansion CITY PROJECT 02-19-11 OPERABLE WALLS NOW THEREFORE, if said Contractor shall perform all the requirements of said Contract Documents required to be performed on its part,at the times and in the manner specified herein,then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED,that any alterations in the Work to be done or the materials to be furnished, or changes in the time of completion,which may be made pursuant to the terms of said Contract Documents,shall not in any way release said Contractor or said Surety thereunder,nor shall any extensions of time granted tinder the provisions of said Contract Documents,release either said Contractor or said Surety, and notice of such alterations or extensions of the Agreement is hereby waived by said Surety. SIGNATURES ON NEXT PAGE t _SIGNE1�.t iVD SEALED,this 5th day ofFEBRIIARY ,2003 Contractor AN Q CORPORATION Contract yyor ADVANCED EQUIPMENT CORPORATION By B 7` 2� . W. SCOTT IC Y CCi7�yu�v�' FRANK Y. MANNING Title SR. VICE PRESIDENT Title REGIONAL VICE PRESIDENT /ASSISTANT SECY Corporations require two notarized signatures: One from each of the following: 1. Chairman of Board, President, or any Vice President: AND 2. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). SEAL AND NOTARIAL ACKNOWLEDGMENT OF SURETY Sure ty_PT, PAUL FIRE AND MARINE INSURANCE COMPANY By Title ME UR�NRE'yMINPF�T CALIFORNIA ALL-PURPOSE CERTIFICATE of ACKKowmoit ;NT State of . 44— County of f- f, On Z 6, __before me,,.l �/r�✓ ,/Gifu✓ 4 J personally aPPearedL�!.�ti J Personally known to me OR /&-Proved to me on the basis of satisfactory evidence to r be the person(s) whose name(s),,Vdarc subscribed to the within instrument and acknowledged to me that he/she/ they executed the same in .his/her/their authorized � CELI A V.V.GA 4441-0-04.11p44449 4 0919ffff44 CELIRCIA = capacity(ies),and that byhis/Mr/their signatures)on the COMM#1290627 m instrument the person(s), or the entity Upon behalf of W NOTARY PUBLIC-CALIFORNIA G ORANGE COUNTY which the person(s)acted, executed the instrument. My Commission Expires Jan.13,2005 z �444{-0Odl4Hf4-0{99i9ffN4fff444444f449N+ / J Signature of notary opr�aN,� The data below is not required by law, however it may prove valuable to persons relying on the document and could preventfhaudulent reattachment of this form. SIGNATURE AUTHORITY OF SIGNER: DLSCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER(S) T(tle(s)PARTNER TITLE OR TYPE OF DOCUMENT -- ❑ ❑Dmrmri 0 GENERAL NUMBER OF PAGES ❑ArroitNEY-iN-FACT ❑TRusm(s) ❑/GUARDIAN/CONSERVATOR DATn OF DOCUMENT ❑OTH6R: SIGNER(S) OTHER THAN NAMED ABOVE: NAME{S)OF PERsoN(s)OR ENTITYLIES)SIGNER IS REPRI:SFNIM: \ C 1997 Reproduction prohibited.Reorder ham Merclunta Bonding Company,900-777-9126. 7M CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of SAN DIEGO ss. On 2-5-03 before me, NARIA V. DRIPPS, NOTARY PUBLIC Dale Name and The of CH,asr to g,"Jane Doe,Notary Pnblla'y ' personally appeared VALERIE N. PEARCE Names)of S:gnous) Z personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(6) whose name(t) is/XM subscribed to the within instrument and acknowledged to me that %/sheXJq executed the same in ]67Cs/heral3M authorized capacity(ies), and that by XM/herXYeI5X signatureo) on the instrument the person00, or the entity upon behalf of which the person(V �..a acted, executed the instrument. 1 MARIA V. DRIPPS "' Commission# 1388010 z WITNESS my hand and official seal. ,.W a Notary Public - California > San Diego County (/• MY Comm.ExpiresNOv29,2006 S19na1rre tN 10 OPTIONAL Though the information below is not required by law,R may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual op of 15"'M here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 81999 Nallonal Notary Association•9350 De Soto Ave.,PO Box 2402•Chalswohh,CA 9131a 2402•ocsonat:onnlnolary.org Prod,No,5907 Roc,her Colt Toll-Free 1-800876-6827 ihe�fu' POWER OF ATTORNEY all Seaboard Surety Company United States Fidelity and Guaranty Company St.Paul Fire and Marine Insurance Company Fidelity and Guaranty Insmance Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. St.Paul Mercury Insurance Company Power of Attorney No. 22770 Certificate No. 1419921 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surely Company is a corporation duly organized under the laws of the State of New York,and that St. Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insmance Company aie eo porations duly organized under the Taws of the State of Minnesota,and diet United States Fidelity and Guaranty Company is a corporation duly organzed under the laws of the State of Maryland,and that Fidelity and Guaranty Insm ante Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters, Inc. Is a corporation duly organized under the laws of the Slate of Wisconsin(herein collectively called the "Companies'), and that the Companies do hereby make, constitute and appoint Jack T.Warnock,Bart B. Stewart,Valerie M.Pearce, Christine A.Paterson,Leticia San Martin and Lawrence F.McMahon of the City of _ San Diego ,State California their true and lawful Attorneys)-m-Fact, each in their separate capacity if more than one is named above,to sign its name as suiety to,and to execute,seal and acknowledge any and all bonds,under takings, contracts and other written instruments in the nature thereof on behalf of the Companies in their business of guaranteeing Elie fidelity of persons, guaranteeing Iho perfo-mince of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this inshument to be signed and scaled this ath day of October 2001 Seaboard Surely Company United States Fidelity and Guaranty Company St.Paul Fire and Marine Insurance Company Fidelity and Guaranty Insurance Company St.Paid Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. St.Paul Mercury Insurance Company Y927 gr /3r�a.�on+rps It'oamnn+r = �� PETER . 1 , Mc\e Pieudenr MCOflaNNIEaLt \� sxxr.e' tars a Y977 795E wcARl,-nNv' ..�� rry//AtNS �i T4 �J State of Maiyland �(�� City of Baltimore TNOMAS E.NUI6REGTSE,Assistant Sedulity On this 4t11 day of OCtOlJeT 2001 ,before me, the undersigned officer, personally appeared Peter W Carman and Thomas E.Huibregtse,who acknowledged themselves to be the Vice President and Assistant Secretary,respectively,of Seaboard Surety Company, St.Paul Fire and Marine Insurance Company,St Paul Guardian Insurance Company,St Paul Mercury Insurance Company,United States Fidelity and Guaranty Company,Fidelity and Guaranty Insuance Company,and Fidelity and Guaranty Insmance Underwriters,Inc,and that the seals affixed to the foregoing instrument are the corporate seals of said Companies; and that they,as such, being authorized so to do,executed the foregoing instrument for the purposes Eheneun contained by signing lire names of the corporations by themselves as duly authorized officers. `//�y,/�J��� F0 �Z In Witness Whmaoi',I hereunto set my hand and official seal pUTgRY ueuc s My Commission expires the tat day of July,2006 1io9E �O RE➢ECCA EASLEY-ONOKALA,Notmy Public CnV 86203 Rev.7-2002 Panted in U.S.A. f This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Seaboard Surety Company,St.Paul Fire and Marine Insurance Company, St.Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,United States Fidelity and Guaranty Company, Fidelity and GuaranTy Insurance Company,and Fidelity and Guaranty Insurance Underwriters,Inc.on September 2, 1998,which resolutions are now in full force and effect,reading as follows: RESOLVED,that in connection with the fidelity and surety insurance business of the Company,all bands,undertakings,contracts and other instruments relating to said business may be signed,executed,and acknowledged by persons or entities appointed as Attorarcy(s)-in-Fact pursuant to a Power of Attorney issued in accordance with these resolutions. Said Power(s)of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman,or the President,or any Vice President,or an Assistant Vice President,jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved,printed or lithographed. The signature of each of the foregoing officers and the seal of