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Resolution No. 9509
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 RESOLUTION NO. 9509 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ACCESS AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SMURFIT-STONE CONTAINER ENTERPRISES, INC. FOR PROPERTY LOCATED AT 2200 E. 55TH STREET AND 2001 E. 57TH STREET IN THE CITY OF VERNON WHEREAS, on October 15, 2007, the City Council of the City of Vernon adopted Resolution No. 9439 approving an Agreement for Purchase and Sale of Real Property dated as of October 18, 2007, as amended as of December 6, 2007 (collectively, the "Agreement") with Smurfit -Stone Container Enterprises, Inc. ("Smurfit") for the purchase of properties located at 2200 E. 55th Street and 2001 E. 57th Street in the City of Vernon (the "Property"); and WHEREAS, Smurfit desires to enter onto the Property after the December 18, 2007 closing date of the escrow, in order to undertake certain inspections and to possibly finalize certain environmental remediation; and WHEREAS, the City desires to enter into an agreement with Smurfit setting forth the terms and conditions under which the City will grant access to the Property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:, SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby 28 11approves the Access Agreement with Smurfit, in substantially the same 1 form as the copy which is attached hereto as Exhibit A and 2 incorporated by reference. 3 SECTION 3: The City Council of the City of Vernon hereby 4 authorizes the Mayor or Mayor Pro-Tem to execute the Access Agreement 5 for, and on behalf of, the City of Vernon and the City Clerk is hereby 6 authorized to attest thereto. 7 SECTION 4: The City Council of the City of Vernon hereby 8 authorizes the City Administrator, or his designee, to make whatever 9 nonsubstantive, administrative and/or text changes, upon advice of 10 counsel, to the Access Agreement. 11 SECTION 5: The City Council of the City of Vernon hereby 12 authorizes the City Administrator, or his designee, to execute any and 13 all documents as shall be required consistent with the terms of the 14 Access Agreement. 15 SECTION 6: The City Clerk of the City of Vernon shall 16 certify to the passage of this resolution, and thereupon and 17 thereafter the same shall be in full force and effect. 18 APPROVED AND ADOPTED this 17th day of December, 2007. 19 20 Name: Leonis . Malburg 21 22 Title: Mayor /:-Maycr- -� 23 AT EST: 24 , dAim'�Z 25 M NUELA GIRO , C'ty Clerk 26 27 28 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18- 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9509, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 17, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GIRON, City Clerk - 3 - EXHIBIT A ACCESS AGREEMENT This Access Agreement (this "Agreement") is entered into as of December 17, 2007, by and between the City of Vernon (the "City") and Smurfit -Stone Container Enterprises, Inc., a Delaware corporation ("Smurfit") in regard to that certain property located at 2200 E. 55th Street & 2001 E. 57th Street, City of Vernon, State of California (the "Property"), with reference to the following facts and circumstances: A. The City and Smurfit entered into an Agreement for the Purchase and Sale of Real Property dated October 18, 2007, as amended as of December 6, 2007 (collectively, the "P&S Agreement") pursuant to which Smurfit agreed to sell and the City agreed to purchase the Property. The closing of the purchase and sale is scheduled for December 18, 2007 (the "Closing Date"). B. Smurfit desires to have the right to enter onto the Property after the Closing Date in order to undertake certain inspections and to possibly finalize certain environmental remediation. C. The City has agreed to allow Smurfit access to the Property after the Closing Date pursuant to the terms and conditions set forth herein. NOW, THEREFORE, the parties agree as follows: 1. Smurfit is hereby granted a temporary, revocable license to enter onto the Property for a period of thirty (30) calendar days following the Closing Date in order to undertake certain inspections, including examining a pipe, taking pictures of the pipe, and potential removal of a pipe section at Smurfit's expense, and possibly undertaking final environmental remediation work that is non-invasive and does not include borings and completing the closure of Well #7, if not completed prior to the Closing Date (the "Work"). This Agreement provides Smurfit with temporary access to the Property, and under no circumstance will this Agreement ripen into an agreement for permanent access, or a lease or easement (whether under claim of prescriptive right or otherwise) or any other interest in the Property in favor of Smurfit. 2. Smurfit shall provide not less than 48 hours prior notice of its intent to enter onto the Property or to perform any Work, which notice shall be given to Joe Furnish (if not related to environmental matters) and shall be given to Lew Pozzebon if the entry or the Work involves environmental matters. Notice shall be given to Joe by telephone at 818-427-8008 or by email at jfumish@lakestreetassoc.com and notice shall be given to Lew Pozzebon by telephone at 323- 583-8811 or by email at lozzebon@ci.vernon.ca.us, and provided further that all notices shall be given and all Work shall be performed on Monday through Thursday (excluding holidays). 