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HomeMy WebLinkAboutC-1815 06`/0.30 ,, �, AMENDMENT NO. 1 TO AGREEMENT FOR APPRAISAL SERVICES I BY AND BETWEEN THE ARCADIA REDEVELOPMENT AGENCY AND MASON & MASON 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 Mason & Mason, 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 actual amount of$12,500 (which have been completed and paid for prior to the date of this Amendment No. 1), for real property and improvement appraisal updates in FY 2003 and in the amount of$12,500 (plus a contingency of an additional $500 if approved by the Agency in advance), in total not to exceed $13,000 for 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 CONSULTANT MASON &MASON By By Executive Director Dated: we , 2004 Title A TEST: � I Dated: C �- o� , 2004 • - / nil gency Secretary APPROVED AS TO FORM: CONCUR: Agency Attorney Don Penman, Deputy Executive Director • CERTIFICATE OF INSURANCE C STATE FARM L Tt is c, b^:s th at ❑ STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois COD ® STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois ‘3'11 in ,urcesutheittlIc•wing policyholder for the coverages indicated below: kla4of policyholder MASON & MASON REAL ESTATE APPRAISERS & CONSULTANTS, Address of policyholder A CALIFORNIA CORPORATION 2609 HONOLULU AVE STE 100 MONTROSE, CA 91020-1734 Location of operations SAME Description of operations RE AP PRAT SING The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is subject to all the terms exclusions, and conditions of those policies.The limits of liability shown may have been reduced by any paid claims. POLICY NUMBER TYPE OF INSURANCE POLICY PERIOD LIMITS OF LIABILITY Effective Date E xpiration Date (at beginning of policy period) Comprehensive BODILY INJURY AND 92-CD-8606-5 Business Liability 05/03/04 05/03/05 PROPERTY DAMAGE This insurance includes: ® Products-Completed Operations ❑ Contractual Liability - ❑ Underground Hazard Coverage Each Occurrence $ 1000000 Personal Injury ®Advertising Injury General Aggregate $ 2 0 0 0 0 0 0 ❑ Explosion Hazard Coverage Products-Completed ❑ Collapse Hazard Coverage Operations Aggregate $ 2000000 ❑ General Aggregate Limit applies to each project ® BUSINESS — OFFICE POLICY ®NON OWNED AUTO & HIRED AUTO EXCESS LIABILITY POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE Effective Date E xpiration Date (Combined Single Limit) ❑ Umbrella Each Occurrence $ ❑ Other Aggregate $ Part 1 STATUTORY Part 2 BODILY INJURY Workers'Compensation and Employers Liability Each Accident $ Disease Each Employee $ Disease-Policy Limit $ POLICY NUMBER TYPE OF INSURANCE POLICY PERIOD LIMITS OF LIABILITY Effective Date Expiration Date (at beginning of policy period) If any of the described policies are canceled before its expiration date, State Farm will try to mail a written notice to RECEIVED the certificate holder 30 days before cancellation. If, however, we fail to mail such notice, no obligation or liability JUN 18 2004 will be imposed on State Farm or its agents or representatives. DEVELOPMENT SERVICES Name and Address of Certificate Holder ARCADIA REDEVELOPMENT AGENCY J / i _. 240 WEST HUNTINGTON AVE Sign ut-''�44=''ffr'' -' • - es gr,177-91/MiliP ARCADIA, CA 910660-6021 / Title 558-994 a 2-90 Printed in U.S.A. Date rr • SH Policy No. 92-CD-8606-5 EFFECTIVE MAY 03 2004 FE-6320(7/86) ADDITIONAL INSURED ENDORSEMENT .T.T •°M DESIGNATED PREMISES ONLY , i"suu"u c Policy No.: 92-CD-8606-5 RECEIVED Named Insured: APPRAISERSSANDRCONSULTANTS JUN 2 9 2004 A CALIFORNIA CORPORATION DEVELOPMENT SERVICES Name of Additional Insured: ARCADIA REDEVELOPMENT AGENCY ITS DIRECTORS, EMPLOYEES, AGENTS & VOLUNTEERS ATTN DON PENMAN, DEVELOPMENT DEPARTMENT Address of Additional Insured: 240 W HUNTINGTON DR ARCADIA CA 91066 Interest of Additional Insured: CONTRACTOR OF SERVICES Location of Premises: PER CONTRACT The word "insured",wherever used in this policy, also includes the designated person or organization named above as Additional Insured