the Company may be affixed by facsimile to any Power of Attorney or'ito any certificate relating thereto appointing Attorneys)-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and subject to any limitations set Forth therein,any such Prover of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company,and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is validly attached;and RESOLVED FURTHER,that Attomey(s)-in-Fact shall have the power and authority,and, in any case,subject to the terms and limitations of the Power of Attorney issued[them,to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and undertakings,and other writings obligatory in the nature thereof,and any such instrument executed by such Attomey(s)-in-Fact shall be as binding upon the Company as dsigned by an Executive Officer and scaled and attested to by the Secretary of the Company. I,Thomas E.Hn'bregtse,Assistant Secretary of Seaboard Surety Company,St.Pau t Fire and Marine Insurance Company, St.Paul Guardian Insurance Company, St.Paul Meiciny Insurance Company,United States Fidelity and Guaranty Company,Fidelity and Guaranty Insurance Company,and Fidelity and Guaranty Insurance Underwriters,Inc.ado hereby certify that the above and foregoing is a true and correm;copy of the Power of Attorney executed by said Companies,which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF,I hereunto set my hand this 5th day of FEBRUARY 2003 swcr, ew:::.�e . .^y i fr.�x'sugT a�1tY.Vy ,�w-tt �y� fCene s'b'+ y1 �. �- nnr il-..oneoxnr _ rtv grey >k a' 1927 SExr,_aSf� + 1896 1977 g ,nr�POxam xlNi 1�E Thomas E.Huibregtse,Assistant Secretary To verify the authenticity of this Power ofAttormey,call 1-800-421-3880 and ask for the Pourer ofAlto'ney clerk. Please refer to the Porter of Attorney number,the above-mauted individuals and the details of the bond to which the prover is attached TRADE BID DOCUMENTS Only the following listed documents, identified in the lower right corner as "Bid Forms", shall be fully executed and submitted with the Trade Bid at the time of opening of Bids. Bid (Proposal) Bid Schedule(s) List of Subcontractors Q Non-Collusion Affidavit Bid Bond (Bid Security Form) Bidder's General Information Failure of a Bidder to fully execute .and submit all of the listed documents with the Bid will render a Bid as non-responsive and subject to rejection. ® COVER SHEET TRADE BID FORMS 0 TRADE BID SCHEDULE Lump Sum Price for Construction of The Palm Springs Convention Center Expansion Phase I Project No. 02-19 in the City of Palm Springs, California TRADE BID PACKAGE NO.: 11 TRADE BID PACKAGE DESCRIPTION: Operable Wall TOTAL BID PRICE-(INCLUDING PERFORMANCE AND PAYMENT BOND PREMIUM)- $ - 90, 830. 00 y�/fi.Price in figures 'j NINETY ONE THOUSAND EIGHT HUNDRED THIRTY DOLLARS Price in words Price in words BIDDER: ADVA4EPA PME CORPORATION BY: Z-' / gnature TITLE: S7t. VICE PRESIDENT DATE: 1-17-03 City of Palm Springs TRADE BID SCHEDULE - LUMP SUM PRICE TRADE BID FORMS -3 TRADE BID TRADE BID PACKAGE# 11 TRADE DESCRIPTION Operable Wall BID TO: CITY OF PALM SPRINGS,CALIFORNIA The undersigned Bidder proposes and agrees,if this Bid is accepted,to enter into an Agreementwith the City of Palm Springs in the form included in the Contract Documents (as defined in Article 4 of the Agreement)to perform the Work as specified or indicated in said Contract Documents entitled,TRADE BID FOR: PALM SPRINGS CONVENTION CENTER EXPANSION PHASE 1 - PROJECT NO.02.19 Bidder accepts all of the terms and conditions of the Contract Documents,including without limitation those in the Notice Inviting Bids and Instructions to Bidders,dealing with the disposition of the Bid Security. This Bid will remain open for the period stated in the Notice Inviting Bids unless otherwise required by law. Bidder will enter into an Agreement within the time and in the manner required in the Instructions to Bidders,and will furnish the insurance certificates,Payment Bond,Performance Bond,and Permits required by the Contract Documents Bidder has examined copies