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BLX GROUP, LLC
INSURANCE ON FILE N-2025-107 WORK MAY PROCEED UNTIL INSURANCE EXPIRES CITY CLERK MAY 7 2025 V fL nWw.(P)MAY I AEEMENT FOR CONSULTING SERVICES REGARDING ARBITRAGE AND kov IU1,2, REBATE REQUIREMENTS BETWEEN BLX GROUP,LLC AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this day of May, 2025 by and between BLX Group, LLC, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City„). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of financial analysis services relating to arbitrage and rebate requirements contained in the Internal Revenue Code with respect to issued bonds. 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: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Fee Schedule- Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed$14,950. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Page 1 of 9 #2045631vl 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 for a three (3) year term with the option for the City to grant up to two 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 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. G. INSURANCE (Subject to revision per RMD requirements) Consultant shall procure and maintain for the duration of the agreement the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: Page 2 of 9 #2045G31v1 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and$2,000,000 aggregate. 2. Automobile Liability (AL): ISO Form Number CA 00 01 covering any auto (Code 1), with combined single limits of $1,000,000. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than$1,000,000. 3. Workers' Compensation (WIC): as required by the State of California,with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Consultant has no employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials,parts,equipment, and personnel furnished in connection with such work or operations, 2. All required insurance policies: Insurance company(ics) agrees to waive all rights of subrogation against City, its City Council,its officers, officials, employees,agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant for City. 3. All required insurance policies: For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: Executive Director, Finance and Management Services Agency,20 Page 3 of 9 #2045631vl Civic Center Plaza,M-17, Santa Ana, CA 92701.The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability oflnsurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage Consultant shall furnish the City with original certificates including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins, However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide claims-made coverage: 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work, 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. 3.If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work, Subcontractors Consultant shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub-contractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience,insurer, coverage, or other special circumstances. Page 4 of 9 ##2045631vl 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors,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 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its 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. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. 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 Page 5 of 9 9204563tv1 i information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information 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. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age,national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 terrns 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Page 6of9 #2o45631v1 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. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work,product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of 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 or 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. 17. 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. 18. 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. Page 7 of 9 #2045631vl 19. 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: City Clerk 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, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-17) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Nancy Kummer Chief Operating Officer BLX Group, LLC 355 S. Grand Avenue, Suite 2700 Los Angeles, CA, 90071 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 new 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page S of 9 #2045631v1 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. ATTEST: CITY OF T;ANA ennifer a Alvaro Nunez City Cl Acting City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: BLX Group LLC City Attorney B Andrea Garcia-Miller Nam . Nancv Kummer Assistant City Attorney Title: Chief Operating Officer,Managing Director RECOMMENDED FOR APPROVAL: dftr Meander 7-dad(Ap,i0,xOxs 09:xx poll Alexander Trinidad Acting Executive Director Finance and Management Services Agency Page 9 of 9 #2045631vl EXHIBIT A SCOPE OF SERVICES BLX<g> BLX Group LLC 355 S.Grand Avenue,Suite 2700 Los Angeles,CA 90071 Ph 213 612 2200 Fx 213 612 2499 bkgroup.com April 29,2025 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: Arbitrage Rebate Compliance Services Dear Sir or Madam: This letter is to confirm the engagement of BLX Group LLC ("BLX") by the City of Santa Ana (the "Obligor") for the purpose of performing calculations relating to the arbitrage and rebate requirements contained in the Internal Revenue Code (the"Code") and the level of review by BLX counsel described below. The calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto (the"Bonds")applying applicable federal tax rules. 