under the provisions of the policy Sections shown below as applicable by an "X"to the extent indicated. ❑ SECTION I. This applies only to COVERAGE A - BUILDINGS. ❑ SECTION I. This applies only to COVERAGE B - BUSINESS PERSONAL PROPERTY. Description of Property: © SECTION II. This applies only to COVERAGE L - BUSINESS LIABILITY and COVERAGE M - MEDICAL PAYMENTS and then only with respect to the ownership, maintenance or use of the premises designated above and operations necessary or incidental thereto. These SECTION II coverages do not apply to: 1. structural alterations or new construction performed by or on behalf of the designated person or organization; 2. personal injury caused by the designated person or organization; 3. liability the designated person or organization assumed under a contract;or 4. products-completed operations hazard arising out of goods or inventory which are not sold or distributed by you or arising out of the manufacturing or packaging of such goods or inventory. All other provisions of the policy apply. FE-6320 (7/88) Printed in U.S.A. Policy Number DECLARATIONS PAGE CVVERAGE SUMMARY SFtt ARK 92-CD.8606-5 MAY 17 2004 = STATE FARM GENERAL INSURANCE COMPANY ..,...; 31303 AGOURA RD, WESTLAKE VILLAGE,CA 91363-0001 A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS Agent Copy Named Insured and Mailing Address RECEIVED 1500-F778 T MASON & MASON REAL ESTATE 2 9 2004 APPRAISERS AND CONSULTANTS JUN A CALIFORNIA CORPORATION 2609 HONOLULU AVE STE 100 DEVELOPMENT SERVICES MONTROSE CA 91020-1734 Coy A - Inflation Coverage Index: N/A BUSINESS POLICY-SPECIAL FORM 3 Coy B - Consumer Price Index: 185.2 AUTOMATIC RENEWAL - If the POLICY PERIOD is shown as 12 MONTHS, this policy will be renewed automatically subject to the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. Policy Period: 12 Months The policy period begins and ends at 12:01 am standard time at the Effective Date: MAY 3 2004 premises location. - Expiration Date: MAY 3 2005 Named Insured: Corporation Requested By: Additional Insured Location of Covered Premises: 2609 HONOLULU AVE STE 100 MONTROSE CA 91020-1734 Coverages & Property Limits of Insurance Occupancy: Office Section I • A Buildings Excluded B Business Personal Property $ 110,000 Actual C Loss of Income - 12 Months al Loss Section II Deductibles -Section I L Business Liability t 1,000,000 M Medical Payments 5,000 $ 500 Basic Products-Completed Operations 2,000,000 15% Earthquake (PCO)Aggregate General Aggregate (Other $ 2,000,000 Than PCO) In case of loss under this policy, the deductible will be applied to each occurrence and will be deducted from the amount of the loss. Other deductibles may apply- refer to policy. Policy Premium $ 1,213.00 Forms, Options, and Endorsements Special Form 3 FP-6143 Discounts Applied: Policy Endorsement FE-6506.2 Renewal Year Terrorism Insurance Cov Notice FE-6999 Years in Business Amendatory Endorsement FE-6205 Protective Devices Debris Removal Endorsement FE-6451 Claim Record Hired Auto Liability End FE-6311 Amendatory Collapse FE-6551 Continued on Reverse Side of Page OTHER LIMITS AND EXCLUSIONS MAY APPLY- REFER TO YOUR POLICY Prared MAY 17 2004 Countersigned FP-8030.2C AJDZ By P c•i-v,uf-c4 (y)ti,Cfi*Zf ,v-0 (7jcc Agent 06/1993 RICHARD VOSSMEYER Your policy consists of this page,any endorsements (818)248-8773 and the policy form.PLEASE KEEP THESE TOGETHER. (la.1f2172b) N Policy Number 92-CD-8606-5 f .A.. CONTINUED FROM FRONT SIDE BUSINESS POLICY- SPECIAL FORM 3 Forms,Options,and Endorsements Business Policy Endorsement FE-6464 EarthquakeNolcanic Eruption FE-6307.2 Glass Deductible -Section I FE-6538.1 Additional Insured FE-6320 Protective Safeguard FE-6303 Additional Insured FE-6324 Valuable Paper$15,000 OPTION VP IMPORTANT NOTICE: California law requires us to provide you with information for filing complaints with the State Insurance Department regarding the coverage and service provided under this policy. Complaints should be filed only after you and State Farm or your