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HomeMy WebLinkAboutBLX GROUP LLC.N-2021-037 AGREEMENT WITH BLX O_%'1�AU)(12°ycRRevez)FA ARBITRAGE REBA THIS AGREEMENT is made and entered into this 23rd day of February, 2021, by and between BLX Group LLC, a limited liability company ("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 relating to arbitrage rebate requirements. B. Consultant represents that Consultant is able and willing to provide such services to the City and has provided all arbitrage rebate compliance services in regards to the financing bonds that are the subject of this Agreement. 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 those services as set forth in Exhibit A to this Agreement. 2. DELIVERY OF WORK PRODUCT — OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's services, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $39,000 during the term of this Agreement. 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 Page 1 of 7 standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall be for a three (3) year term, commencing on the date first written above and terminating on February 14, 2024, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended for up to one year upon a writing executed by the City Manager and the City Attorney. 5. 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. 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: 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 Page 2 of 7 Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: 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: I. 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. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. 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 paid 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 Page 3 of 7 representation in any legal proceeding 8. 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 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. 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. 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. 11. 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) Page 4 of 7 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: To Consultant: Executive Director of Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-5414 BLX Group 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017-5856 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 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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. 13. 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 Page 5 of 7 any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. 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: As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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. NONDISCRIMINATION 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. 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. 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. Page 6 of 7 N-2021-037 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below 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. ATTEST: ISY GOMEZ erk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: mG- %.. John'Funk Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: k�rr. .... Kathryn Downs )M.r 1, 202108:09 PST) Kathryn Downs, CPA Executive Director, Finance and Management Services Agency CITY OF SANTA ANA r KRISTINE DGl9!t7— City Manager CONSULTANT BLX GROUP Mar 1,2021 By: Title: Page 7 of 7 Exhibit A BLx BI.X Group LLC 777 South Figueroa St, Ste 3200 Los Angeles, CA 90017-5855 Ph 213 612 2200 Fx 213 612 2499 Wgroup.corn February 23, 2021 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: Arbitrage Rebate Compliance Services Ladies and Gentlemen: . 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 legal advice described below. The calculations are to be performed with respect to the bond issue(s) listed on Exhibit A hereto and additional debt issuances during the term of this Agreement (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(f)(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. BL LX1 rO City SantaAna � Februarary 23, 202/ 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 information 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 D. Kummer Managing Director BLX© EXHIBIT A BONDS TO BE ENGAGED Issue Description 1. $107,399,438.50 1 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A Issue date: 03/01/1994 2. $45,060,000.00' Santa Ana Financing Authority $8,025,000 3.75 14-Year Maturity Lease $37,035,000 3.32% 10-Year Maturity Lease Issue date: 06/01/2014 3. $15,690,000.00 Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 Issue date: 08/07/2014 4. $1,585,000.00' City of Santa Ana Assessment District No. 2015-01 (Warner Industrial Community) Limited Obligation Improvement Bonds Issue date: 07/27/2016 5. $44,650,000 City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 Issue date: 12/10/2019 ' Previously engaged. City