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HomeMy WebLinkAbout2000-127 I, ; > " 1 RESOLUTION NO, 2000-127 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AWARDING A CONTRACT TO WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECHANICAL, ELECTRICAL AND ROOF REPAm WORK. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 4 5 6 7 8 SECTION L WESTERN ALLIED SERVICES COMPANY is the lowest responsible bidder 9 for: DESIGNIBUlLD OF AN ENERGY -EFFICIENT REPLACEMENT OF A CHILLER AT 10 THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, 11 MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. A contract is awarded 12 accordingly to said bidder in a total amount of $115,741.00, but such award shall be effective 13 only upon being fully executed by both parties, All other bids, therefore, are hereby rejected, 14 The Mayor is hereby authorized and directed to execute said contract on behalf of the City; a 15 copy of the contract is ATTACHED AS Exhibit "A" and incorporated herein by reference as 16 fully as though set forth at length, 17 SECTION 2, Capital funds for the project are required. The Purchasing Manager is hereby 18 authorized and directed to solicit, as needed, lease-purchase rate quotes under existing Master 19 Lease Agreements and to award a lease-purchase to the lowest responsible leasing company, 20 SECTION 3, This contract and any amendment or modifications thereto shall not take effect 21 or become operative until fully signed and executed by the parties and no party shall be obligated 22 hereunder until the time of such full execution, No oral agreements, amendments, modifications 23 or waivers are intended or authorized and shall not be implied from any act or course of conduct 24 of any party, 25 05/19/00 Western Allied - Page 1 of2 . , 2000-127 RESOLlITION OF TIlE MAYOR AND COMMON COUNCIL OF TIlE CITY OF SAN BERNARDINO TO WESTERN AI.LIED SERVICES COMPANY FOR DESIGNIBIiILD OF AN ENERGY-EFFICIENT REPLACEME1H OF A CHILLER AT TIlE GALAA'Y RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECIIA.'iICAL, ELECTRICAL AND ROOF REPAIR WORK. 1 SECTION 4, This resolution is rescinded if the parties to the contract fail to execute it 2 within sixty (60) days of the passage of this resolution, 3 4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a Joint Regular meeting thereof, 6 held on the 5th day of June , 2000, by the following vote, to wit: 7 COUNCIL MEMBERS AYES NAYS ABSENT ABSTAIN 8 ESTRADA 9 LIEN 10 MCGINNIS 11 SCHNETZ 12 SUAREZ 13 ANDERSON 14 MCCAMMACK 15 x x x x x x x Q_'A-".11 );;.~ C~k 16 17 The foregoing resolution is hereby approved this 7:du June day of ,2000, 18 19 20 21 Approved as to form and legal content: 22 23 JAMES F, PENMAN City Attorney 24 25 Western Allied - Page 2 of 2 2000-127 EXHIBIT "A" AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is made and entered into this 7th day of June 2000, by and between the CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "City" and WESTERN ALLIED SERVICES COMPANY , a California corporation, hereinafter referred to as "Contractor". WITNESSETH WHEREAS, City desires to obtain professional services for design/build for an energy- efficient replacement of A city owned chiller at the Galaxy Recreation Center to be a turnkey installation and to include all design, structural, mechanical, electrical and roof repair work; and WHEREAS, in order to provide for the design, preparation of plans, securing of permits and approvals, drawings sufficient to allow plant review and construction and to provide accurate as constructed drawings for record purposes and to provide the construction services necessary to complete the designated aspects of the construction of the replacement chillers and accompanying plant equipment it is necessary to engage the services of a design Contractor and construction firm; and WHEREAS, Contractor is qualified to provide said professional services as well as construction services; and WHEREAS, San Bernardino City Council has elected to engage the services of Contractor upon the terms and conditions as hereinafter set forth, NOW, THEREFORE, it is mutually agreed, as follows: 1. SCOPE OF SERVICES Contractor shall perform those services specified in "Scope of Services" and as contained in the proposal dated May 10_ 2000 , copies of which are attached hereto as Exhibit "1", hereinafter referred to as "Work" and incorporated as though set forth in full. All services shall be performed in acceptance with the timetable set forth in Exhibit "1", 2. TERM OF AGREEMENT The services of Contractor are to commence immediately after the City has authorized work to start by issuance of a Notice to Proceed, The scheduled completion dates are shown in the proposal and shall be modified to reflect the actual date of the Notice to Proceed and may be adjusted by 2000-127 AGREEMENT FOR PROFESSJONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNlBUll.D OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN. STRUCfURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. .' the City as determined by progress of the work. This Agreement shall expire upon completion of the project or as directed by the City unless extended by written agreement of the parties. 