agent or other company representative have failed to reach a satisfactory agreement on a problem. Please forward such complaints to: California Department of Insurance Consumer Services Division 300 South Spring Street Los Angeles, CA 90013 Prepared Or call toll free: 1-800-927-HELP MAY 17 2004 (o1 f2176c) (o 1 f2175a) CERTIFICATE OF INSURANCE Producer: Issue Date:04/22/2004 This Certificate is issued as a matter of information only and LIABILITY INSURANCE ADMINISTRATORS confers no rights upon the Certificate Holder.This Certificate P.O.Box 1319 does not amend,extend or alter the coverage afforded by the Santa Barbara, CA 93102-1319 policy below. Insured: 128571 COMPANY AFFORDING COVERAGE MASON&MASON REAL ESTATE APPRAISERS&CONSULTANTS Liberty Insurance Underwriters,Inc. ' 2609 Honolulu Avenue/Suite 100 Montrose, CA 91020-1706 Fax Number 818-957-1891 i (// Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement,term of condition of any contract or other document with respect to which this Certificate may be issued or may pertain,the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy.Limits shown may have been reduced by paid claims. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS Professional Liability LIU005540-002 08/15/2003 08/15/2004 General Aggregate $ 1,000,000 Each Claim $ 1,000,000 • Description of Operations/Locations/Special Items: REAL ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE EVIDENCE OF INSURANCE Certificate Holder: Cancellation: Arcadia Redevelopment Agency Should the above described policy be cancelled before the Attn:Don Penman,Deputy Executive Director expiration date thereof,the issuing Company will endeavor to 240 West Huntington Drive mail 30 days notice,except 10 days notice for nonpayment of Arcadia, CA 91066-6021 premium,to the certificate holder named to the left.However, failure to mail such notice shall impose no obligation or liability RECEIVED of any kind upon the Company,its agents or representatives. —— - - JUN 2 9 2004 - - DEVELOPMENT SERVICES LIA0001 (11/97) • ",7VER OF SUBROGATION O 697768-03 STATE RENEWAL COMPENSATION SC INSURANCE FUND ENDORSEMENT AGREEMENT PAGE 1 SAN FRANCISCO EFFECTIVE APRIL 27 , 2004 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AND EXPIRING OCTOBER 1, 2004 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME MASON & MASON REAL ESTATE APPRAISERS & CONSULTANTS 2609 HONOLULU AVE STE 100 MONTROSE, CA 91020 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, MASON & MASON REAL ESTATE 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 SHALL 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: APRIL 29, 2004 2570 iLu/1VltiC� e . (94:, AUTHORIZED REPRESENTATIVE PRESIDENT PLEASE KEEP THIS ENDORSEMENT WITH YOUR POLICY Dear Policyholder: The endorsement on the reverse side amends and is part of your policy. Please keep it with your policy for future reference. If you have any questions concerning this endorsement, please contact your local State Fund office. • { '. Sc i HOLDER COPY •STATE' P.O. BOX 807, SAN FRANCISCO,CA:94.142-0807.' - - ' - ." ' • • N COMPESATION • :, , .. INSURANCE ' '' FUND CERTIFICATE OF WORKERS' COMPENSATIO N INSURANCE _ • '-?, : ' ISSUE DATE 10-01-200.3 - ' ' - - GROUP: _ - - •-• -.• POLICY NUMBER 0697768-2003 CERTIFICATE ID:. - 35 - - _ "" ',.CERTIFICATE•'EXPIRES: 10-01,-2004.' - - _ . '. ' . _ 10-01.-2003/10-01-2004 ' , ' _- ARCAD I A REDEVELOPMENT AGENCY 1 • SC :."• -. __-' - " • ' - ATTN„DON' PENMAN DEVELOPMENT SERVICES,:DEPT". ' '`: - - - • 21+0 WEST HUNTINGTON DR-IVE • ARCADIA' CA 91066-6021 , This is to certify that we have issued a valid Workers' _:ompensation, insurance policy_in a form approved by the ' California Insurance Commissioner to the employer named-below for the policy period indicated. - , This policy is not subject to cancellation by the Fund except upon.30 days' advance written notice to the employer;.. ' We will also give you 30,days' advance notice should this policy be cancelled prior to itsnormal expiration. •• sr ' This certificate of .insurance is not an insurance 'policy'and•does not amend, extend or 'alter, the coverage afforded -. - y ''' "''' by the '•`r`M1 y policies listed herein. Notwithstanding any requirement, term,'or condition of any-contract or'•other document _, , �`•7`': with respect to which•this certificate of insurance'may'•be•• issued or may pertain, the 'insurance afforded by the • - policies described herein is subject to all the terms, exclusions and conditions .of' such,-policies. . -.. . . :4 - ,e. . , . , _. ,„ .., ..., : ... . . , . . .. . . . . ,. ., . . . .