Chris Bazar Agency Director

Eileen Dalton Redevelopment Director

224 West Winton Avenue

Room 110

Hayward California

94544-1215

phone 510 670.5333

fax 5106706374

wwwacgov.org/cda

ALAMEDA COUNTY COMMUNITY DEVELOPMENT AGENCY REDEVELOPMENT AGENCY

AGENDA ITEM NO.__ June 2, 2009

May 19,2009

Honorable Board of Directors County of Alameda Administration Building 1221 Oak Street Oakland, CA 94612

Dear Board Members:

SUBJECT: AUTHORIZE AN AGREEMENT, CONTRACT NO. 3849, BETWEEN THE ALAMEDA COUNTY REDEVELOPMENT AGENCY AND ALL VISION, LLC (PRINCIPAL: SCOTT ANDEL, LOCATION: GREENWOOD VILLAGE, CO) TO PROVIDE BILLBOARD APPRAISAL SERVICES, FOR THE PERIOD JUNE 2,2009 THROUGH JUNE 30, 2012, IN THE AMOUNT OF $50,000

RECOMMENDATION:

That the Board of Directors authorize the President of the Board to execute Contract No. 3849, between the Alameda County Redevelopment Agency (Agency) and All Vision, LLC (Principal: Scott Andel, Location: Greenwood Village, CO) to provide billboard appraisal services for the period June 2, 2009 through June 30, 2012, in the amount of $50,000.

DISCUSSION / SUMMARY:

Over the course of the last several years, the Agency and the community we serve have worked together to develop implementation strategies and identify priority projects within each of the Sub-Areas that are a part of both the Joint Redevelopment Project Area and the Eden Redevelopment Project Area. In response to community concerns regarding the overwhelming number of billboards located within the unincorporated area, the Agency has proposed a strategy to negotiate agreements with the billboard companies that would result in the reduction ofthe overall number of billboards within the urban unincorporated area communities of Ashland, Castro Valley, Cherryland, and San Lorenzo.

Appraisal and analysis of existing and proposed billboard locations will be necessary to evaluate and inform the Agency's billboard relocation negotiations. To assist the Agency in these negotiations, the Agency proposes to contract with All Vision, LLC (All Vision), a Billboard Appraisal firm to provide such services, on an as-needed basis.

Board of Directors May 19,2009 Page 2 of2

SELECTION CRITERIA / PROCESS:

A Request for Proposal (RFP) was issued on August 7, 2008, posted on the County's website jiJr 40 days and advertised in 15 local and ethnic newspapers. Two Networking Bidder's Conferences were heldfive responses were received. Interviews were held with allfivefirms as each met the proposal requirements. The vendors were ranked on their experience relating to similar projects, stqffing availability, fie schedule and references. All Vision is not a local vendor. It became apparent to the Agency through the RFP process that only a limited number offirms specialize in the.field ofbillboard appraisal. None ofthe.five.firms that responded to the RFP were local vendors; the other.firms were located in Phoenix, Los Angeles, San Francisco and Contra Costa County. All Vision brings a wealth ofexperience as the company was jounded byformer outdoor advertising company executives. They have developed a business that spec(fically focuses on negotiations with outdoor advertising companies on beha({of municipalities.

All Vision does not meet the County's small or emerging criteria ofthe Small Local and Emerging Businesses ("SLEB") requirements. To fully address County SLEB requirements, All Vision, LLC will be sub-contracting 20% ofthe contract work to Conley Consulting Group, a SLEB-certified Oakland based economic consulting business (expiration 5/31/2011 ) to assist with evaluating site economics.

FINANCIAL CONSIDERATIONS:

This contract will be funded with redevelopment tax increment generated by the Joint Redevelopment Project Area and the Eden Redevelopment Project Area. There will be no Net County Cost as a result of this action.

Very truly yours,

~~ Chris Bazar Executive Director, Redevelopment Agency

cc: Susan Muranishi, County Administrator Richard Conway, County Administrator Patrick O'Connell, Auditor-Controller Eileen Dalton, Director, Redevelopment Agency D.B. Singh, CDA Finance Director

Contract No. 3849

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of June 2, 2009, is by and between the Redevelopment Agency of the County of Alameda, hereinafter referred to as the "Agency", and All Vision, LLC, hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, Agency desires to obtain Billboard Appraisal Services which are more fully described in Exhibit A hereto; and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to Agency; and

Now, therefore it is agreed that Agency does hereby retain Contractor to provide Billboard Appraisal Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of Services Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification

The term of this Agreement shall be from June 2, 2009 through June 30, 2012.

