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HomeMy WebLinkAboutBLX GROUP LLCINSURANCE NOT ON FILE WORK MAY Q PROCEED CLERK OF COUNCIL ® DATE: FEB 0 4 2015 MSIR l°) CONSULTANT AGREEMENT N-2019-026 P,\,jao THIS AGREEMENT is made and entered into this 8th day of January, 2019 by and between BLX mited company, (hereinafter "Consultant"), and the City of c " "o� Group charterLC, a Delaware city ty and municipal corporationyoorganized and existing under the Constitution and laws aof thenta na, a State of California (hereinafter "City'). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing arbitrage rebate compliance services. B. Consultant represents that Consultant is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $10,000 annually for a total of $20,000 during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on January 8, 2021, unless terminated earlier in accordance with the terms and conditions set forth in Exhibit A. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS With the exception of Consultant's proprietary spreadsheets, this Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied In plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, Including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree In writing that City Is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require Its subcontractors, if any, to obtain and maintain Insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability Insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal Injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts Involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, In the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be Insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability Insurance with limits not less than $1,000,000 per accident, d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 In the aggregate. e. The following requirements apply to the Insurance to be provided by Consultant pursuant to this section: (1) Consultant shall maintain all Insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced In coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be-pald for Its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of Insurance by the City. INDEMNIFICATION Consultant agrees to and shall Indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal Injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, Including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation In any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. RESERVED. g. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs Incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours, Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City Information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such informatlon except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like Importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential Information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) Is, through no fault of the Consultant disclosed in a publicly available source; (c) is In rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City, 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that It presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication In the manner provided in this Section, to the following persons: To City. Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714.647-6956 With courtesy copies to: Executive Director of the Finance Department City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-5414 And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P,O. Box 1988 Santa Ana, California 92702 Fax 714.647-6515 To Consultant: Mr. Craig Underwood, President and CEO BLX Group, LLC. 777 South Figueroa Street, Suite 3200 Los Angeles, California 90017-5855 Fax 213.612-2499 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the now address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited In the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is Intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, Interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, In connection with or by reason of this Agreement. N-2019-026 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Mq101 Nonna Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:&-Lk� (lam Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA STEVEN A. MENDOZA Acting City Manager CONSULTANT 4aL�" a HYRN DOWNS CRAI NDE WOOD Executive Director of Finance Department President and CEO Tax ID# 51-0404065 EXHIBIT A SCOPE OF SERVICES RATES AND CHARGES MY Grau1, LLC 777 South Figueroa St, Ste $200 Los Angeles, CA 90017.5855 Ph 213 412 2200. FX 211812 2499 Uizye`up