HomeMy WebLinkAboutC-1816AMENDMENT NO. 2 TO AGREEMENT FOR FIXTURE AND EQUIPMENT
APPRAISAL SERVICES BY AND BETWEEN THE ARCADIA
REDEVELOPMENT AGENCY AND DESMOND, MARCELLO & AMSTER
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the
Arcadia Redevelopment Agency, a public body, corporate and politic, organized under the laws of
the State of California, and Desmond, Marcello & Amster, a California Corporation, with respect to
that certain Professional Services Agreement between the parties dated November 7, 2001, as
amended July 20, 2004 ( "Agreement').
The parties agree as follows:
1. The Scope of Work is hereby amended to include, without limitation, the, appraisal of the
fixtures -and equipment pertaining to Uniforms 4 School, 33 -B West Huntington Drive;
Arcadia, CA 91007.
2. The compensation for the additional work set forth in Section 1 of this Amendment No. 2
shall be $3,000.
3. All other terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date set forth below.
ARCADIA REDEVELOPMENT AGENCY
By U i
i
Executive Director
Dated: AAM .2004
Agency Secretary
APPROVED AS TO FORM:
Agency Attorn ey
Title
Dated: `j -6=1 , 2004
CONCUR:
Don Penman,
Deputy Executive Director
AMENDMENT NO. 1 TO AGREEMENT FOR FIXTURE AND EQUIPMENT
APPRAISAL SERVICES BY AND BETWEEN THE ARCADIA
REDEVELOPMENT AGENCY AND DESMOND, MARCELLO & AMSTER
This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and between the
Arcadia Redevelopment Agency, a public body, corporate and politic organized under the laws of
the State of California, and Desmond, Marcello & Amster, a California Corporation, with respect to
that certain Professional Services Agreement between the parties dated November 7, 2001
( "Agreement ").
The parties agree as follows:
1. The term of the Agreement is extended to and including December 31, 2005
2. The Scope of Work is hereby amended to include, without limitation, change orders in the
amount of $12,881.75 (which have been completed and paid for prior to the date of this
Amendment No. 1) for fixture and equipment appraisal updates in FY 2003 and in the
amount of $12,000 (plus a contingency of an additional $1,500 if approved by the Agency in
advance) in total not to exceed $13,500 for fixture and equipment appraisal updates in FY
2004, to be completed in accordance with the requirements in the November 7, 2001
Agreement and Exhibits thereto.
3. All other terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set forth below.
ARCADIA REDEVELOPMENT AGENCY
By tun
Executive Director
Dated: 7 2004
7T ST:
ZIA
Agency Secretary
APPROVED AS TO FORM:
Agency Attorney
CONSULTANT
DESMON , MARCELLO & AMSTER
By ,
Title
Dated: .2004
CONCUR:
Don Penman,
Deputy Executive Director
0
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AfMRA CERTIFICATE OF LIABILITY INSURANCE
06/07 /2 a
PRODUCER (714)569 -2700 FAX (714)S69-3099
PrideNark Insurance Agents/Brokers
.A Leavitt Group C
p omP an Y
1820 E. First Street Ste.p500
Santa Ana, CA 82705
THIS CERTIFICATE 1S ISSUED ASA MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
L COVERAGE RDED BY- THE POLICIES BELOW.
'
INSUR ERB AFFORDING COVERAG E NAIC0
—
wslaTen oesmond- -N— arce -- llo-and Amster " - -_.. ....__..__5._µH4_._
6060 Center Drive, Suite #825
Los Angeles, CA 90045
—_ —Insurance
Hartford Casualty
NSUPIPpE
Nw,'?Mc. Houston Casualty 7)
GsoQEP o
HsV? -.pE
THE POLICIES OF INSURANCE LISTED BELOW HAVEBEEN ISSUEO TO THE INSURED NAMED ABOVEFOR.THE POLICY PERIOD INDICATED. "NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER. OOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 14AY 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 SHOV W MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IlM
DO
IVr UP NBU1wrwE
HuLY:r. MWIVNIr
PoLlerenreems
realer clwlRAr x,
LIN,B
Or ANYHNO UPPNTIIE %IBUR£R.IT3 AGENTS ORREPRNB ATNRS.
AUTHOI DREPRE9E4TAME
OEtrERAL LIABILnY
72SBANM9496OX
08/15/2003:
08/35/2004
..
E ":H «Er:Lr,PENCE
's 1,000 000
X r.y irERgY iEPLRAL LP•BtTV
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Professional Liability
H70412062
04/16/2004
04/16/2DOS:
- -
Limit: °'$2,000, WO
Ded. SIS,ODO
acadi gN Redevelopment Agency, Sf s directors, officials.. fL cers0N9
rcadia Redevelopment Agency, Its directors, officials. eirplayees; agents and. volunteers
hall be named additional insured as respects qeneral liabililtY for- claims 'arising from the
perations of the named insued.
°10 Days notice of cancellation for nonpayment of premium.
evised Certificate supercedes -all others
,r Ate unt neo raver Fl I A71mm
ACORD 2512001108) ® ACORD CORPORATION 1988
BHM)ULDANY OF TN6 ADO'Yfi 0E3CRIDGD POUC68 DE CANCELLfiO OGFORB THE
E %PRATONPATE THEREOF nrE g9wNONEURER WLL ENQFAV Mly AL
Arcadia Redevelopment Agency
Attn: Peter Kilnhand
A30 DAYSWWTTENt= CETOTNEC6RWICAMWLMRNAMEOTOTMELER,
BUTFNLURE TOLMILBepI NOTICE MALL NPOBE NO OBUOATIOH OR LVBLITY
240 West Huntington Drive
Or ANYHNO UPPNTIIE %IBUR£R.IT3 AGENTS ORREPRNB ATNRS.
AUTHOI DREPRE9E4TAME
Arcadia, CA 91066
/� �/�/
K r Eakle /EC gLGGA./.L.-
ACORD 2512001108) ® ACORD CORPORATION 1988
0
IMPORTANT
0
If the certificate holder is an ADDITIONAL INSURED, the policy(Ies) must be endorsed, Astatement
on this certificate does not confer rights to the certificate [voider in lieu of such endoisemen4s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of tho policy, certafn policies may
require an endorsement A statement on this certificate does not confer rights to the certificate
holder in lieu of such endomoment(s).
DISCLAIMER
The Cerlilicate of Insurance on the reverse side of this form does not constitute a contract tbet "en
the issuing insurer(s), authorized representative or producer, end the certificate holder, nor does it
affirmatively or negatively omohd, extend or alter the coverage afforded by the policios'listed thereon.
ACORD 2512001108)
07/07/2004 11:32 31034855 DMA • PAGE 05
t
COMMERCIAL GENERAL LIABILITY COVERA( iE FORM
Various provisions in this policy restnot'coyerage. Read
the entire policy carefully to detamdno rights, dudes and
what is and is not covered.
Throughout this policy the words you" and 'your" refer to
the Named Insured shown in the Declarations, and any
other person or organization quadfAng as a Named
Insured under title "icy, The words "we", "ue and "our"
refer to the stock insurance company member of The
Hartford providing this Insurance.
The word "insured" means any person or organization
qualifying as such under Section If - Who is An insured.
Other worcia and phrases that appear in quotation marks
have specie) meaning, Rarer to sedan V- Oefinitiwts,
SECTION I - COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAIdAOE LIABILITY
1. Insuring Agreemant
a. We will pay fhose sums that the insured becomes
legally obligated to pay as damages because of
"bodily injury' or "property damage" tc which this
insurance applies. We will have the right and duty to
defend the Insured against any "aura seeking those
damages. However, we will hava no duly to defend
the insured against any •sulr seeking damages for
"bodily Injury" or "property damage" to which this
Insurance does not apply. We may, at our
dlseredon, investigate any "occurmce" and gable
any claim or auk" that may result. out
(1) The amount we Vitt pay for damages is limited
as described In Section id - Limb Of Insurance;
and
(2) Our right and duty to defend ends when we have
used up the appiiaable draft of Insurance in Vie
Payment of judgments or settlements undar
Coveragas A or B or medical euperms untler
Coverage C.
No other obligation or liability to pay sums or
Perform acts or services Is covered unless wiplioay
Provided for under Supplementary Payments -
Coveragee A and B.
b. This I�utuN�rtco apples to "bodily injury and
"progeny mage" only if:
(1) The "bodily injury" or "property damage" Is
caused by an "oocurrence" that takes plate in
the "cover"" territory":
(2) The "bodily injury' or' iroperty damage" occurs
during the porroy paria and
(3) Prior to the policy pert, f, no Insured listed under
Paragraph 1. of S"t t It - Who Is An Insured
and no "employee" aL iodzed by you to give or
race" notice of an "c currance or claim, knew
that the "bodily injury r "property, damaga" had
occurred, in whole cr in part, if such a listed
insured or authorized employee' knew, prior to
the Potty period, V t the "toddy injtuy' or
bropeHy damage" occurred, then any
continuation, Change or resumption of suoh
"bodily Injury or "pr; ,xy damage during or
Aft the policy perb will be deemed to have
been known prior to ti- , policy period_
c. "Bodily Injury or " propert damage" VIII be deemed
to have bean known to h, re occurred at the earliest
time when any Geared li, ad under Paragraph 1. of
Section ii: -Who is An cured or any "employee"
euthoflaed by you to 9h or receive notice of an
"occurrence" or claim!
(1) Reports all, or any pi
"property damage" to
(2) Receives a written or
damages because
"Property damage a,
(2) Becomes aware by a
Injury' or 'property
has begun to amt.
t, of the "bodily Injury" or
e or any other Insurer,
erbar demand or claim for
f the 'bodies Injury' or
f other means that "bodily
image" has occurred or
d. Damages because of "bodily Injury' include
damages claimed by en; person or organization for
care, loss of services or leedr resulting at any time
from the "body Injury'.
a. Incidental Medical Mal native
(1) "Bodily Injury. arisinE
feiNre to snider
sarvlcas as a p
emergency medical
shall be deemed
"occurrence ", but ON
out of the rendering of or
rofa9sional health care
yslcian, dentist, nurse,
bachnictan or paramedic
to be caused by an
d:
(a) the physiclah, t ,mist, nurse, emergency
madlcai tachnicla or paramedic is amploybd
by you bo Provide uch services, and
(b) you are not on! aged In the business or
occupation of pro ding such aervices,
HG 00 01 10 01 II Pitta 1 of 16
0 2001, The Hartford
(Includes cepyrigMed material of Insurance Sarvloas Ofloe, [to., with Its per rissjon_)
H
07/07/2004 11:32 310348556
T
(2) For the purpose of determining the limits of
insurance for Incidental medical malpraotice,
any ad or omiasion together Wth ail related sots
or omissions In the furnishing of these serAose
to any one person will be considered one
"occurrence".