The compensation payable to Contractor hereunder shall not exceed (Fifty Thousand Dollars) ($50,000) for the term of this Agreement.

Page 1 of 22

Contract No. 3849

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ALL VISION, LLC REDEVELOPMENT AGENCY of the

COUNTY OF ALAMEDA

By: _ By: ~(lFV Signature Signature

Alice Lai-Bitker Name:

--~:-:-:-~--:-:=-:-:-------~~e(

Scott Andel Name:__=-'-'=-...:.......l."--~~ _

Title: President, Board of Directors Title: Chief Financial Officer

Approved as to Form

RICHARD E. WINNIE, County Counsel

ByA~ Brian Washington

By signing above, signatory warrants and

Date: _ represents Agreement

that he/she executed this in his/her authorized capacity

and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

Page 2 of 22

Contract No. 3849

GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the Agency in any capacity whatsoever, and Agency shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold Agency harmless from any and all liability which Agency may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of Agency.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of Agency is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the Agency concerned.

Notwithstanding the foregoing, if the Agency determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, Agency may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments.

Page 3 of 22

Contract No. 3849

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnity. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless Agency for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Agency.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the Agency maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from Agency any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

5. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall

Page 4 of 22

Contract No. 3849

indemnify and hold Agency harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to Agency a written report, in such form as may be required by Agency of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub­Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of Agency's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the Agency the opportunity to review and inspect such evidence, including the scene of the accident.

6. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds).

a. By signing this agreement and Exhibit 0, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regUlations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principles:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

Page 5 of 22

Contract No. 3849

7. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

8. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

9. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

10. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the Agency and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the Agency, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the Agency and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by Agency to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the Agency and any assignee of the Agency an express royalty - free license to retain and use said Documents and Materials. The Agency's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the Agency the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold the Agency harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by

Page 6 of 22

Contract No. 3849

the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnify and hold the Agency harmless from any claims for infringement of patent or copyright arising out of such selection. The Agency's rights under this Paragraph 9 shall not extend to any computer software used to create such Documents and Materials.

11. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the Agency that Contractor has no present, and will have no future, conflict of interest between providing the Agency services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the Agency, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the Agency will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the Agency by notices provided in accordance with Paragraph 11 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the Agency hereunder.

12. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on

Page 7 of 22

Contract No. 3849

delivery, if delivery is con'flrmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To Agency: COUNTY OF ALAMEDA REDEVELOPMENT AGENCY 224 W. Winton Ave. #110 Hayward, CA 94544 Attn.: Eileen Dalton

To Contractor: ALL VISION, LLC. 6200 S. Syracuse Way, Suite 125 Greenwood Village, CO 80111 Attn: Scott Andel

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

13. USE OF COUNTY PROPERTY: Contractor shall not use Agency property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

14. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise SUbjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is

Page 8 of 22

Contract No. 3849

an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the Agency, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non­merit factor.

c. If requested to do so by the Agency, Contractor shall provide the Agency with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to reqUire or permit any act, which is prohibited by law. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

15. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the Agency's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any Agency facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at an Agency facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

16. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the Agency, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the Agency, and shall furnish to the Agency, its authorized agents, officers or employees such

Page 9 of 22

Contract No. 3849

other evidence or information as the Agency may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with Agency requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the Agency, make such books and records available to the Agency for inspection at a location within Agency or Contractor shall pay to the Agency the reasonable, and necessary costs incurred by the Agency in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The Agency further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the Agency, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the Agency makes the final or last payment or within three (3) years after any pending issues between the Agency and Contractor with respect to this Agreement are closed, whichever is later.

17. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to Agency for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 9 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by Agency), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the Agency's last payment to Contractor under this Agreement.

18. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

19. TERMINATION: The Agency has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the Agency should abandon, terminate or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount

Page 10 of 22

Contract No. 3849

payable to Contractor for its Preservation Assessment Services shall not exceed $36,160 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

20. SMALL, LOCAL AND EMERGING BUSINESS PARTICIPATION: Contractor shall subcontract with Conley Consulting Inc., Principal, Denise Conley, for services to be provided under this Agreement in an amount of at least twenty percent (20%) of the contract value of this Agreement in accordance with County's Small and Emerging Locally owned Business provision.

Participation of a small and/or emerging local business must be maintained for the term of this contract. Contractor shall provide participation reports quarterly, immediately upon request at any time during the term of said contract, and a final account statement at the end of the contract. Reports shall include total payments received by Contractor from the Agency and any payments made by Contractor to the certified small and/or emerging local business. Said report{s) shall be submitted to the County Business Outreach and Compliance Office, 1401 Lakeside Drive, 10th Floor, Oakland, CA 94612.