mr.4. October 5, 2018 Mr. Alvaro Castellon, Budget Analyst City of Santa Ana 20: Civic Center plaza Santa Ana CA 92701 Re: iglpjtray,c Rebate Compliance Services Mr. Castellon: This letter is to conftrn the engagement of BLX Group LLC 055) by the City of Santa Ana (the "Obligor') for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in tire Internal Revenue Code (the "Code") and the legal advice described below. The calculations are to be perfanned with respect to the bonnd'issue(s) listed on Exhibit A hereto (the "Bonds') applying applicable federal 'tax rales. BLX will calculate the amount of rebate liability with respect to the Bonds once per year as of the end of each bond year (unless specifically directed in writing otherwise by the Obligor) and as of the final maturity or redemption of the :Bonds (each such date on which a rebate calculation is performed is referred to herein as a "Rebate Calculation Date") applying regulations of the United States Department of the Treasury ("I'masury") in effect on such Rebate Calculation pate. To addition, if a "penalty in lion of rebate" election under Code Section 148(f)(4)(C)(v11) has been made by the Obligor with respect to the Bonds, BL?C will calculate; every six months, the amount of such "penalty"as of the and of'each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is porformed is referred to herein as a "penalty Calculation 'D4W ). (The term "Calculation Date" as used herein shall refer to a Rebate Calculation Date or a penalty Calculation' Date, as appropriate.) In addition, if roquired or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions. Wifli respect to oath Calculation Date, BLX will prepare or cause to be prepared schedules .reflecting. the relevant calculations and the assumptions involved and will deliver a rebate or penalty liability report addressed to the Obligores to tho amount of the rebate or penalty liability as of such Calculation Data. At the Obligor's election, which .election is made by the Obligor's signature of this engagement.lotter, each such rebate or penalty liability report will include a legal ophrion provided by the law firm, Orrick, Herrington & Sutcliffe LLP ("Orriok"). BLX will engage Carrick to represent BLX for the purpose of providing legal oversight. and review as it dooms.nacessary to render its opinion that file computations shown in the report are mathematically accurate and were performed in accordance with applicable federal law and regulations. No attorneyelient relationship exists between Orrick and the Obligor by virtue of this mgagerriont or the provision of the Orrick legal opinion. BLX is not a law firm and is not providing any legal advice to you, . The Obligor undertakes to provide or cause to be provided to BLX all such relevant data, as specified by BLX from time to time, and shall cooperate .with all reasonable requests of BIN in connection therewith. The Obligor also agrees to inform BLX of any actual or planned early redemption of the Bonds at its i%rlie9t opportunity Ana BLX COcober5, 218 October 5, 2018 Page 1 BLX is not being engaged hereunder, and BI.X is not hereby obligated, to undertake any of the following; (1) independently determine whether securities allocable to proceeds of the bonds were purchased at fair market value within the meaning of the Mvasury Regulations; (2) perform an audit or review of the investments acquired with gross proceeds or the payment of debt service on the Bonds; (3) perforin calculations, or other resoarch as to the desirability of elections or selections that may be available under applicable federal tax law; (4) review the tax-exempt status of interest on the Bonds or any other aspect of the Bond program except for rebate and penalty liability to the extent set Forth in this engagement letter; (9) consider any information obtained by BLX pursuant to this engagement for any purpose other than determining such rebate and penalty liability; and (6) update any report delivered hereunder because of events occurring, changes in regulations, or data or inibrmation received, subsequent to the date of delivery orsuch report. Should the Obligor desire BLX to undertake any of the foregoing, such work will be the subject of a separate eagagement and a separate fee, if any. In audition, BLX will be entitled to rely entirely on information provided by the Obligor and the Trustee and/or their agents and assigns without Independent verification, The foe with respect to the Bonds will be determined pursuant to Exhibit B hereto. Report pees are due upon delivery of each report by BLX, This engagement is terminable by either party by written notice to the other, such