2. Exclusions
This insurance does not apply to:
a. Bxlteated Or Intended Injury
"Bodily Injury" or 'property damage" expected or
intended from the standpoint of the insured. Thla
exclusion does not apply to 'bodily !Nuns' or
"property damage" resulting from she use of
reasonable farce to pn* of persons or property.
b, Contractual Liability
"Bodily injuy" of "property damage" for which the
insured is obligated to pay damages by reason of
the assumption of liability in a contract or
agreement, This exclusion does not epply to Ilaba'dy
for darn";
(1) That the insured would have in the absence of
the conlradt or agreement; or
(2) Assumed In a contract or agreement that is an
'Insured contract', Provided the "bodily injury' or
'property damage" occulg subsequent to the
execution of the contract or agreement. Sol ely
for the purposes of liability assumed in an
"insured contract ", reasonable attorney fees and
necessary tiagstion expenses Incurred by or for
a parry other than an insured are deemed to be
damages because of "bodily iNury' or "property
damage', provided:
(a) Llabitih' to such party for; or for the cost of,
that POWs defense has also been assumed
in the same'ineured contraer: and
(b) Such attorney fees and litigation expenses
are for defense of that party against a civil or
alternative dispute resolution proceeding in
Which damages to wNQh this insurance
applies are alleged.
o, Liquor Lisbnity
'SWIly Injury' or iproperly damage" for which any
insured may be held liable by reason of:
(1) Causing or contributing to the intoxloaaon of any
person;
(2) The futi VHng of alcoholic bavarages to a
person under the legal drinking age or under the
InOUanoe of alcohol; or
(3) Any statuts, ordnance or regulation relating to
the Bala, gat, distribution or use of alcoholic
beverages.
DMA . PAGE 06
This exclusion applies only if you are in the
business of manufach ng, distributing, selling.
i
eervne or furnishing atcc olio baveragea.
d. Workers' Compensatiei And Similar laws
Any obligation of the I surad under a workers'
compensation, dlsabpryy enaflta or unemployment
compensation law or any fimilar law.
e. Employer's Liability
'Bodily injury" to:
(1) An 'employee" of the
In the course of;
naured arising out of and
(a) Employment by th Insured; or
(b) Performing duties related to the conduct of
the insured'* bush ass; or
(2) The spouse, child, f Trent, brother or sister of
that "employee" as a pnaequence of Paragraph
(1) above,
This exclusion applies;
(1) Whether the insure may be liable as an
employer or in arty oil 3r capaoilyi and
(2) To any obligation it share damages with or
repay someone else who must pay damages
beogwo of the Injury,
This exclusion does not apply to liability assumed
by the insured under an ' taumd contract'.
Pollution
(1) "Bodily Injury' or "pn rerlydamage ' arising out
of the aohral, anegar or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollurtante'
(a) At or from any remises, she or location
which Is or wa< at any time owned or
occupied by, or snted or loandd to, any
Insured. Howevel this subparagraph does
not apply to:
(1) "Bodily Injury . I sustained whin a
building and , weed by smoke, fumes,
vapor or wool from equipment used to
heat that build g;
pq "Bodily Injury" ar "property damage' for
which you ma; be told liable, H you am a
coribnotor am the owner or lessee of
such premiser she or location has been
added to got policy as an additional
Insured wtih aspect to your ongoing
operations pe onned for that additional
Insured at tha premises. eke or location
and wish prey sea, site or location Is not
and never wai owned or occupied by, or
rented or lose od to, any Insured, other
than that add8 anal Insured; or
Page 2 of 16 ', HG 00 0110 01
07/07/2004 11:32 31034B55io
111CM
PAGE 07
(iii) "Bodily injury or "property damage"
(e) At or from oily, pr mises, sae or location on
arsing out of heat, amoke or fumes from
which any Insun I or any canhzotora at
a "Ilouleflre ";
aubcontraclors w icing directly or IndireWy
(b) At or from any premises, site or location
on any insured' behalf are performing
which to or was at any time used by or for
apamtlore It ft perafts we to test for,
any insured or others for the honoring,
monitor, clean u , remove, contain, treat,
storage, disposal, processing or treatment of
detoxfry or neutre cs, or in arty way respond
waste;
t0, or assess the i fact: of, "pollrrtente,
(0) Which are or were at any time transported,
(2) Any loss, cost or expo me arising out of any'
handled, stored, treated, disposed of, or
(a) ReQuest, daman , order or statutory or
processed as waste by or for
ragulahiry requfrc tend that any insured or
(f) Anyinsumd; or
others test for, n miter, dean up, remove,
(iQ Any person Or organization far wham you
contain, treat, dot dfy or noutroMm, or in any
way respond to, it assess the effects of,
may be legally respor4ible; or
'pollutants"; or
(d) At or from any premises, *b or location on
(b) Claim or suit y or an behalf of a
which any Insured or any contract= or
governmental i rUmily for damages
subcontrattars working directly or indirectly
because of teslln for, monitoring, dasning
on any insureds behalf are performing
"pollutants"
up, removing, containing, treating,
operations if the we brought on
detoxifying or ne draltdng, or In any way
or to the premises, sae or location in
raspOhding to, or assessing the effects of,
connection with such operations by such
"pollutants".
insured, contractor or subcordracter.
However, this subparagraph does not apply
However, this pare gph does not apply !9
to:
ca liability for damage : bemuse of "property
(f) "Bodily MluhY w "WoPertY damage"
"property
damage" that the it ;ured would have In the
absence of such n peest, demand, order or
arising out of the of fuels,
lubricants or Other operating fluids which
statutory , or regulat y requirement, or such
claim or "sufr by or c i behalf of a governmental
are needed to pvrlonm the normal
authority,
electrical, hydraulic or meehanicsl
funotiona necessary for the operation of
g Aircraft polo Or Water raft
"mobile oquipmenr or Its parts, If such
" Bodily Injury" or -props y damage" arising out of
fuels, lubricants or Other operating fuida
the ownerahlp, malntene ice, use or entrustment to
escape from a vehicle part designed to
others of any aircraft, "a to' or watercraft owned or
hold, store or receive them. This
operated by Of ronted or caned to any Insured, Use
exeeptlan doom not apply if the "bodity
includes operation and "I ading or unload'ing".
Injury' or "property damage" arises out of
the intentlonef discharge, dispersal or
This exopwon applies van if the claims against
release of the fuels, lubricants or other
any Insured allege negli once or other wrongdoing
in the supervision, hlrin , smoloyment, training or
operating fluids, or If such fuels,
mOnitorihg of others >y that insured, it the
lubricants or other operating fluids are
"occurrence" which cac ad the 'badly Injury or
brought on or to the premises, site or
"Property damage" t volVed the awriarshlp,
location with the intent that they be
maintenance, use or or uatment to others of any
discharged, dispersed or released as pant
aircraft, *auto* or wat mmfl that is owned or
of the operations being Performed by
eudh Irmsed, contractor or subcontractor
operated by or rentao or mined to any Insured,
'BodtY rjw'y Or 'Property damage"
This exclusiondoesnot spy
auSMIned within a bulidthg and caused by
(1) A watercraft while a on lore on premises you cum
tO relesae of gases, fumes or vapors
or rent;
from materials brought into that bu0dlrtg
(2) A watercraft you do r t own that Is:
ti connection with operations being
performed by you or an your behalf by a
(a) Less 411on tit feet mg: and
00rftotor or subcardrec r,, or
(b) Not being used to carry persona for a
(Ifr) "Bodily Injury' or "property damage"
charge;
arising out of heat, smoke or fumes from
a "hostile nre".
I
me 00 01 10 01
N
Page 3 of 10
Q7/07/2004 11:32 31034855 DMA • PAGE 08
(3) Parking an "auto". on, or on the ways next to,
(6) That particular pan of my property that must be
Promises you own Or rent, provided the 'auto" is
restored, repaired ar replaced because your
not owned by or rented or loaned to you or the
work• was Incorrectly erformed on It.
Insured;
Paragraphs (1), (3) and 4 ,) do net
(4) Liability assumed under an Insured canheot"
ty Y
wP (ethic Own dint
aPPISI to "pr0i»rly dame( r" (ether then damage by
for the ownership, maintenance or use of aircraft
fire) to premises, tncluc tg the contents of such
or watercraft;
Premises, rated to you )r a period of 7 or fewer
(5) "Bodlly hhjury" or "property damage" arising out
bonsecuhue days. A in tarate limit of Insurance
of the operation of any of the equipment listed in
applies to Damage To PI raises Rented To You as
Paragraph f.(2) 6e f43) of the definition of
described In Section III — Amite Or Insurance.
"mobile equipment"; or
Paragraph (2) of this am islon does not apply It the
(6) An aircraft that Is hot owned by any insured and
premises are your work' )nd were never 000upted,
A hired, chartered or loaned with a paid crew.
ratted or held for rental k •you..
However, this exception does not apply If the
Paragraphs (3) and (4) of this exclusion do not
Insured has any other insursnce for such "podlty
apply to "property dame )' arising from the use of
injury' or "properly damage", whether the other
elevators.
Insurance is primary; excess, contingent or an
Paragraphs (3) (4), (5) ; td (0) of this exclusion do
any other haels.
not apply to liability as umsd under a sidetrack
h. Mobile Equipment
agreement.
"Bodily Injury or "property damage" arising out of:
Paragraph (4) of this e) duslon does not apply to
(1) The transportation of "mobile equipment" by an
`property damage" to boo awed equipment while not
'auto" owned or operated by a rented or loaned
being uead to perform op rations at Me lob site,
to any Insured; or
Paragraph (4) of this e; lualon does not apply to
(2) The use of *mobile equipment" In, or while in
"ptaperty damage' Ire idad in the "products-
practice for, or while (zing prepared for, any
completed operations he xT.
prearranged recing, speed, ciamclftion, or
k. Damage To Your Pradt t
stunting activity,
'Property damage" t0 "yt or product" aAaing out of it
I. War
or any part of it
"Bodily Injury' or "property damage* due to war,
I. Damage To Your Work
whether or not declared, or any act or condition
incident to war. war includes civil war, insurrection,
"Prosy damage" to "yi or work" arising out of It or
Or mvolu0on. This exclusion applies only
any part of h end Mt ludsd In the "products
completed operations he arer.
to liability assumed under a contract or agreement.
I. tramagaTeproperty
,g BxGuatat dose not pply'd the damaged work
or the work out of whit the damage arises was
„Property damage' to;
performed an your behal by a subcontractor.