21. FIRST SOURCE PROGRAM: Contractor shall provide Agency ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the Agency that Contractor has available during the contract term before advertising to the general public.

22. CHOICE OF LAW: This Agreement shall be governed by the laws of the state of California.

23. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

24. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between Agency and Contractor relating to the SUbject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other

Page 11 of 22

Contract No. 3849

agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the SUbject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

25. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

26. ADVERTISING OR PUBLICITY: Contractor shall not use the name of Agency, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of Agency in each instance.

27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

28. ASSURANCE OF PERFORMANCE: If at any time Agency believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, Agency may request from Contractor prompt written assurances of performance and a written plan acceptable to Agency, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Agency's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

29. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Agency's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Agency's prior written approval.

c. Contractor shall remain fUlly responsible for compliance by its

Page 12 of 22

Contract No. 3849

subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

30. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 9), and Conflict of Interest (Paragraph 10), shall survive termination or expiration.

31. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

32. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to Agency under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless Agency of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. Agency will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without Agency's prior written consent, to any settlement, which would require Agency to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend Agency pursuant to this Section 31 and fails to do so after reasonable notice from Agency, Agency may defend itself and/or settle such proceeding, and Contractor shall pay to Agency any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with Agency's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for Agency the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

Page 13 of 22

Contract No. 3849

c. Notwithstanding this Section 31, Agency retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

33. OTHER AGENCIES:

Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

[END OF GENERAL TERMS AND CONDITIONS]

Page 14 of 22

Contract No. 3849

EXHIBIT A DEFINITION OF SERVICES

1. Contractor shall provide for Billboard Valuation Services for Alameda County Redevelopment Agency herein by reference and attached hereto as Exhibit A-1.

2. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term:

All Vision: Greg Smith, CEO Scott Andel, CFO Blair Murdoch, President Mike Cawley, Project Manager James Manfredi, Director of Business Development

Conley Consulting Inc.: Denise Conley, Principal

3. Contractor agrees that it shall not transfer or reassign the individuals identified above as Key personnel or substitute subcontractors without the express written agreement of Agency, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to Agency an individual with greater or equal qualifications as a replacement subject to Agency's approval, which approval shall not be unreasonably withheld.

4. The approval of Agency to a requested change shall not release Contractor from its obligations under this Agreement.

Page 15 of 22

Contract No. 3849

EXHIBIT A-1

SCOPE OF WORK

Evaluate the Agencies Goals and Objectives

All Vision will meet with the Redevelopment Agency and evaluate the Agency's goals

and objectives regarding the billboard sites within the redevelopment area.

Analysis and Valuation of Existing Billboard Locations

All Vision will provide detailed analysis of billboard locations, including leasehold and

leased fee interests, and prepare a market valuation of the existing locations as

requested. All Vision will identify acceptable market value exchange rates and quantify

values for the Agency.

Sign Removal Recommendations

All Vision will provide an analysis of the signs that the Agency may consider removing.

Evaluation of Sign Upgrade Potential

During the initial analysis, All Vision will also review the upgrade potential of each

existing sign location. This will include improving the visibility, increasing sizes, and

changing attributes (converting to tri-vision or digital technology). We will provide a

market valuation for each potential upgrade.

Evaluation of New Sign Opportunities

All Vision will analyze the real estate portfolio of the County available for billboard

locations to determine whether there are billboard sites within the County to consider.

All Vision will analyze potential County and non-County owned sites, as well as those

relocation sites identified by billboard companies, for new billboard locations. This will

include analysis of installation of all applicable billboard types (tri-vision, digital

technology, etc).

Reports I Presentations I Meeting Attendance

All Vision will compile reports and presentation materials for both internal review as well

as public meetings as necessary. All Vision will attend both internal County and

external community meetings as requested.

Page 16 of 22

Contract No. 3849

Negotiations

Once a billboard relocation plan has been reviewed, All Vision may assist the Agency in

its negotiations with the billboard companies for a comprehensive billboard relocation

agreement. All Vision will work closely with the Redevelopment Agency team to ensure

that the agreements subsequent to any relocation plan are within Agency's guidelines

and that they attain the Agency's goals. All Vision will provide any necessary

assistance in reviewing legal documents before execution to provide feedback to help

ensure the agreements are the most advantageous to the Agency.

Implementation

Upon signing agreements with the billboard companies, if needed, All Vision will work

with the Agency and the billboard companies to ensure implementation of the

agreement terms and will work as a liaison between the Agency and local communities

to ensure results are achieved and positive communications exist.

Other Work as Necessary

Perform any other work as deemed necessary.