of all the Contract Documents including the following Addenda(receipt of which is hereby acknowledged): Number NIA Date Number N/A Date Number N/A Date Number N/A Date Bidder has familiarized itself with the nature and extent of the Contract Documents,the Work,the site,the localitywhere the Work is to be performed,the legal requirements(federal,state,and local laws,ordinances,rules,and regulations),and the conditions affecting cost, progress or performance of the Work and has made such independent investigations as Bidder deems necessary. In conformance with current statutory requirements of California Labor Code Section 1860,at seq.,the undersigned confine the following as its certification: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self insurance in accordance with the provisions before commencing the performance of the Work of this Contract. To all the foregoing,and including all Bid schedule(s),List of Subcontractors,Non-collusion Affidavit,Bidders General Information,and Bid Bond contained in these Bid Forms,said Bidder further agrees to complete the Work required undertthe Contract Documents within the Contract Time stipulated in said Contract Documents,and to accept in full payment therefore the Contract Price based on the Lump Sum or Unit Bid Price(s)named in the aforementioned Bidding Schedule(s). Date, 1-1 7-03 Bidder: ADVANCED EQUIPMENT CORPORAT aNBy. Isgnnu,i Tte: SR VICE PRESIDENT TRADE BID TRADE BID FORMS -2 ® BIDDER'S GENERAL INFORMATION The Bidder shall furnish the following information. Additional sheets shall be attached as required. Failure to complete Item Nos. 1, 3,and 8 will cause the Bid to be non-responsive and may cause its rejection. In any event,no award will be made until all of the Bidder's General Information(i.e.Items 1 through 9,inclusive)is provided to the City. 1. BIDDER/CONTRACTOR'S name and street address: ADVANCED EQUIPMENT CORPORATION 2401 W COMMONWEALTH AVE FULLERTON, CA 92833 Name of Licensee, RMO', or RMEZ W. SCOTT DICKSON 2. CONTRACTOR'S telephone number: ( 714) 635-5350 3. CONTRACTOR'S license: Primary Classification C-61 State License Number 245883 Expiration Date 3-31-03 Supplemental license classifications: N/A Name of licensee and RMO' or RME2, if different from line(1), above N/A 4. Name of person who inspected the site of the proposed Work for the Bidder: Name: FRANK V. MANNING Date of inspection: 12-23-02 5. Surety Company and Agent who will provide the required Bonds on this Contract: Name of Sure ST. PAUL FIRE AND MARINE INSURANCE COMPANY Address 333 CITY BLVD WEST SUITE 110 ORANGE, CA 92868 Surety Company Agent DRIVER ALLIANT INSURANCE SERVICE Telephone Numbers:Agent( 61 y— 699-1341 Surety ( 714) 620-0659 ® 'Responsible Management Officer 2 Responsible Management Employee BIDDER'S GENERAL INFORMATION City of Palm Springs BID TRADE FORMS - 7 INFORMATION REQUIRED OF BIDDER LIST OF SUBCONTRACTORS As required under Section 4100, et. seq., of the Public Contract Code, the Bidder shall list below the names and business address of each subcontractor who will perform Work under this Bid in excess of one-half of one percent of the Contractor's Total Bid Price, and shall also list the portion of the Work which will be done by such subcontractor. After the opening of bids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one subcontractor for each item of Work to be performed with the words "and/or" will not be permitted. Failure to comply with this requirement will render the Bid as non-responsive and may cause its rejection. Contractor Percent License Of Total Work to be Performed Number Contract Subcontractor's Name & address 1. N/A 2. NIA 3. N/A 4. N/A 5. N/A 6. N/A 7. N/A 8. N/A City of Palm Springs LIST OF SUBCONTRACTORS TRADE BID FORMS - 4 NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY OFFEROR AND SUBMITTED WITH PROPOSAL State of California (FULLERTON I ss. County of ORANGE I I, W. SCOTT DICKSON being first duly sworn, deposes and says that he or she is SR. VICE PRESIDENT of ADVANCED F.QUIPMFTII' the party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. BIDDER ADVANCED EQUIPMENT CORPORATION BY W. SC07T DIGKSON / TITLE SR. VICE PRESIDENT ORGANIZATION ADVANCED EQUIPMENT CORPORATION ADDRESS 2401 W COMWONWEALTH AVE FULLFRT01V, G4 92833 SUBSCRIBED AND SWORN TO BEFORE ME THIS 16 DAY OF January 2003 099a00di60dO0a99oaa^daaaa00dOd0099000090d �q 21 QQILAN A.BAKER COMM#1255370 D . , NOTARY POBLIC-CALIFORNIA ItARY PUBLIC IN AND FOR SAID Qo nNcecouNTv COUNTY AND STATE My Commission Expires March. 