(1) property you own, rent. or occupy, Including any
m. Damage To impaired P )party Or Property Not
C" or expanses inured by you, or any other
Physically Injured
person, crgantaation or entity, for' repair,
replacement, enhancement, rotgration or
"Pmpart dernage" to "impaired property" or
maintenan a of such property for any reason,
proparlythat has not bee r physically injures, aflsirtg
cut of
Including prevention of injury to a person or
damage to anotheh property;
(t) A defect, deficiency, ratdequacy or dangerous
(2) Premises you asp, glue sway at abandon, if the
condition in 'your pro j& or yea• work "; or
"property damage" asses out of any part of
(2) A delay or failure to you or anyone acting on
those premises;
your behalf to parlor i a contract or agreement
(2) Property loaned to you;
in accordance with itf erma.
(4) Personel property in the care, custody or oonTof
This exclusion does not rpply to the foss of use of
other properly arising at of sudden and a0dontal
of the insured;
physical injury to "your p )duaC' or "your work" after
(6) That particular part of real property on which you
It has been put to Its Into led use.
or any Contractors or Subcontractors worsting
directly or indirectly on your beam are
performing operations, If the "property damage"
arises out of those operations; at
Page 4of10
HG 00 0110 011
67/07/2004 11:32 310348556 IM1A 9 PAGE 09
n. Recall Of Products, Work Or Impaired
Property
Damages cfalmad for any loss, Cost or expanse
incurred by you or others for the loss of use,
withdrawal, rECsfi, inspection, repair, replacement,
adjustment, removal or dispose[ of:
(1) "Your product",
(2) "Your work% or
(3) "Impaired property;
if such product, work, or property Is withdrawn or
recalled from the maiket or from use by any person
or organization because of a known or suspected
defect, deaolency, Inadequacy or dangerous
condition In it.
o. Personal And Advertising injury
'Bodily Injury' arising out of "personal and
advertising inyjry"_
P. Employment - Related Practises
"Bodily Injury" to:
(1) A person arising out of any "employment—
related practices'% w
(2) The spouse, Child, parent, brother or sister of
that person am a ConsequLnce of "bodily injury
to that person at whom any "employment- related
practices' am directed.
This exclusion applies:
Excluslona c. throUgh n. do
fire, lightning or explosion h
you or temporarily occupied
the owner. A sapersta limit i
coverage as described In
Insurence.
not COY to damage by
premises While rented to
ry you With permission of
Insurance applies to this
Section III — Limb Of
COVERAGE IS PERSONAL AN r ADVERT1111ING INJURY
LIABILITY
1. Insuring Agroament
a, 'We Will pay those Sums
legally obligated to pay
"personal and adverbs
klsumnoe applies. We v
to defend the Insured i
those damages. Howavr
defend the Insured a(
damages for "personal
which this insurance do
our discretion, Investigs
any claim or "suit" that m
(1) The amount we will
at described In Sacih
and
(2) Our right and duty to
used up the applloet
payment of judgme
Coverages A or IS c
Coverage C,
(1) Whether the insured may be liable as an
employer or In any other capacity: and
(2) To am/ obligation to share damages with or
repay someone also who must pay damages b
because of the injury.
a. Asbestos
Any damages, judgments, settlements, loss, costa
or expenses trot
(1) May be awarded or Incurred by reason of any
claim or suit alleging actual or threatened Injury
or damage of any nature or kind to persons or
property Nmioh would not have occurred in
whole of in part but for the "asbestos hazard":
(2) Arise out of any request, demand or order to test
for, monitor, dean up, rem", encapsulate,
Contain, treat, detoxify or neutralize or In any
way respond to or assess the effects of an
"asbestos hazard",' or
(3) Arise out of any claim or boil for damages
because of testing fix, monitoring, clesning up,
lymoving, enrapsuletlng, containing, treating,
detoxifying or neutreRang or in any way
responding to or assessing ft eflocle of an
"aebeetos hazard".
No other obligation or
perform acts or services
provided for under Si.,
Coverages A and B.
This Insurence applies e
injury" Caused by an o
business but only it the
the 'coverage tenitoy' d
2. EXCluslons
This insurance dose not spi
a Knowing Violation Of F
'Personal and adverbs
offense committed try, I
consent or acqubawnr
expectation of Inflicting
iNw-
b. Material Published Wit
"Personal end advertlair
written or elec trmtio put
by or at the direction of
of its falsity,
a Materiel Published Pdt
'PerSorlal and advertle[r
written or electronic pu
first publication took pie
the policy period,
hat the Inured becomes
as damages because of
g injury" to vMrh this
I have the right and duty
laint any '"soft" seeking
, we Will have no duty to
(trial arty 'suif' seeking
and advertising Injury" to
s not apply.. a may, at
P My offenses and settle
V result. out
ry for damages Is limited
i III -- Unnito Of Insurenow,
lefend and when we have
111mit of insurmtae In the
is or settlements under
medical expenses under
liability to pay sums w
s Covered unless explicitly
plemantary Payments
"personal and sdvertleing
ense erteing otn of your
tfi'anse was Committed in
dng the policy period.
r to:
gate Of Another
g Injury" caused by an
the direction or with the
of the insured with the
'personal and advertising
Knowledge Of Falsity
injury' arising out of oral,
cation of material, if done
is insured with knowledge
To Policy Period
injury' arising out of oral,
Ioodon of material whose
e before the beginning of
No 00 at 1001 Page aMl6
07/07/2004 11:32
,
310348556 DMA • PAGE 10
d. Criminal Acts
"Personal and advertising Injury' arising out of a
criminal act committed by or at the direction of the
Insured.
6, Contractual Liability
'Personal and advertising injury' for *high the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to lability
for damages that the Insured would have in the
absence of the contract or agrgamem.
L Broach of Contract
'Pa sonal and advertising injury' arising out of a
breach of contract, except on Implied wmtt d to
use another's " advertstng idea" in your
"adverdsomerd".
g. Quality Or Performance Of Goods — Failure To
Conform To Statements
"Personal and advertising inlurv,4 arising out of the
failure of goods, products or services to conform
with any statemerd of quality or performance made
In your "advertisement'.
h. Wrong Posartption Of Prices
"Personal and advertising injury" arising out of the
wrong deecriptlon of the price of goods, products or
services:
t, Infringement Of Intellectual Property Rights
"Psraonal and advertising injuy arising out any
violation of any Intellectual property rights such as
copyright, parent, trademark trade name, trade
secret, service mark or other designation of origin
or authenticity.
However, this exclusion doss not apply to
Infringement. In your'advertlssment", of:
(1) Copyright;
(2) Slogan, unless the slogan Is also a tradsmark;
trade name., service mark or other deelgrwtion
of origin or authenticity; or
(3) Title of any literary or artistic work.
J. Insureds In 111sdla And Internet Type
Bualnesses
"Personal and advivang Injury' committed by an
Insured whose business is:
(1) Advertising, broadcasting, publishing or
tolocas6ng;
(2) Doaigntpg or determining content of We ages
for othe ; or
(3) An Internet search, access, content or service
provider.
However. Itris exduslon does not apply to
Paragraphs 1f.a., b. and o. of "pononal and
advertising lryury' under the Definitions 9sctlon,
Page 8 of 18
For the purposes of tl s exduslOn, placing an
"advertisement" for or to no to others on your web
site, by itself. is not U sidered the business of
advertising, broadcasting ouatlandng or telecasting.
k, elaotronlo Chatrooms C , Bulletin Boards
"Personal end advertlsln Injury' arising out at an
eleolnonlo dub om or ifletin board the Insured
hosts, owns, or ever wt )h the insured soterclaes
control.
1. Unauthorised Use of pct ether's Name Or
Product
"Personal and advertlain injury arising out of the
unauthadzed use of are tens name or product In
your e-mail address, do sin name or metatag, or
any other similar tact a to mislead anothor�s
potential customers.
m, Internet AOvertlaament And Content Of Others
"Personal and advertistry injuy arising out of:
(i) An'adverdsamsat "fc othorson your web•stte;
(2) Placing a ink to a v ib site of others on your
web she;
(3) Content, Including I formation, Bounds, text,
grephlCS, or Images nnl a web stile of others
displayed within a frs is or border on your web
site; or
(4) Computer code, softy are or programming.
n. Right Of Privacy Crash 1 By Statute
"Personal and advertlslr irdury" arising out of the
violation of a parson's r Iht of privacy created by
any slate or firderel eat
However, this o0kWon - yes not apply to liability for
damages that the ins red would have in the
absence of such state or aderel sot
o. VbiedanOrAnti -Trust mr
"Pamonal and advertlsl 3 injury' arising out of a
violation of any anti-trust aw.
P. securities
"Pamoral and advertisir I Injury' arising out of the
fluctuation in price or ve . s of arty shocks, bona of
other securities,
q, Discrimination Or Hum lotion
"Personal and advt Using Injury' that is
discrlminsto n or humils on committed by or, at the
direction of any %x otdtva office, director,
stogaakler, partner or n :mbar of the 1 wrod.
r. EmpioymertFRelated P aotioas
"Personal and advertlain iqury' to:
(1) A person arising r it of any 'employmenl-
related pracdow'; or
HO 00 0110 01
P7/07/2004 11:32 31034855
(2) The spouse, child, p hent, brother or sister of
that person as a consequence of "personal and
advertising injury" to that person at whom any
"empkryment- ralated practices" are directed.
This exclusion applies:
(1) Whether Ana insured may be gable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else wns must pay damages
because ofthe injury.
a. Pollution
"Personal and advertising Inju1110 arising cut of the
actual, alleged or threatened discharge, dispersal.
seepage, mtgreeon, release or escape of
"poilutente" at any time.
t. PolludonA41atod
Any loss, cost or expense anaing out of any.
(1) Request demand or order that any Insured or
others test for, monitor, clean up, remove,
contain, treat, deUvy or noutralize, or in any
Way respond to, or assess the &Recta of,
'Pollutants': or
(2) Claim or suit by or on behalf at a governmental
authority for damages beceuse of testing for,
monitoring, cleaning up, removing, conleining,
treating, detox"ng or nautra)zing, or in any way
responding to, or assessing the effeds of,
"pollutants".
COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as daaoribed below
for "bodily Injury" COUSad byan accident:
(1) On promises you own or rent;
(2) On ways next to premises you own or rerrg or
(2) Because of your operations;
provided thab
(1) The Accident takes piece in the "coverage
tanftW and during the policy padod:
(2) The expenses are incurred and reported to us
within three years of the date of the acd0ard;
and
(3) The Injured person submits t0 emininatkIn, at
our expense, by physldans of Our Choice se
often as we reasonably require,
,
b. We will make these payments regardless of fault
These payments will not exceed the applicable limit
of insuranog. Vie will pay reasonable expenses for,
(1) First aid adminlstared at the Alma of an accident;
(2) Necessary medical, surgical, x -ray and dental
services, Including prosthetic devices; and
He 00 01 10 01
h
DMA
•
PAGE 11
(3) Necessary ambulum r, hospital, professional
nursing and ftmeral all vloos,
2, f oluslons
We Will hot 'pay expenses for bodily lnjuly':
a, Any Insured
TO any Insured, sxaept 1% luntear workers%
b. Hired Person
To a person hired to do w xk for or on behalf of any
insured or a tenant of a10 nsured.