3. All Work undertaken pursuant to this Agreement shall be at Smurfit's sole cost, expense and risk. All Work shall be undertaken in accordance with good and proper techniques, using personnel and equipment qualified to perform the Work being undertaken, and shall be undertaken in compliance with all applicable statutes, codes, ordinances and regulations. No 01910/0049 166721.2 work requiring any type of permit, or any work involving the digging of holes, borings, trenches, or other invasive work is permitted hereunder, unless permits for such work were obtained by Smurfit prior to the Closing Date. 4. Smurfit agrees to purchase at its own expense and keep in force during the term of this Agreement the insurance described in Exhibit "A" attached hereto. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed by Smurfit under this Agreement as an "insured contract" for the performance of Smurfit's indemnity obligations under this Agreement. The limits of said insurance shall not, however, limit the liability of Smurfit nor relieve Smurfit of any obligation hereunder. All insurance carried by Smurfit shall be primary to and not contributory with any similar insurance carried by the City, whose insurance shall be considered excess insurance only. Each of the required policies, except for the Workers' Compensation and Employer's Liability Policy, shall name the City and its elected officials, employees, representatives and agents (the "City Parties") as an additional insured party as its interests may appear. The Commercial General Liability policy shall include contractual liability coverage, oral and written, operations premises liability, personal injury, independent contractors, broad form property damage, and cross -liability coverage. In addition, Smurfit shall require each of its contractors to procure, pay for and keep in full force and effect until the completion of the work being performed by such contractor the same insurance required to be carried by Smurfit, in each case with limits not less than One Million Dollars ($1,000,000) per occurrence; and Statutory limits for Workers' Compensation and Employer's Liability limits of $1,000,000. [Smurfit only may use its program deductibles, self -insured retentions and/or self-insurance to satisfy the insurance requirements of this Section 4.][Open for evidence of such self-insurance.] 5. All insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Property is located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide". Smurfit shall not do or permit to be done anything which invalidates the required insurance policies. Smurfit shall, prior to entering the Property, deliver to the City certificates evidencing the existence and amounts of the required insurance (including the Declaration Page and Schedule of Forms of Endorsement). No such policy shall be cancelable or not -renewed except after 30 days prior written notice to the City. Smurfit shall furnish the City renewal certificates within 10 days prior to, expiration as evidence of renewals. Such policies shall be for a term of at least one year. 6. Smurfit shall keep the Property free and clear of all mechanic's, materialmen's and other liens resulting from the Work. Smurfit will, at all times, promptly and fully pay and discharge all invoices related to the Work, and wholly protect, defend and hold harmless the City in the event that any such liens are filed. 7. Smurfit, for itself, its officers, directors, shareholders (the "Smurfit Parties), and others entering onto the Property at the request of Smurfit, hereby releases the City and the City Parties from all claims, actions, losses, damages, injuries, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), including all claims of illness, injury, death, or property damage, arising out of or resulting from any Smurfit Parties entering onto the Property or performing any Work thereon. -2- 01910/0049 166721.2 8. Smurfit shall protect, defend, indemnify and hold harmless the City and the City Parties, and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs (including, without limitation, all costs and expenses of defense, such as consultants and expert witnesses, and reasonably attorneys' fees), expenses, losses and liabilities (collectively, a "Loss"), at law or in equity, of every kind or nature whatsoever, including, but not limited to, injury to or death of any person or persons and damage to or destruction of any property, threatened,brought or instituted, arising out of or in any manner directly or indirectly connected with the entry upon the Property by Smurfit or any of its agents; provided, however, Smurfit shall not be liable for any Loss to the extent caused or resulting from the gross negligence or willful misconduct of the City or the City Parties. The indemnities set forth herein shall survive the termination of this Agreement. 9. The term of the Agreement shall commence as of the Closing Date, and shall terminate at 6:00 PM on the thirtieth calendar day after the Closing Date, subject to earlier termination as set forth below. 10. Notwithstanding the term of this Agreement, the license granted to Smurfit herein shall be revocable in whole or in part by the City upon notice from the City to Smurfit that Smurfit has failed to comply with any material provision of this Agreement if such default is not cured within one day following delivery of notice of default. The revocation of the license granted herein shall in no way prejudice any of the rights and remedies available to the City at law or in equity. If the license granted herein is cancelled Smurfit shall promptly cease all Work at the Property and repair any damage done to the Property by Smurfit, its employees, agents, consultants, contractors, or subcontractors at Smurfit's sole cost and expense. 11. In the event either party hereto brings suit to enforce the terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall pay any and all costs and expenses incurred by the other party in such suit, including, without limitation, court costs and attorneys' fees. 12. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 13. No alteration or variation of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto. 14. This Agreement may be executed in counterparts, and facsimile signatures shall be enforceable and binding on the parties, provided, however, that the parties shall exchange originally signed documents on a reasonably prompt basis. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. -3 - 01910/0049 166721.2 Smurfit -Stone Container Enterprises, Inc., a Delaware corporation Its: The City of Vernon Attest: Leonis C. Malburg, Mayor Manuela Giron, City Clerk Approved as to Form: M. Jeff A. Harrison, City Attorney -4- 01910/0049 166721.2 EXHIBIT A ACCESS AGREEMENT SMURFIT / THE CITY OF VERNON INSURANCE SCHEDULE The Seller and all of its contractors entering onto the Property shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 1. Coverage and Limits Bodily Inj Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $500,000 $1,000,000 $500,000 15. Hired Automobiles $500,000 $1,000,000 $500,000 16. Non -Owned Automobiles $500,000 $1,000,000 $500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer 2. Liability Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products -Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $1,000,000 $2,000,000 $1,000,000 The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 6. - Copy of schedule of forms of endorsements. -5- 01910/0049 166721.2 OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 December 18, 2007 VIA FEDERAL EXPRESS Mary M. Machon, Esq. Armstrong Teasdale LLP One Metropolitan Square, Suite 2600 211 North Broadway St. Louis, Missouri 63102-2740 Re: Smurfit Access Agreement-2200 E. 55th Street and 2001 E. 57th Street, Vernon, CA Dear Mary: Enclosed please find an originally signed Access Agreement regarding the above -reference matter. If you have any questions, please contact me. Very truly yours, f A. Harrison ity At orney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/ original) E_�cfusivefy Industfid ACCESS AGREEMENT This Access Agreement (this "Agreement") is entered into as of December 17, 2007, by and between the City of Vernon (the "City") and Smurfit -Stone Container Enterprises, Inc., a Delaware corporation ("Smurfit") in regard to that certain property located at 2200 E. 55th Street & 2001 E. 57th Street, City of Vernon, State of California (the "Property"), with reference to the following facts and circumstances: A. The City and Smurfit entered into an Agreement for the Purchase and Sale of Real Property dated October 18, 2007, as amended as of December 6, 2007 (collectively, the "P&S Agreement") pursuant to which Smurfit agreed to sell and the City agreed to purchase the Property. The closing of the purchase and sale is scheduled for December 18, 2007 (the "Closing Date"). B. Smurfit desires to have the right to enter onto the Property after the Closing Date in order to undertake certain inspections and to possibly finalize certain environmental remediation. C. The City has agreed to allow Smurfit access to the Property after the Closing Date pursuant to the terms and conditions set forth herein. NOW, THEREFORE, the parties agree as follows: 1. Smurfit is hereby granted a temporary, revocable license to enter onto the Property for period of thirty (30) calendar days following the Closing Date in order to undertake certain inspections, including examining a pipe, taking pictures of the pipe, and potential removal of a pipe section at Smurfit's expense, and possibly undertaking final environmental remediation work that is non-invasive and does not include borings and completing the closure of Well #7, if not completed prior to the Closing Date (the "Work"). This Agreement provides Smurfit with temporary access to the Property, and under no circumstance will this Agreement ripen into an agreement for permanent access, or a lease or easement (whether under claim of prescriptive right or otherwise) or any other interest in the Property in favor of Smurfit. 2. Smurfit shall provide not less than 48 hours prior notice of its intent to enter onto the Property or to perform any Work, which notice shall be given to Joe Furnish (if not related to environmental matters) and shall be given to Lew Pozzebon if the entry or the Work involves environmental matters. Notice shall be given to Joe by telephone at 818-427-8008 or by email at jfumish@lakestreetassoc.com and notice shall be given to Lew Pozzebon by telephone at 323- 583-8811 or by email at lozzebon@ci.vernon.ca.us, and provided further that all notices shall be given and all Work shall be performed on Monday through Thursday (excluding holidays). 3. All Work undertaken pursuant to this Agreement shall be at Smurfit's sole cost, expense and risk. All Work shall be undertaken in accordance with good and proper techniques, using personnel and equipment qualified to perform the Work being undertaken, and shall be undertaken in compliance with all applicable, statutes, codes, ordinances and regulations. No 01910/0049 166721.3 work requiring any type of permit, or any work involving the digging of holes, borings, trenches, or other invasive work is permitted hereunder, unless permits for such work were obtained by Smurfit prior to the Closing Date. 4. Smurfit agrees to purchase at its own expense and keep in force during the term of this Agreement the insurance described in Exhibit "A" attached hereto. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed by Smurfit under this Agreement as an "insured contract" for the performance of Smurfit's indemnity obligations under this Agreement. The limits of said insurance shall not, however, limit the liability of Smurfit nor relieve Smurfit of any obligation hereunder. All insurance carried by Smurfit shall be primary to and not contributory with any similar insurance carried by the City, whose insurance shall be considered excess insurance only. Each of the required policies, except for the Workers' Compensation and Employer's Liability Policy, shall name the City and its elected officials, employees, representatives and agents (the "City Parties") as an additional insured party as its interests may appear. The Commercial General Liability policy shall include contractual liability coverage, oral and written, operations premises liability, personal injury, independent contractors, broad form property damage, and cross -liability coverage. In addition, Smurfit shall require each of its contractors to procure, pay for and keep in full force and effect until the completion of the work being performed by such contractor the same insurance required to be carried by Smurfit, in each case with limits not less than One Million Dollars ($1,000,000) per occurrence; and Statutory limits for Workers' Compensation and Employer's Liability limits of $1,000,000. Smurfit only may use its program deductibles, self -insured retentions and/or self-insurance to satisfy the Workers' Compensation insurance requirements of this Section 4. 5. All insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Property is located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide". Smurfit shall not do or permit to be done anything which invalidates the required insurance policies. Smurfit shall, prior to entering the Property, deliver to the City certificates evidencing the existence and amounts of the required insurance (including the Declaration Page and Schedule of Forms of Endorsement). No such policy shall be cancelable or not -renewed except after 30 days prior written notice to the City. Smurfit shall furnish the City renewal certificates within 10 days prior to expiration as evidence of renewals. Such policies shall be for a term of at least one year. 6. Smurfit shall keep the Property free and clear of all mechanic's, materialmen's and other liens resulting from the Work. Smurfit will, at all times, promptly and fully pay and discharge all invoices related to the Work, and wholly protect, defend and hold harmless the City in the event that any such liens are filed. 7. Smurfit, for itself, its officers, directors, shareholders (the "Smurfit Parties), and others entering onto the Property at the request of Smurfit, hereby releases the City and the City Parties from all claims, actions, losses, damages, injuries, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), including all claims of illness, injury, death, or property damage, arising out of or resulting from any Smurfit Parties, entering onto the Property or performing any Work thereon. -2- 01910/0049 166721.3 8. Smurfit shall protect, defend, indemnify and hold harmless the City and the City Parties, and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs (including, without limitation, all costs and expenses of defense, such as consultants and expert witnesses, and reasonably attorneys' fees), expenses, losses and liabilities (collectively, a "Loss"), at law or in equity, of every kind or nature whatsoever, including, but not limited to, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted, arising out of or in any manner directly or indirectly connected with the entry upon the Property by Smurfit or any of its agents; provided, however, Smurfit shall not be liable for any Loss to the extent caused or resulting, from the gross negligence or willful misconduct of the City or the City Parties. The indemnities set forth herein shall survive the termination of this Agreement. 9. The term of the Agreement shall commence as of the Closing Date, and shall terminate at 6:00 PM on the thirtieth calendar day after the Closing Date, subject to earlier termination as set forth below. 10. Notwithstanding the term of this Agreement, the license granted to Smurfit herein shall be revocable in whole or in part by the City upon notice from the City to Smurfit that Smurfit has failed to comply with any material provision of this Agreement if such default is not cured within one day following delivery of notice of default. The revocation of the license granted herein shall in no way prejudice any of the rights and remedies available to the City at law or in equity. If the license granted herein is cancelled Smurfit shall promptly cease all Work at the Property and repair any damage done to the Property by Smurfit, its employees, agents, consultants, contractors, or subcontractors at Smurfit's sole cost and expense. 11. In the event either party hereto brings suit to enforce the terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall pay any and all costs and expenses incurred by the other party in such suit, including, without limitation, court costs and attorneys' fees. 12. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 13. No alteration or variation of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto. 14. This Agreement may be executed in counterparts, and facsimile signatures shall be enforceable and binding on the parties, provided, however, that the parties shall exchange originally signed documents on a reasonably prompt basis. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. -3 - 01910/0049 166721.3 Smurfit -Stone Container: Enterprises, Inc., a Delaware corporation Its: The City of Vernon By: ter.