Page 17 of 22

\

Contract No. 3849

EXHIBIT B PAYMENT TERMS

1. Agency will pay Contractor upon successful completion and acceptance of the following services listed below, within thirty (30) days, upon receipt of invoice.

2. Invoices will be approved by the Redevelopment Agency's Executive Director, or his designees.

3. Total payment under the terms of this Agreement will not exceed the total amount of $50,000. This cost includes all taxes and all other charges.

Page 18 of 22

Contract No. 3849

EXHIBIT B-1 FEE SCHEDULE

All Vision

Negotiated Billing Schedule for Alameda County Redevelopment Agency Project

Greg Smith $200/hr Scott Andel $200/hr Blair Murdoch $200/hr Mike Cawley $150/hr James Manfredi $150/hr

Other Professional Staff $150/hr Administrative Staff $100/hr

Page 19 of22

Contract No. 3849

Conlll Consulting GrouD SCHEDULE OF HOURLY FEES

PUBLIC SECTOR 2008/2009 1

PRINCIPAL2 $235.00

SENIOR CONSULTANTS $190.00

SENIOR ASSOCIATES $180.00

ASSOCIATES $150.00

ANALYSTS $120.00

RESEARCH ANALYST $100.00

TECHNICAL STAFF $80.00

ADMINISTRATIVE STAFF $70.00

Directly related job expenses not included in the above rates are: auto mileage, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost.

Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. A charge of 1% per month will be added to all past due accounts.

1 Hourly billing rates are revised annually. 2 The hourly billing rate will be $350 for time spent in court testimony .1.1 EIIIbI Eel.lmlca 111I111ml.SIrIIIn Eclnlllic Ilnlllml. Tel 510.625.1448 Fax 510.625.1151

31 I Oak Street, Suite I 10 Oakland. California 94607 ccg@conley-group.com www.conley-group.com CCG Public 2008-2009 RATES

Page 20 of22

C

Contract No. 3849

EXHIBIT C

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations: Contractual Liability; Bodily Injury and Property Damage Personalln'u and Advertisin Liabilit

B Commercial or Business Automobile Liability $1,000,000 per occurrence (CSL) All owned vehicles, hired or leased vehicles, non-owned, borrowed and Any Auto permissive uses. Personal Automobile Liability is acceptable for individual Bodily Injury and Property Damage contractors with no trans ortation or haulin related activities Workers' Compensation (WC) and Employers Liability (EL) WC: Statutory Limits Re uired for all contractors with em 10 ees EL: $100,000 er accident for bodil in'u or disease

D Endorsements and Conditions: 1. ADDITIONAL INSURED: All insurance required above with the exception of Personal Automobile Liability, Workers' Compensation and

Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives,

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage{s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured{s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with aA.M. Best Rating of no less than A:VII or equivalent, shall be admitted to the State of California unless otherwise waived by Risk ManClgement, and with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall fumish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any one of the following methods:

Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies. Joint insurance program with the association, partnership or other joint business venture included as a"Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate{s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate{s) and endorsements must be sent to:

- Department/Agency issuing the contract - With aco to Risk Mana ement Unit 125 -12th Street, 3rt! Floor, Oakland, CA 94607

Certificate C-1 Page 1of 1 Form 2001-1 (Rev, 03/15/06)

Page 21 of 22

--' ACORD". CERTIFICA"•..: (,.'

PRODUCER lockian Companies, llC Denver 8110 EUnion Avenue Suite 700 Denver 80237 (303) 414-6000 REC'O APR 16 20

INSURED All Vision, llC 1072241 6200 S. Syracuse Way, Suile 125

Greenwood Village. CO 80111

I

ILIABILITY INSURANvE DATE (MMlDDIYYYY)

4/14/2010 4/13/2009

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ~pLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR

LTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. J~ INSURERS AFFORDING COVERAGE NAIC # INSURERI'.: Travelers

INSURERB:

INSURERC:

IHSURERD:

INSURERE: THIS CER11F1CATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUINGCoVERAGES ALLVIOI ED -n~' -Hnini:R

A ~TOIIOIllLE UABiUTY

rK f>J.lYAUTO

I--ALl OWNED AUTOS

SCHEDULED AUTOS'--­

,K HIRED AUTOS

X NON-CWNEO AUTOS

rK. Comp Ded. $1,000 X Coli Oed. $1000

~RAGE UABiUTY AHYAUTO

EXCESSJUMBRELLA UABlUTY A tKJOCCUR D ClAIMS MACE

~ [K] UMBRELLA DEDUCTIBLE FORM

RETENTiON $

WORKeRS COMPENSATION AND EMPLOYERS' UABlUTY

IWY PROPRJETOR.f>ARlNERlEXECUTIVE OFFIC_EMBER exCLUDED?

w,... dttatbo undor 8P!C1AL PIIOVlSIONS_

OTHER A &:=-Special Fonn.