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("Treasury")in effect on such Rebate Calculation Date.In addition,if a"penalty in lieu of rebate" election under Code Section 148(0(4)(C)(vii) has been made by the Obligor with respect to the Bonds, BLX will calculate, every six months, the amount of such "penalty" as of the end of each six- month period beginning on the date of issue of the Bonds (each such date on which a penalty calculation is performed is referred to herein as a"Penalty Calculation Date"). (The term "Calculation Date" as used herein shall refer to a Rebate Calculation Date or a Penalty Calculation Date,as appropriate.) In addition, if required or requested by the Obligor, BLX will include in each report delivered to the Obligor an analysis of compliance with applicable arbitrage yield restrictions. With respect to each 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 Obligor as to the amount of the rebate or penalty liability as of such Calculation Date. At the Obligor's election, which election is made by the Obligor's signature of this engagement letter, each such rebate or penalty liability report will include a legal opinion provided by the law firm, Orrick, Herrington & Sutcliffe LLP ("Orrick"). BLX will engage Orrick to represent BLX for the purpose of providing legal oversight and review as it deems necessary to render its opinion that the computations shown in the report are mathematically accurate and were performed in accordance with applicable federal law and regulations. No attorney-client relationship exists between Orrick and the Obligor by virtue of this engagement 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 BLX in connection therewith.The Obligor also agrees to inform BLX of any actual or planned early redemption of the Bonds at its earliest opportunity. BLX© City Santa Ana April 29,2025 Page 2 BLX is not being engaged hereunder,and BLX 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 Treasury Regulations; (2)perform an audit or review of the investments acquired with gross proceeds or the payment of debt service on the Bonds; (3)perform calculations or other research 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; (5)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 information received, subsequent to the date of delivery of such report. Should the Obligor desire BLX to undertake any of the foregoing,such work will be the subject of a separate engagement and a separate fee,if any.In addition,BLX will be entitled to rely entirely on infonnation provided by the Obligor and the Trustee and/or their agents and assigns without independent verification. The fee with respect to the Bonds will be determined pursuant to Exhibit B hereto. Report Fees 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 terminates this engagement prior to delivering any calculations,the engagement fee (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-of-interest is created by this engagement, the Obligor hereby waives any such conflict. 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 Operating officer, Senior Officer Managing Director BLX<@> City of Santa f2 April29,2025 EXHIBIT A BONDS TO BE ENGAGED Issue Description 1, $1,585,000 City of Santa Ana Assessment District No. 2015-01 (Warner Industrial Community) Limited Obligation Improvement Bonds Issue date: 7/27/2016 2, $44,160,000 Santa Ana Public Financing Authority Water Revenue Bands, Series 2024 Issue date: 6/27/2024 Previously engaged EXHIBIT B COMPENSATION BLX<@> City of Santa Ana April 29, 2025 EXHIBIT B ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE 2 BASE FEE Service Fee Report Fee (per report) Limited Obligation Improvement Bonds (Warner Industrial Community) $2,200 Water Revenue Bonds, Series 2024 $2,250 ADDITIONAL.FEES(per report, as appropriate) Service Fee Computation Periods in Excess of 12 Months +$500 (per additional year or fraction thereof) 2 Analysis is provided in PDF format via E-Mail. 4128-0474-0443.1 BLX Group LLC - Arbitrage and Rebate Requirements (2025) with Exhibits - CAO signed 4-29-25(2046066. 1 ) Final Audit Report 2025-04-30 Created: 2025-04-29 By: Kristin Andrade(kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAhelyvdHvNG1121MD5jHuuhGyBiptIC2U TLX Group LLC - Arbitrage and Rebate Requirements (2025) w ith Exhibits - CAO signed 4-29-25(2046066.1 )" History Document created by Kristin Andrade(kandrade@santa-ana.org) 2025-04-29-10:07:41 PM GMT L—' Document emailed to Alexander Trinidad (atrinidad@santa-ana.org)for signature 2025-04-29-10:08:12 PM GMT Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) 2025-04-29-10:08:27 PM GMT Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) 2025-04-30-3:31:00 PM GMT dQ Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date:2025-04-30-3:32:53 PM GMT-Time Source:server Agreement completed. 2025-04-30-3:32:53 PM GMT Adobe Acrobat Sign Client#: 1545435 ORRICHER ACORD.. CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDlYYYY) 6103MIDDN 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(ies)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 any rights to the certificate holder In lieu of such endorsement(s), PRODUCER NAME:CONTACT Celeste Traxler USI Insurance Services, LLC PHONE $28201-9001 FAX AIC No Exk: A1C No s Lic#OG11911 E-MAIL ss: celeste.traxler@usi.com 575 Market Street,Suite 3750 INSURERS AFFORDING COVERAGE NAIC A San Francisco,CA 94105 INSURER A:Great Northern Insurance Company 20303 INSURED INSURER B:Federal Insurance Company 20281 BLX Group LLC INSURER C; 355 South Grand Avenue,Suite 2700 INSURERD: Los Angeles, CA 90071 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY _WAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFCRDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY40 PAID CLAIMS. ILTR TYPE OF INSURANCE INEIRL y VD POLICY NUMBER BR MMIDICnYYY DINRY LIMITS A X COMMERCIAL GENERAL LIABILITY 35821151 06101/2024 0610112025 EEAACCHH OECCCUR��RENCE $1 000 000 CLAIMS-MADE ®OCCUR PREMED ISES EaEoNxT,,".nr $7 000 000 X Host Liquor Included MED EXP An- _y one person) $10 000 X Ind.Contractors PERSONAL&ADVINJURY $1000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Pi X POLICY❑JECT F1 LOC PRODUCTS-COMPIOP AGO $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 74996569 0610112024 06/01/202 EOInnWd.nt"INGLF LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B X UMBRIELLA LIAR X I OCCUR 79820023 0610112024 0610112025 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 DFO I X RETENTION$0 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOWPARTNERIEXECUTIVE Y1 N EL.EACH ACCIDENT $ OFFICEWMEMBEREXCLUDED7 N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ ?Digitally slg ed TUT arQYTtl Tram APPROVED Nguyen Ng u frW i10 By Tu Tran Nguyen at 7.12 am Apr 10,20 5, / 07:12:53-07'n' DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) li Agreement N-2021-037,Agreement with BLX Group LLC for Provision of Arbitrage Rebate Compliance Services City of Santa Ana,officers,agents,employees,and volunteers are named as additional Insured as relates to general liability and auto liability in accordance with the terms and condition of the policies.The general liability policy Is primary and non-contributory when required by written contract.Certificate (See Attached Descriptions) 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 Attn: Rosle Perez ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza M17 Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE © A-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S449862221M44950493 VMMZP DESCRIPTIONS (Continued from Page 1) holder is provided 30 day notice of cancellation and 10 days for non-payment In accordance with the terms and conditions of the policy. SAGITTA 25.3(2016103) 2 of 2 #S44986222/M44950493 74,996569 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CARE.FQUI.Y. COMMERCIAL :AUTOMOBILE BROAD FQRM ENDORSEMENT This endorsement modifies insuranceprovi0o.d under the following SUSINESS AUTO COVERAGE,FQJRN borrow in,-your lbusiaessv,yppr persproal 71s,endmement mcdfies.*,e-.Soslnm A*Cqmrage Form, aff.pirs. 1 0TONDED-CANCELLATION CONIDITIQN C. ,Leuors-,as Insureds. ]Paragraph A2,h,, -CANCEI-LATION-of the ParagraP11 A.4.-17 HOJSAW11NISURED-of COMMON POLICY-CONDITIONS form IL 00 174 SECTION 1-0-',LJAF1U7Y i0PVJ1'RAQE deleted'and 1roplaced with the,following; arpeRl &b,e add,the 4011ow6g:W,daysb9lom the qffp00VQ date,,qkgapqp1lAtjon f a Thelenpr dacovered,'avtv while the AW:1-CaJx*;,L1or '% 'leased to-yp -undsr.. � ritte. arty,g.ther reason. -"Jo�js� ,w low n ,Z BR0A!),-tFQRXI 1NSURED: agreement if 4. Subsidiar)[,O.S!�and Newly.Acquired!,or!Forn*.d- (11 The agreement;requires ;y=b Orvanization.sl As'insureds., ;provide direct primary!J.n sorance for i The.,Named!Insured,showu In the,DW.a!raAiona,,4, the 110ssor-, and pm, endeds ijo include. �(2) The`"auto" is,leased without a dOyeer, 1, Any4qqalty incorporated Aub.Wiary.-in,whiph, %0 leased 'auto"wool bsLconsldere&,a yov om,j,mmAhart 50% of,#w,voting,:stack.on goW.ed "auto` your"n-a0 s.rxg.pzov@red, the!effective olate rat theCoviaragaForm. 'auto you hire. However, the"Named Jnswc.0.doh na 5nol.u.00r, Hpwe ver,,t.ho-:lessor:is,-an,'insured"only arty,subsidiary,-that-is.an "JnskjtWuqder Any for.'bodily:jnjory`'0(Opr.Qpertyr d �olherowrternobile policy or would;bean resulting. under such a.pokey ftt-,W, Hs 1 You,,, ;termlrtiptim or.tho oxhau s4on,of`its�ljryit of Z Any of;your-'employees' Or 2. ;Any.Qrganizatim4hat-is aoqu!ro0hQrAfQr.rwd1by 3 Any persQP,,,vo. pt.,#w1 1posor,or andoyvr�whlioh,yovf maintah,maJorlly; any "empl`oyee" ortagent of the ownership. However. the,Named.Jniated lessor, Operating JW'00" Mkh,41he does"pot.,inclode,any:newly fofmed or acquired pqrmis:sko at any of I ancvor :z organization' above-, (a) That is:an Imgord* undRuany 0 persons,And jnwreds automobile,poRcy (b),ThO hm,exhausted its iLienitV., insurarice: !Raragrap h.,A.1-WHO,JS,,W�il.N$URED -,Of' under arTy other,polky, pr SF-C fllOUU-,LIABILITY, COVERAGE is, {C) 180 days or more;after,its-acqulo,tion 0 ,amended 1p add 1hie AN'lloWing: -fQr,M, tj'10n:by you, Lunless you.have.given, I ,Any;person,cr organIzation with rasp to us written.notices pf the acquisHlon,9( the.Operation, matntamanceor use''of a f 0 rm,a t to n, covered.'auto%,iproM dad that you oad Coverage;dogs,,not apply,to Obodly injury" Jor such ppr , have agreed, son.or organization 'property damag4`11hat 1res.015 from.an "accident" under anLexpress'provision:,in a written tha,00=rred before yQtt formed oracquired tthe 6lnsurod-,ccntr0Cr,;written agreement cro jorprd zation. wrWert,pe.rrnj(Issugd;to you ))y. a. &Employees-as iInsureds: goveryimental or pu0li`c,authority., .such.person'or verganization,tothis policy. SECTION *-LIABILITY Q.QV.ERA13K*amended 1P add tie folio—will Howevof, such!,Person orprgamizaWn -b d. Any,ffempto :an Insured" only, Covered -yee" of yours while using.:a U0100" YOU dort own, hire,or` Form: lo-QZ-0292 (Rev. 11-16) Page I i0f. 3 "Includes oupy. 0ghted:mptedall Or Insio-ranrze,Services Office,, Im with Aspormission" oy 4b, :respect.-O the:operation, d Rental Experme maintenance or use d a covered We. wil pay the foNowing.,expenses that you,or "auto'; and any, of, our"employees ,are:legally obligated (2) for%adily irl ury" a "property dame" ID Spay ecause pt a Yvr ogn ontLract or caused;by an axcc;dank' yrhich,tapes agreement,entered:iltdo for use cif`a rental place after: vehicle in Fthe'conduct of your,btksiness: {a� You=;executed the 'insured MAXIMVM�1WE.W. jLL.PAY FOR A(�IY ONE writract" or wrrhen agreement; c_ir CONTRACTOR AGREEMENT' fh) The.permit:has been,Issued,to 1,. �r2,60f}f for loss of 1[lcch7ta incurred ' the- you. rental �� teeuIoa Mat3 FEELOW.EMpLOYEECOY�RAGE veiclo ou of us bacase� actual EXCLUSION U 5.-FELLOW EMPLOYEE—.of dame a to gar'"loss" of that vefp.cle dncIVdin SECTION. u —,LIABILITY COVERAGE does not apply. A 9 A. ,PHYSICALL'DAMAGE—APOITIQNAL TEMPORARY inowa'lost due;to.ab.aenge,0 that vehicle for TRANSPORTATION ,EXPENSE COVERAGE.. use:a5 a�re.paaoemerlt. paragraph:A,4.a, TRANSPORTATION EXPENSE-S $2,500.for=decrease iin trade-'irr:value;cf-the f :SECTION:Ill— PHYSICAL DAMAGE ranka1 vehicle because of_actual damage to. COWAAGE Eis amended to 1provide;a limk of$50 per ,that vehicle.arising out,d a covered?AJoss"; and day for temporary.:transportation expense,.subject,to a 3. $2 50.0 for aldministrative expensest,incurred maximuMr, *At:0. $1,00.0, ty the srwt*,agency,-as staled;tt the contra.ct i9. AUTO agreement.- Patagraph;.A 4.-COVERAGE 'EXTENSIONS:„.of 4. $7,500(maximum Atotg.am.o:unt,for. paragraphs SECTION Ill W PHYSICAL. DAMAGE COVERAGE-is C,2,and ,3;icornbirted. Amended�ta:add,the fd9ow.Ing-,, 7. iEXTRA,WEIV;`E OROAPENI:EI]COYERAOIE c Unpaid Uan,,.oc(Lease.Am o unts (Paragraph A.4 COVERAOE' EXTENSIONS -of" In ft f d.a100,*1.9ss"ip a;pp►tero 'e!?tq", w will ;SECTION Ill JPLHY8I0AL DAMAGE COVERAGS pay:any'unpaid;:amount:-due on the toan::cr lea—e fo_r,a amended to,add the.,f la+nrirtg:, Gaverad "auto' :nrrinus; e, Recovery-Expense: f. The:art otllt pald� under the•Phys�cai. 4 amage W'a vain,Epay fnr the:expense;d'returning.a Coverage ectlon OfAhe policy-,,anc1 stoft,coverod:'"auW^lig you. 2 Any. & AIRBAG,COVERAGE a Overdub. loan/lease payments A rite:time.cf' !Paragraph-B,3.s.--(EXCLVSi0NS -�d'SECTION the,°loss"; IlI—pHYSIQA.Lr DAMAGE OOVERAQF:does not t�. iFlnartcial penelt�ee lmposa6...dor, a lease:for apply loth accidental or uninton4ed:dscharge-of excessive use, abnormal wear:end`tear or, an airbag. Coveraoo is excess);over,arty,other JSi h mileage, cbilectibls xinsurart_ce or warranty spocificell. Secb+nty deposits na�t retu rued by ,rite.lessor: designed;lo provide tlr cavarage, d its for extended:r arrarltles,,Credit I fa AUPAO, Y UAL AND,DATA,ELECTRONIC: linwoncce;IFieelth; Accident:.pr pisahllity QUIPMENT.=fgRX7AdENEA,=COVER'ACE !Insurrancei purchasedi with the,ilcr ' ,u lease, Floragropl►•C,1,b =-LJMIT`OF,INSURANCE,-,of and SECTION.'111 PHYSICAL Et'AM.AGEAs d#leted' e,. Carry-over balances frorn,prevfovs:loans:or and'replaced.*fh thae-tonowring, loess$. ,b, s$2.000,its the;most•*emill pay afor{!loss" iM any. ft vull'pay for airy Vapaid. amount-due on they Joan.o one "accident}z tv.all!;electronic equipment tit. leawf caused by;: reproduces, irecelvga..or transrnits audiovisual; 1, .Qther then Collisio.,n Cover.aga-Eonly;if:Elie, or,data,signai5 which, at the 1irtne laf"Joss"* is: Declarations ilndicate,that Oomprehensj ve. o) Permanently installed'.irt or upon the ,Coverage,i'provided for:any covered "aytoa, covered "auto"in IhousJng,:opening or F; Specified:Causes ref Loss Coverage;only,if trio. Dither.location,thal is pol,normally,used!by ;Declarations.,Inc icato IhE Specifiled Causes of. the "auto?',marrufackurer for the;installation ,Loss,Qoyerage-is provided for any..covered,-ogip"Y or ,such eoNilment, 3, Collision Cover.age-:onty.itthe.:11)aclarations indicate (2) Removable hom ap:ermanently i"044led that Collision,,Coverage is proAdW tar any ttpusing unit,as .dWribed Jn Paragraph covered 'auto. U. a#bove or is an�ntegrai,pert ofIhat g. RENTAL.AGENCY EXPENSE: eq,Nlpm. en1:. -o°�y Paragraph A 4. C(?11EFtAGI EX'CI+NSIG NS:. d ( ) An integral Epart 4,such equipment4 SECTION rill PHYSICAL IDAMAGI: COVERAGE. is amended:J add the:following, 10. GLASS:REPAIR,.,WAIVER.OF'DEDUCTIBLE IFow 16-02-0252.:(ReY 11-16) ;Page 2-of 3 "Includes. copyrighted. materidr of ilnsurance:Services OfficA Inc, with Ells. permission"` Under Paragraph{D.. -DEDUCTIBLE of their,rights.�of recovery against.sucli person or SECTION'1 .-€PHYSI.CAL, DAMAGE COVERAGE organization under a contract or agreement the following;its addedt that`is entered into before such "loss". No deductible applles.'lo glass darrrage,?the glass To ;extent'that;the 1nsurad'47 rights to is repaired 'raither:then,[replaced. recover•damages.for al or;pert d any 11..`TWQ 1OR.MORE VEDUUTIEL.ES, payment made under this Jnsurance::has riot Paragraph D,- DEDUCTIBLE--d SECTION ;III-- beer Wei ved, those rights are transferred•.bo PHYSICAL DAMAGE COVERAGE is kemended to us: That;person or organization,must ob ,add:the.following: evarything:necessary,la secure our tights. and 9 this Coverage Form and any other Coverage must.do nothing .after `aW dwiv iq".loss. p Form or Policy iissued[to you by:us that.is not an impair them,.At mr 3raquest,,the insured wilt automobile.policy,or,.Coverage Form,applies,V -the bring:suit or transtOr those,,rights to us and. :tom "ace.si or the#ollovimg:applies: ttelp;:us enforce,vhemt. 1. rt*deductible under this Business,Auto Caverap Form:isthe.;srnaller(or:smallest) 14 ;UNINTENTIONALIFAILI�RE TD:,aISCLOSE deduotllala' lM u'1113be.waived or 'HAZARDS 2 If-the,deductible;under thls.Business Auto Paragraph B.2.—CONCEALMENT, Coverage,,Form:.is:mt,,Ihge srnaller Ox smallest) :At11SREPRESENTATION.or FRAUD d SECTION diduelilsle, it wit:be:.reduced by'fie.amount:car IV-;BUSINESS AUTO CONDITIONS . is deleted the•.smaller (or smallest) deductible. and, replaced'wIH'►,'the following: if yvuE urlrntentronally tail;to disdiose any hazards 12.:AMENDED UTIES IN THE ILVENT OF axis tang.at,the Inceptlan dato of`your policy, vo-"I: ACCIDENT,CLAIM, SUIT QR,LOSS rat;void,coverage under this:scloverage.forn. Paragraph A,2.a. -;QUTIES 1N THE::IE11ENT OFbecause 11 lof zuch failure. AN ACCIDENT, CLAIM, .SUIT OR LOSS of SECTION:'IV t BUSINESS;AUTO 3CONDITIONS'e: 15.. AUTO&•:RENTED#BY EMPLOYEES ,deleted and replaced.with the following; paragraph C `y..T OTHEI •'IINSIIRANCE=of a Jnthe.went:i?¢'a lent`;, clalrr►, "suit`.or SECTION. IV 'BUSINESS AUTO CONDITIONS . "loss" youi must promptly notify,us when,the is amended b,aft the following: "aecitiitent" is.krno vn b A Any "auto"l iced or rented: your"amplpyee:" 41). You or your authorized representative, if an yoix fpehatf and at your direetlon will be you.ara an Indivt:dua_I; ton$idered:an`"auto" :you hire; (2) A partner, or any, authori4e# •employee's" personal insurance,also applles; mpresontatlue, d you9 as a;partnership; on an �exc.ess,basis.:-to a covered rauto. Jilted; (3) Am ember, .ir you are a IrKtIled liability ar rented,key,;youOernployed an;your,beha�f compw,,y; or and at your, direction, this.insurance,uvlll_4i~ An.exeCut1ve 9Iftr r, insuta:ttice n7ana et^; pf lmary tr the:"ernpia�r+ee'a" person»l ,or,authorzed representative,1 you pre.sn insurance.. orgarti'xa#ior}other than a pattrership,ar 16. 'HIRED AQTO-COVERAGE TItRRITORY xrnitad:I,abinitr pany+ Paragraph 0,7 4 ) •.POLICY!PERIbCi, lKnQwledge + °ant"a iddryt, clairn,`*U(t" a COVeRACE TEI3RITOR:Y < SE CTION JV-- "loss by�other persons.does%mt,;trnpty than the EBt:JSINU- AE1T(7 CONDITIUhJS,6 deleted and persons',bted above have such.:knowledge: replaced`with #Eie following,: lioe"io us should:include: t(5)A icoverod"auttr"of l 1prlvats;passenger 41;) ;How, when end:where tt;;accident",or ;type .leased, hired, rented or borrowed: loss'.occurred,: Y*t Qvt a driverfdr,a period.of, 45 days or (2) The"Insured.g..narne.and address; and: 'less; and (3). To the extent;possible theonarnes and 17. RESULTANT:MEWAL,ANGUISH€C.OVERAGE' addresses,of"any iirljured persons or Paragraph aragraph C. of,-:SECTION'V C�E'FI-NITEONS is. 11, WAIVER�CIE'SUBROGATIQN deleted sold tapioca: try'the following, 'Paragraph A.S, -TRANSFER OF RIGH:T$ OF 'Daddy,injury'means bodily.injury, ifickness or RECOVERY AGAINST OTHERS TO US.0 disease sustained by aq ip.erson, rncicrding SECTION IV—.BUSINESS AUTO CpNUJTIONU sb mental anguish or death-as o result 0>'titie"bodily deleted-and replaced wrth,the following injury" $us.tained by sthat personn,. .5. We;01 waive-the rr ght of,,recovery we would. .otherwise have;against ano#her person,car organization for "loss' to which,this insurance: aEpplles,.provided the"insured" has waived. Form: 16-02-0292 (Rev. 11-16). :Pago..3 d3 "Includes copyrighted material of Insurance:Services.Office, Jnc.with ;its;parts. issJan" Liability insurance Endorsement Policy Number 3582-11-51 PLE insured ORRICY,HERRINGrTON&SUTCLIFFE LLP Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have.against the desigoated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORG}ANiZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,To PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. Liability lnsuranws C;ondlttan-WaftrOf Tranafsr Of Rights Of Reoomy con8nued Fam 80.02 2302(Ray.4-01) Endoreement Pegs 1 Liability Insurance Endorsement Policy Number 3582-11-SI PLE Insured ORIUCK,HERRINGTON&SUTCLIFFE LLP Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: Under Who Is An Jasured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are Inmroft,but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part.before the execution of the Contract or agreement;and. • with mspectto damages,loss,cost or expense for injury or damage to which this insurance applies, No person or organization is an insured under this provision: '• that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). Llability lneuranrw Addllloml Insured•Scheduled Person Or Orgenlzalan continuad Form 80-02-2367(Rox"7) l ndomment pop I Who Is An Insured Additional Insured s with respect to any assumption of liability(of another person or organization)by them in a Scheduled Parson contract or agreement.This limitation does not apply to the liability for damages,loss,cost or Or Organization expense for injury or damage,to which this insurance applies,that the person or organization (oonffnued) would have in the absence of such contract or agreement. Under Conditions.the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— U you are obligated,pursuant to a contractor agreement,to provide the person or org"ation Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance--Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR OROANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY.. Ali other forms and conditions remain unchanged. Llab9fty Insurance Addldonal lneured-Scheduled Poison Or nrganlzatbcn last page Form 00•02 2887(Rev.5-07) Endomemont Page 2 C H U S B' Policy Conditions Endorsement Policy Perlod Policy Number 35S2.11-51 PLE Insured ORRIM HERRINGTON&SUTCLIME LLP Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS The Named Insured is amended to include the following: Named Insured ORRIM HERRINGTON&SUTOLIFFE LLP BLS GROUP,LLC Polley Cortdf om Nawd Ina~ comflaued Farm W-M-MI(Ed."S) EndOement Pegs i DATE(MMfDDNYYY) ACCO " CERTIFICATE OF LIABILITY INSURANCE 09/08/2025 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(ies)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 endorsements PRODUCER CONTACT- NAME. MARSH RISK&INSURANCE SERVICES FOUR EMBARCADERO CENTER,SUITE 1100 PHONE M6e. CALIFORNIA LICENSE NO.0437153 EMAIL SAN FRANCISCO,CA 94111 ADDRESS: INSUi AFFORDING COVERAGE NAIC# INSURERA: Chubb Indemnityn r n 12777 INSURED INSURER B: BLX GROUP,LLO 355 S.GRAND AVE„SUITE 2700 INSURER C; LOS ANGELES,CA 90017 wsURER D; INSURER E I ENSURER F t COVERAGES CERTIFICATE NUMBER: SEA-004085813-02 REVISION NUMBER: 4 THIS 1S 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 TYPE OF INSURANCE ADDLSUBR POLICYNUMBER PM1DD/OLICY EYY M POLICY MDDtYYYY LIMITS L COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE RENTE CLAIMS-MAOE OCCUR PREM SESOEa occurance $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑JECOf 171 LOC PRODUCTS-COMPIOP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $ Ee accident ANY AUTO BODILY INJURY(Per peaon) $ OWNED SCHEDULED BODILY SNJURY(Per accidenl) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Par e $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ A WORKERS COMPENSATION X 7175544 1011 10/0112025 X SEATUTE ERH AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE YIN NIA E,L.EACH ACCIDENT $ 11000,000 OFFICERIMEMBEREXCLUr N� (Mandatory In Ni E.L.DISEASE-EA EMPLOYEE $ 1,000,000 IF yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY L{MIT $ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Additlonal Remarke Schedule,maybe attached if more apace Is required) Evidence of Insurance Re: Arbitrage Rebate Compliance Services N-2021-037 City of Santa Ana,Its City Counsel,officers,officials,employees,agents and volunteers-Waiver of Subrogallon Is applicable where required bywritten contract and subject to policy terms and conditions with respect ID Workers'Compensation. APPROVED By To Tran Nguyen at 7:12 am,Apr 10,,20 5 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Allengom Rosie Perez THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza M17 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE d�. �KQcvtacrce$'Phvleea 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10--01-24 Policy No. 71756264 Endorsement No. Insured ORRICK, HERRINGTON & SUTCLIFFE LLP Premium$ Incl. Insurance Company Federal Insurance Company Countersigned By WC 00 03 13 (Ed.4-84) ®1983 National council on Compensation Insurance, Insured Copy Policy Number (25)7175-62-64 Federal Insurance Company Named Insured: ORRICK, HERRINGTON &SUTCLIFFE LLP Effective Date: 10/1/2024 12:01 A.M., Standard Time Agent Name: MARSH RISK& INSURANCE SERVICES Agent No, 009358100000 SCHEDULE OF NAMED INSURED(S) ITEM 1., NAMED INSURED, OF THE INFORMATION PAGE IS EXTENDED AS FOLLOWS: NAMED INSURED FEIN ORRICK, HERRINGTON & SUTCLIFFE LLP 94-2952627 BLX GROUP 51--0404065 WC 00 00 01.A(05/88) Ensured Copy /-��.��as CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYY W) 0410812025 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• Raquel lldefonzo FOUR EMBARCADERO CENTER,SUITE 1100 PHONE 415-743-800018475 AIC No): CALIFORNIA LICENSE NO.0437153 MAIL Ra uel.IldOfonzo@marsh,com SAN FRANCISCO,CA 94111 ADOREss: INSURERS AFFORDING COVERAGE NAIC# ON I 02368209-BLX4-E&O-24-25 INSURERA; XL Specialky Insurance Corr pany 37885 INSURED INSURER B: BLX GROUP LLC 356 S.GRAND AVENUE,SUITE 2700 INSURER C: LOS ANGELES,CA 90071 INSURER ID: INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER; SEA-003389194.22 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. ILTR NSR ADDLTYPE OF INSURANCE 1=SU D POLICY NUMBER POLICY Err MM DD FF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RETE CLAIMS-MADE 1:1OCCUR PREMISES Ea occur erce $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑PJ£CTRO LOC PRODUCTS-COMPIOP AGG $ OTHER: $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Eaaocldenl $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per nccldert) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY e acc e I L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION PER OTW AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRiETORIPARTNERIEXECUTIVE NIA El EACH ACCIDENT $ OF (Mandatary In NH) E.L.DISEASE-EA EMPLOYE $ IFyes,describe under ndescribeDESCRIPTION OF OPERATIONS below E,L,DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY ELU200133.24 11/2812024 IV28/2025 LIMIT OF LIABILITY; 2,000,000 INVESTMENT COMPANY RETENTION: 250.000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached It more space Is repulr,drqppROVED. REF:EVIDENCE OF PROFESSIONAL LIABILITY By Tu Tran Nguyen at 7.12 am,Apr 10 2025 IIIII Project:Arbitrage Rebate Compliance Services:N-2021-037 IIIII THIS IS A CLAIMS MADE POLICY.EXCEPT AS 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;ROSE PEREZ THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA,M17 ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA,CA 92701 AUTHORIZED REPRESENTATIVE ram'`' / p l OO 1988-2016 ACORD CORPORATION, All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Client#: 1545435 ORRICHER DATE(MM/DD/YYYY) ACORDT,, CERTIFICATE OF LIABILITY INSURANCE 1 6/02/2025 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(ies)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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Avonni McCreary USI Insurance Services, LLC PHONE 628 201-9001 FAX AIC,No,Ext: A/C,No): Lic#OG11911 E-MAIL ADDRESS: ry@ avonni.mccrea usi.com 575 Market Street, Suite 3750 INSURER(S)AFFORDING COVERAGE NAIC# San Francisco, CA 94105 INSURER A:Great Northern Insurance Company 20303 INSURED INSURER B:Federal Insurance Company 20281 BLX Group LLC INSURER C 355 South Grand Avenue, Suite 2700 INSURER D Los Angeles, CA 90071 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACTOR 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 NSR WVD POLICY NUMBER ADDLSUBR POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 35821151 6/01/2025 06/01/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES(E RENT ur°nce) $1,000,000 X Host Liquor Included MED EXP(Any one person) S10,000 X Ind.Contractors PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JRO- ECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 74996569 6/01/2025 06/01/202 COEaMBINED accidentS INGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY FX AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR 79820023 6/01/2025 06/01/2026 EACH OCCURRENCE $5 OOO 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED I X RETENTION$O $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ TM Tran DigT.it N9 by D.,1211111 APPROVED Nguyen]1mno By Tu Tran Nguyen at 11:03 am,Jun 10, 2025 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is r RE: Agreement N-2025-107,Agreement with BLX Group LLC for Provision of Arbitrage Rebate Compliance Services City of Santa Ana,officers, agents, employees, and volunteers are named as additional insured as relates to general liability and auto liability in accordance with the terms and condition of the policies.The general liability policy is primary and non-contributory when required by written contract. Certificate (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza,4th floor Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE " ©1588-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S49487713/M49478772 M LKZP DESCRIPTIONS (Continued from Page 1) holder is provided 30 day notice of cancellation and 10 days for non-payment in accordance with the terms and conditions of the policy. SAGITTA 25.3(2016/03) 2 of 2 #S49487713/M49478772 74996569 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business cr your personal Ths endorsement modifies the Business Auto Coverage Farm affairs. 1. EXTENDED CANCELLATION CONDITION Q Lessors as Insureds Paragraph A 2.b. —CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED —of COMMON POLICY CONDITIONS form L 0017 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following) b. 60 days before the effective date of cancellation it a The lessor of a covered'auto" while the we cancel for any other reason. "auto" is leased b you under a written 2. BROAD FORM INSURED agreement if. A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you b Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended is include: (2) The"auto," is leased without a driver. 1 Any legally incorporated subsidiary in which Such leased "auto" will be considered a you own more than 50% of the voting stock on covered "auW you own and not a covered the effective date of the Coverage Form 'auto" you hire However, the Narned Insured does rxat include However, the lesser is an "insured' only any subsidiary that is an "insured°' under any for"bodily injury' or'property damage" other automobile policy or would be an resulting from the acts or omissions by 'insured" under such apolicy but far it$ 1. You; termination or the exhaustion of its Linn of 27 Any of your`ernployeW or agents; Insurance or 2. Any organization that is acquired or farmed by 3, Any person, except the lessor or you and over which you maintain majority any 'employee" or agent of the ownership. However, the Named Insured lesser, operating an"auto with the does not include any newly formed or acquired permission of any of 1 and/or 2 organization, above. (a) That a an 'Insured' under any other CIS Persons And Organizations As Insureds automobile policy, Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A —WHO IS AN INSURED—of under any other poky; or SECTION Il --LIABILITY COVERAGE is (c) 184 days or more after 1 acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operaWrt maintenance or use of a formation covered "auto% proms ded that you and Coverage does not apply iD"bodily injury" or such person or organization have agreed property damage" that results from an 'accident" under an e)pvss provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organ zation written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A 1,—WHO IS AN INSURED—oaf such person or organization io,this poll cy SECTION N —LIABILITY COVERAGE is amended to as an"insured", add the following: However, such person or orgmzation a d Any"employee"of yours while using a an"insured" only: covered "auto' you dorrt own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 'Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) w,1h respect to the operation, d Rental Expertise maintenance or use of a covered We will pat,„the following expenses that you cr auto and any of your"employees* are legally obligated (2) for 'bodily injury" or'property damage" b pay because of a written contract or caused by an"accident'which takes agreement entered into for use of a rental place after, vehicle in the conduct of your business. (a) You executed the 'insured MAXIMUM VIBE WILL PAY FOR ANY ONE contract'or written agreement; or CONTRACT OR AGREEMENT: (b) The pemtt has been issued to 1. $2,500 for loss of income incurred by the you` rental agency during the period of time that 3 FELLOW EMPLOYEE COVERAGE vehicle is taut of use because of actual EXCLUSION B.S.-FELLOW EMPLOYEE—of damage to, or"loss' of, that vetr.cla, including SECTION A —LIABILITY COVERAGE does not apply income lost due to absence of that vehicle for 4 PHYSICAL DAMAGE—ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE use as a replacement: Paragraph A 4.a. —TRANSPORTATION EXPENSES 2 $2,5€0 for decrease in trade-in value of the —of SECTION III— PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended b provide a limit of$btl per that vehicle arising out of a covered 'loss"; and day for temporary trarrsportaftn expense, subject to a S $Z500 for administrative expenses incurred maximum halt cat$1,000. by the rental agency, as staters in the contract E. AUTO LOANILEASE GAP COVERAGE or agreement. Paragraph A 4,—COVERAGE EXTENSIONS -of 4, $7,501 maximum total amount for paragraphs SECTION III— PHYSICAL DAMAGE COVERAGE is 1., 2. and S. combined. amended to add the following 7. EXTRA EXPENSE—BROADENED COVERAGE c, Unpaid Loan or Lease Amounts Paragraph A.4 —COVERAGE EXTENSIONS—+of In the event cat a total "loss"to a covered "auto", %e will SECTION If—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended b add the following cored"auto' minus- a Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered auto' to-you. 2 Any AIRBAG COVERAGE a Overdue loan/lease payments at the time of Paragraph 8..3,aa. -EXCLUSIONS —of SECTION the "lass"„ III—PHYSICAL DAMAGE COVERAGE does rant 4 Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically o Security deposits not returned by the lessor: designed to provide this coverage d Costs for extended warranties. Credit life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT -BROADENED COVERAGE Insurance purchased with the loan cr lease, Paragraph Cr 1 b, —LIMIT OF INSURANCE -of and SECTION III- PHYSICAL DAMAGE is deleted e le -over balances from prey ous loans or and replaced Wth the following - b. $2.000 is the most we will pay for'lass" in any We will pay for any unpaid amount due on the loan cr one..accident.,to all electronic equipment that tree °'f caused by: reproduces� receives or transmits audio, visual T Other than Collision Coverage only if the or date signals which, at the time of 'loW', is De:claratiom indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for arty covered `auto'; covered "auto" in a housing; opening or 2 Specified Causes cf Loss Coverage only if the other locafon that is not nominally used by Declarations indicate that Specified Causes cat Loss Coverage is provided for any covered'auto', the ' manufacturer for the i.ns#atlation or (2) such ch equipment, Chi lion Coverage only if the Deolara ors irx rcate (2) Removable from a permanently installed that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto„ 2.a. above or is an integral part of that & RENTAL AGENCY EXPENSE equipment; or Paragraph A, 4. —COVERAGE EXTENSIONS--of (3) An integral part cf such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended b add the folowingr 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 oif 3 "Includes copyrighted material of Insurance Services Offim Inc.. with permission" Under Paragraph L, -DEDUCTIBLE—of their rights of recovery against such parson or SECTION NI —PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added; that is entered into before such loss". No deductible applies to glass damage if the glass To the extent that the"insured's' rights to is repaired rather than replaced recover damages for all or part cf any 11. TiMQ OR MORE DEDUCTIBLES payment matte under this insurance has not Paragraph D- DEDUCTIBLE—of SECTION III— been we ved those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person cr organization must do add the following; everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"acc dent" or"bass" 1c Form or policy issued to you by us that is not an impair them At our request, the insured will automobile policy or Coverage Farm applies to the brim suit or transfer those rights to us and sauce"ardent, the following apples: help us enforce them. 1. 1 the deductible under this Business Auto Coverage Form is the smaller (or smallest) 14 UNINTENTIONAL FAILURE TO DISCLOSE deductible, A will be waived; or HAZARDS 2 If the deductible under this business Auto Paragraph B.2.—CONCEALMENT, Coverage Form is not the smaller (or smallest) MISREPRESENTATION or FRAUD cf SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTOS CONDITIONS -is deleted the smaller(or smallest) deductible. and replaced with the following; 9 you unintentionalty fal b disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM,SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2 a. -DUTIES IN THE EVENT OF becam of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS cf SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B 5 -OTHER INSURANCE of a Inthe event of`accident' claim, suit' or SECTION IV—BUSINESS AUTO) CONDITIONS - 'koss', you must promptly notify us when the s amended b add the following, 'accident" is known to: a Any"auto' hired or rented by your`employee" (1) You or your authorized representative, if an your behalf and at your direction will be you are an individual; considered an "auto"you lira tan (2) A partner, Cr any authorized 'employee's"personal insurance also applies representative, if you are a partnership. on an excess basis to a covered "auto" hired (3) A n-*m aer, I you are a Im±ted liability or rented by your"employee'on yot r behalf company. or and at your direction, this insurance will be (4) An executive officer, linsumnoe manager, primary to the'eVoyee's"personal or Whorized represeritalive. 1 you are an insuranrce. organization other than a partnership or 16 HIRED AUTO)—COVERAGE TERRITORY firri_ted liabil[.#y company. Paragraph B.7.b(5): -POLICY PERIOD, Knowledge of an 'accident', claim, °suif' or COVERAGE TERRITORY Hof SECTION IV— 'Ioss' by other persons does not imply that the BUSINESS AUTO} CONDITIONS is deleted and persons Wed above have such knowledge. replaced with the following. Notice to us shoed include: (5)A covered "auto'of the private passenger (1) How, when and where the'accident" or type is leased, hired, rented or borrowed "loss`occurred:; without a driver for a period of 45 days or (2) The"insured's" name and address; and less; and (3) To the extent possible, the names and 17.. RESULTANT MENTAL ANGUISH COVERAGE addresses cf any injured persons or Paragraph C of-SECTION V—DEFINITIONS is ses wittnes . 13. WAIVER OF sesRQGATI4N deleted and replaced by the following Paragraph A.5 -TRANSFER OF RIGHTS OF 'Bodily injury*means btrdly injury* sickness or RECOVERY AGAINST OTHERS TO LIS of disease sustained by any person, incciuding SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury" sustained by that person 5. We will waive the right of recovery we would otherwise have egairo another person or organization fcr' " to which this insurance applies, provided the"insured' has waived Fom-c 1 -02-02 2 (Rev. 11-16) Page 303 "Includes copyrighted material of Insurance Services Office, Inc, with its permission„ C H U B B® Liability Insurance Endorsement Policy Period JUNE 1, 2025 TO JUNE 1, 2026 Effective Date JUNE 1, 2025 Policy Number 3582-11-51 PLE Insured ORRICK,HERRINGTON&SUTCLIFFE LLP Name of Co►rgpany GREAT NORTHERN INSURANCE COMPANY Date Issued JUNE 1, 2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule am insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organizationto be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organizationis an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applic ablethereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Adaffonal Insured-Schedufed Person Or Organfzation continued Farm 80-02-2387(Rev.5-07) Endorsement Page 1 CHUBB" LIANIfy Endorsement (continued) Under Conditions,the following provision is added to the condition titled0ther Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contractor agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance availableto such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WHU SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terns and conditions remain unchanged. Authorized Representative Liability Insurance Additional Ina red-Scheduled Persar Or Organization last page Form 80-02-2387(Rev.5-07) Endorsement Pago 2 Liability Insurance Endorsement Policy Number 3582-1 I-51 PLE Insured ORRICK,HERRINGTON&SUTCLiFFE LLP Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: Under Conditions,Transfer Or Waiver Of Rights Of Recovery Against Others,the following provision is added: Conditions Transfer Or Waiver Of However,we waive any right of recovery we may have against the designated person or organization Rights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing Against Others operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH St1CH INSURANCE AS 1S AFFORDED BY THIS POLICY. Liability Insurance CondWn-Waiver Of Transfer Of Rights Of Recovery continued Form 80-02-2362(Rev.4-01) Endorsement Page 1 C H U S B' Policy Conditions Endorsement Policy Period Policy Number 3592-11-51 PLE Insured ORRICK.HERRINGTON&SUTCLIFFE LLP Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS The Named Insured is amended to include the following: Named Insured ORRICK.HERRINGTON&SUTCLIFIE�LLP BLX GROUP,LLC Policy conaffone Named Insured continued Farm 80-02-9301(Ed.2-98) Endorsement Page 1 This page has been left blank intentionally.