F Injury on Normally Oac pied Promises
To a person bfjurad on iat part of pramises you
own or rent that the perst I normally occupies.
d. Workers COmpensattor And Similar Laws
To, a person, whether or iot an "employee° of any
Insured, ti benafhs for th1 ' bodly injury" are payable
or must be provided undi a workers' Compensation
of disability banetits law c a similar law.
e. Athletics Activities
To a person irdured while eking part in a651etice.
f. Products"Comptated OI orations Hazard
Included wfthln the'prac ots-o0mpleted operation&
htaard".
g. Coverage A Exclusions
115ro611ed Under Coverag A.
h. War
Due to war, whether or A declared, or any act or
Condition incident to we , War Includes civil war,
InsurrO)tien, rebellion or wolution.
SUPPLEMENTARY PAYMENT I— COVERAGES
AAND 8
1, W901 pay, with respect to my dalm we Invedgets or
settle, or any "euir against a insured we defend;
a. All expenses we incur.
b. up to $1,000 for cos of till bonds required
baeauae Of accidents or ofgc law violations arising
out of the use of any v hide to which the Bodily
fnjUly Liability Coverage pp0es. We do not have W
k mfth these bonds.
+n The coat or bonds to rel ase attachments, but only
for bond amdunia with i the applicable limit of
Insurance. We do not he r to furnish two bonds.
d. Alt reasonable expenses ncuxred by the Insured at
our request to asalst i i in the investigation or
defense of the claim or silt", including actual Was
of earnings up to 6600 W because of time off
from work.
a, An costs taxed against tt insured in the "gulf".
Page 7 of 16
@7/07/2004 11:32 31034855 DMA PAGE 12
2.
f. PrQludgmeru interest awarded against the Insured
on that part of the Judgment we pay. If cub make an
Oft to pay the applkaWe lima of insurance, we will
not pay any prejudgment interoat based on that
period of time after the oNr,
e. All interest on me full amount of any judgment that
accrues after ontry of the judgment and before we
have paid, offered to pay, or deposited in court the
part of the judgment that is waft the applicaWa
limit of insurance.
These payments will not reduce the limb of insurance.
If we defend an insured apalost a "euft" and an
indemnitee of the insured Is also named as a party to
the "sue, we will defend that indemnitee if all d the
following conditions are met:
a. The "tuit" against the indemnitee soaks damages
for which the Insured has assumed the liability of
the indemnitee in a contract or agreement that Is an
"7naured contract";
b, This insurance applies to such liability assumed by
the Insured;
m The obligation to defend, or the GOBI of the defense
of, that htdemnhes, has also been asstuned by the
insured In the samo'lnsured contract';
d. The allegations In the "suit" and the Information we
Know about the `occurranoe' art such that no
con4kx appears to exist betwitan the Intereem of the
Insured and the interests of the indemnitee;
e. The indemniteo and the insured ark us to conduct
and control the defense of that indemnitee against
such "sut" and egret that we can asalgn the earn*
counsel to dekmd the insured and the Indemnitae;
and
f, The Indemnites;
(1) Agrees In wtting to:
(a) Cooperate with us in the Investigation,
settlement or defense of the.'suit";
(b) Immediately sand us copies of any demands,
notice*, summonses or legal papers
received in oonnecdon with the
(c) Notify any Other Insurer whose coverage is
available to the indemnitee; and
(d) Cooperate with us with reaped to
coordinating otter applicable insurance
available to the indemnitee: and
(2) PmvWes us with wrieen authorization to;
(s) Obtain records and other informAtiod related
to the "suit'; and
(b) Conduct and control the defense of the
indemnitee In each "suit ".
So long as the above corn Torts are mot. attorneys'
fees incurred by Us it the d Ferri of that Indamnitoe,
necessary litigation axpanr s Incurred by us and
necessary litigation expe sea Incurred by the
Indemnitoe at our refit et will be paid as
Supplementary Payments NOMAthatanding the
prvvlskns of paragraph 1b. 1 of Section I — Coverage
A — Bodily Injury And Prope y Damage Liability, such
payments will not be deems to be damages for "bodily
INury' and "property demag " and eta not reduce the
limits of insurance,
our Obligation to defend an 1 suradhr fndemnitae and to
pay for attorneys' fees nd necessary litigation
expenses as Supplementary reyments ends when:
a_ We have used up the al htiable limit of insurance
in the payment of judgme is or settlements; or
b. The conditkxts set forth bove, or the terms of the
agreement described in I aragraph f above, are no
longer met.
SECTION 11 —WHO 13 ANINSt tED
1. if you are designated in the I agaralons as:
a. An Individual, you and � sir apm= are insured$,
but only with respect to ti i oonduot of a bustneaa of
which you are the We oh ter.
b• A partnership or joint ve lure, you are an insured.
Your members, yoru pa :nerd, and their spouses
We also Insureds, but sly with respect to the
conduct of yourbuslnees
c, A limited Ilabtltty, oompon you are an Insured. Your
metnitam are also insure s, but only vAth rasped to
the conduct of your bus .ass. Your managers are
Insureds, but grMy with raped to their duties as
your managers.
d. An organization other tan a partnership, joint
venture or limned Pabil f company, you are an
Insured, Your 'executive rWwW and directors are
Insureds, tot only with expect to their duties as
your officers or dbwW ,. Your stooktaktens are
also Insureds, but only t th respect to their liability
as stookhokl rs.
e. A trust you are an Irsu d. Your trustees are also
Insureds, but only with expect to their duties as
tru$tane.
Z Each of the folloWrig is also n IrWod:
a. Your "Muntaer worker
duties related to the cc
your remployeas ", other
offices' (d you are an
partnership, joint ver
company) Or your meat
liability a mparty), but or
of their employmed b$
duties related to the corn
" only while performing
fud of your business, or
tan either your, "axscull"
tga Won other than a
ire or limited dablitty
ism (d you era a limited
r for sots Wilton the scope
you or while performing
ad of your buarnasa,
Pug aAof10 Ho 00011001
07/07/2004 11:32 31034855 DMA PAGE 13
However, none of these "employsea" or "volunteer
workOW' ere insureds for:
(1) "Bodily Injury' or "personal and advertising
injury':
(e) TO you, to your pernlers or members (if you
are a partnership or Joint venture), to your
members (if you are a limited liability
company), to a co "employee while in the
0ourae of his or her employment or
Performing duties related t0 the conduct cf
your business, or to your other ' %Mluntm
workers' while performing douse related to
the conduct of your buainasa;
(b) To the spouse, child, parent, brother or sister
of that co•'emgoyse" or that 'volunteer
worker" as a consequenoa Of Paragraph
(1)(a) above;
(c) For which there is, any obligation to share
damages With or repay someone else who
must pay damages bacause of the injury
described in Paragraphs (1)(a) or (b) above;
or
(d) Arising out of his or her providing or falling to
provide professional health Care oanrices
unless he or she is a nuree, emergency
medical technician Or peramedlo employed
to provide such services.
(2) "woperty da magr to property:
(a) Owned. *Copied or used by,
(b) Rar+ted to, in the Care. custody of control of,
OF aver which physical control In being
exercised for any purpose by
YOU, any of your "employtlas ", "volunteer
workers ", any. partner or member (if you are a
partnership or Joint venture), or any member (t
you are a limited liability company).
b. Arry person' (other than your "empbyea" or
"volunteer worker"), or ary orgenlaatton while acting
as your real estate manager.
a Any person or orgerrrzation having proper
temporary custody of your property it you die, but
only:
(t) With respc,0t to liability arising out of the
maintanSIM Of use Of that property; and
(2) unfit your legal refxesentattve has been
appointed.
d. Your legal r, presentative N you die, but only with
respect to dubn se such. That representative will
have all your rights and duties under this Coverage
Part
He 00 0110 01 '1
e. Any subsk0ary, and out
which is a legally incorp,
own a financial Interest
voting shock on the aft
Part
The insurance afforded
not named in thin Cov
Insured does not appry
respect 10 whleh an Insr
Part Is also an Insured
would be an Insured um
termination or the ext
Insurance.
9, With respect to 'mobile equ
name under any motor vet
person Is an Insured while
along a public highway with
person or organization rose
such person is also an insun
liability arising out of the op
and only cif no other Insurance
that person or organization ft
Person or Organization is an t
a. "Bodily injury' to a ca=
driving the egUipmant; or
IL "property damage" to pro
In the charge of or ocoupl
of any person who re
provision.
ilddary thereof, of yours
aced entity of which you
F more than 80% of the
ve date of the Coverage
arein for any subskilary
rape Part as a named
3 Injury or damage with
vd under this Coverage
under another policy or
V such palloy but for rte
usdon of its dtmhs of
anent" registered in your
As registration law, any
driving such equipment
rur permission, Any other
tsdbla for the conduct of
1, but only with respect to
ration of the equipment,
of any kind la available to
this liability However, no
cured with reaped to:
nployas" of the person
arty owned by, rented to,
d by you or the employer
an insured under this
8. Any organization you newly a quire or form, other than
a partnership, joint venture c limited liability company,
and oysr which you mainti h ownership or majority
Interest, will quatTy as a Nei ad Insured If there Is no
other similar Insurance avat ble to that orgentrat)on.
However.
I& Coverage under this prov don is afforded only Uniii
the 100th day after yc i acquire or form the .
aWrikaton or the on of the po5oy period,
whoever to earlier,
ter. Coverage A does not a ply to 'bodily Injury" or
"property damage" the occurred before you
acquired or formed the On anizatiion; and
c, Coverage B does not apply to "personal and
advertising Injury" arise ) out of an offense
Committed before you cquired or formed the
erganaation.
S. With reaped to watemll yt h do not own that Is less
than 01 feet long and Is of being used to Carry
persons for a charge. any P coon is an insured whits
cpwMrig auoh watwcraR w h your Parml6eran, Any
other person or organlzat on . reepOoalblo for the.
conduct of such person Is als an Insured, but Only with
rasped to liability arising of of the operation of the
watercraft. and only if rte 0144 Inaurarh0e of any kind is
available to that person or or£ intzation for this Iiabllity.
