HomeMy WebLinkAboutBLX GROUP, LLC FKA BOND LOGISTIX, LLC 5 -2010INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES N-20'10-094
' GAG = 02 -/- ii
CLERK OF COUNCIL
DATE: S?p, 1 5 2??a
? : ? M S 1 AGREEMENT FOR PROVISION OF
Qi'ph TA ARBITRAGE REBATE COMPLIANCE SERVICES
THIS AGREEMENT, made and entered into this 5`h day of August, 2010 by and between BLX
Group LLC, a limited liability company (hereinafter "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 (hereinafter "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 fmancing 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:
SCOPE OF SERVICES
Consultant shall perform those services as set forth in Consultant's Proposal Letter dated August
3, 201 O, attached hereto as Exhibit 1 and incorporated by this reference.
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 contribution to the Project, 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 1-B. The total sum to be expended under this Agreement shall not
exceed $20,000.00, per fiscal year, during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Payment need not be made for work
which fails to meet the standards of performance set forth in the Recitals which may reasonably be
expected by City.
4. TERM
This Agreement-shall commence on the date first written above and terminate on June 30, 2012,
unless terminated earlier in accordance with Section 13, below. In order to provide continuous
uninterrupted service to City by Consultant, this Agreement shall include arbitrage rebate services
provided during the 2009-201 O fiscal year.
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:
a. Due to the nature of services provided, Commercial General Liability Insurance is not
required.
b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the
Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work
under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with
limits not less than $1,000,000 per accident.
c. Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim, and $2,000,000 in the aggregate.
d. The following requirements apply to insurance to be provided by Consultant pursuant to this
section:
(i) Consultant shall maintain all insurance required above 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 in form by the City Attorney.
(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.
2
e. 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 effect 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.
7. 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 health, and claims for property damage, which may arise from the negligence,
recklessness or willful misconduct 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 negligence, recklessness or willful misconduct of Consultant
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 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.
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. 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.
10. 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 facsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
facsimile (714) 647-6956
With courtesy copies to:
Executive Director of Finance and Management Services
City of Santa Ana
20 Civic Center Plaza (M-176)
P.O. Box 1988
Santa Ana, California 92702
facsimile (714) 647-5414
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
facsimile (714) 647-6515
To Consultant: BLX Group
777 South Figueroa Street, Suite 3200
Los Angeles, California
Facsimile (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
facsimile, 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.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event
of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or conditions
of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Consultant nor 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.
4
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
13. 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 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. However, any use of unfinished work product shall be at City's sole risk.
b. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations.
15. J CII2ISDICTION -VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of California.
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.
16. 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 her inability to
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
b. Captions and headings in this Agreement, including the title of this Agreement, are for
convenience only and are not to be considered in construing this Agreement.
c. 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:
`- ? ?->?
MARIA D. HL`IZAR
Clerk of the Council
CITY OF SANTA ANA
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
La ra Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
FRANCISCO GUTIERREZ
Executive Director - FMSA
BLX GROUP
NANCY KU R
Managing Dir for
6
SLR
ADVISORS - ASSET MANAC:EN-. 1 - BOND L 19ML
777 south Figueroa St
s"ue szoo August 3, 2010
Los Angeles, CA 90017
PHONE 213 612 22?
EAk z13 blz z4se City of Santa Ana -
www.blmgroup-com 20 Civic Center Plaza M25 - 6th Floor
P.O. Box 1988
Santa Ana, CA 92701
Re: Arbitrage Rebate Compliance Services
Ladies and Gentlemen:
This letter is to confirm the engagement of BLX Group LLC ("BLX"), formerly Bond Logistix LLC, by
the City of Santa Ana ("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
(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,
scs c Herrington & Sutcliffe LLP ("Orrick"). Accordingly, the Obligor is retaining BLX for the purpose of
obtaining legal advice from Orrick in the form of the legal opinion. BLX will engage Orrick to provide
>A.c.as legal oversight and review as it deems necessary to render its opinion that the computations shown in the
report were performed in accordance with applicable federal law and regulations. Because BLX is an
Orrick subsidiary, you may choose to consult counsel other than Orrick about the terms of this
engagement.