3, STANDARD OF PERFORMANCE Contractor will, at its sole cost and expense: (a) Complete all work product, construction and design in conformance with Standard Specifications for Public Works Construction (Greenbook) current edition, standards established by the South Coast Air Quality Management District, County of San Bernardino, Controlling State Standards, Uniform Building Codes, Electrical and Mechanical Codes, the City of San Bernardino's Standard Drawings and the project specifications, (b) Conduct and carry out the Work in accordance with the terms and conditions of this Agreement and diligently pursue completion of the Work in accordance with the timetable set forth on Exhibit 1. (c) Supervise and direct the Work, using Contractor's best skill and attention. Contractor will be solely responsible for and have control over the construction, means, methods, techniques, sequences, procedures and for coordinating all portions ofthe Work. (d) Unless otherwise provided in this Agreement, provide and pay for all labor, materials, equipment and tools necessary for the proper execution and completion of the Work. (e) Enforce strict discipline and good order among the employees, subcontractors and agents carrying out the Work and employ and permit the employment of only qualified persons skilled in tasks assigned to them in performing the Work. (f) Secure all govemmentallicenses and inspections necessary for the performance and completion of the Work in accordance with all laws, statutes, ordinances, building codes and regulations applicable to performing the Work (the "Applicable Laws") other than those to be obtained by City, (g) Comply with and give all notices required by all Applicable Laws. However, Contractor's does not assume the obligation to determine whether the Work or this Agreement is in accordance with all laws and regulations applicable to the City, (h) Keep the facilities and the surrounding area free from the accumulation of waste materials and rubbish resulting from Contractor's performance of its obligations under this Agreement and on or before completion of the Work, remove from and about the facilities, all such waste materials and rubbish, and all of Contractor's tools, equipment, machinery and surplus materials, except that, as provided in Section 9, the City will remove and dispose of all toxic or hazardous material removed from the facilities. 06/02/00 Western Allied - Page 2 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNIBUlLD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUcrURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. (i) Take reasonable precautions for the safety of, and provide reasonable protection to prevent damage, injury or loss as a result of the Work, including without limitation coordinating the Work with the City's on-site safety program, 4. CHANGES/EXTRA SERVICES A. Performance of the work specified in the "Scope of Services" is made an obligation of Contractor under this Agreement, subject to any changes made subsequently upon mutual agreement of the parties, All such changes shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due Contractor for the change in scope, Any change which has not been so incorporated shall not be binding on either party, B, No extra services shall be rendered by Contractor under this Agreement unless such extra services are authorized, in writing, by City prior to performance of such work. Authorized extra services shall be invoiced based on Contractor's proposed rates, a copy of which is included in the proposal and incorporated herein as though set forth in fulL 5. COMPENSATION A. The City shall reimburse the Contractor for actual costs (including labor costs, employee benefits, overhead, profit, other direct and indirect costs) incurred by the Contractor in performance of the work, at the rates listed in the proposal and for the tasks completed and partially completed in accordance with monthly billings in an amount not to exceed $115,741. B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity, or character of the work to be performed, Any such significant alteration shall be agreed upon in writing by City and Contractor before commencement of performance of such significant alteration by Contractor. Any adjustment of the cost of services will only be permitted when the Contractor establishes and City has agreed, in writing, that there has been, or is to be, a significant change in: I. Scope, complexity, or character of the services to be performed; 2, Conditions under which the work is required to be performed; and 3. Duration of work if the change from the time period specified in the Agreement for Completion of the work warrants such adjustment. C, The Contractor is required to comply with all Federal, State and Local laws and ordinances applicable to the work and which are in effect as of the date of the notice to proceed. The Contractor is required to comply with prevailing wage rates in accordance with California Labor Code Section 170, 06/02100 Western Allied - Page 3 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNIBUlLDOF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. 6. PAYMENT BY CITY A. The billings for all services rendered pursuant to this Agreement shall be submitted monthly by Contractor to City and shall be paid by City within twenty (20) days after receipt of same, excepting any amounts disputed by City, Dispute over any invoiced amount shall be noticed to the Contractor within ten (10) days of billing and a meet and confer meeting for purposes of resolution of such dispute shall be initiated by the city within ten (10) days of notice of such dispute, Interest of 1 Y:z percent per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not in dispute and not paid within thirty (30) days of the billing date, payment thereafter to be applied first to accrued interest and then to the principal unpaid amount, On disputed amounts, interest shall accrue from thirty (30) days of the invoice date if the amount in dispute is resolved in favor of the Contractor. B, Should litigation be necessary to enforce any term or provision of this Agreement, or to collect any portion of the amount payable under this Agreement, then all reasonable litigation and collection expenses, witness fees, and court costs, and attorney's fees shall be paid to the prevailing party, The costs, salary and expenses of the City Attorney and members of his office in connection with that action shall be considered as attorneys' fees for the purposes of this Agreement, 7. SUPERVISION AND ACCEPTANCE OF SERVICES A. The Facilities Manager of the City, or his designee, shall have the right of general supervision over all work performed by Contractor and shall be City's agent with respect to obtaining Contractor's compliance hereunder. No payment for any services rendered under this Agreement shall be made without prior approval of the Facilities Manager or his designee. B, Contractor shall perform the Work as an independent contractor and shall not be considered an employee of the City, This Agreement is by and between Contractor and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, between the City and Contractor, C. When Contractor believes that all or any phase of the Work has been completed in accordance with the terms of this Agreement, Contractor will submit a Certificate of Substantial Completion to the City, The Certificate of Substantial Completion will describe the Work substantially completed and include a commitment by Contractor to complete any remaining portion of the Work or the completed phase, The parties intend that work will be accepted as it is substantially completed, D, The City will, within five (5) business days after receiving the Certificate of Substantial Completion, inspect the Work that is described as completed in the Certificate of Substantial Completion, E, If the City does not accept that Work, the City will deliver written notice to Contractor describing in detail the material respects in which that Work fails to conform to the description of that Work set forth on Exhibit 1, In that case, Contractor will take such actions as it 06/02100 Western Allied - Page 4 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNIBUlLD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECllANICAL, ELECTRICAL AND ROOF REPAIR WORK. deems appropriate to cause that Work to conform to the description set forth on Exhibit I in all material respects, Contractor will then issue another Certificate of Substantial Completion pursuant to paragraph (a), F. If that Work substantially conforms to the description of that Work set forth on Exhibit I, the City will accept that Work by signing the Certificate of Substantial Completion and returning it to Contractor. If the City does not deliver any written notice to Contractor within ten (10) business days of receiving the Certificate of Substantial Completion, the City will be deemed to have signed and returned the Certificate of Substantial Completion, G, The date on which the City accepts Work or a phase of said Work is referred to herein as the "Acceptance Date" of such Work or phase. 8. REPRESENTATIONS Each party represents that: (a) It has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and it is in good standing under the laws of the state of its organization or incorporation, (b) The execution, delivery and performance of this Agreement have been duly authorized by its board of directors or governing body, as the case may be, and in accordance with its organizational documents. (c) This Agreement has been duly executed and delivered on its behalf by signatories so authorized and constitutes its legal, valid and binding obligation, (d) The execution, delivery and performance of this Agreement will not result in a breach or violation of nor constitute a default under any agreement, lease or instrument to which it is a party, ( e) To the best of its knowledge there is no pending or threatened judicial or administrative proceeding that could have an adverse effect on the validity or enforceability of this Agreement or such party's ability to perform its obligations under this Agreement. 