In . g TIicft

DE6CRIPT.IOH OF OPERATIONSILOCATIONSIVEHICLt:SlEXCLUSIONS ADDED BY ENDORSEME.NTISPECIAL PROVISIONS All Insurance required above with the exception of Personal Automobile Liability, Worlcer's Comr.;nsatioD and Emp.loyers Liability shall be endorsed to name as Additional InsuJid: Coun~ of Alameda, its BOlI!d of Su,pervisolli, the individual membclli thereo , and all County officers, agents. employees and representatives. •• Refer 10 Attached CGD 370405 and CGDl861 103 •

un,nc..

3892976 The Alameda County Redevelopment Agency224 West Winton Avenue, #110 . Hayward CA 94544

,

THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSUReD NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONomONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDl. "8~=g~ P8Mi"=~NLTR IN8RIl TYPE OF INSURANCE POUCY NUMBER UMrrs

~NERALUABlLrrY EACH OCCURRENCE $ 1.000 000 A .KpMERCIAl GENERAL LIABILrrY P6305OO5C068PfCK09 4/1412009 4IJ412010 ~g.u9~~~"'1 $ 300 000

I- ­CLAIMS MADE [KJ OCCUR MEO EXP (Any one "",eon) $ 5000

- PERSONAL & AOV INJURY $ 1000 000

- GENERAL AGGREGATE S 2000000 ~l AGGREn UMIT APFlS PER: PRODUCTS· COMPIOP AGG $ 2000 000

POUCY ~~c?T lOC

P8105OOSC0681lL09 411412009 411412010 COMBINED SINGLE UMIT $ 1,000,000(Ea accidenl)

BODilY INJURY XXXXXXX$(Per person)

BODILY INJURY XXXXXXXS(Per accident) ..

PROPERTY DAMAGE $ XXXXXXX(Per acdclenll

AUTO ONLY· EA ACCIDENT $ XXXXXXX NOT APPLICABLE

EAACC s XXXXXXXOTHER THAN AUTO ONLY:

AGG $ XXXXXXX EACH OCCURRENCE S 4000 000

PSMCUP5005C068TIL09 4/1412009 4IJ412010 s 4 000.000 AGGREGATE

S XXXXXXX S

$ XXXXXXX I T~~';;T~r.~(, I l°lt'"

S XXXXXXXNOT APPLICABLE E.L EACH ACCIDENT

E.L. DISEASE· EA EMPLOYEE S XXXXXXX XXXXXXXE.L DISEASE - POLICY LIMIT $

P6305OOSC068PfCK09 411412009 4/1412010 Business Personal Property:Sl,loo,OOO DeduCtible: S2,5oo

t'IUJ,.CI I ATtnlJ

SHOULD AIol'f OF THE ABOVE DESCRIBED POlICIES BE CANCELLED BEFORE THE EXPIRATION

DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAll...J.O.... DAYS WRlTlEN

NOTICE TO THE CERTIACATE HOLDER NAMED TO THE leFT, BUT FAILURE TO DO so SHALL

IMPOSE NO OBLIGATION OR UA8lUTY OF APfY KIND UPON THE INSURER, fTS AGENTS OR

AUTHDRrzEO REPRESrttlt(PI H~~,~I ACORD 25 (2001108) For qu_.... '"9""\lno __....._ thOr ............ ,1S1IId In Il1o'_.._n .b.... _ ';lfyl1M cl""" code 'All.VIOf'. ....ACORD CORPORATION 1888

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

OTHER INSURANCE - ADDITIONAL INSUREDS

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL lIABIUTY COVERAGE PART

PROVISIONS b. The "personal injuryn or nadvertising injury" for which coverage is sought arises out of an of­COMMERCIAL GENERAL LIABILITY CONDITIONS fense committed (Section IV), Paragraph 4. (Other Insurance), is

amended as follows: subsequent to the signing and execution of that contract or agreement by you. 1. The following is added to Paragraph a. Primary

Insurance: 2. The first Subparagraph (2) of Paragraph b. Ex­cess Insurance regarding any other primary in­However, If you specifically agree in a written con­surance available to ybu is deleted. tract or written agreement that the insurance pro­

vided to an additional insured under this 3. The following is added to Paragraph b. Excess Coverage Part must apply on a primary basis, or Insurance. as an additional subparagraph under a primary and non-contributory basis, this insur­ Subparagraph (1): ance is primary to other insurance that is avail­ That is available to the insured when the insured able to such additional insured which covers such is added as an additional insured under any other additional insured as a named inSUred, and we policy, including any umbrella or excess policy. will not share with that other insurance, provided that:

a. The nbodily injury" or ·property damage" for which coverage is sought occurs; and

CG DO 37 0405 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1

014195

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following listing is a general coverage description only. Umitations and exclusions may apply to these coverages. Read all the PRO­VISIONS ofthis endorsement carefully to determine lights, duties, and what is and is not covered.