„ ., . . , AUTHORIZED REPRESENTATIVE PRESIDENT ' ; EMPLOYER'S ..LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1',.000,000.00PER OCCURRENCE,, - - -- ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS•' NOTICE, EFFECTIVE. 10-.01-2003"IS ATTACHED TO AND FORMS A PART OF THIS POLICY. • • . _ EMPLOYER LEGAL NAME -- . -. .. • MASON &.. MASON. REAL ESTATE .- - ' ' • MASON &'MASON REAL-ESTATE,APPRAISERS AND - APPRAISERS & •CONSULTANTS' CONSULTANTS (A.'CORP,) - . • ' ` ' 2609 HONOLULU AVE STE 100 , - - MONTROSE CA 91020 ' - (REV.3 03) - 09-•17-2003 PRINTED: P0410 THIS DOCUMENT HAS A BLUE PATTERNED BACKGROUND SCIF 10265 Ol� V61 -emu ARCADIA REDEVELOPMENT AGENCY PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. h Avanh-er This Agreement is made and entered into this 1day of 200 1 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 at240 West Huntington Drive, Arcadia,California 91066-6021 (the"Agency")and lVla bn 8i Masoiri a California corporation,with its principal place of business at 2609 Honolulu Avenue, Suite 100, Montrose, CA 91020-1706 ("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 real estate appraisal services to public clients, is licensed in the State of California, 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 furnish to the Agency all labor,materials,tools,equipment,services,and incidental and customary work necessary to fully and adequately supply the professional real estate appraisal consulting 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/DU618921 1 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 of Key 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:Frances Mason, Bradford Thompson. 3.2.5 The Agency's Representative. The Agency hereby designates the Agency's Attorneys,Best Best&Krieger LLP,or its designee,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 his designee. RVLIT/DL/618921 2 • , 3.2.6 Consultant's Representative. Consultant hereby designates Frances Mason, or her 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 her 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/DU618921 3 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 RVLIT/DU618921 4 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 ofInsureds;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. RVLIT/DL618921 5 • 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 Nineteen Thousand Dollars ($19,000) for Phase 1 work 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 any time 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/DL/618921 6 • is determined by the Agency to be necessary forthe 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 may require 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/DU618921 7 Consultant: Frances Mason,MAI Mason&Mason 2609 Honolulu Avenue, Suite 100 Montrose, CA 91020-1706 The Agency: Arcadia Redevelopment Agency 240 West Huntington drive Arcadia, CA 91066-6021 Attn: Don Penman,Development Services Department 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. 3.5.3 Ownership of Materials and Confidentiality. 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 Confidentiality. 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/DU618921 8 • 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 may be 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 may be 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 may be 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. RVI IT/DU618921 9 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; Severabilitv.. 