` C wi ` heDnis C. Malburg,aY or ' Attest* - 7 By:(✓ 1�- Manuela Giron,"City Z lerk Approved as to Form: By: 11 A. son, City Attorney -4- 01910/0049 166721.3 EXHIBIT A EXHIBIT A ACCESS AGREEMENT SMURFIT / THE CITY OF VERNON INSURANCE SCHEDULE The Seller and all of its contractors entering onto the Property shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 1. Coverage and Limits Nnvnrrls Automobile Liability Owned Automobiles 15. Hired Automobiles 16. Non -Owned Automobiles Workers' Compensation Employers' Liability 2. Liability Bodily Injury Each Person Each Accident $500,000 $500,000 $500,000 $ Statutory $1,000,000 $1,000,000 $1,000,000 $1,000,000 per employer Property Damage Each Accident $500,000 $500,000 $500,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $1,000,000 $2,000,000 $1,000,000 The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 6. Copy of schedule of forms of endorsements. -5- 01910/0049 166721.3 OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 April 29, 2008 VIA FEDERAL EXPRESS Sandra Slon, Esq. Troy & Gould 1801 Century Park East, 16th Floor Los Angeles, CA 90067-2367 Re: Smurfit-Sone Container Enterprises, Inc. Dear Sandy: Enclosed please find the originally signed Access Agreement regarding the above -referenced matter. If you have any questions, please contact me. Very truly yours, J f Akt rrison Cit Aney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/ encls.) (Resolution No. 9509) Er,cfusivefy Industfiaf ACCESS AGREEMENT This Access Agreement (this "Agreement") is entered into as of April 0, 2008, by and between the City of Vernon (the "City") and Smurfit -Stone Container Enterprises, Inc., a Delaware corporation ("Smurfit") in regard to that certain property located at 2200 E. 55th Street & 2001 E. 57th Street, City of Vernon, State of California (the "Property"), with reference to the following facts and circumstances: A. The City has purchased the Property from Smurfit. B. Smurfit desires to have the right to enter onto the Property that is now owned by the City in order to undertake certain inspections. C. The City has agreed to allow Smurfit access to the Property pursuant to the terms and conditions set forth herein. NOW, THEREFORE, the parties agree as follows: 1. Smurfit is hereby granted a temporary, revocable license to enter onto the Property for a one day period, to occur prior to May 1, 2008, in order to undertake certain inspections, including examining a pipe and taking pictures of the pipe (the "Work"). This Agreement provides Smurfit with temporary access to the Property, and under no circumstance will this Agreement ripen into an agreement for permanent access, or a lease or easement (whether under claim of prescriptive right or otherwise) or any other interest in the Property in favor of Smurfit. 2. Smurfit shall provide not less than 48 hours prior notice of its intent to enter onto the Property or to perform any Work, which notice shall be given to Joe Furnish by telephone at 818-427-8008 or by email at ifumish(a7lakestreetassoc.com, and shall be performed on a date mutually convenient to Smurfit and Joe Furnish. 3. All Work undertaken pursuant to this Agreement shall be at Smurfit's sole cost, expense and risk. All Work shall be undertaken in accordance with good and proper techniques, using personnel and equipment qualified to perform the Work being undertaken, and shall be undertaken in compliance with all applicable statutes, codes, ordinances and regulations. No work requiring any type of permit, or any work involving the digging of holes, borings, trenches, or other invasive work is permitted hereunder. 4. Smurfit agrees to purchase at its own expense and keep in force during the term of this Agreement the insurance described in Exhibit "A" attached hereto. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed by Smurfit under this Agreement as an "insured contract" for the performance of Smurfit's indemnity obligations under this Agreement. The limits of said insurance shall not, however, limit the liability of Smurfit nor relieve Smurfit of any obligation hereunder. All insurance carried by Smurfit shall be primary to and not contributory with any similar insurance carried by the City, whose insurance shall be considered excess insurance only. 01910/0049 172449.1 Each of the required policies, except for the Workers' Compensation and Employer's Liability Policy, shall name the City and its elected officials, employees, representatives and agents (the "City Parties") as an additional insured party as its interests may appear. The Commercial General Liability policy shall include contractual liability coverage, oral and written, operations premises liability, personal injury, independent contractors, broad form property damage, and cross -liability coverage. In addition, Smurfit shall require each of its contractors to procure, pay for and keep in full force and effect until the completion of the work being performed by such contractor the same insurance required to be carried by Smurfit, in each case with limits not less than One Million Dollars ($1,000,000) per occurrence; and Statutory limits for Workers' Compensation and Employer's Liability limits of $1,000,000. Smurfit only may use its program deductibles, self -insured retentions and/or self-insurance to satisfy the Workers' Compensation insurance requirements of this Section 4. 