L°.3s .'..?Fa?ELt3
The Obligor undertakes to provide or cause to be provided to BLX all such relevant data (the "Data"), as
specified by BLX from time to time, and shall cooperate with all reasonable requests of BLX in
connection therewith. BLX is authorized hereby to obtain Data held by a Trust Bank (the "Trustee")
concerning funds and accounts established with regard to the bond issue(s) of the Obligor listed on
ICJRT._a;aa Exhibit A hereto. If available, BLX is authorized to obtain access to view and download said Data from
any "online" or "internet based" system or application maintained by the Trustee for such purposes. If
SAN rA.ANCaco such systems or applications are not maintained by the Trustee BLX is authorized to request the Data
from the Trustee in a format useful to BLX, and otherwise available to the Trustee. The Obligor also
TAMi A agrees to inform BLX of any actual or planned early redemption of the Bonds at its earliest opportunity.
EXHIBIT 1
SLR
City of Santa Ana
August 3, 2010
Page 3
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. Engagement Fees are
due upon each engagement and 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
Managing Director
Accepted:
CITY OF SANTA ANA
sy:
Print Name:
Title:
Date:
E-mail Address:
S LX<J
EXHIBIT A
Description
1. $107,399,438.50
Santa Ana Financing Authority
Police Administration and 1-Iolding facility
Lease Revenue Refunding Bonds
Series 1994A
2. $20,110,000
Santa Ana Financing Authority
Water Revenue Refunding Bonds
Series 2004
3. $38,845,000
Santa Ana Financing Authority
Police Administration and Holding facility
Lease Revenue Refunding Bonds
Series 2004A
4. $68,010,000
City of Santa Ana
Gas Tax Revenue Certificates of Participation
(2007 Local Street Improvement Project)
SLX
t rvt4x F i.?+x
EXHIBIT B
ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE
BASE FEE
Service
Engagement Fee (one-time fee, per issue)
Report Fee (per report)
OPTIONAL SERVICES
Fee
WAIVED
$2,250
Evaluating various elections and applications To be negotiated separately
SLXU
EXHIBIT C
ARBITRAGE REBATE COMPLIANCE SERVICES -TRUSTEE INFORMATION
Name of Trustee:
Trustee Contact:
Trustee Phone:
Trust Account Number:
zeo9eata6.t
CERTIFICATE OF INSURANCE
acU;?o® 2?s?2olo
PR.TI'L c GF: ]'HIS CERTIFICATE. I5 ISSUED AS A MATTER OF INFORMATION ONLY AND
N'\• el is Fargo Insurance SerVlCes LISA, Inc. CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 'J-His CERTIFICATE
DOES NOT AMEND. EXTEND OR ALTER OTHER COVERAGE AFFORDED BY THE
POLICIES BELOW.
j S S Fremont Street, Suite 800
COMPANIES AFFORDING COVERAGE
j 6tu1 Francisco CA 94105 COMPANY
CA D
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License #0008408 COMPAN
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Federal Insurance Com
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1 `JSUL'.I[D' COMPANY
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LLC LETTERC
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j -, i SOUth Figueroa Street, Ste. 3200 CON PANY
LGrrER D
Lcs Angeles, CA 90017 COMPANY
LETTER F.
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COVERAGES AND LIMITS
1111K IS 1o ci'RrIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
F.-O'11V I 1 161,\ V DING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTR ACT OR OTHER DOCU MEN 'r W TTH RESPFC-1' TO IYHrCH THIS CVR71FIr ATR 41AY RF, I.-Fn r1 I M-
PERTAIN. 'I'I -IEIN5URANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 SUBJECT TO ALL THE TERMS
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES
LIMITS SHOWN
MAl" 11 \\--L nEEN REDUCED BY PAID CLAIMS. ,
.