9. DISCOVERY AND DISPOSAL OF HAZARDOUS SUBSTANCES (a) If any Hazardous Substances are discovered at the facilities during the Work, such discovery shall constitute a cause beyond Contractor's reasonable control and Contractor shall have the right to cease the Work until the City, at its expense, as appropriate, tests, abates, encapsulates, cleans up, removes and disposes of such Hazardous Substances, 06/02100 Western Allied - Page 5 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESlGNIBUlLD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. (b) If the City so requests, Contractor shall assist the City by providing the City a list of qualified disposal companies, arranging contracts between the City and a qualified disposal company and coordinating the Work willi the activities ofa qualified disposal company. Although budget costs for such services may be included in program proposals and cash flow analyses, the City will be directly responsible for contracts and payment to disposal compames, 10. INSURANCE Contractor shall, at its expense, maintain commercial general liability coverage and employer's liability coverage of at least $1,000,000 each occurrence, $5,000,000 aggregate, and workers' compensation coverage, to protect such party and its officers, directors, agents and employees from any claims under workers' compensation and other employee benefit acts and from any and all other claims for bodily injury, including death and personal injury and from claims for property damage which may arise with respect to this Agreement. Contractor shall submit to the City completed Certificates ofInsurance evidencing such coverage, Contractor will name the City of San Bernardino as an additional insured on the policy, Except for City's negligence or misconduct, Contractor shall indemnify, defend and hold City and City officers and employees harmless from all damages, cost and expenses because of damages to property or personal injury suffered by reason of, or in the course of performing the Work by Contractor or any of Contractor's employees, subcontractors, or agents, The parties expressly agree that any payment, attorney fee, cost or expense City incurs or makes to or on behalf of an injured employee under its self-administered workers compensation program is included as a loss, expense or cost for the purpose of this section, The provisions of this section will survive the expiration or early termination of this Agreement. 11. DEFAULT AND TERMINATION (a) If Contractor or the City: (1) Fails to make any payment as it becomes due in accordance with the terms of this Agreement, (2) Fails to perform or observe any other covenant, condition, or obligation to be performed or observed by it hereunder, or (3) Made in this Agreement any materially false, misleading or erroneous representation to the other party, then the other party shall have the right to send a notice of termination of this Agreement. During the thirty-(30) day period beginning on the date of such notice, Contractor and the City will negotiate in good faith toward an amicable resolution of 06/02100 Western Allied - Page 6 of 10 2000-127 AGREEMENT FOR PROFFSSIONAL SERVICES WITH WFSTERN ALLIED SERVICES COMPANY FOR DFSlGNlBUlLDOF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUcruRAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. the default. If no such resolution is agreed upon in writing within such period, this Agreement shall terminate, (b) Ifproceedings under any bankruptcy, insolvency, reorganization or similar legislation are instituted against or by a party, or a receiver or similar officer is appointed for a party or any of its property, and such proceedings or appointments are not vacated, or fully stayed, within thirty (30) days after the institution or occurrence thereof, the other party shall have the right to terminate this Agreement by written notice, such notice to be effective upon delivery. (c) The non-defaulting party may, at its discretion, exercise all remedies available at law or equity or other appropriate proceedings, including bringing any action or actions from time to time for the recovery of damages as a result of such default, and all costs and expenses reasonably incurred in the exercise of its remedies hereunder (including attorneys' fees), 12. ASSIGNMENT ( a) Except as provided in this Section, neither party will assign any of its rights or obligations hereunder without the prior written consent of the other party. This Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties, (b) The City may transfer or assign its rights and obligations under this Agreement to a successor purchaser of the facilities if such assignee or transferee explicitly assumes in writing the obligations of the City under this Agreement. 13. EXCUSED DELAYS If either party will be delayed in or prevented, in whole or in part, from performing any obligation or condition hereunder with the exception of the payment of money, or from exercising its rights by reason or as a result of any ''force majeure" or due to the failure of the other party to perform its obligations hereunder, such party will be excused from performing such obligations or conditions while such party is so delayed or prevented. The term ''force majeure" as used herein means acts of God, acts of government, strikes, lockouts, or other industrial disturbances, acts of public enemy, blockades, wars, insurrections or riots, epidemics, landslides, fires, storms, floods, earthquakes, explosions, water damage, lightning, freeze-ups, theft, malicious mischief, electrolytic or chemical action, unusual delays