5. All insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Property is located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide". Smurfit shall not do or permit to be done anything which invalidates the required insurance policies. Smurfit shall, prior to entering the Property, deliver to the City certificates evidencing the existence and amounts of the required insurance (including the Declaration Page and Schedule of Forms of Endorsement). No such policy shall be cancelable or not -renewed except after 30 days prior written notice to the City. Smurfit shall furnish the City renewal certificates within 10 days prior to expiration as evidence of renewals. Such policies shall be for a term of at least one year. 6. Smurfit shall keep the Property free and clear of all mechanic's, materialmen's and other liens resulting from the Work. Smurfit will, at all times, promptly and fully pay and discharge all invoices related to the Work, and wholly protect, defend and hold harmless the City in the event that any such liens are filed. 7. Smurfit, for itself, its officers, directors, shareholders (the "Smurfit Parties), and others entering onto the Property at the request of Smurfit, hereby releases the City and the City Parties from all claims, actions, losses, damages, injuries, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), including all claims of illness, injury, death, or property damage, arising out of or resulting from any Smurfit Parties entering onto the Property or performing any Work thereon. 8. Smurfit shall protect, defend, indemnify and hold harmless the City and the City Parties, and each of them, jointly and severally, against and from any and all claims, demands, causes of action, damages, costs (including, without limitation, all costs and expenses of defense, such as consultants and expert witnesses, and reasonably attorneys' fees), expenses, losses and liabilities, (collectively, a "Loss"), at law or in equity, of every kind or nature whatsoever, including, but not limited to, injury to or death of any person or persons and damage to or destruction of any property, threatened, brought or instituted, arising out of or in any manner directly or indirectly connected with the entry upon the Property by Smurfit or any of its agents; provided, however, Smurfit shall not be liable for any Loss to the extent caused or resulting from the gross negligence or willful misconduct of the City or the City Parties. The indemnities set forth herein shall survive the termination of this Agreement. -2- 01910/0049 172449.1 9. The term of this Agreement shall commence as of the date of mutual execution, and shall terminate at 6:00 PM on April 30, 2008. 10. Notwithstanding the term of this Agreement, the license granted to Smurfit herein shall be revocable in whole or in part by the City upon notice from the City to Smurfit that Smurfit has failed to comply with any material provision of this Agreement if such default is not cured within one day following delivery of notice of default. The revocation of the license granted herein shall in no way prejudice any of the rights and remedies available to the City at law or in equity. If the license granted herein is cancelled Smurfit shall promptly cease all Work at the Property and repair any damage done to the Property by Smurfit, its employees, agents, consultants, contractors, or subcontractors at Smurfit's sole cost and expense. 11. In the event either party hereto brings suit to enforce the terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall pay any and all costs and expenses incurred by the other party in such suit, including, without limitation, court costs and attorneys' fees. 12. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 13. No alteration or variation of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto. 14. This Agreement may be executed in counterparts, and facsimile signatures shall be enforceable and binding on the parties, provided, however, that the parties shall exchange originally signed documents on a reasonably prompt basis. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. -3- 01910/0049 172449.1 Smurfit -Stone Container Enterprises, Inc., a Delaware corporation By: Its: The City of Vernon By: Leonis C. Malburg, \ ayor Attest: r By: anuela Giron, ' y Clerk Approved as to F LOM City Attorney -4- 01910/0049 172449.1 EXHIBIT A ACCESS AGREEMENT SMURFIT / THE CITY OF VERNON INSURANCESCHEDULE The Seller and all of its contractors entering onto the Property shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 1. Coverage and Limits Hazards Automobile Liabilitv Owned Automobiles 15. Hired Automobiles 16. Non -Owned Automobiles Bodily Injury Each Person Each Accident $500,000 $1,000,000 $500,000 $1,000,000 $500,000 $1,000,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer 2. Liabilitv Property Damage Each Accident $500,000 $500,000 $500,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $1,000,000 $2,000,000 $1,000,000 The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 6. Copy of schedule of forms of endorsements. -5- 01910/0049 172449.1 RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: April 24, 2008 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi Vf 1h Risk Manager RE: Smurfit-Stonle Container Corporation Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above -referenced insured that were issued by: • Zurich American Insurance Company (General Liability, Automobile Liability, and Excess Worker's Compensation) • American Zurich Insurance Company (Worker's Compensation) • American Guarantee and Liability Insurance Company (Excess Liability) • American Zurich Insurance Company (Worker's Compensation) This concerns Access Agreement for 2200 E 55th Street & 2001 E 57th Street. WY/kr ACORD CERTIFICATE OF LIABILITY TM DATE (MM/DDIYY) INSURANCE 4/1s/2oos PRODUCER Serial#: 1347 AON RISK SERVICES CENTRAL, INC. FIKIA AON RISK SERVICES OF MISSOURI, INC. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION O�IILY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 8182 MARYLAND AVENUE ST. LOUIS, MISSOURI 63105 COMPANIES AFFORDING COVERAGE D/BIA AON RISK SERVICES OF MISSOURI INSURANCE SERVICES CALIFORNIA LICENSE NUMBER OB20771 COMPANY A ZURICH AMERICAN INSURANCE COMPANY INSURED COMPANY B AMERICAN ZURICH INSURANCE COMPANY SMURFIT-STONE CONTAINER CORPORATION AND COMPANY AMERICAN GUARANTEE AND LIABILITY INSURANCE COMPANY C SMURFIT-STONE CONTAINER ENTERPRISES, INC. SIX CITYPLACE DRIVE CREVE COEUR, MO 63141 ATTN: RISK MANAGEMENT PH#: (314) 656-5230 FAX#: (314) 787-6182 COMPANY PAGE 1 OF 2 D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 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 B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO L R TYPE OF INSURANCE POLICY POLICY NUMBER EFFECTIVE DATE (MMIDD/YY) POLICY EXPIRATION DATEIMMIDD/YY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY GLO 9303212-06 4/01/2008 4/01/2009 GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ 2,500,000 PERSONAL & ADV INJURY $ CLAIMS MADE X❑ OCCUR OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 2,500,000 FIRE DAMAGE (Anyone fire) $ X BROAD FORM VENDORS ENDORSEMENT MED EXP (Anyone person) $ AUTOMOBILE LIABILITY BAP 9303206-06 (AOS 4/01/2008 4/01/2009 COMBINED SINGLE LIMIT $ 3,000,000 A X ANY AUTO INCLUDING TX) BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Peraocldent) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY AUC9379664-04 4/01/2008 4/01/2009 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ C X UMBRELLA FORM $ OTHER THAN UMBRELLA FORM B WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL PARTNERSIEXECUTIVE OFFICERS ARE: EXCL WC 9303200-06 (AK, CA, CT, FL, IL, KS, KY, MA, MD, MI, MN, MO, MS, NC, NH, NJ, NY, OK, RI, SO, TN, TX, UT) (DALTON PAPER PRODUCTS, INC. - GA) (WCO ENTERPRISES - FL) CONTINUED ON PAGE 2 4/01/2008 4/01/2009 TH- X I TORY LIM TS OER EL EACH ACCIDENT $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 A OTHER SPECIFIC EXCESS WORKERS' COMPENSATION EMPLOYERS' LIABILITY SELF -INSURED: EWS 9303204.06 (AL, AR, AZ, CA, CO, FL, GA, IA, IL, IN, LA, MO, MT, OH, OR, PA, SC, VA, WA) 4/01/2008 4/01/2009 EMPLOYERS' LIABILITY EACH ACCIDENT: $1,000,000 EMPLOYERS' LIABILITY DISEASE EACH EMPLOYEE: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS ALL LIMITS US $ DOLLARS. ONLY TO THE EXTENT THERE IS A WRITTEN CONTRACTUAL REQUIREMENT: CERTIFICATE HOLDER IS AN ADDITIONAL INSURED PER INSURANCE REQUIREMENTS AND INDEMNIFICATION IN SIGNED AGREEMENT, BUT ONLY FOR THE SOLE NEGLIGENCE OF THE INSURED; AND/OR SUBROGATION RIGHTS ARE WAIVED IN FAVOR OF CERTIFICATE HOLDER. INSURED SELF -INSURES PHYSICAL DAMAGE TO RENTED OR LEASED EQUIPMENT CERTIFICATE HOLDER CANCELLATION = , SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OFVERNONEXPIRATION 4305 SANTA FE AVENUE DATE THEREOF, THE _ISSUING COMPANY WILL -ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, VERNON, CA 90058 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE flow F_�S{Z S6rV.0es eev�traL, Iwe. ACORb 25:S (1/95) ., QACORD;GORPOIATION 1988' Arnim PRODUCER AON RISK SERVICES CENTRAL, INC. F/K/A AON RISK SERVICES OF MISSOURI, INC. 8182 MARYLAND AVENUE ST. LOUIS, MISSOURI 63105 D/B/A AON RISK SERVICES OF MISSOURI INSURANCE SERVICES CALIFORNIA LICENSE NUMBER 0820771 (INSURED LE DAaZoY' 4/iosIQ, N L Serial #: 1348 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE SMURFIT-STONE CONTAINER CORPORATION AND SMURFIT-STONE CONTAINER ENTERPRISES, INC. SIX CITYPLACE DRIVE CREVE COEUR, MO 63141 ATTN: RISK MANAGEMENT ,PH#: (314) 656-5230 FAX* (314)787-6182 COMPANY A AMERICAN ZURICH INSURANCE COMPANY COMPANY B COMPANY C COMPANY DPAGE 2 OF 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 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 B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFECTIVE I POLICY EXPIRATION LIMITS LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM/DD/YY) DATE (MMIDD/YY) IERAL LIABILITY COMMERCIAL GENERAL LIABILITY —1 CLAIMS MADE OCCUR OWNER'S & CONTRACTOR'S PROT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ PERSONAL & ADV INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Anyone fire) $ MED EXP (Anyone person) $ COMBINED SINGLE LIMIT 1$ BODILY INJURY $ (Per person) BODILY accident) I $ PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACHACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ AGGREGATE $ $ A WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR( INCL PARTNERSIE=TIVE OFFIQERSARE: EXCL WC 9303201-06 (WI & MONOPOLISTIC) L (ND & WV - EONLY) 4/0112008 4/01/2009 X ORY LAIM TS OER EL EACH ACCIDENT $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 EL DISEASE - EA EMPLOYEE $ 1,000,000 OTHER ALL LIMITS US $ DOLLARS. ONLY TO THE EXTENT THERE IS A WRITTEN CONTRACTUAL REQUIREMENT: CERTIFICATE HOLDER IS AN ADDITIONAL INSURED PER INSURANCE REQUIREMENTS AND INDEMNIFICATION IN SIGNED AGREEMENT, BUT ONLY FOR THE SOLE NEGLIGENCE OF THE INSURED; AND/OR SUBROGATION RIGHTS ARE WAIVED IN FAVOR OF CERTIFICATE HOLDER. INSURED SELF -INSURES PHYSICAL DAMAGE TO RENTED OR LEASED EQUIPMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF VERNON -EXPIRATION DATE THEREOF, THE .ISSUING COMPANY WILL .ENDEAVOR TO -MAIL 4305 SANTA FE AVENUE 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, VERNON, CA 90058 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Aovti TZ.iSIZ Services Cevvtrutl, ivuc,. POLICY NUMBER: GLO 9303212-06 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Person The city of Vernon, its Officers, and Employees. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organiza- tion(s) shown in .the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ❑ INSURED COPY Best's Rating Center - Company Information for Zurich American Insurance Company Page 1 of 2 I Rating Center I 1 Related Products ►1 Country Risk -C^kv�:�rAi�var7-Fii-ionno w�. Contact an Analyst View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centers:Se Zurich American Insurance Company .......... (a member of Zurich Financial Services Group) This rating is assigned tonancie A.M.Best #: 02563 NAIC #: 16535 FEIN M 364233459 companies that have, in our opinion, an excellent ability to Address:1400 American Lane Phone: 847-605-6000 meet their ongoing obligations A' Schaumburg, IL-60196-1056 Fax: 847-605-6011 to policyholders. - - Web: www.zurichna.com Best's Ratings Financial Strength Ratings _View Definitions Rating: AlExcellent) Affiliation Code: g (Group) Financial Size Category: XV ($2 Billion or greater) Outlook: Positive Action: Affirmed Effective Date: December 11, 2007 Denotes Under Review Best's Ratings Issuer Credit Ratings View Definitions Long -Term: a+ Outlook: Positive Action: Affirmed Date: December 11, 2007 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Group. AMB Credit Report - Insurance Professional (Unabridged) (formerly known as Best's Company Repo Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, c business overview and key financial data. F Report Revision Date: 12/1112007 (represents the latest significant change). Historical Reports are available in AMB Credit Report - Insurance Professional (Unabridged) Archi Best's Executive Summary Reports (Financial Overview) -available in three versions, these pi '.'. style reports feature balance sheet, income statement, key financial performance tests including p liquidity and reserve analysis. Data Status: 2008 Best's Statement File - P/C, US. Contains data compiled as of 4/19/2008 (Quasi Checked). Single Company_ - five years of financial data specifically on this company. • Comparison - side -by -side financial analysis of this company with a peer group of up to five o companies you select. • Composite - evaluate this company's financials against a peer group composite. Report displ, average and total composite of your selected peer group. AMB Credit Report - Business Professional - provides three years of key financial data present colorful charts and tables. Each report also features the latest Best's Ratings, Rating Rationale an from our Business Review commentary. Data Status: Contains data compiled as of 4/19/2008 (Quality Cross Checked). Bests. Key Rating Guide Presentation Report - includes Best's Financial Strength Rating and fi as provided in Best's Key Rating Guide products. Data Status: 2006 Financial Data (Quality Cross Checked). Financial and Analytical Products Best's Prop erty_/Casualty Center - Premium Data & Reports Best's Key Rating Guide -_P/C, US & Canada http://www3 ,ambest.comlratingsIFullProfile.asp?B1=0&AMBNum=2563 &AItSrc=1 &A1tNum... 4/21 /2008 Besfs Rating Center - Company Information for American Guarantee and Liability Ins Co Page 1 of 2 1' Rating Center Rating Methodology k Industry Research Ratings Definitions Search Bests Ratings Press Releases -Related Products( Industry & Regional j f Country Risk - Structured, Finance-�� Hov, to Get Rated ~' I-- View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centers: Se American Guarantee and Liability Ins Co (a member of Zurich Financial Services Group) This rating is assigned to Financs A.M.Best #: 02662 NAIC #: 26247 FEIN #- 366071400 companies that have, in our opinion, an excellent ability to Address:1400 American Lane Phone: 847-605-6000 meet their ongoing obligations A Schaumburg, IL 60196-1056 Fax: 847-605-6011 to policyholders. Web: www.zurichna.com Best's Ratings Financial Strength Ratings View Definitions Rating: A -(Excellent) Affiliation Code: g (Group) Financial Size Category: XV ($2 Billion or greater) Outlook: Positive Action: Affirmed Effective Date: December 11, 2007 Denotes Under Review Best's Ratings Issuer Credit Ratings View Definitions Long -Term: a+ Outlook: Positive Action: Affirmed Date: December 11, 2007 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best Group. AMB Credit Report- Insurance Professional Unabridged.) (formerly known as Best's Company Repo Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, c v_ business overview and key financial data. Report Revision Date: 12/11 /2007 (represents the latest significant change). Historical Reports are available in AMB Credit Report - Insurance Professional (Unabridged) Archi Best's Executive Summary Reports (Financial Overview) - available in three versions, these p ,'. style reports feature balance sheet, income statement, key financial performance tests including p liquidity and reserve analysis. Data Status: 2008 Best's Statement File - P/C, US. Contains data compiled as of 4/19/2008 (Quasi Checked). • Single -Company - five years of financial data specifically on this company. • Com-parison side -by -side financial analysis of this company with a peer group of up to five o companies you select. • Composite - evaluate this company's financials against a peer group composite. Report displ, average and total composite of your selected peer group. AMB Credit Report - Business Professional -provides three years of key financial data present colorful charts and tables. Each report also features the latest Best's Ratings, Rating Rationale an from our Business Review commentary. Data Status: Contains data compiled as of 4/19/2008 (Quality Cross Checked). Best's Key Rating Guide Presentation Report - includes Best's Financial Strength Rating and fi as provided in Best's Key Rating Guide products. Data Status: 2006 Financial Data (Quality Cross Checked). Financial and Analytical Products Best's Property/Casualty Center - Premium Data & Reports Best's Key Rating_ Guide - P/C, US & Canada http://www3 .ambest.comlratingsIFullProfile. asp?B1=0&AMBNum=2562&A1tSrc=1 &AltNum... 4/21 /2008