Pegs 0 of is
0:7/07/2004 11:32 310340556 DMA • PAGE 14
However, no Person or Organization is an Insured with
(g) Products which, of r distribution or We by
respect th•
you, have been lot led or "baled or used
a. "Body Injury" to a oo "empioyee" of the Person
as a container, par or ingredient of any other
apetong the ewtercre8; or
thing or substance y or for the vendor.
b. "Property damage" tD properly owned by, corded to,
(2) This Insurance does hot amply to are thawed
in the charge of or vcoUPied by you or the employef
person or orgarh(zalk v from whom you have
of arty person vah0 ie an insured under true
acquired such wWtK t, or any ingredient, part
PrDVkion-
Or ocntainer, Ortega into, axampariying or
following are also an insured when you have
O0ntai°ing °udh Pro& th'
agreed. In writing, In a cdnttact or agreement that
b. Arw pemon or organiaat of from whom you lases
another person or � be added as an
bit wit MspsM to their liability
malts
additional ed on your dioon
oY, Provided the Injury or
anu�ouF of the once operation or use by
ng by
damage occurs a bs°quent to the soteouhon of the
Yvu of equlpmarrt leaned n you oy sulk person or
oorrtract or agreement.
orgarhtratien. A person's r orgy .t Hon a status as
However, no such Person or.organimnon is an insured
an insured under this P Waph ends when their
under this provision If such person or organpetiofh
GordraOt or agreement tih you for such teased
included as an insured by an endorsement !squad by
equipment ends.
us and made a pert of this Coverage Part
With res" to the I aurance afforded thee!
P., Any person or organization (referred to below as
additional Insureds, I a following additional
exclusions apply;
vendor), but only with respect to "tmdiy injury, Or
"PMP" damage" arising out of "your Products"
This insurance dose not h ply
which are distributed or sold In the regular course of
1, To Any "ecourrence" • hlch takes place after the
IN vendor's Ixsinass, subject to the fugowing
equlpmant lease expt :a;
additional exclusions;
2. TO "bodily h jur? or voperty damage' arising
• (i) The Insurance etforded the vendor dose not
out of the sole nest lame of such parson or
apply to'
orpenaation,
(a) "Bodily iryuy' or "Property damage" for which
o' Any person or orgardzr hn from whom you lease
the vendor is obligated to pay damages by
lerld or Promisee, but o y with respect to kolilty
resaon of fro aasumption of tiabllfly In a
arsing Out of the owners Ip, maintenance or use of
contract of agreemartt This sxdusion does
that part of the land or pr mrees leaped to you.
not apply to imbnky for damages that the
With TVSPW to the surence afforded these
vendor h+routd have In the absence of the
additional Insureds h e followlhg eddiflonal
contract or agreement;
exclusions apply;
(bl Any express warrartly uneuthorbwd by you:
This Insurance does not opjy to:
(D) Any physical or chsmical change In the
1. Any 'Occurrence" W cn takes place after you
Product rrtade Intantonaly by the vendor,
come to 10616 that Is d;
(d) Rapacka9ing, unl0ss unpacked eokyfur the
2.3buc0.lrel shistim , new construoton or
demolition operation performed by or on behalf
Purpose of kwP$ tlon, demonstration,
testing, or the Substitution pads under
of such person or org nizif on.
n the fa
inslruddona hmn the manufacturer, end then
d, Any archtteot. eoginasr, x surveyor, but on with
y
nepadtaged in the original container,
rasped to lisibility mitiln Out Of your premises or
(e) Any failure to make such inspections,
behshg operations Pan road by you or an your
ad)uetmonts,4al1 or servicing 61 the vendor
has agreed to mske or ofbu
With he6Pect to the hshuanoa atiohded these
course
to m�a;1kte In ire usual Douse of business, th
business,
ranriacticn with The distribution or sale of khs
addlllonal insureds, he (allowing motional
ecctuslars appy
orgActs;
This Insurance does n : appy io "body injury',
(t) Demonstration, instalk6on, ssrvtctng or
"P?Ope4 damage' or Sersonsi and advertising
irguryr arising out:of the lhdedng of or the failure to
repair ogaations, exmpt such opeadws
performed at the vendor's Premises in
render any profesetone services by or for you,
connection with the sale of the product;
including:
I. The propating, appro Ing, or failing to Prepare or
approve, maps, a op drawings, opirdws,
reporta, surveys. fiat orders, change orders or
drewMntie and speolflr ithoraq and
2 SuperhacrY. inapt lion, arohhoDtural or
anglneering activities
Page 10 of 16
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P
e. Any other person of orgadaidion who Is not an
Insured under Paregrephs d_ through d. above, but
only with respect to your operations, "your work" or
facilities owned or used by you.
No parson or orgaNiation is an insured with respect to the
conduct of any current or past partnership, joint venture or
limited lbabsfty company that is not shown as s Named
Insured in the Declarations.
SECTION III ." UMITS OF INSURANCE
1, The Limits of Insurance shown In the Dsdaretions and
the rules below fix the most we will pay regardless of
the number of.
a, Insureds;
b. Claims made or "suits' brought; or
Q Persons or organizations making claims or bringing
'Suits ".
2, The General Aggregate Limit Is the most we VIII pay for
the cum rile
a. Molest expenses under Coverage C;
b. Damages under Coverage A, except damages
became of `bodily ir4ury" or "property damage"
Included In the "products- completed oparetlens
hazard"; and
a. Damages under Coverage B,
3. The Producta- Completed Operations Aggregate Limit
Is the most we will pay under Coverage A for damages
because of "bodily injury" and "properly damage"
included In the "products - completed operations
haaW.
4. Subject to 2, above, the Personal and Advertising
Injury Urnit is the most we will pay under Coverage 13
for the sum of all damages because of oil "Personal
and advertising Injury" sustained by any one person or
organkation.
5. Subject to 2- or 3. above, whichever applies, rite Each
Oc ounronoo Limit Is the most we will pay for the sum of
i Pemages under Coverage A: and
b. Medical expanese under Coverage C
because of a0 '{idly injut" and 'proptyAy damage"
arising Out of any one ..o=rrence".
9
8. Subject to 5. above, the Damage To Premises Rented
To You Limit Is the moat we will pay under Coverage A
for damages because of "property damage" to any one
premises, while tented to you, or in the case of
damage by fire, lightening or explosion, while rented to
you or temporarily occupied by you with permission of
the owner_
In the calls of damage by fire, lightning or explosion,
the Damage to Premleve Rented To You Limit applies
to as damage proximately caused by the same event,
whaher such damage results from fire, lightning or
explosion or sry combination of these.
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PAGE 15
7. Subject to S. above, the Me cat Expense Limit is the
most we will Pay under Cc cape C for all medical
expenses because of "bodg; Injury" sualaried by any
one person.
The umito of Insurance of t e Coverage Pert apply
separately to each consetaldve mrnral period and to any
remaining period of less than V months, starting with the
beginning of the potioy period I own in the Declarations,
unlace the policy period Is extol led after Issuanoe for an
additional period of leas then is mordha_ in that case, the
additional period will be deemtec part of the last preceding
period for purposes of determinl g the Limits of Insurance.
SECTtONItf— COMMERCIALt ENERAI.UABILt1Y
CONDITIONS
1, Bankruptcy
Bankruptcy or Insolvenoy, ' the insured or of the
insureds estate will not rel ve us of our obligations
under this Coverage PaR
2, Duties to The Event Of Oct irrenoo, Oftn al, Clalm
Or Suit .
a. You must sae to it that i a ace notftfad as soon ae
practicable of an "occun nce" or an offense which
may mW in a claim.
(1) To the extent posslblt not ce should in*de:
(a) How, when and 1, here the "ocatirranco" or
offense took place
(b) The names and addresses of any Injured
persons and wt1ns sea; and
(a) The natute and nd m of any utJttry or
damage arising c it of the "cocurrence" or
offense.
(2) This Condition aE ass only when such
occurrence' or offer s Is known to:
(1) You, If YOU are an ndlvidual:
(2) A partner, If you a r a partnership;
(s) A manager, H % ,u are a limited liability
company;
(4) An "execueve ofd ir" or insurance manager,
It you era a corpo iilon; or
(6) Any trustee, if ym are a trust.
b. If a cialm Is made or "t If is brought against any
insured, you muek
(1) Immediately record It e spectflcs of the clairri or
"sub' and the dale re *ed; and
(2) No* us as a0ar as racgWble.
You must sect to it that • e receive wdtten notice of
the claim or "soft" as soc r as practicable.
But this condition will n t be considered breached
uMeas the breach coon . after suet claim or "suit"
is known to anyone gate In 2.a.011 above.
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s
o, You and any other evolved Insured must
(1) Immodlatary send us copies of any demands,
nodoes, summons" or legal papers recehbd In
connection. With the Claim or "aul";
(2) Authorize us to obtain records and Other
Information;
(3) Cooperate with us In Via invss0gallon or
settlement of the claim or defense against the
"gulf; and
(4) Assist us, upon our request. In the enforcement
of any right against any person or organization
which may be liable to the insured because of
irury or damage to which this insurance may
sto apply. .
d. No insured will, except at that insured's own coat
voluntarily make a payment, assume any obligation,
or incur any mosefse, other than for first aid, W11=1
our Consent.
3. Legal Action Against Uc
No person or argentartion has a right under this
Coverage Part
a, To Join us an a party or otherwise bring us Into a
"sub" asking for damages from on Insured; or
b. To sue us on tree Coverage Part unless all of its
terms have been fully compiled wltit.
A person ororllaniaation may sue us to recover on an
"it settlement or On a Anal ju dgmerd against an
insured; but we will not be liable for damages that are
not. payable under tits terms of this Coverage Part or
that are In atasest of the applicable limit of Insurance.
M agreed seitlament means a settlement and release
of liability signed by ue; the Insured and the olalmarit or
",- -Ute dahain a ISO representays,
4.• Other lnsurance
Vother.valld and oollso" Insurance is available to
the Insured for a lose we cover under Coverages A or
B of this Coverage Part, our obligatfone are limped as
r _ 6J Primary Insurance including Primary Additional
Insuranss For Addltldnal Insureds
This Insurances is Ornery except when b. below
appgee. If this insurance Is primary, our obligations
are not affected urulesa any of the other Insurance Is
: also primary. Than, wo will share with all that other
Insurance by the method described In c. below.
/ When this insurance Is primary, we will not seek
j' contributions from other insurance available to any
person or organization who is an Insured under
Paragraph & to Section II- Who (s An Insured.
b. Excess lnsumine
This Insurance not rq=" over.
I7) Any of,the attxer insurance, wheerer primary,
ss,
exceoongngent or on any other hosier
(a) That is Rm, Exte
Rlek, Installation R
"yourwo**,,
(b) That is tiro, Ilghbul
for premises rant
occupied by you
aMmar;
(o) Thm is I+eumince
your liability as
dsmage° to Pnilr
temporarily occugN
of this owner, or
(d) if the lose arises
use of alroreA "a
extent not subjsd
- Coverage A —
Damage Liability.