in transportation, or other similar causes beyond the control of such party, 14. NOTICES Any and all notices between the City and Contractor provided for or permitted under this Agreement or by law will be in writing and will be deemed duly served when personally delivered to the party, or in lieu of such personal service when deposited in the United States mail, certified, postage prepaid, addressed to such party at the address of such party listed on 06/02/00 Western Allied - Page 7 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNlBUlLD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. the signature page to this Agreement or at such other address as is given to the other party by like notice, A copy of any notice to Contractor shall be sent to Western Allied Services Company. P,O, Box 3628. Santa Fe Springs. CA 90670 (Attention: Mike Gallagher) 15. MISCELLANEOUS (a) Term, This Agreement will take effect when signed by both parties and, unless sooner terminated, will continue until the parties have satisfied their obligations under this Agreement. (b) Forum and Law, This Agreement is considered to have been made at City of San Bernardino, County of San Bernardino, Contractor and the City agree that any and all disputes arising out of or in connection with this Agreement will be brought only in the jurisdiction of me County of San Bernardino, California, Contractor and me City each consent to the jurisdiction of me County of San Bernardino, CA and each agree to the service of process in accordance with the law of the State of California, (c) Entire AlD'eement, This Agreement, including its Exhibits, which Exhibits are incorporated into this Agreement in their entirety, contains me entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, letters, brochures and other material relating to its subject matter, No amendment, waiver or discharge of any provision of this Agreement will be valid unless in writing and signed by any aumorized representative of the party against which such amendment, waiver or discharge is sought to be enforced. (d) Non-Waiver. The failure of either party to insist in any instance upon strict performance of any of the provisions of this Agreement will not be construed as a waiver of any such provision nor affect any present or future rights hereunder. (e) Interpretation. The headings and me table of contents are for reference and convenience only and will not be considered in the interpretation of this Agreement, The language used in this Agreement will be deemed to have been chosen by the parties to express their mutual intent and no rule of construction will be used to construe language against either party. (t) Severability, Ifany provision of this Agreement is held to be unenforceable, then both parties will be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement will be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and economic result. If such unenforceable provision does not relate to the payments to be made to Contractor, and if the remainder of this Agreement is capable of substantial performance, then the remainder of this Agreement will be enforced to the extent permitted by law, 06/02100 Western Allied - Page 8 of 10 2000-127 AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESlGNIBUlLDOF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUcrURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. (g) Indevendent Parties, Nothing contained in this Agreement will be deemed or construed for any purpose, to establish, between the parties, a partnership or joint venture, a principal-agent relationship, or any relationship other than City and independent contractor.. (h) Non-Discrimination, During the performance of this Agreement, Contractor agrees that Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation in the selection and retention of employees and subcontractors and the procurement of materials and equipment. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 16. COMPLIANCE WITH CIVIL RIGHTS LAWS Contractor hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, age, handicap, religion, sex, marital status or national origin, in accordance with Federal, State and Local laws, Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading, and promotion. In addition, Contractor shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of race, color, age, handicap, religion, sex, marital status or national origin in compliance with State and Federal laws, 06/02/00 Western Allied - Page 9 of 10 .' 2000-127 . AGREEMENf FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICFS COMPANY FOR DESlGNIBUILD OF AN ENERGY-EFFICIENf REPLACEMENf OF A CIIILLER AT THE GALAXY RECREATION CENfER AND ALL DESIGN, STRUcrURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. CITY OF SAN BERNARDINO. By: Judith Valles ItS: Date: ~h /O(J I Address for notices: City of San Bernardino 300 North D Street San Bernardino. CA 92418 Attention: Jim Sharer Approved as to form and legal content: JAMES F, PENMAN City Attorney WESTERN ALLIED SERVICES CO. ~~~ Its: SA l..e s. 1M. G-A...- <oH 00 Date: Address for notices: WESTERN ALLIED SERVICES COMPANY P,O, Box 3628 Santa Fe Springs. CA 90670 Attention: Mike Gallagher 06/02/00 Western Allied - Page 10 of 10