termination to be effective Immediately, provided that, if BLX tatmtinates (Iris engagement prior to delivering any calctilntions, the engagement foe (if previously paid) shall be refunded. BLX shall be entitled to assign its rights and obligations under this engagement in whole or in part upon prior written notice to the Obligor; provided that no such notice is required so long as Orrick retains the obligation to deliver legal opinions hereunder. No additional fees will be charged by Orrick for providing the legal services described herein, BLX will separately compensate Orrick for such services. BLX and/or Orrick may have client relationships with other parties involved in some manner with the Bonds or the Obligor (for example,. underwriters, trustees, rating agencies, Insurers, credit providers, lenders, contractors, developers, advisors, investment advisors/providers/brokers, public entities and others) whether with respect to the Bonds or some unrelated matter(s). However, to the extent that a conflict -o£ intemst 3s, created by this engagement, the Obligor hereby waives any such,;eonflict. If this engagement letter is satisfactory, please have an authorized official execute one copy and return'it to the undersigned. Very truly yours, BLX Group LLC Nancy Kummer Chief Business Development Officer/ Managing Director Accepted; City of Santa Anna 4Y By: PrintNamc/Title: -etzq,-� i R(1A.C44,1* ;� �Ij y ,b?y— bate: 10 l'xh Id E•tnail Address: e. \6)1 r� c (p b Ge Ul---; ` =I j� EXttl9rr A BONDS TO BE EMAOED 1. $107,399,438,50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds Series 1994A 2. $68,010,000.00 City of Santa Ana Gas Tax Revenue Cortiricates of Participation (2007 Local Street Improvement Project) 3. $45,060,000.00 Santa Ana Financing Authority $8,025,000'3,75 14-Yoar Maturity Lease $37,035,000 3.32"/a 10«Year Maturity Lease 4. $15,690,000.00 Santa Ana Financing Authority Water Revenue Refunding Bonds Series 2014 5. $1,585,000 City of Santa Ana Assessment District No. 2015.01 (Warner industrial Gommunity) Limited Obligation Improvoment Bonds 01y oJSaata kia October 5, 2018 L 011 ExinaIT B ARBITRAGE REBATE COMPLIANCE SER14CES FEE SCHEDULE' Base lree Service Engagement Fee (one-time fee, per issue) Report Fee (per report) Adrlltiogal _FM (per report, as appropriate) Service Variable Rate Issue Transferred Proceeds Analysis Commingled Funds Analysis Yield Restrietion-Analysis Cash Flow Reereation/Ineomplete Records Derivative Products Analysis Surcharge Final or 5th Year. Report Computation Periods in Excess of 12 Months (per additional year or fraction thereof) Uritional Services Evaluating various elections and applications I Analysisis provided in PDF format via E•Mall. city ofSatttaAna October J, 2018 Fee waived $2,250 Fee +$Soo - $1,000 +$5o0 - $1,500 +$500 - $1,500 +$500 • $2,500 +$500 - $1,500 +$0=$1,000 +$500 +$500 To be negotiated seporately ORRICHER CERTIFICATE OF LIABILITY INSURANCE PATE (MMIPOIYYYY) 5/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsemar 1. Commercial Lines - (628) 201-9001 USI Insurance Services National, Inc. - CA Uc#: OD08408 201 Mission St, 11th Floor San Francisco, CA 94105 INSURED BLX Group, LLC 777 South Figueroa Street, Suite 3200 Great Northern Insurance Federal Insurance COmOa 20303 20281 Los Angeles, CA 90017 1 INSURER F: COVERAGES CERTIFICATE NUMBER: 13023201 REVISION NUMBER: See below 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 BY 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. ILTR TYPE OF INSURANCE UBRI POLICY NUMBER ,N PL;S735821151 POLICY Epp MMIDDryYYY LIMITS A X ............. COMMERCIAL GENERAL LIABILITY ...... CLAIMS -MADE u OCCUR D6/01/2018 06/01/2019 EACHOCCURRENCE OAMAG" TUR5RTED ....__.._..__. PREMISES Ea occurrence $ 1,000,000 __._._....,....__.. $ 1,000,000 MED EXP (Any one pereonL $10,000 X Host Li ucrincludetl q I PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000000,' X PRO- POLICY 1 JECT LOC --- PRODUCTS._COMP/OP AGO_ -- $ Incl In Gen Agg X OTHER: Ind, Contractors S B AUTOMOBILE LIABILITY 1 74996569 06/01/2016 06/01/2019 En acel.,alBINED LE LIMIT $ 1,000,000- BODILY INJURY (Per person) $ ANYAUTO _..._ OWNED ASCHEDULED ____ AUTOS ONLY UTOS BODILY INJURY (Per arndent),S X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY pFiOFERTV pAMAGE--- Per sudden)_,,,,_ $----- ---.._..