(e) If the lose arises c
borrowed equipmr
to the extent riot
Section I • Cover
Property Damage
(2) a+y other primary it
Covering IlaW for c
premises or opOnEft
added as an addition.
an andamemant
When thus insurance Is e
under Coverages A or
against any "Bar if any
defend the Insured age
insurer defends, we will
will be entitled to the I
two other Insurers.
dad Coverage, guilder's
k or similar coverage for
g or explosion insurance
i to you or temporarily
with permission of the
rchased by you to cover
a tenant for Opooperty
lass rented to you or
d by you with permission
it of the maintenance or
toe" or watercraft to the
> Baehmion g. of Mention 1
Delly injury And Property
1 of "property dernrigie to
it or the use of elevators
object to adusion J. of
got A - Bodily Injury Md
lability,
wrance available to you
usages arising out of the
r for which you have been
insured by altodrma nt of
;am, we will have no duty
iI to .defend the Insured
then hnaurer has a duly to
at that "eWi". if no other
idertake to do so, but we
steeds rights against all
When this Insurance is exam over other
insurance, we wig pay or y our share of the amount
of the lore, If arty, that a>, soda the sum oh
(1) The total amount IN
would par for the It
insurance; and
(2) The total of an di
amouuds under all IN
We will share the Tema
other Insurance that is r
insurance provision and
to apply In excess of the
in the Dedamgons of thf
a Method of Sharing
If an of the other Insure
stival shares, we cola fall
this approach each
amounts until n has I
Insurance or none of th
comes first
an each otter Insurance
a in the absence of this
(uctmle and seNtssaed
other inearanoe.
Mg loss, N any, with any
t described In this Exocess
era not bought spadfacly
-bn0a or Insurance shown
Coverage Pot.
ce permits contribution by
w thin method also. Under
,surer eentributas equal
dd its applicable nml of
r loss remains. whialiever
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If any of the other Insurance dose not permit
contribution by equal shares, we will oordritarte by
timtis. Under INS method, each insurer's stave is
based on the ratio of Its appiicable lank of Insurance
to the total applicable limits of Insurance of all
Insurers.
6. Prsmlum Audi
a. We vAll compute all premiums for this Coverage
Part In aaaordanve with our rules and rates.
b. Premium shown in this Coverage Part as advance
premium Is a deposit premium only. At the vlose of
each audit period we will compute the earned
premium for that period anti send notice to the first
Named Insured. The due date for audit and
retrospective premiums is the data shown as the
due data on the bill. If the sum or the advance and
audit premiums paid for the polay period ic greater
than the earned premium, we will Burn the excess
to the first Named Insured.
o. The Tust Named Insured must keep records of the
Information we need far premium computation, and
send Us capfee at such times as We may request.,
6 Repreaantations
a. When You Accept This policy
By accepting this policy, you agree:
(1) The statements in the Dedamftns are accurate
and complete;
(2) Those statements are based upon
repmoontatlons you made to u4; and
(3) We heyo lasued this policy In reliance upon your
representations.
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fell to disclose all
hazards relating to the conduct of your business
that eidet at the fneeptlan data of Coverage Part, we
shall not dargt noverags under Ilk: Coverage Part
because of such failure.
7. Separation Of lnsumde
Except with rasped to the Limits of Insurance, and any
rights or duties sped8cally assigned In this Coverage
Part to the first Named Insured. this insurance appiles:
p, As It eachlNamed Irmumd were the only Named
Insured: and
b. Separalelylto each insured against whom claim Is
made or "SOT is brought.
e. Transfer Of Rights Of Recovery Against Others To
u9
if the insured has rights to raeovet all or part of any
payment We (revs made under thia Coverage Part,
those rights are tronaferred to us. The insured must do
nothing agar loss to impair them. At our MUeet, the
Insured w9I bring "suit- or transfer those rights to us
and help us enforce them.
No 00 01119 01
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PAGE 17
9_ When We Do Not Rsnew
If the deckle not to renew 5 t Coverage Part, we wW
mail or debar to ere first No led Insured shown in the
paelarallone written nodde t the nonnorawal not lose
than 30 days before the elgli tdon date.
it notice is matted, proof o mailing will be aulgcient
proof of notice.
SECTION Y —DEFINITIONS
1. •Advertlsement" moans is widespread public
dissemination of informatio, or Images that has the
purpose of Inducing the at 3 of goods, products of
services through:
a. (1) Radio;
(2) Television;
(3) 801bowd;
(4) MagW*
(a) Newspaper, or
b. Any other publication at Is given widespread
publie distribution.
However. "advertisement" d n not Include;
a. The design, printed met tat, information or images
contained In, on or upor the packaging or labeling
of any goods or products or
b. An interactive oonverm ion between or among
persons through a oomp, er network.
2. - Advenlalrg idae mean ; any Idea for an
"advartiasment".
S. "Asbestoa hazard" means in exposure or threat of
exposure to the actual r alleged properties of
asbestos and Includes the r ens presence of asbestos
in any form.
4. "Auto" means a land motor • ihldle, trailer or semitrailer
designed for travel on pt So made, Including any
attached machinery or squl nent. But "auto" does not
Include "mobile equipment".
s "Boday Injury' moans bodily nWry, sickness or disease
Sustained by a person, Ins Udine merdal anguish Or
death resulting from any of t sea at any lime.
& ' Coverage torrRW means:
a. The United States a America (notuding He
territories and posses one). PudtA Rico and
Canada;
b. Intemeftal Waters or ;ttrspace, but orgy If the
injury or damage ocoun in the course of travel or
Iranaponation between my places included in a.
above; or
c. All other parts of the wr lo If the Injury Or damage
arises out of
(1) Goods or products f ado or odd by you in the
tan9ory described In , ebtive;
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07/p7/2004 11:32 31034855
(2) The a&Atias of e person whose home IS In the
territory described In a. above, but Is away for a
short time on your business; or
(3) "Pars" and advertising irW offense that
take piece through the Internet or aimrrar
eleclrordc means of communication
provided the insumd's responsibility to pay damaget is
determined in the United 81latse of Amends (mduding
Its terawries and poaacsaiona), Puerto Rloo or Canada,
in a "suit" on the merits &Mrdtng to the wtistani ive
law in such territory or in a settlement we agree to.
7, Tniployed' includes a " leased worker". "Employee"
does not include a "temporary worker.
8. "Employment- Ralatod Prectk:sa" means:
a. Reknssl to employ a person;
b. Torminadon of a parson's employment; or
0 8mployment- ralated practices, policies, acts or
omissions, such as coercion, damodon, evaluatlon,
rgeaalgnrnent, dlsclpine. defamation, harassment,
humit'ration or d isaiminagan directed At a person.
9. "FJcecutive officer" means a person holding any of the
officer potltiona created by your charter, consOludan,
ty"lewws or any other slmliar governing document.
lo."Hodls firs" means one which becornee uncontrollable
or breaks out from where M was Intended to tut.
11. "Impaired properly' .means tangilm property, other
than "your produc:r or "your work". that cannot be used
or Is less useful because:
IL It incorporates *Your producr or "your work' that Is
known or thowght to be L defective, deTiderd,
inadequate or dangerous; or
b. You have failed to fuKfi the tenna at a Cpntraot or
agreement
H such property can be restored to use by
a. The repair. replacement, adjustment or removal of
your produn^ or "your work"; or
III. Your fulfligng the terms of the contred or
agreement
is. "Insured CO MfW means:
a. A contract fof a lease of premises. H"Mr. that
portion of tpo contract for a lease Of promisee that
indamnifia9 any Parson or 0190= 9011 for damage
by fire, IighhUrlg or apioalbn to premises while
rented to 9bu or temporarily occupied by you with
perm'sslorilof the owner Is subject to the Damage
to Premigaa Rented To You Umlt dtlaclbad in
Section 1111 Limhs of Inauranoa:
It. Asldetrack,agreement;
e, Any easement or license agreement;
d.. An obligation. as required by ordinance, to
hhdemnti'y b municiparily, except In connection with
work for a mirrddpa W,,
page 44 of 10
I
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e. An elevator maintenance
L That part of any tithe
Pertaining to Your
mdemrhtilaadon of a morn
work performed for a mu
assume the tort liability a
'bodily DV%W or 'prop
person or orgardzo0on. T
that would be Impoaad b
contract or agreement
PAGE 18
greement:
contract or agreement
Arises (including an
4pa0ty In connection with
idpaRW under which you
another poly to pay for
rty damage" to a third
rt gablilly means a UNITY
haw in the absenw of any
Paragraph t. does not nclude that pert of any
contract or agreementt
(1) That Indernneles a architect, engineer or
surveyorfor thjury or r Image erlsing out Uf:
(a) Preparing, approv p, or fMftV tD PrePae m
approve, mspa, hop drawings, opinions.
reports, surveys, t old orders, change orders
or drawings and s adFlcatiorm or
(b) GhAng directions ' inaWOHons, or telling to
give them, it that the primary cause of the
Injury or damage; r
(2) Under which the surad, If an arohiteok
engineer or survey0 assumes fiabilhy for an
Infury or damage at ling out of the Insureds
rendering or fe6un to render profeeskift'
services. Including th ee Meted in (1) above and
supgrvls*, Inspe tton, arahhocWral Of
erwifiodring aetivto"
13,"Leaesd worker meant a m'son leased to you by a
labor lasting firm under a agroomerd between you
and the labor lessing firm, perform duties relaTad to
the conduct of your buslnc s. "Leased worker" does
not Include a'lemporay wo car.
14. "Loading or unJoading" mea a the handling of Properq.
IL After It to moved from th Plaoa where B is accepted
for movement into or or 5 an aircraft, watercraft or
"arno";
It. While M Is In or an an a craft watercraft or •auto`,
or
c. White it Is being moved nom an alum& watercadt
ar "auto° to the place wh is It Is finally d" at does but 'loading or unioupan a , ri Include the e1
movement of property b1 means
demos, other than a hand t ick, that Is not atiaohad to
the aircraft, watercraft or °a .o °.
16."Mobfia rfquJpment" means ny of the following types of
land vehicles, including a y attached mac hinaN or
equipment
a. Bulldozers, farts mac very, forkl'18s end otter
vehicles designed far use prMolpa ly off
roads:
b. Vehicles maintained fo use solely an or next tc
promisee you own or roc t
H6 00 0110 01
07/07/2004 11:32 310348556
a Vehicles that travel on ersWer treads;
d. Vehicles, whether self-propelled or not maintained
primarily to provide mobility to permanently
maerded:
(1) Power cranes, shovels, loaders, dig tars or drills:
or
(2) Road 0enstns:tion or resurfacing equipment
such oe graders, scre"m or rollers;
a. Vehicles not described in a„ b., c, or d. above that
ere net self - propelled and are maintained primarily
to provide mobility to permanenty attached
squlpment of the following types:
(1) Air compressors, pumps and generators,
induding spraynol, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment; or
(2) Cherry pitd ers and similar devices used to raise
or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other then the
transportation of persons or cargo,
However, self- propelled vehicles with the following
types of permanently atisoned equipment are owl
"mobile oquipmere but %4 be considefed •autos ":
(1) Equipment, of at least 1,000 pounds' gross
vehicle weight, designed primary ion;
(a) Snow removal;
(b) Rood maintenance, but not construction or
resurfacing; or
(c) Street dearift
(7) Cherry plotters and similar devices mounted on
automobile or truck drasale and used to Wee or
lower workers; and
(3) Air compressors, Pumps and generators,
including spraying, welding, building cleaning.
geophysical exploration, lighting and well
servicing equipment
It.•0ocurrance" moans an aorJdent, including continuous
or repeated exposure to substantially the same general
harmful conditions.