C t). 'TYPE OF INSURANCE POLICY NUMBER POLICY EFF. POLICY EXP. DESCRIPFION LIMITS
DATE DATE
-:NF:IbV_ LI.ABILIIY GENERAL AGGREGATE
$ 2,000,000
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COXI K I. GENERAL LIAR. 35582_11-51 02/01/10 02/01/11 PROD-COMP/OPAGG. $ Subject to the
General
_ Aggregate
(l_A 1\15 MADE PF.RS& ADV. INJURY $ 1,0oO,000
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? EACH OCCURRENCE $ 1,000,000
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'N F.It'S e4 CONTRACT'S PROT FIRE DAMAGE (One Fire) 5 1,OIw,000
?_ ] - - - ------- MEDICAL EXPENSE (One Per) $ 10,000
AtH ON1OBILE LIABILITY
C? ANYAU'rO 7499-6569 02/01/10 02/01/11 COMBINEDSINGLELIMIT 5 11000,000
13 -? A 1.1. L111 NED AUTOS BODILY INJURY (Per Person) 5
U b(_I TIP DU LEIJ AUTOS BODILY INJURY (Per Arriden) 5
1-1 I NIZED AUTOS
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-- EACH OCCURRENCE $ 5,000,000
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?l 1; ?IItRI(1. L:\FO IiM 7982-002.3 02/01/10 02/01/11 AGGREGATE $ 51000,000
--- TI111H "THAN UMBRELLA FORM
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1\' ORKEILS'COMPENSATION STATUTORY LTMITS"' '
AND 1I'il R0 VE?.J, AS I 1M EACH ACCIDENT -?
f\I1'LOYL'R'S LIABILITY
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DISEASE- POLICY LIMIT J
,
DISEASE - EACH EMPLOYEE
131SC R I PT 10 N O F OPERATIONS/LOCATIONS/VEHICL /SPE IAL ITEMS: --
'll:c City, its oJlicers, agents- volunteers and employees are na med as Additional Insured. ,- - '?
':A\AF AND ADDRESSOF CERTIFICATE HOLDER: CANCELLA'T'ION:
SHOULD ANY OF THE. ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION
DATE THEREOF, THE. ISSUING COMPANY WILL ENDEAVOR TO MAIL. 30 [JAYS WRITTEN
City of Santa Ana, Finance and Management NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE -PO MAIL SUCH
C'1-1'ICes A
enc NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,
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y ITS AGENTS OR REPRESENTATIVES.
20 Civic Center Plaza M17
P.O.
A r1na, C
CA 92701
%'.Ltn: Francisco Gutierrez .5 j
A-rd 25-S (7/97) ACORD CORPORATION 1988
IMPORTANT
It'the certilicate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on
f h+s certificate does not confer the rights to the certificate holder in lieu of such endorsement (s).
I I? SiJ i3120GATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
t•equii c an endorsement. A statement on this certiticate does not confer rights to the certificate holder in lieu
.,1'scch endorsement (s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing
in-surer (s), authorized representative or producer, and the certificate holder, nor does it affirmatively or
neLzativcly amend, extend or alter the coverage afforded by the policies listed thereon.
CITY ATTORNEY'S OFFICE
M 29
CHECKLIST FOR AMENDMENTS TO STANDARD CO1??TLS?A?' ?J??lt?a'IENT
FOR AMENDMENTS, YOU MUST SUBMIT THE FOLLOWI ?, H, THIS!?,FIII'4?'?LIST:
1. A COPY OF THE ORIGINAL AGREEMENT; ?? '- t^' UP;lC ? L
2. ANY OTHER AMENDMENTS TO THE AGREEMENT; AND
3. COPY OF THE RFCA FOR THE AMENDMENT, IF APPLICABLE.
The following items should be provided in requesting preparation of an amendment:
CONSULTANT /CONTRACTOR 13LX Group
PROJECT MANAGER, MAIL STATION and EXT Bich Ta, M-]7, ext 5434
• CITY AGENCY Finance - Accounting
COMMENCEMENT DATE OF SERVICE OR CITY COUNCIL APPROVAL DATE
(This date must be PRIOR to the expiration date of the original agreement and/or amendment.)
February 27, 2008
AGREEMENT NUMBER OF THE ORIGINAL AGREEMENT AND/OR ALLAMENDMENTS
AND DATE:
r- --i _ _.
