AGR-6957 - HIGH TECH FURNISHINGS LTD - PURCHASE AND INSTALLATION SERVICES FOR CITY COUNCIL CHAMBER REMODEL PHASE 2AGR-bq57
PROFESSIONAL SERVICES AGREEMENT
Purchasing and InstallaHon Services for Council Chambers Remodel, Phase 2]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement' is made at
Orange, Califomia, on this 3t day of March 2020 (the "Effective Date") by and
between the CITI' OF ORANGE, a municipal cocporation ("City"), and HIGH TECH
FURNISHINGS, LTD., a Califomia corporation ("Contractor"),who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulries and restrictions in
performing the work. Contractor shall perform all services in a manner reasonably satisfactory to
City and in a manner in conformance with the standards of quality normally observed by an enrity
provided such services to a municipal agency. All services provided shall conform to all federal,
state and local laws,rules and regulations and to the best professional standards and practices. The
terms and conditions set forth in this Agreement shall control over any terms and condifions in
Exlubit "A" to the contrary.
Randy Nguyen, Principal Civil Engineer ("City's Project Manager"), shall be the person
to whom Contractor will report for the performance of services hereunder. It is understood that
Contractor's performance hereunder shall be under the supervision of City's Project Manager (or
his/her designee), that Contractor shall coordinate its services hereunder with City's Project
Manager to the extent required by City's Project Manager, and that all performances required
hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the
City Manager.
2.ComuensaHon and Fees.
a. Contractor's total compensation for all services performed under this
Agreement,shall not exceed THIRTI'-SEVEN THOUSAND ONE HiJNDRED NINE DOLLARS
and 10/100 ($37,109.10)without the prior written authorization of City.
b. In addition to the scheduled Work to be performed by the Contractor, the
parties recognize that additional,unforeseen work and services may be required by the Authorized
City Representative. In anticipation of such contingencies,the sum ofFIVE THOUSAND SEVEN
F LTNDRED NINET'1' DOLLARS and 90/100 ($5,790.90) has been added to the total
compensarion of this Agreement. The Authorized City Representative may approve the additional
work and the actual costs incurred by the Contractor in performance of additional work or services
in accordance with such amount as the Authorized City Representative and the Contractor may
agree upon in advance. Said additional work or services and the amount of compensation therefor,
up to the amount of the authorized contingency, shall be memorialized in the form of a Change
Order approved by the City Manager on a form acceptable to the City Attorney. The Contractor
agrees to perform only that work or those services that aze specifically requested by the Authorized
City Representative. Any and all additional work and services performed under this Agreement
shall be completed in such sequence as to assure their completion as expeditiously as is consistent
with professional skill and caze in accordance with a cost estimate or proposal submitted to and
approved by the Authorized City Representative prior to the commencement of such work or
services.
c.The total amount of compensation under this Agreement, including
contingencies, shall not exceed FORT'I' TWO THOUSAND NIIVE fIUNDRED DOLLARS and
ooiioo $az,voo.00>.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incuned.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work perfomied.
c.City will pay Contractor the amount invoiced within thirry (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Chanae Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and unril such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjushnent of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which aze required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Indeuendent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent confractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
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expense, fumish all faciliries, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payanent of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor aclmowledges that it and any subcontractors, agents or empioyees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any ofthe benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Confractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Desienated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons otherthan those designated.
9. Assianment or Subcontractine. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shal]be of any force
or effect unless the assignment has the prior written approval of City. City may temunate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Comnletion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five (5)days of the Effective Date
of this Agreement and diligently prosecute completion of the work. The installation shall be
completed within fourteen (14) days after commencement of installation, or as otherwise agreed
to by and beriveen the representarives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecurion of Contractor's work.
12. Liquidated Damases. Contractor shall pay City, or have withheld from monies
due it, as liquidated damages, the sum of Two Hundred Fifty Dollazs ($250)per day for each and
every calendar day's delay in finishing the installation within the time specified, including any
written extensions which may be granted, in writing, in accordance with this Agreement.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfacrion of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
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will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed aznount stated in Section 2.a, above,
absent a written amendment to Uris Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports,plans, citations, materials, manuals, tecUnical data, logs, files, designs and other products
produced or provided by Contractor for tlus Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Emplovment Opportunitv. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin,mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants aze employed,
and that employees are freated during employment, without regazd to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recruitment or recruihnent advertising,layoff or termination,rates ofpay or other forms
of compensation and selection for training, including apprenriceship. Contractor agrees to post in ,
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regazd to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Contractor shall cause the foregoing pazagraphs (a) and(b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to lmow that Contaactor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Govemment Code.
17. Indemnitv.
a. To the fullest extent pemutted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City(collectively the "Indemnitees") enrirely hamiless from all liability arising
out of
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1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and a11 claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either d'uectly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which aze the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Conhactor, at its own expense, cost and risk, shall
indemnify any and all claims, acrions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
c.Except for the Indemnitees, the indesnnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemniries set forth in this secrion shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation inswance as required by law
for the protecrion of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensarion benefits under any
City program. "
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance sball cover
bodily injury, death and property damage and be written on an occuirence basis.