44 0 ooaaaaoSbaaddooa♦aooaodrooaoaaa000aaeod9 MY COMMISSION EXPIRES: Mar 03, 2004 BIDDER'S GENERAL INFORMATION City of Palm Springs BID TRADE FORMS - 5 1 EPORT ON ADVANCED EQUIPMENT CORPORATION AS OF AP RIL 305 2002 ADVANCED EQUIPMENT CORPORATION TABLE OF CONTENTS PAGE NUMBER Accountant' s Review Report . . . . . . . . . . . . . . . . . . 1 Comparative Balance Sheet z Comparative Statement of Income and Retained Earnings . . . . 3 Comparative Statement of Cash Flows . . . . . . . . . . . . . . 4 Comparative Schedule - Cost of Sales . . . . . . . . 5 Notes to Financial Statements . . . . . . . . . . . . . . . . 6 & 7 ,a 1� G. prvfim CERTIFIED PUBLIC ACCOUNTANT Board of Directors Advanced Equipment Corporation 2401 W. Commonwealth Fullerton, CA 92633 I have reviewed the accompanying Comparative Balance Sheet of Advanced Equipment Corporation as of April 30, 2002 and 2001, and the related Comparative Statement of Income and Retained Earnings, and Comparative Statement of Cash Flows and the supplementary schedule established by the American Institute of Certified Public Accountants . All information included in these financial statements are the representation of the management of Advanced Equipment Corporation. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statement taken as a whole . Accordingly, I do not express such an opinion. 9 Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles . John G. Brown, CPA July 10, 2002 -1- i 1530 East First Street• Suite 218 • Santa Ana • California 92701 (714) 564-0243 • FAX (714) 564-0152 jgorbrown@-e2rthlinl<.net ADVANCED EQUIPMENT CORPORATION COMPARATIVE BALANCE SHEET AS OF APRIL 30, 2002 AND 2001 ASSETS 2002 2001 CURRENT ASSET Cash in Bank $ 240, 238 $ 133, 872 Accounts Receivable - Trade (Note 1) 2, 902, 998 2, 075, 295 Inventories : At Cost (Note 1) Raw Materials 1, 252, 707 1, 153, 603 Work in Process 241, 698 210, 484 Prepaid Expenses 102 , 378 120, 948 TOTAL CURRENT ASSETS 4 , 740, 219 3, 694 , 202 FIXED ASSETS AT COST (Note 1) Machinery and Equipment 2, 040, 301 1, 799, 064 Office Furniture & Equipment 154, 687 135, 563 Automotive Equipment 311, 268 311, 268 Leasehold Improvements 115 , 898 99, 531 2, 622, 154 2, 345, 426 Less: Provision for Depreciation 1, 924 , 829 1, 752, 802 697 , 325 592 , 624 OTHER ASSETS (� Deposits 32 , 466 32 , 315 hvJ TOTAL ASSETS $5, 470, 010 $4 , 319, 141 LIABILITIES AND STOCKHOLDERS' EOUITY I CURRENT LIABILITIES ` Accrued Salaries & Wages $ 19, 456 28, 959 Accrued Payroll Taxes & Other 43, 017 28, 143 Accounts Payable 465, 824 332, 319 Bank Note Payable (Note 2) 0 600, 000 Current Portion Long Term Debt 100, 000 0 Income Taxes Payable - (Note 1) 499, 230 0 TOTAL CURRENT LIABILITIES 1, 127, 527 989, 421 LONG TERM LIABILITIES Loans From Shareholder 245, 000 120, 000 Bank Note Payable (Note 3) 272 , 016 0 517, 016 120, 000 Less: Current Portion 100, 000 0 417, 016 120, 000 SHAREHOLDERS ' EQUITY Common, No Par, Authorized, Issued and Outstanding 500 Shares 5, 000 5, 000 Retained Earnings 4, 355, 467 3, 639, 720 4 , 360, 467 3, 644, 720 Less: Treasury Stock (435 , 000) (435 , 000) 3, 925, 467 3, 209, 720 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $5, 470, 010 $4 , 319, 141 See Accountant' s Review Report & Notes to Financial Statements -2- ADVANCED EQUIPMENT CORPORATION COMPARATIVE STATEMENT OF INCOME & RETAINED EARNINGS FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 2002 2001 $ To o To Amount Sales Amount Sales SALES $14, 129, 812 100. 0 $10, 039, 988 100. 0 COST OF SALES 9, 587, 571 67 . 