of Santa Ana February 23, 2021 BLX© City arSantaAna February 23, 2021 EXHIBIT B ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE 2 BASE FEE Service Fee Engagement Fee (one-time fee, per issue) waived Report Fee (per report) $2,250 ADDITIONAL FEES (per report, as appropriate) Service Fee Variable Rate Issue +$500 - $1,000 Transferred Proceeds Analysis +$500 - $1,500 Commingled Funds Analysis +$500 - $1,500 Yield Restriction Analysis +$500 - $2,500 Cash Flow Recreation/Incomplete Records +$500 - $1,500 Derivative Products Analysis Surcharge +$0-$1,000 Final or 5' Year Report +$500 Computation Periods in Excess of 12 Months +$500 (per additional year or fraction thereof) OPTIONAL SERVICES Evaluating various elections and applications To be negotiated separately *** BLX's fee schedule would apply to future bond issuances not specified on Exhibit A. *** 'Analysis is provided in PDF Format via E-Mail. 4123-6359-8891.1 2021 Feb 23 BLX Group - Arbitrage Rebate Compliance Services (2021) (CAO signed) (107875 4) Final Audit Report Created: 2021-03-01 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAARbEtzHDug-gAdACe1cp5eOaVowUeUFee 2021-03-01 "2021 Feb 23 BLX Group - Arbitrage Rebate Compliance Servic es (2021) (CAO signed)(107875 4)° History Document created by Kristin Andrade (kandrade@santa-ana.org) 2021-03-01-4:01:26 PM GMT- IP address: 98.153.69.210 t * Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2021-03-01 - 4:01:55 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2021-03-01 - 4:09:04 PM GMT- IP address: 184.181.108.147 00 Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2021-03-01 - 4:09:22 PM GMT - Time Source: server- IP address: 184.181.108.147 ® Agreement completed. 2021-03-01-4:09:22 PM GMT Adobe Sign Client#: 1646435 �F Dlgllal1111gneJol.nalneR. ORRICHER rancine R. Villareal vllla,eal Date! 202102.2516s8 m 06'ee' ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 2116/2021 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marifi Bautista US] Insurance Services, LLC 2201.9054 201 Mission St 11th FI AHO No Ezt ; AIC, No noDalEss: marifi.bautista@usi.com San Francisco, CA 94105 628 201-9001 INSURER(3)AFFORDING COVERAGE NAICq INSURER A: Great Northern Insurance Company 20303 INSURED BLX Group, LLC INSURER B : Federal Insurance Company 20281 INSURER C: 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 INSURER D: INSURER E: INSURER F: COVERAGES CEKIIFICATE 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. LTR TYPE OF INSURANCE ADDLSUB INSR WVD POLICYNUMBER POLICY EFF MMIDDIYYYY) POLICY EXP (NIWDDNYYYl LIMITS A X' COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 36821161 6101/202006/01/2021EEAACCHq�OECTCURRRENCE $1000000 PREMISES E -Ic ,rence $1,000 QQQ X MED EXP (Any one person) $10000 Host Liquor Included Ind. Contractors PERSONAL &ADV INJURY $1 000,000 X AGGREGATE LI MIT APPLIES P ER: POLICY ❑ JECOT LOD GENERAL AGGREGATE $2,000,000 GEN'L X PRODUCTS - COMP/CPAGO $incl Gen Ag OTHER: $ B AUTOMOBILE LIABILITY 7499666E 6/01/2020 06/01/2021 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per parson) $ ANY AUTO X OWNED SCHEULED AUTOS ONLY ACT ATED NLV X NON -OWNED AUTOS ONLY BODILY INJURY(Pef accident) $ PROPERTYDAMAGE Per accldont $ B X UMBRELLA LIAR X OCCUR 79820023 6/01/2020 06/01/2021 EACH OCCURRENCE $5, 000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $6,000 OOO DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOWPARTNERIEXECUTIVE YIN CFFICERIMEMBER EXCLUDED? NIA PER OTH- 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 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) 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 holder is provided 30 day notice of cancellation and 10 days for non-payment in accordance with the terms and conditions of the policy. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @'1908-2016 ACORD C ACORD 26 (2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD #S31171932/M30483311 ,.� Risk Mongement Divislon +73, i REVIEWED&APPROVED BY: I Rek Management Analyst •,4ai�>ui'.£#}".'a Ha{y h#.y.�LYv,:A', fir; '::° 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 This endorsement modifies the Business Auto Coverage Form, 1. EXTENDED CANCELLATION CONDITION Paragraph A.2,b. — CANCELLATION " of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation it we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally Incorporated subsidiary in which you own more than 60% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that Is an "insured" under any other automobile policy or would be an "Insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that Is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted Its Limit of Insurance under any other policy; or (c)180days or more after its acquisition or formation by you, unlessyou have given us written notice of the acquisition or formation, Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. EmploYees as insureds Paragraph A,1. — WHO IS AN INSURED - of SECTION 11— LIABILITY COVERAGE is amended to add the following, d, Any'amployee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as insureds Paragraph A.I. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: a. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire, However, the lessor is an "insured" only far "bodily Injury" or"property damage" resulting from the acts or omissions by; 1. You; 2. Any of your "employees" or agents; or 3, Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2, above. D. Persons And Organizations As insureds Under Written Insured Contract Paragraph A:1 — WHO IS AN INSURED — of SECTION 11— LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "Insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured", However, such person or organization is an "insured" only: Form; 16-02-0292 (Rev. 11-16) Page 1 "Includes copyrighted material of Insurance Services Office, Inc, with Its permi lUekMm"g�m EDI*bn M"� RenE+rrEo&MpawEn Bv: 1 rl.N "w Z V;14" Ruk Management Analpt 74996569 (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily Injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been Issued to YOU. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. - FELLOW EMPLOYEE-- of SECTION II — LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4,a. — TRANSPORTATION EXPENSES — of SECTION III PHYSICAL DAMAGE COVERAGE Is amended to provide a limit of $60 per day for temporary transportation expense, subject to a maximum limit of $1,000. 6. AUTO LOANILEASE GAP COVERAGE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION IiI — PHYSICAL DAMAGE COVERAGE is amended to add the following: a, Unpaid Loan or Lease Amounts In the event of a total "lass" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "'auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loanilease payments at the time of the "loss% b, Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c, Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the ban or lease; and a. Carry-over balances from previous loans or leases, We will pay for any unpaid amount due on the loan or lease If caused by: 1. Other then Collision Coverage only 0 the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only If the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto or 3. Collision Coverage only if the Declarations indicate that Collision Coverage Is provided for any covered "auto. B. RENTAL AGENCY EXPENSE Paragraph A; 4. — COVERAGE EXTENSIONS— of SECTION III PHYSICAL DAMAGE COVERAGE Is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered Into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle Is out of use because of actual damage to, or "loss" of, that vehicle, including Income lost due to absence of that vehicle for use as a replacement; 2. $2600 for decrease in trade -In value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement, 4. $7,600 maximum total amount for paragraphs 1., 2. and 3, combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph AA,— COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you, 8. AIRBAG COVERAGE Paragraph 6.3,a. - EXCLUSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage Is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT —BROADENED COVERAGE Paragraph CA,b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces; receives or transmits audio, visual or date signals which, at the time of "loss", Is: (1) Permanently Installed in or upon the covered "auto" In a housing, opening or other location that is not normally used by the "auto" manufacturer for the Installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2. a, above or Is an Integral part of that equipment; or (3) An integral part of such equipment. t0, GLASS REPAIR —WAIVER OF DEDUCTIBLE Form:16-02-0292 (Rev, 11-16) page "Includes copyrighted material of Insurance Services Office, Inc, with its pern ma $''' qy R EEWWED&A PRONVma `�t `F, Fa��c , e f VxtP.d' ` Risk Management Analyst 74996569 Under Paragraph D. " DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11, TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, It will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12, AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. lathe event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an Individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, If you are a limited liability company; or (4) An executive officer, Insurance manager, or authorized representative, If you are an organization other than a partnership or limited liability company, Knowledge of an "accident', claim, 'suit' or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "Insured's" name and address; and (3) To the extent possible, the names and addresses of any Injured persons or witnesses. 13, WAIVER OF SUBROGATION Paragraph A.$, - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV BUSINESS AUTO CONDITIONS Is deleted and replaced with the following: 5. We will waive the right of recovery we would. otherwise have against another person or organization for "loss" to which this Insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss", To the extent that the "Insured's" rights to recover damages for all or part of any payment made under this Insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to Impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 8,2, — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 16. AUTOS RENTED BY EMPLOYEES Paragraph B4.OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - Is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal Insurance. 16. HIRED AUTO— COVERAGE TERRITORY Paragraph 8.7.b.(6). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS Is deleted and replaced with the following: (5) A covered ".auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17, RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of " SECTION V — DEFINITIONS Is deleted and replaced by the following: "Bodily Injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page "Includes copyrighted material of Insurance Services Office, Inc, with its porn ReekMw%1m ntDlvlsW o % REVIEWED &APPROVED BY. ��—�' Risk Management Analyst Liability Insurance Endorsement Policy Number Insured Name ofCompany This Endorsement applies to the following forms; Who Is An insured 3582-11.51 PLE ORRICK. HERRINGTON & SUTCLIFFE LLP GREAT NORTHERN INSURANCE COMPANY Under who Is An Insured, the following provision is added, Additional Insured - Persons or organizations shown in the Schedule are 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 h=red 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 is part, before the execution of the contract or agroement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance appue& 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). .„ 1tleleManegemmrn LfablWy lnsurance AddlNonel Insured- Scheduled Pereon Or Organizadon i x REVIEWED&APPRC Form 80-02-2067(Rev. "7) Endoreement I Fnks r. " P, va Nh kManagementAnalyst 35821151 Who Is An Insured Additional Insured - Scheduled Person Or Organization (continuod) Condidons 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 contractor agreement. Under Conditions, the following provision is added to the condition titled Other Insurance. Other Insurance — If you are obligatc LIXInsuaat to a contract or 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 avallabie to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Y LlaWflyImurence AddRlona1lnsured-5chedutedPersonOroWnkaon Form 80-02-2se7(Rev. 5-07) Endorsement RkkMAMegenan}DWlm 4 REVIEWED&APPROVED BY: Risk Management Analyst Liability Insurance Endorsement Policy Number Insured Name of Company This Endorsement applies to the following forms: 3582-11.51 PLE ORRICK, HERRINGTON & SUTCLIFFE LLP GREAT NORTHERN INSURANCE COMPANY Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following provision is added: Cond1dons 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 SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. LlablNlylnaurance Candidon- Waiver OfTromforOfRighigOfRoomey Form 80.02.2362 (Rev. +01) Endoraement k mRWE RnagemROVIM ' GREVIEWED &pAPPROV@BY: I"AkNf+�rhE K. V Risk Management Analyst ALA i CERTIFICATE OF LIABILITY INSURANCE D02I912021 Dnvrv) 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 pollcy(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 FOUR EMBARCADERO CENTER, SUITE 1100 CALIFORNIA LICENSE NO.0437163 SAN FRANCISCO, CA 94111 CONTACT NAME: PHONE FAX nNo : EMAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Chubb Indemintrit Insurance Cc 12777 INSURED BLX GROUP, LLC INSURER B : INSURER C : 777 SOUTH FIGUEROA STREET, SUITE 3200 LOS ANGELES. CA 90017 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: SEA-003706271-01 REVISION NUMBER: 1 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. IN TYSR PETYPE OF INSURANCE ADDLSUBR Man WVn POLICYNUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDDITYYYI LIMITS COMMERCIAL GENERALLIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TOR RENTED PREMISES Ea occurrence $ GEN'L MED EXP (Any one parson) $ PERSONAL &ADV INJURY $ AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- JECT LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGO $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Par person) $ BODILY INJURY ) (Per accident $ PROPERTY DAMAGE peraork a $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION ANDEMPLOVERS'LIABILITY YIN ANYPROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBEREXCLUDEDT F_N] (Mandatory In NH) If Yes, descrlb. under DESCRIPTION OF OPERATIONS below NIA 71766264 1010112020 1010112021 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E, L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more apace isrequlred) Evidence of Insurance. City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, 4th floor ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk a Insurance Services lUa& MmvgtlnenE DlWelan Jeffrey Perkins 8�' �, REVIEWED&MPROVID BY: 01988.2016ACORDC I =jJnhaNii-1+a ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD -j Risk Management Analyst