17.43enwrrlti and advirtising tnjtW mom irtiury,
Including consequerdlal 'bodily injury", easing out of
one or more of 11113 following off(Inses:
a. False arrest, detantlan or knpdmnment;
b. Malicious prossmition;
n The wrongful eviction from, wrerlgful entry Into, a
Invasion of it* right of private occupancy of a room,
dwelling or premises that a person occupies,
committed by or on behalf of its owner, landlord or
lessor,
ED
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PAGE 19
CL Oral, written or eleotror ) publcatln of msterlal
that sunders or libels a atiotn Or organFr.-don or
dlspsrage3 a pemon'e )r organizaaon's goods,
products or services;
o Oral, Written or alaotror ; publication or material
that violates a person's ri it OF privacy,
I. Copying, In your "adva isemanr, a person's or
cepntxaban's "acv a iq idea' or style of
"advertiaemenr:
q. Infdrigement of copyrigl , slogan, or 0Ue of any
gterary or ardeUO wort, in our `edvertleemmC; or
h. Discrimination or humills on that results in injury to
the feelings or reputation if a natural person.
i8."Pollutants" mean any solid, livid, gaseous or thermal
irritant or conlarninant, ind ding smoke, vapor, GM,
fumes, adds, alkali, ohm kale and waste. Waste
Includes materials to be cycled, reconditioned or
reclaimed.
le. "Producwcompleted operst ins hazard°.
e. Includes all 'loodily injul " and "properly damage'
occurring away from pre flees you own or rem and
arising out of "your prods r Or wyour work" except:
(1) Products that are still in your physical
possession; or
(2) Work tlfet has not yet been aompleted or
abandoned. Howev •, 'your work" will be
deemed completed at the earket of the
fw*Mng times;
(a) When oil of Ow work called for in your
contract has beer 7ompiated.
(b) When all of the 1 ork to be done at the job
W has been oor Asted if your contract calls
tar work at more I an one job eta.
(c) When that part M he work dons at a Job site
has been put tt Its Intended use by any
person or Organ tation other than ara0ter
contractor or out wntractor woMM on the
same project.
Work that may no.4 servbe, mainte mnos,
correction, repair or 'eplacamsnL but which is
otherwise complet . will be treated 88
completed,
b. Does not include "b Illy IlyW or "propariy
damage" arising out of
(1) The transportation e. property, unless the "(try
at damage arises o : of a cond'illon In or on e
vehicle not owned o operated by you, and that
oonditbn' was cre :ed by the loading rn
unloading, of that ve We by am IMSUfod;
(2) The exilitenea of toc i,.unl nsWM ect4ment ox
abandoned or umusa matariale; or
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(3) Products or operetione for which the
olaselfloatton, listed in the Declarations or In a
policy schedule, stem that products- complated
opeWans are a Medto the Caneral Aggrogate,
Limit.
20.uProarty dar4ar means:
a. Physltai injury tot ON$ property, Including all
resulting loss of use of that property, All such lose
of use shall be deemed to occur at the time of the
physical Injury that caused It or
b. Loan of use of tangible property that is not
physically Injured. All such loss of use AND be
deemed to cacur at the time of 010 baoLrtanca'
that caused1l.
As used in this definition, computerized or electronically
stored data, programs or software are not tangible
properly. Electronic data meant Information, faob or
program:
a. Stored at or on;
b. Created or used on; or
a. Trantmltied to or from;
computer software. Including systems and applications
software, hard or floppy disks, CD -ROMS, . tapes,
drives, ceps, 'ass processing devices or any other
media which are used whh elecbonloslly controlled
equipment
21."Sulr meant a ChA proceeding In which damages
because of woodgy InJuy, "property' damage" or
- psrsonei and 'advortiaing Irljucy' to which this
Insurance sop8es am alleged, "Solt Includes:
a. An arbitration proceeding in which such damages
are claimed and to which the Insured moat submit
or does submit with our corsenr or
b. Any other alternative dispute rsedution proceeding
In which such damages are claimed and to which
the insured submas with our consent
22."remporery workeu" means a person who Is fumished
to you to euoetitum for a permanent "employee" on
leave or to mast seswul or short-term woddoad
conditions.
23.Wolunteerworkal" means a perecri who
a, is not your rmployree";
b. Donates hill or her work;
c. Acts at the direction of and within the scope Of
duties determined by you; and
d. Is not paid: e. W. aalary or other camparmadon by
you or anyone else for their work performed for you.
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PAGE 20
24, *Yourproduct":
a. Means:
(1) Ary goods or product other than real proparty,
manufactured, sold, handled, dWtdbuted or
disposed of by
(a) You;
(b) Others trading unc •r your name; or
(c) A person or organ cation whose business or
assate you have a lulled: and
(2) ConWoers (other t on vehicles), materials,
parts or equipment A niched M connection with
such goods or produc r.
b. Includes
(1) Warranties or mpram nations made at any time
with respect to the mesa, quality, dnsabgity,
performance or use o your productr; and
(2) The provding of or fa are to provide warnings or
Main+ctions,
o. Does not Include vW ing mlohlnea or other
properly rentad to or loc tied for the use of others
but not sold.
26. °your work":
a, Means:
(1) War* or operations p donned by you or on your
bsinelF end
(2) Materials, parts or equipment furnished in
connection with such lark or operations,
b. includes
(1) Warranties or repres dallons made st any time
With respect to the Itness, quality. durabitiV,
performance or use c your work', and
(2) The providing of or R uro to provide warnings or
instructions.
HG 00011001
.07/,07/2004 11:32 310340556 DMA • PAGE 21
POLICYHOLDER COPY
STATE P.O. BOX 420807, SAN FRANCISCO, CA 84142.0807
COMPENSATION "
INSURANCE
FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 06 -07 -2004 GROUP:
POLICY NUMBER: 1435330 -2003
CERTIFICATE ID: e2
CERTIFICATE EXPIRES: 08-01 -2004
Oa -01- 2003/09 -01 -2004
ARCADIA REDEVELOPMENT AGENCY
ATTNc PETER KILNHAND
240 WEST HUNTINGTON DRIVE
ARCADIA CA 91066
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 Furl 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 polity and does not amend, extend or altar the coverage afforded by the
policies listed herein. Notwithstanding any requirement, term or condition of any comsat or other document with
respect to which this coMoste of insurance maybe issued or me yy pertain, the insurance afforded by the policies
described herein Is subject to all the terms, exclusions, and oondIt ons; of such policies.
I //
PM81DOWr
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE.
ENDORSEMENT #2068 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 08 -01 -1999 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY.
ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROOATION EFFECTIVE 06 -07 -2004 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY. THIRD PARTY NAME:
ARCADIA REDEVELOPMENT- AGENCY. .. . -.
EMPLOTLR
DESMOND, MARCELLO & AMSTER (A PROF CORP) DBA:
DESMOND, MARCELLO & AMSTER
6060 CENTER DR STE 700
LOS ANGELES CA 90045
80IP 10107fi p "" & DW40.
PaNp1011y adEuN mryByau yseyrdm welylhnerk bah reedy'GFFICIAL BTATfi FUND DOCUMENT' PAGGI GPI
.07/07/2004 11:32
STATE
COMPENSATION
INSURANCE
FUND
HOME OFFICE
SAN FRANCISCO
ALL EFFECTIVE DATES ARE
AT 1201 AM PACIFIC
STANDARD TIME OR THE
TIME INDICATED AT
PACIFIC STANDARD TIME
3103465509 DMA PAGE 23
so IVER OF SUBROGATION •
1435330 -03
RENEWAL
SIC
ENDORSEMENT AGREEMENT PAGE 1
EFFECTIVE JUNE 7, 2004 AT 12.01 A.N.
AND EXPIRING AUGUST 1, 2004 AT 12.01 A.M.
DESMOND, NARCELLO & AMSTER
SUITE 700
6060 CENTER DR STE 700
LOS ANGELES, CA 90045
ANYTHING IN THIS POLICY TO THE CONTRARY NOTWITHSTANDING,
IT IS AGREED THAT THE STATE COMPENSATION INSURANCE FUND
WAIVES ANY RIGHT OF SUBROGATION AGAINST,
ARCADIA REDEVELOPMENT AGENCY
WHICH MIGHT ARISE BY REASON OF ANY PAYMENT UNDER THIS
POLICY IN CONNECTION WITH WORK PERFORMED BY,
DESMOND, MARCELLO & AMSTER
IT IS FURTHER AGREED THAT THE INSURED SHALL MAINTAIN
PAYROLL RECORDS ACCURATELY SEGREGATING THE REMUNERATION
OF EMPLOYEES WHILE ENGAGED IN WORK FOR THE ABOVE
EMPLOYER.
IT IS FURTHER AGREED THAT PREMIUM ON THE EARNINGS OF SUCH
EMPLOYEES SHALL BE INCREASED BY 03%.
NOTHING IN THIS ENDORSEMENT CONTAINED SMALL BE HELD TO VARY, ALTER, WAIVE
OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS
POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE
HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR
LIMITATIONS OF THIS ENDORSEMENT,
COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: JUNE 9, 2004
Ai4,
AUTHORIZED REPRESENTATIVE PRESIDENT
9CIF FORM 10717 IMOV i.M\
2570
It
0
ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 10
day of �ehi b eit� , 2001 by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic organized under
the laws of the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066 -6021 ( "the Agency ") and Desmond, Marcello & Amster, a California
corporation, with its principal place of business at 6060 Center Drive, Suite 825, Los Angeles, CA
90045 ( "Consultant'). The Agency and Consultant are sometimes individually referred to as "Party"
and collectively as "Parties"
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the Agency on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing fixture and equipment appraisal services to
public clients and is familiar with the plans of the Agency.
2.2 Project.
The Agency desires to engage Consultant to render such services for the Morlan Place project
( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to famish to the
Agency all labor, materials, tools, equipment, services, and incidental and customary work necessary
to fully and adequately supply the professional Fixture and Equipment Appraisal Services necessary
for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference,
and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from October 2, 2001 to
December 31, 2001, unless earlier terminated'as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
RVLIT/DU618943
Pr
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates, Independent Contractor. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement. The
Agency retains Consultant on an independent contractor basis and not as an employee. Consultant
retains the right to perform similar or different services for others during the term of this Agreement.
Any additional personnel performing the Services under this Agreement on behalf of Consultant
shall also not be employees of the Agency and shall at all times be under Consultant's exclusive
direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: social security taxes, income tax withholding, unemployment
insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has
the professional and technical personnel required to perform the Services in conformance with such
conditions. In order to facilitate Consultant's conformance with the Schedule, the Agency shall
respond to Consultant's submittals in a timely manner. Upon request of the Agency, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant
shall be subject to the approval of the Agency.
3.2.4 Substitution ofKey Personnel. Consultant has represented to the Agency that
certain key personnel will perform and coordinate the Services under this Agreement. Should one
or more of such personnel become unavailable, Consultant may substitute other personnel of at least
equal competence upon written approval of the Agency. In the event that the Agency and Consultant
cannot agree as to the substitution of key personnel, the Agency shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services
in a manner acceptable to the Agency, or who are determined by the Agency to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at the request of
the Agency. The key personnel for performance of this Agreement are as follows: Richard Hodges,
Michael Lacey.
3.2.5 The Agency's Representative. The Agency hereby designates the Agency's
Attorneys, Best Best & Krieger LLP, to act as its representative for the performance of this
Agreement (the "Agency's Representative "). All Project discussions and work products are
privileged and confidential. The Agency's Representative shall have the power to act on behalf of
the Agency for all purposes under this Contract. Consultant shall not accept direction or orders from
any person other than the Agency's Representative or its designee.
RVUTIDU618943 2
• •
3.2.6 Consultant's Representative. Consultant hereby designates Richard Hodges,
or his designee, to act as its representative for the performance of this Agreement ( "Consultant's
Representative "). Consultant's Representative shall have full authority to represent and act on behalf
of the Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with the Agency
staff in the performance of Services and shall be available to the Agency's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the Agency, any services
necessary to correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the Agency to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the Agency, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services or
to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all
notices required by law. Consultant shall be liable for all violations of such laws and regulations in
connection with Services. If the Consultant performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the Agency, Consultant shall be
solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold the
Agency, its officials, directors, officers,.employees and agents free.and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any failure
or alleged failure to comply with such laws, rules or regulations.
RVLIT/DU618943 3
0 •
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work
under this Agreement until it has provided evidence satisfactory to the Agency that it has secured
all insurance required under this section. In addition, Consultant shall not allow any subcontractor
to commence work on any subcontract until it has provided evidence satisfactory to the Agency that
the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant
shall also require all of its subcontractors to procure and maintain the same insurance for the duration
of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and maintain,
and require its sub - consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to
include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain
the following provisions, or Consultant shall provide endorsements on forms supplied or approved
by the Agency to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed
to state that: (1) the Agency, its directors, officials, officers, employees, agents and volunteers shall
be covered as additional insured with respect to the Work or operations performed by or on behalf
RVUT/D"18943 4
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of the Consultant including materials, parts or equipment furnished in connection with such work;
and (2) the insurance coverage shall be primary insurance as respects the Agency, its directors,
officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain
of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self -
insurance maintained by the Agency, its directors, officials, officers, employees, agents and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Agency, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the Agency, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the Agency, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the Agency, its directors, officials,
officers, employees, agents and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to the Agency; and (B) any failure to comply with reporting or other provisions of
the policies, including breaches of warranties, shall not affect coverage provided to the Agency, its
directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds: No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the Agency,
its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles
or self - insured retentions must be declared to and approved by the Agency. Consultant shall
guarantee that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such
deductibles or self - insured retentions as respects the Agency, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment
of losses and related investigation costs, claims and administrative and defense expenses.
RVUT/DI/618943 5
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3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Agency.
3.2.10.8 Verification of Coverage. Consultant shall furnish the Agency
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Agency. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf,
and shall be on forms provided by the Agency if requested. All certificates and endorsements must
be received and approved by the Agency before work commences. The Agency reserves the right
to require complete, certified copies of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C"
attached hereto and incorporated herein by reference. The total compensation shall not exceed
Fourteen Thousand One Hundred Dollars ($14,100) without written approval of the Agency's
Executive Director. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3 .2 Payment of Compensation. Consultant shall submit to the Agency a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through the
date of the statement. The Agency shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by the Agency.
3.3.4 Extra Work. At anytime during the term of this Agreement, the Agency may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which
RVLIT/DU618943 6
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is determined by the Agency to be necessary for the proper completion of the Project, but which the
parties did not reasonably anticipate, would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from the Agency's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall
be clearly identifiable. Consultant shall allow a representative of the Agency during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. The Agency may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof, at
least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those services which have been adequately rendered to the Agency,
and Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, the Agency mayrequire Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, the Agency may procure, upon such terms and in such manner
as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
RVLIT/DU618943 7
0 9
Consultant:
The Agency:
Desmond, Marcello & Amster
6060 Center Drive, Suite 825
Los Angeles, CA 90045
Attn: Richard Hodges
Arcadia Redevelopment Agency
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.53 Ownership of Materials and Confidentialitv.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for the Agency to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors
to agree in writing that the Agency is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
warrants that Consultant has the legal right to license any and all Documents & Data. Consultant
makes no such representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Consultant or provided to Consultant by the Agency. The Agency
shall not be limited in any way in its use of the Documents and Data at any time, provided that any
such use not within the purposes intended by this Agreement shall be at the Agency's sole risk.
3.5.3.2 Confidentialitv. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written information,
and other Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of the Agency, be used by Consultant for any purposes other than
the performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to the related
industry shall be deemed confidential. Consultant shall not use the Agency's name or insignia,
RVLIT/DU6I8943
photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine,
trade paper, newspaper, television or radio production or other similar medium without the prior
written consent of the Agency.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as maybe necessary, appropriate
or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party reason-
able attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the Agency,
its officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any alleged
acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential damages
and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that maybe brought or instituted against the Agency, its directors, officials, officers, employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that maybe
rendered against the Agency or its directors, officials, officers, employees, agents or volunteers, in
any such suit, action or other legal proceeding. Consultant shall reimburse the Agency and its
directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the Agency, its directors, officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5. 10 The Agency's Right to Employ Other Consultants. The Agency reserves right
to employ other consultants in connection with this Project.
RVLIT/DU618943
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3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer,
either directly or by operation of law, this Agreement or any interest herein without the prior written
consent of the Agency. Any attempt to do so shall be null and void, and any assignees, hypothecates
or transferees shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer.
3.5.13 Construction, References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Consultant include all personnel, employees, agents, and subcontractors of
Consultant, except as otherwise specified in this Agreement. All references to the Agency include
its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment, Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, the Agency shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of the Agency, during the term of his or her
service with the Agency, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
RVUT/DI/618947 10
• •
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or applicant
for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such
non - discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of the Agency's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California 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 of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the
work required by this Agreement, except as expressly stated herein, without prior written approval
of the Agency. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
ARCADIA REDEVELOPMENT AGENCY DESMOND, MARCELLO & AMSTER
By_ _ Ndtlal
William R. Kelly
Executive Director
Attest:
cy Secretary
RVUT/DU619943 I I
Un
President
Approved as to Form: c
c� 0, k7q�
Stephen P. Deitsch
Agency Attorney
0 •
EXHIBIT "All
SCOPE OF SERVICES
Phase 1
The Consultant shall prepare:
Desmond, Marcello & Amster (DM &A) shall provide full narrative appraisal reports (three copies)
of the improvements pertaining to the realty and major movable equipment of each of the businesses.
These reports will include an estimate of the replacement cost new, fair market value in use, and
salvage value of all appropriate items and will be prepared in conformance with Article 3 of the
California Code of Civil Procedure, §1263.205 and §1263.210 (Compensation for losses in
connection with movable personal property is included in the California Code of Regulations, Title
25, §6090 and §6092.) Appraisal procedures will be guided by the Uniform Standards of
Professional Appraisal Practice ( USPAP).
In preparing these comprehensive appraisals, DM &A will perform the following:
• Inspect each of the business facilities;
• Prepare an inventory of the improvements pertaining to the realty and major movable
equipment of each;
• Coordinate appraisal activities with the real estate appraiser to avoid duplication of
compensation;
• Interview the business owners regarding the history, operation and tangible assets owned;
and
• Utilize generally accepted valuation methodologies to estimate the fair market value in use
and salvage value of the appropriate items owned by the business.
The Consultant shall meet with the staff in two 2 -hour meetings: a) at Notice to Proceed, and b) at
submittal of the initial narrative appraisals.
Three copies of the appraisals will be provided to the Agency Attorney per the Schedule of
Performance.
Phase 2.
The consultants shall prepare upon written request of the Agency an updated FIFE appraisal per
USPAP and the California Code of Civil Procedure. Three (3) copies shall be provided to the
Agency Attorney per the Schedule of Performance.
RVLITIDU618943 A -I
EXHIBIT "B"
SCHEDULE OF PERFORMANCE - FIFE APPRAISALS
DESMOND, MARCELLO & AMSTER
Phase 1
1. Agency transmittal of Agreement to Consultant 09/20/01
2. Consultant submittal of executed Agreement and insurance 09/28/01
to the Agency
3. Agency initial orientation meeting for all Consultants; Notice to 10/02/01
Proceed issued 9:30 a.m.
4. Submittal of Consultant FFE appraisals (3 copies) to the Agency 12 /V/O1
Attorney 3/
Phase 2
1. Consultant submittal of appraisal updates 45 days after written 45 days
Agency request (3 copies to Agency Attorney)
2. Consultant submittal of full Court ready appraisals 45 days after 45 days
written Agency request (3 copies to Agency Attorney)
RVLIT /DU618943 B -1
EXHIBIT "C"
COMPENSATION - FFE APPRAISALS
DESMOND, MARCELLO & AMSTER
Phase 1 - Initial Appraisals (Sub)
Total
Property 3 -
21 Morlan Place
$ 3,000
a) Church of Arcadia ($3,000)
Property 6 -
41 W. Huntington
$ 2,500
a) Rod's Grill ($2,500)
Property 7 -
35 W. Huntington
$ 3,800 - $5,300
a) Arcadia Self Storage ($2,000 - $3,500)
b) Farmer's Insurance ($1,800)
c) Studio Bokian - ($0)
Currently vacant *. If occupied at time of
appraisals, the Agency may request additional
appraisal; costs may therefore increase.
Property 8 -
27 W. Huntington
$ 3,300
a) B.P.O.E. (Elks) - ($3,300)
*TOTAL $14,100
Phase 3
A. Updated Appraisals $ 650.
B. Updated Court Ready Appraisals (same as initial appraisals) $ same as
initial appraisals
RVLIT/DL/618943 C -1