A. Broadened Named Insured

B. Damage To Premises Rented To You Extension

• Perils of fire, explosion, lightning, smoke, water

• Limit increased to $300,000

C. Blanket Waiver of Subrogation

D. Blanket Additional Insured - Managers or Lessors of Premises

E. Blanket Additional Insured - Lessor of Leased Equipment

F. Incidental Medicai Malpractice

G. Personal Injury - Assumed by Contrad

H. Extension of Coverage - Bodily Injury

PROVISIONS

A. BROADENED NAMED INSURED

1. The Named Insured in Item 1. of the Declara­tions is as follows:

The person or organization named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority in­terest on the effective date of the policy. However. coverage for any such organization will cease as of the date dUring the policy pe­riod that you no longer maintain ownership of, or majority interest in, such organization,

2. WHO IS AN INSURED (Section II) Item 4.a. is deleted and replaced by the following;

a. Coverage under this provision is afforded only until the 1801h day after you acquire or form the organization or the end of the policy period, whichever is earlier. unless reported in writing to us within 180 days.

3. This Provision A. does not apply to any per­son or organization for which coverage is ex­cluded by endorsement..

I. InjUry to Co-Employees and Co-Volunteer Workers

J. Aircraft Chartered with Crew

K. Non-Owned Watercraft - Increased from 25 feet to 50 feet

L Increased Supplementary Payments

• Cost for bail bonds increased to $2.500

• Loss of eamings inaeased to $500 per day

M. Knowledge and Notice of Occurrence or Offense .

N. Unintentional Omission

O. Reasonable Force - Bodily Injury or Property Damage

B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION

1. The last paragraph of COVERAGE A. BOD­ILY INJURY AND PROPERTY DAMAGE LI­ABILITY (Section I - Coverages) is deleted and replaced by the following:

Exclusions c. through n. do not apply to dam­age to premises while rented to you, or tem­porarily occupied by you with permission of the owner, caused by:

a. Fire;

b. Explosion;

c. Ughtning;

d. Smoke resulting from such fire, explosion, or lightning; or

e. Water.

A separate limit of insurance applies to this coverage as described in LIMITS OF INSUR­ANCE (Section III).

2. This insurance does not apply to damage to premises while rented to you, or temporarily

CG 01861103 Copyright. The Travelers Indemnity Company, 2003 Page 1 of 5

COMMERCIAL GENERAl LIABILITY

occupied by you with pennission of the owner. caused by:

a. Rupture, bursting, or operation of pres­sure relief devices;

b. Rupture or bursting due to expansion or swelling of the contents of any building or strudure, caused by or resulting from wa­ter;

c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines.

3. Part 6. of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following:

Subject to 5. above, the Damage To Prem­ises Rented To You Limit is the most we will pay under COVERAGE A. for damages be-­cause of "property damage" to anyone prem­ises While rented to you, or temporarily occu­pied by you with permission of the owner, caused by fire, explosion, lightning, smoke resulting from such fire, explosion, or light­ning, or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occur­rence", Whether such damage results from fire, explosion. lightning, smoke resulting from such fire, explosion, or lightning, or water. or any combination of any of these.

The Damage To Premises Rented To You Limit will be the higher of:

a. $300,000; or

b. The amount shown on the Declarations for Damage To Premises Rented To You Limit.

4. Under DEFINITIONS (Section V), Paragraph a. of the definition of "insured contract" is. amended so that it does not inclUde that por· tion of the contract for a lease of premises· that indemnifies any person or organization for damage to premises while rented to you, or temporartly occupied by you with. permis­sion of the owner, caused by:

a. Fire;

b. Explosion;

c. Lightning;

d. Smoke resulting from such fire, explosion, .or lightning; or

e. Water.

S. This Provision B. does not apply if coverage for Damage To Premises Rented To You of

COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I ­Coverages) is excluded by endorsement.

C. BLANKET WAIVER OF SUBROGATION

We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contrad with that person or organization; "your wor1<"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss.

D. BLANKET ADDITIONAL INSURED - MANAG­ERS OR LESSORS OF PREMISES

WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (referred to below as "additional insure<r) with. whom you have agreed in a written contract, exe­cuted prior to loss, to name as an additional in­sured, but only with respect to iiabaity arising out

. of the ownership, maintenance or use of that part of any premises leased to you, subject to the fol­lowing provisions:

1. limits of Insurance. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide, or the lim-­its shown on the Declarations, whichever is less.

2. The insurance afforded to the additional in­sured does not apply to:

a. Any "occurrence" that takes place after you cease to be a tenant in that premises;

b. Any premises for which coverage is ex­cluded by endorsement; or

c. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured.

. 3. The insurance afforded to the additional in­sured is excess over any valid and coRectible insurance available to such additional in­sured, unless you have agreed in a written contract for this insurance to apply on a pri­mary or contributory basis.

E. BLANKET ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT

WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (referred to below as "additional inSUred") with

Page 2 of 5 Copyright, The Travelers Indemnity Company, 2003 CG 01861103

P'G'O MAR 2 3 2009

ACORD fJI CERTIFICATE OF LIABILITY INSURANCE I DATE (MMllIllIVYYY)

Q2KICIJP 03/20/2009

PROOllCER LOCXTON cnolPAltIES, LLC 5847 SAlt FELIPE. SUITE 3~0

HOUSTON. TX 77057

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPONTHE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHE POLICIES BELON,

INSURERS AFFORDING COVERAGE INSURERkInde,""ity In8urance Co. of North America

INSURERB:

INSURERC:

INSURER D:

INSURERE;

NAIC# INSURED ADMINI8TAFF. INC. 19001 CRESCENT SPRINGS DRIV& KINGMOOD, TX 77339 • SEE BELOW

COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABCNE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENi, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 'MTH RESPECTTO IJIIHICH THIS CERTIFICATE 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlO CLAIMS.

~~ , 'lYPEOFINSURANCE POUCYNUMBER rrl6'il"r~ ~~,=~ UMITS

~ERAL UABIUTY EACH OCCURRENCE S RENTElI-­

COMMERCI'.L GENEAA LIABILITY PREMISES Ea oc:anncel S '--tJ ClAiMS MADE D OCCUR MED EXP (Ani on. pa""'l S -

PERSONAL & M:N INJURV S ,-­

SGENERAL AGGREGATE-nlJlGGR,n ~IMIT APPIJn :PER: PRODUCTS - COMPIOP IGG S

POlICY p'[;R.;. LOC

~OBILE UA8IUTY COMBINED SINGLE UMIT SNlYAUTO (E. accld""-

- Ali ClVlNED NJTOS BODILY INJURV SCHEDULED ,lUTOS (Pur penon) S -

- HIRED .aurOS IlODll.Y INJURV NON-O'MIIED .....ros (Pllr 8CCIdanl) S

-r-­ PROPERTY QO.MI'GI:

(Pw .a:idonl) S

riRAGE lJABlLITV AUlO ONLY· EAACCIDENT $

IW'fAUlO OTHER THAN EAACC S

AUlOONLY: AOO S

pSSlUMBRE~ UABlLITV EACH OCCURRENCE S

OCCUR 0 CLAiMS MADE AGGREGATE S

SRDEDUCTIBLE S

RETENTION $ S

A WORKERS CDMPENSA1lClN AND C45302180 10/01/2008 10/01/2009 X VIC STATU· I l~lJi-EMPLOVERS' UAIllUTY

$ 1.000,000AllY PROPRIET~ERlEXECUTIVE

E.L EACH ACCIDENT OFFICCIIRl4EMSER EXCLUDED7 E.L DISEASE· EA EMPLOfEE $ 1,000,000 g~,~aaatb8un<Iar

aN E.L DISEASE· POlICY lIMIT $ 1,000,000

OTHER

DESCRlPlION OF OPERATICWS I L~nON$ IVEHICLES IEXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PAOVIllIDNS

• ALL VISION, LLC (1970700 ) IS COVERED THROUGH BLANKET ALTERNATE EMPLOYERS ENDORSEMENT FOR ALL EMPLOYEES UNDER CLIENT SERVICE AGRE~. .

CERTIFICATE HOLDER CANCELLATION SHOULD AWf OI'TME AIIalIE DESCRIBED POUClES 8E CANCELL.ED BEFOIU! THE EllPlRATlOH DA'I1O'rllEREOF, nil! IIIU1NClINSUIU!R WILL ENDEAVDR'TO IIAlL 30 DAYS WRITTEN NCIflC£TO THIii ClRTW'ICATE HOLDER NAIIIIED TO 'rllE LEFT, BUT fAILURE TO DO 80 SHALL IMPOSE NO OBUGATION OR lJABlLITY OF N« KINO UPON THE INSURER. ITS AGENTS OR REPRESENTATIVE&.