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. RVLIT/DU618921 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 ofrace,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 maybe 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 MASON & MASON By: 213tft U,Pl61 By: William R. Kelly Fr ces Mason Executive Director Managing Partner Attest: Ap roved as to Form: 4e/T4.441 gency Secretary Stephen P. Deitsch Agency Attorney RVLIT/DU618921 11 EXHIBIT "A" SCOPE AND SCHEDULE OF WORK Mason & Mason Real Estate Appraisal Services The Consultant shall provide the following reports to the Agency per the Schedule (Exhibit B). Phase 1 Reports-Initial Limited Summary Narrative Report,per US PAP, in one volume,with a subsection for each of the five(5)ownerships requested in the revised RFP, and three(3)copies of this volume, forwarded to the Redevelopment Agency Attorney(City Attorney). The Consultant shall meet with the Agency in two 2-hour meetings: (a) at Notice to Proceed; and (b)at or subsequent to submittal of the initial summary appraisals. The Agency shall have the right to reschedule either or both of these meetings. Phase 2 - (A) Updated Limited Summary Narrative Report, per USPAP, for each of the property ownerships requested,three(3)copies, forwarded to the Agency Attorney. (B)Updated Complete Summary Appraisal Narrative Report, conforming to USPAP and L.A. County Superior Court requirements, for each of the property ownerships requested, three (3) copies forwarded to the Agency Attorney. The scope of the work will include, but is not limited to: 1. Meeting with City of Arcadia/Agency Staff at the time of Notice to Proceed; 2. Inspection of the subject properties and vicinity. Consultant will send notices to the property owners; 3. Review of zoning, general plan, and redevelopment designations; 4. Meeting with City of Arcadia Development Services Department to review planning reports, environmental reports,entitlement documents,aerial photographs,etc. for this property and the area; 5. Conduct a highest and best use analysis of each of the subject properties which include a vacant property, church,restaurant, self storage facility and club (Elks); 6. Provide the fair market value estimate of the subject properties based on its highest and best use,utilizing the Cost,Direct Sales Comparison,and income Capitalization Approach,where applicable, as of the date of value; and 7. Meeting with City of Arcadia/Agency Staff at the time of Submission of Report. RVLIT/DU618921 A-1 EXHIBIT "B" SCHEDULE OF PERFORMANCE MASON&MASON Phase 1 -Initial Summary Appraisal Reports Date 1. Transmittal of Agreement by the Agency to Consultant 09/19/01 2. Return of executed Agreement with insurance by Consultant to 09/28/01 • to the Agency 3. Initial two hour Agency meeting with Consultant; Notice to 10/02/01 Proceed issued by the Agency 9:30 a.m. 4. Consultant submit Phase 1 appraisal re ort to the Agent y Attorney. 12/03/01 Phase 2 - (A)Limited Summary Updates Al. Consultant submits limited summary within 30 days afer written Agency request. 30 days Phase 2 - (B) Updated Full Court Ready Report 60 days B1. Consultant submits updated full Court ready appraisal report within 60 days after written Agency request. RVLIT/D1/618921 B-1 EXHIBIT COMPENSATION MASON &MASON Phase 1 -Limited Summary Reports 1. 28 West Santa Clara 5775-025-025 Dahlgren (Commercial Lot) $ 2,500 2. 21 Morlan Place 5775-025-026 Church in.Arcadia(Church) $ 3,500 3. 41 W. Huntington 5775-025-031 Johannsen (Restaurant-Rod's) $ 3,500 4. 35 W. Huntington 5775-025-030 35 W. Huntington Partners (storage) $ 4,750 5. 27 W. Huntington 5775-025-029 27 W. Huntington (Elks) $ 4,750 $19,000 Phase 2 A- Cost of updated limited summary appraisals (est. 60% of Phase 1 - $11,400 assumes all 5 updated) B - Cost of updated Court Ready appraisals (est. 80% of Phase 1 - $15,200 assumes all 5 updated) RVLIT/DU618921 C-1