8 7, 130, 034 71 . 0 GROSS MARGIN 4 , 542, 241 32 . 2 2, 909, 954 29 . 0 OPERATING EXPENSES SELLING EXPENSES Sales Salaries & Comm 367, 973 2 . 6 278, 967 2 . 8 Advertising 25, 368 0. 2 68, 988 0.7 Travel 55, 076 0. 4 74, 382 0.7 Entertainment & Promotion 19, 675 0. 1 16, 970 0.2 Auto, Gas & Oil 10, 070 0. 1 10, 556 0 . 1 Other Sales Expenses 55, 028 0 . 4 28, 143 0 . 3 GENERAL & ADMINISTRATIVE Employee Recruitment/Rel. 5, 843 0. 0 4, 481 0. 0 Officers Salaries 186, 043 1 . 3 187, 483 1. 9 Office Salaries 333, 414 2. 4 320, 991 3. 2 Draftsmen Salaries 414, 384 2 . 9 429, 902 4 . 2 Telephone 66, 685 0. 5 59, 547 0 . 6 Outside Services 20, 960 0. 2 19, 532 0 . 2 Professional Services 24, 079 0. 2 16, 880 0 . 1 Payroll Taxes 400, 190 2. 8 345, 840 3 . 4 Other Taxes & Licenses 6, 462 0 . 0 8, 982 0. 1 Insurance - General 384, 659 2 .7 289, 006 2 . 9 Insurance - Group 428, 895 3 . 0 332, 925 3 . 3 Plant Security 3, 503 0. 0 1, 087 0 . 0 Research & Development 12, 430 0. 1 2, 385 0 . 0 Office Supplies & Postage 56, 790 0. 4 67, 119 0 . 7 Bad Debts (Recoveries) 86, 588 0. 6 13, 807 0. 1 Depreciation 182, 347 1. 3 123, 059 1 . 2 Computer Costs & Other 68, 405 0 . 5 30, 327 0. 3 Rent 13, 063 0 . 1 11, 310 0. 1 Travel 3, 347 0 . 0 10, 849 0. 1 Miscellaneous Expenses 20, 581 0. 2 12, 412 0. 3 TOTAL OPERATING EXPENSES 3, 253, 858 23. 0 2, 765, 930 27 . 5 OPERATING INCOME 1, 288, 383 9. 2 144, 024 1. 5 OTHER EXPENSE PRIMARILY INTEREST (46, 323) (0. 3) (32, 798 ) (0 . 3) INCOME BEFORE TAXES 1, 242, 060 8 . 9 111, 226 1 . 2 PROVISION FOR INCOME TAXES 526, 313 3 . 7 36, 912 (0. 5 ) NET INCOME 715, 747 5 . 2 74, 319 0 . 7 RETAINED EARNINGS Beginning 3, 639, 720 3, 565, 406 Ending $4 , 355, 467 $3, 639 , 720 See Accountant' s Review Report & Notes to Financial Statements -3- ADVANCED EQUIPMENT CORPORATION COMPARATIVE SCHEDULE OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 2002 2001 �i CASH FLOWS FROM OPERATING ACTIVITIES ^ Net Income (Loss) $715, 747 $74, 314 Adjustments to reconcile net income to .. net cash provided by operating activities: Depreciation and amortization 182, 347 123, 059 Changes in assets and liabilities: Accounts receivable (827, 703) (321, 681) Inventory (130, 518) (139, 548) Prepaid expenses and other assets 18, 419 (8, 477) ) Accounts payable and other accruals 138, 876 87, 213 Taxes on income 499, 230 (5 , 702) Net cash provided by operating activities 596, 398 (190, 822) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures and other, net (287, 048) (276, 365) Net cash used in investing activities (287, 048) (276, 365 ) CASH FLOWS FROM FINANCING ACTIVITIE ' Borrowings (Repayments) of short-term debt (500, 000) 480, 000 Borrowings on long-term debt 172, 016 0 Borrowings from Shareholder 125, 000 0 Net cash used in financing activities (202, 984 ) 480, 000 NET INCREASE (DECREASE) IN CASH 106, 366 12, 813 CASH AT BEGINNING OF YEAR 133, 872 121, 059 CASH AT END OF PERIOD $240, 238 $133, 872 See Accountant' s Review Report & Notes to Financial Statements -4- y ADVANCED EQUIPMENT CORPORATION COMPARATIVE SCHEDULE - COST OF SALES FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 2002 2001 Beginning Inventory - Work in Progress $ 210, 484 $ 251, 101 Materials Used Beginning Inventory $1, 153, 603 $ 973, 438 Purchases 4 , 549, 638 3, 850, 440 5, 703, 241 4, 823, 878 Less: Ending Inventory 1, 252, 707 4, 450, 524 1, 153, 603 3, 322, 332 Shop Labor 2, 363, 765 1, 793, 986 Subcontracts 392, 215 65, 125 Installation Labor 718, 930 560, 845 Freight on Materials 321, 634 236, 453 i Other Direct Costs 0 1, 875 Manufacturing Overhead Small Tools & Supplies 326, 234 223, 318, Union Welfare 117, 412 78, 427 Equipment Rents 170, 368 67, 339 Utilities 139, 827 105, 047 Repair & Maintenance 61, 903 36, 759 Plant Rent 301, 721 266, 627 Auto & Truck Expense 64, 242 63, 132 License and Other 19, 829 10, 657 Safety Equipment 490 698 Installation, Travel & Subsistence 169, 891 1, 371, 917 86, 636 938, 640 9, 829, 469 7, 170, 357 Less: Ending Inventory - 241, 898 210, 484 Work in Process Cost of Sales $9, 587, 571 56, 959, 873 See Accountant' s Review Report & Notes to Financial Statements -5- ADVANCED EQUIPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS APRIL 30, 2002 & 2001 1. SUMMARY OF SIGNIFICANT ACCQLLNTING POLICIE A. Operations The Company was incorporated February 25, 1958, in the state of Washington and began doing business in California in May 1959. Its operations consist of the manufacture and installation of operable and portable walls. It sells its product both direct and to distributors, principally in the western and souther United States. B. Accounts Receivable The Company utilizes the direct write off method for recognition of bad debts . As of April 30, 2002 and 2001, no accounts receivable were deemed uncollectible that had not been previously written off. C. Inventories The Company maintains computerized records to account for its inventories, which consist of raw materials and work in process. Raw materials are valued at cost, including freight in. Work in process consists of both incomplete and ready to ship product. Incomplete product is valued at material cost plus labor and overhead cost allocations . Product ready to ship is valued at selling price less shipping and installation costs and assumed profit. Complete physical inventory counts are taken at the end of alternate fiscal quarters and at year end. The computerized inventory records are used for the other fiscal quarters for inventory counts with spot verification by physical count of major items . D. Depreciation The Company depreciates its property, plant and equipment over the estimated useful lives of such equipment utilizing both straight line and accelerated depreciation methods. Expenditures for repairs and maintenance which do not extend the lives of the related assets are charged to expense which incurred. -6- ADVANCED EQUIPMENT CORPORATION NOTES TO FINANCIAL STATEMENTS APRIL 30, 2002 & 2001 1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) E. Income Taxes The provision for taxes on income is based on statutory federal and state rates applied to taxable income through April 30, 2002 and 2001. For income tax purposes, the company is required to adjust its manufacturing inventories by allocating certain operating overhead to inventories per Internal Revenue Code Section 263A. These allocations will produce taxable income per tax return different from financial statement taxable income. Any deferred taxes from tax-to- financial statement differences were not considered significant and have not been recognized. 2. BANK NOTE PAYABLE The Company is obligated on a bank note payable drawn against a line of credit of $700, 000 and $600, 000 for 2002 and 2001, respectively. The line of credit is renewable annually with a current due date of August 7, 2002, at which time all unpaid balances are due. Interest on outstanding balances is payable monthly based on a rate 0. 50% above the bank' s prime rate equivalent. The note is secured by all inventories, accounts receivable, and unencumbered machinery and equipment. The balances due the lender as of April 30, 2002 and 2001 are $0 and $600, 000 respectively. 3. LONG TERM DEBT Note Payable - Citizens Business Bank, payable $272, 016 $8, 333.33 per month plus interest at a current rate of 5. 75, final payment December 24, 2004 Loans from shareholder consist of various advances 245, 000 from shareholders and are payable at interest only , 016 4 . COMMITMENTS Total $517 The Company is a party to a long-term facilities lease at its California location, expiring August 30, 2003 , In addition to the monthly lease payments, the Company must pay all real property taxes and utilities . Additionally, the company is party to a lease on the manufacturing facility located in North Carolina, expiring April 30, 2005 . Minimum annual fiscal year lease expenses are as follows : 2002 2001 April 30, 2002 0 248, 804 April 30, 2003 248, 804 248, 804 April 30, 2004 145, 510 145, 510 April 30, 2005 89, 782 89, 782 TOTAL $484 , 096 $732 . 910 -7- Client#: 36323 ADVANCED AC QM,. CERTIFICATE OF LIABILITY INSURANCE 0DATE(MMID 2/05103DNY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Driver Alliant Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 4041 Mac Arthur Blvd., Ste. 300 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Newport Beach, CA 92660-2511 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 949-660-8176 INSURERS AFFORDING COVERAGE INsu RED INSURER A: American Insurance Company Advanced Equipment Corp. INSURER a Fireman's Fund Insurance Company 2401 W. Commonwealth Avenue - --- Fullerton, CA 92633 INSURER C, INSURER 0. INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE MM/DDNY DATE MM/DDNY) LIMITS A GENERAL LIABILITY MZX80805229 10/01/02 10/01/03 EACH OCCURRENCE J000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any onehre) $1,000,000 -1 IX CLAIMS MADE a OCCUR MED EXP(Anyone person) $5 000 X Contractual PERSONAL&ADV INJURY $1,000000 I — GENERALAGGREG ATE s2,000,000 G EN'LAGGRErGATELIMITAPPLIES PER: PRODUCTS -COMP/OP ABC $2,000,000 POLICY X PRO LOC ECT A AU_TOMOBILELIABILITY MZA80233979 10/01/02 10/01/03 COMBINED SINGLE LIMIT S1,000,000 __X ANY AUTO (Ea acmtlenp ALL OWNED AUTOS BODILY INJURY $ _ SCHEDULED AUTOS (Per person) X_ HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per.00dent) PROPERTY DAMAGE $ (Per accitlent) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT_ $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY. AGG $ B EXCESS LIABILITY XYZ96971064 10/01/02 10/01/03 EACH OCCURRENCE $9000,000 7 OCCUR CLAIMS MADE AGGREGATE $9 000 000 5 _ DEDUCTIBLE RETENTION $ $ WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS'LIABILITY TORV LIMITS L_— EH E.L.EACH ACCIDENT $ E L.DISEASE-EA EMPLOYEE $ E L DISEASE-POLICY LIMIT $ A OTHER Stop Gap MZX80805229 10/01/02 10/01/03 Ea. Acc/Disease $1,000,000 $1,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: Job#1015 Palm Springs Convention Center Expansion, Phase [-City Project#02-19-11 City of Palm Springs and Turner Construction Company are named as Additional Insured per the attached CG2010 form. * 10 Day Notice of Cancellation for Non-Payment of Premium CERTIFICATE HOLDER ADDMONALINSURED;INSURERLETTER: CANCELLATION SHOULD ANYOFTH E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF, THE ISSUING INSURER WILL)CMR4PA"XT0 MAIL 30—DAYS WRITTEN Attn: Bruce Johnson NOTICETOTHE CERTIFICATE HOLDERNAMED TOTHE LEFT,BXRRMyWXAMAMARAbt*XXX 3200 Tahquitz Canyon Way WlBosArawx�c.xMxlprotx�pxeceaxoixRcc>tnrrcrpxocwxRxzxecRaSMAxatmaxvc>frMza;R�¢x Palm Springs, CA 92262 xaeRRapEMToaw.�Ax AUTyHH021ZED REPRESENTATIVE ACORD 25-S(7/97)1 of 2 #S98928/M95489 ADW © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-S(7i97)2 of 2 #S98928/M95489 CG 20 10 POLICY NUMBER: MZX80805229 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Project or Location: City of Palm Springs RE: Job #1015 Palm Springs Turner Constriction Co. Convention Center Expansion, Phase I City Project#02-19-11 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of'your work' for that insured by or for you. CG 20 10 4 Copyright, hnsurance Services Office, Inc., 1984 0 CERTIFICATE HOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO, CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE FEBRUARY 5, 2003 GROUP: POLICY NUMBER: 1700997-2002 CERTIFICATE ID: 207 CERTIFICATE EXPIRES: 10-01-2003 10-01-2002/10-01-2003 CITY OF PALM SPRINGS 3200 TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 RE: JOB #10152 PALM SPRINGS CONVENTION CENTER, 277 N. AVENIDA CABALLERO, PALM SPRINGS, CA 92262 This is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate of insurance may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms, exclusions, and conditions,of such policies. T,,— 'd", c . AIL AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1, 000, 000 PER OCCURRENCE ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-2002 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER ADVANCED EQUIPMENT CORP 2401 W COMMONWEALTH AVE FULLERTON CA 92833 SCIF 10265 fEPF-UI:130 1