ALAMEDA COUNTY REDBVELOPMENT AGENCY 224 WRST WINTON AVE #110 HAYliARD, CA 94544

AuntORIZED RePRESENTATIVE ~-~..e:::; ~<-.:>-

Page 1 of 1

ACORD 26 (2001/08) ~ ACORD CORPORATION 1988

ISSUING COMPANY

INDEMNITY INS. CO. OF NORTH AMERICA Workers' Compensation Neel CARRIER CODE and Employers Liability 25437

Insurance Policy POlICY NUMBER o New ~ Renewal 0 Rewrite Information Page Symbol: RWC Number. C4 53 02 18 0 PREVIOUS POLICY NO. o Individual 0 PartnershipSymbol: RWC Number. C45301849 DlI Corporation 0

~~'IADMINISTAFF, INC. Interllntrastate ID No.: 917101507 Insured 19001 CRESCENT SPRINGS DRIVE

Federal Employer ID No.: 760479645KINGWOOD TX 77339 MalDng Address

L Employer's ID No.: Pile CODE: 7389

For other named insured see Extension of Information Page-Sclledule of Named Insured, WC 99 99 99 A For other workplaces see Extension of Information Page-SchedUle of Other Workplaces, we 99 99 99 B

Item 2. PoRcy period: From 10-01-2008 To 10-01-2009 12:01 A.M., standard time at the named insured's mailing address.

flem 3A. Workers' Compensation Insurance: Part One of the policy applies to the Workers' Compensation Law of the states listed here: CO

Item 3B. Employers Liability Insurance: Part Two of the policy applies to work In each state listed In Item 3A.

The limits of Ollr liabDiIy under Part Two are: Bodily Injury by Acddent $ 1,000,000 each accident Bodily InjUry by Disease $ 1,000,000 policy limit Bodily Injury by Disease $ 1,000 000 each employee

ttem 3C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here: ALL STATES EXCEPT ND,OH,WA,WY, AND STATES DESIGNATED IN ITEM 3A

Item 4. The premium for this policy will be determined by our Manual of Rules, Classifications, Rates and Rating Plans. All Information required below is sUbject to verification and change by audit. SEE EXTENSION OF INFORMATION PAGE .CLASSIFICATIONS

If Indicated here, interim adjustments of premium will be made: .Minimum Premium collected in CO $ o 5eml-Annually D Quarterty 0 Monthly Total Estimated Premium $

Deposit Premium $ This policy Includes these endorsements and schedules: SEE SCHEDULE OF FORMS AND ENDORSEMENTS WC999999D

PRODUCER NAME AND MAILING ADDRESS LOCKTON COMPANIES LLC 5847 SAN FELIPE PLAZA SUITE 320 HOUSTON TX 77057

PRODUCER CODE: 279114 20-3354970 DAU

MARKETING OFFICE: DALLAS BRANCH

ISSUE DATE: 10/0212008

WC 00 00 01A (06103) Copyright 1987 National Council Oll Compensatfon Insurance INSURED 1

i i

I I

EXTENSION OF INFORMATION PAGE

Named Insured ADMINISTAFF, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD TX 77339

Policy Period 10-01-2008 TO 10-01-2009

Issued By (Name of Insurance Company) INDEMNI'I'Y INS. CO. OF NORTH AMERICA

Endorsement Number

Policy Number Symbol: RWC Number: C45302180

Effective Date of Endorsement 10-01-2008

Insert !he poley number. The remainder oIlhe Information Is to be complellld only when this endorsement Is issUlld subsequent to the preplll'stion of tile policy.

SCHEDULE OF NAMED INSURED

ITEM 1., NAMED INSURED, OF THE INFORMATION PAGE IS EXTENDED AS FOLLOWS:

NAMED INSURED

ALL VISION, LLC

For the state of CA refer to state specific endorsement

FEIN

061660852

This endorsement Is not applicable In NJ. 1vJL AR!PAiJthorized Age-nt,..--- ­

we 99 9999 A (10/06) Page 4 of 34 2

Contract No. 3849

EXHIBIT D DEBARMENT AND SUSPENSION CERTIFICATION

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principles, and any named subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years;

• Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered

against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessary result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: All Vision, LLC.

PRINCIPAL: _S=.;c=oc=.::ttc...:..A..:.:.;n=d=el _ TITLE: Chief Financial Officer

DATE:SIGNATURE:~ 5 Itg/O y

Page 22 of 22