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c.Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollazs ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which aze applicable to a given loss shall be available
to City. No representation is made that the miuiuium insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declazed to be addirional insureds under the
temis of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City wil]accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum lunit of One Million Dollazs ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) yeazs from the date of completion of tlris
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover]iabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall fumish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of inswance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify Ciry if any required 'msurance lapses or
is otherwise modified and cease performance ofthis Agreement unless otherwise directed by City.
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In such a case, Ciry may procure insurance or self-insure the risk and chazge Contractor for such
costs and any and all damages resulting there&om, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has ageed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any inswer providing insurance to either Contractor
or City with respect to the services of Contractor heiein,a waiver of any right to subrogation wluch
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall fumish sepazate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to ternrinate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Ageement, unless terminarion by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Insnection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and complerion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regazding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least tluee (3) yeazs after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be fumished if requested.
21. Compliance with all Laws/Immiaration Laws.
a. Contractor shall be knowledgeable of and comply with a11 local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 ofthe California Labor Code,for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
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prevailing wage determinations for crafts can be ]ocated on the website of the Department of
Industrial Relations (www.dir.ca.Qov/DLSR). Addirionally, to perform work under this Contract,
Contractor must meet all State registrarion requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigrarion Reform and Control Act of 1986
IItCA); and
2) Has not and will not Imowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitarion, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
iinmigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Deparhnent of Labor, or the Social Security
Adminisharion.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.b.
e.Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees aze eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees worldng under tlus Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.d.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate temunation of this Agreement by CiTy.
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h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines,penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regularions in connecrion with the performance of this Agreement.
22. Governina Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shal] be in
Orange County, Califomia.
23. IntearaHon. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written,pertaining to the work to be perfomied under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. NoHce. Except as otherwise provided herein, all notices required under ttris
Agreement shall be in wri6ng and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each pariy at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" C1TY"
High Tech Fumishings, Ltd. City of Orange
27636 Ynes Rd., L7-209 300 E. Chapman Avenue
Temecula, CA 92591 Orange, CA 92866-1591
Attn.: Douglas J. Kanczuzewski Attn.: Randy Nguyen
Telephone: 951-279-5773 Telephone: 714-744-5531
E-Mail: doug@hightechfiunislungs.com E-Mail: rnguyen@cityoforange.org
25. Counternarts. This Agreement may be executed in one or more countecparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder of page intenfionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day fust above written.
CONTRACTOR" CITY"
HIGH TECH FURNISHINGS, LTD. CITY OF ORANGE, a municipal corporation
a California corporatio
By: By: l .
Printed N las Kanczuzewski rk A. Murphy,Mayo
Title: President
jl 'ATTEST:
Printed Natne: Sand Kanrzuzewski
Title: Secretary Treasurer
Am Q v.V
Pamela Coleman, City Clerk
APPROV AS TO FORM:
M E. Binni
nior City Att ey
NOTE:City requires the following signature(s) on behalf of the Conhactor:
1)the Chairman of the Board,the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
ofTcer holds more than one corporate offlce,please so indicate. OR
The corporate officer named in a corporate resoluNon as authorized to enter
into this Agreement. A copy of the corporate resolution, certi£ed by the
Secretary close in time to the egecution of the Agreement,must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
FURNISHINGS, LTO_
Maste craflsmen to the broadcast industry."
January 30,2020
City of Orange
Randy Nguyen
300 E,Chapman Ave.
Orange,CA 92866
Quote For City of Orange Counctl Chambers,per prel(minary Information supplied to fnclude...
1 J New Dias Top oui of Walnut veneer,comprised of
a) Monitor openings for each seated position in face of Dias
b) Cable path for signal and power thru each monitor opening
Labor Wood 71,424
Labor Installafion 7.208
Material 4344
2) New maple wood veneer on face of Dias fo include,
a) Removal of old wood veneer and metal plates
bJ Fill in and smooth any irregularities in Dias face
c) Add new Maple wood veneer to face and ends of Dias
Labor Wood 1,332
Labor Installation 3,998
Moterial 0
3J Two new Rack mount cabinets comprised
a Desk heighi rack mount
b) Fronf and rear rack rail
cJ Front hinged glass door
dJ Rear lift off door
eJ Laminate surface ond walnut Trim
f) Remove old racks
Labor Metal 816
Labor Wood 1,877
Labor Installation 545
Material 2896
iotal Cost$34,440
Sales Tax $ 2669.10
Pricing includes delivery and supervised installation ai prevailing wage rafe but excludes applicable sales
tax. Cunent manufacturing and pre-ordering are 6-8 weeks ARO.
Stncerely,
r-
i. ,
Douglas J.Kanczuzewski
P esident
High Tech Fumishings Ltd-27636 Ynez Rd L7-209, Temecula, CA 92591
951 279-5770 - 951 279-5773 (faic) - www.HighTechFumishings.com