__..._ $ I B X UMBRELLALIAB X OCCUR 79820023 06/01/2018 06/01/2019 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESSMAB CLAIMS -MADE 1 DED RETENTION$ S WORKERS COMPENSATION AND EMPLOYERS'LIABILIrY YIN iP R H- _ §TATUT�, E.L. EACHACCIDENT $ ANYPROPRIETORIPARTNERIEXECUTIVE ❑ OFFIOERIM EMBER EXCLUDES? NIA E.L. DISEASE - EA EMPLOYEE $ 1 (Mandatory in NH) If ear, describe 1DESCRIPTION O OrPERATIONSbelow E.L. DISEASE -POLICY LIMIT S i i 1 I i DESCRIPTION OF OPERATIONS I LOCATIONS i VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The Certificate Holder Is named as Additional Insured as it relates to general & auto liability in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza M-25 ACCORDANCE WITH THE POLICY PROVISIONS, Santa Ana CA 92701 AUTHORIZED REPRESENTATIVEny 9?`-1W— The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) AcoR" CERTIFICATE OF LIABILITY INSURANCE III DAIYYYY) 0991261201/2601DDB I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH RISK & INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 CONTACT NAME: AN N Ex • aC No: CALIFORNIA LICENSE N0.0437153 E-MAIL SAN FRANCISCO, CA 94104 ADDRESS: EACH OCCURRENCE $ Afln' Angela Bacon (415) 743-7621 INSURERS AFFORDING COVERAGE NAIL H INSURERA: Chubb Indemnity Insurance Cc 12777 INSURED BLX Group, LLC INSURER B: GENERA -AGGREGATE $ INSURERC : $ 777 South Figueroa Street, Suite 3200 LDS Angeles, CA 90017 INSURER D: INSURER E: INSURER F: COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ COVERAGES CERTIFICATE NUMBER: SEA -003415011-26 REVISION NUMBER: 18 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 BY 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. INSR LTR TYPE OF INSURANCE ADDL INSO SUBR MD POLICY NUMBER POLICY EFF MMIDDM Y POLICY EXP MMIDDIYYYY LIMITS of Marsh Risk & Insurance Services COMMERCIAL GENERAL LI ABILITY CLAIMS -MADE F7 OCCUR EACH OCCURRENCE $ DAMAGE TO REN I ED PREMISES Ea occunenca $ MED EXP (Anyone person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE U MIT APPLIES PER: POLICY [] PRO- JECT E LOC OTHER: GENERA -AGGREGATE $ PRODUCTS-COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident)$ PROPERTYDAMAGE $ Per accident UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNEWEXECUTIVE Y OFFICER/MEMBEREXCLUDEDI N (Mandatory In NH) If yes, describe under OF OPERATIONS below NIA 71756264 00 10/01/2019 X PER OTH- STATUTE ER E. L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE Is 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Professional Services Contract CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, M-2 5 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Angela Bacon I�IG/ rp7yt ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD qA*-' e.- t Af OrLVV'-° A� p® CERTIFICATE OF LIABILITY INSURANCE DATE YYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, v2a2a1e /2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK & INSURANCE SERVICES NAME: 345 CALIFORNIA STREET, SUITE 1300 PNONN Ext) E (FAX. IC No CALIFORNIA LICENSE N0.0437153 E-MAIL SAN FRANCISCO, CA 94104 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# CN102668209-BLX3-E&O-1&19 INSURER A: XLSpecialty Insurance Company 37885 INSURED BLX GROUP LLC INSURER e 777 SOUTH FIGUEROA STREET, SUITE 3200 INSURER C: LOS ANGELES, CA 90017 INSURER D INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: SEA -003389194.09 REVISION NUMBER: 14 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 BY 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. INSR LTR TYPE OF INSURANCE ADOL p SUSR MID POLICYNUMBER POLICY EFF MWDDIYYYY POLICY EXP MMIDDIYYYY LIMITS of Marsh Risk & Insurance Services COMMERCIAL GENERAL LIABILITY Raquel lldefonzo EACH OCCURRENCE $ CLAIMS -MADE ❑OCCUR DAMAGETO RE D PREMISES IEa occurrence $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ AGGREGATE LIMIT APPLIES PER: POLICY ❑PRO- JECT ❑OC GENERAL AGGREGATE $ GEN'L PRODUCTS - COMPIOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY over person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS ;BODILY INJURY Per accident ( ) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY I PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN ANVPROPRIETORIPARTNEMEXECUTIVE OFFICEWMEMBER EXCLUDED? ElNIA STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A PROFESSIONAL LIABILITY ELU168859-18 11128/2018 11/28/2019 LIMIT OF LIABILITY: $2,000,000 INVESTMENT COMPANY RETENTION: $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) REF: EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE IIIIIIIIII TO WHOM IT MAY CONCERN IIIIIIIIII THIS IS A CLAIMS MADE POLICY, EXCEPTAS OTHERWISE PROVIDED HEREIN, THIS POLICY ONLY APPLIES TO CLAIMS FIRST MADE DURING THE POLICY PERIOD, CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTENTION: SARAH RO THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA, M-25 ACCORDANCE WITH THE POLICY PROVISIONS, SANTA ANA, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Raquel lldefonzo © 1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD