Loading...
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 LI 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 W1 :.4 757,-1. ; L, 300,ON CLAPS VADF XO CCCUP NEDEF'r lAtyme Amc,6 t lO FC N;s env IyKV' I 11.000 DOD A GENERAL k4RE6ATE 'S Z OOD' GENt eC:IE• =a JE L6N AF ES PEP eM9L'Wai. Li;NKICP x12 f 2, DOO,. X I PCU;. 'Jeci I I L( AUTOMOBILE. LUIBILRY Ain AVn:, 725BANM9496DX 08/15/2003 08/15/2D04' ewrBtcnu- rlELNrr f6a v:0,3in1 {, 1,000,0w 65q.1'n:.URv A ALLv1NED NAiS X HKED htn Cx, X N• "w tat£✓Wl<O. E0NA PLLIRv M0101 iwq) f FFH�LEG ^: CtFidaiF (PM OU.Uarrj ' I. DARAGEUASUry AU700ILT- EABCCIUNT .I IIHEP M'N EA AC" Au7<, 9N'_S I AIIY AUI, EXCEBLVMRRELLALLIaILRY' E5Cni9iL'UiFCIlCc MGI:EGAfE £ 7?'UN CLpT;T; -M1N7E EJ Y I' EeCt 'TULE YIORKERB COMPENSATION WD X. 1'i �iAl15 EI+�. EMPLOYERS'LIMUTY C fFl=RJ4 31R CX RF. bE%F.CI ❑NE LfF1:CRb[IABEQ EkCLLGED" FI fA¢FISF FA F4p10YFF' t. \t5 UMfAtW VIJ:Y $PECI{+I. PR(riR51 ?N5Ww EL. P1.4`P' ?E. PiILL:�'LIA17 F C IOT 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 N He 00 0110 all 07/07/2004 11:32 310348556 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. IM • 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. He 00 01 10 01 Page 11 of I$ 67/07/2004 11:32 31034855 D4A • PAGE 16 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 Page 12 of 1a HG 00 0110 01 07/07/2004 11:32 3103485506 I r 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 i r, M • 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; Page 13 of 141 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 DMA \I 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 • 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 Ho 00 0110 01 Page 15 of 1t' 07/07/2004 11:32 310348556 (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. Pegs 1e of 1e M 11 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 0 0 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 0 9 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 0 9 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 0 0 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