• WHAT ITEMS WOULD YOU LIKE AMENDED: - _ ??
--...,,
r +-? .
. -v
1.Termination Date extended to June 30. 2012 S'- ., W
2. Addition deletion of scope of work (Attach revised Exhibit B, if applicable): ; .;
- -_
3. Amount of Compensation to mow:'` ?? ? t,.y i
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4. Other: ?? ?,
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• INSURANCE: Consultant will be required to update/renew all applicable insurance to cover the
extension term of the amendment. ?
?j?r^ J/?£ 5 ??/ ?2.7f ? ? Cry c-/c E
• SIGNATORIES: In general, the only signatures required for an amendment for time extension
only will be the Executive Director and the City Attorney.
• ADDITIONAL REMARKS:
Exhibit A is the en?aQement letter dated August 3, 2070 and will be attached to a?rcement.
-'?C°'?°? CERTIFICATE OF LIABILITY INSURANCE DATE (MM/OD/vrvr)
10/01 /201 O
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(fes) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require en endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
MARSH RISK 8 INSURANCE SERVICES CONTACT
NAME:
345 CALIFORNIA STREET, SUITE 1300 PNONE ac No
CALIFORNIA LICENSE NO. 0437153 E-MAIL
SAN FRANCISCO
CA 94
0 ADDRESS:
,
1
4 PRODUCER
A[tn: Gene Williams 415-743-8320
19025 -BOND-WC-10-11 INSURERS AFFORDING COVERAGE NAIG #
INSURED TWin City Fire Insurance CO 29459
INSURER A :
BLX GROUP LLC Hartford Underwriters Insurance Com an
p ?' 30104
777 SOUTH FIGUEROA STREET
SUITE 3200 INSURER B :
,
LOS ANGELES, CA 90017 INSURER c :Hartford Accident 8 Indemnity Co. 22357
INSURER D
/n' j N- Z ? j.0 _ 0? /d
? INSURER E
?
?l INSURER F
COVERAGES CERTIFICATE NUMBER: SEA-001706234-06 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 BV 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 ADDL UBR POLICY NUMBER MM/OD/YYYY MM/ U/YYYV LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$
COMMERCIAL GENERAL LIABILITY A A N E
PREMI ES Ea occurrence
$
CLAIMS-MADE ? OCCUR MED EXP (An one person) $
PERSONAL 8 ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER- PRODUCTS -COMP/OP AGG $
POLICY PRO LOC _
$
AUT OMOBILE LIABILITY ? /? COMBINED SINGLE LIMIT
$
pp
T? FORyvi (Ea accitlenl)
O D AJ
N pRUV F' BODILY INJURY (Per person) $
A
L OWN
ED AUTOS Ap
BODILY INJURY (Per eccitlenl) $
SCHEDULED AUTOS
?
? AMAGE
R $
HIRED AUTOS ' -
C Y tlent)
(Per a cl
C
J?>
tiliLL
NON-OWNED AUTOS L,aUtL
rneY $
City tl
anc $
-5lst
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DEDUCTIBLE $
RETENTION $
A WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY 57 WE TU9541 (ADS) 10/01/2010 10/01/2011 X WC STATU- DTH-
B Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE
?
N / A 57 WE TU9541 (TX) 10/01/201 O 10/01/2011 EL EACH ACCIDENT $ 1 •000,000
G. OFFICER/MEMBER EXCLUDED4
(Mandatory in NH) 57 WE TU9541 (CA) 10/01 /201 O 10/01 /2011 E.L. DISEASE - EA EMPLOYE $ 1 •000.000
H yes, tlescribe under 1
000
000
DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT ,
,
$
DESCRIPTION OF OPERATIONS / LOCATONS /VEHICLES (Anach ACORD 101, Atltlitional Remarks Schedule, If more apace fa required) '?^
'
'
?
Evidence of Workers
Compensation coverage. -
r?e-:?:^? c
-r
.........._. .y
?,
CERTIFICATE HOLDER CANCELLATION ?-=? ?"` ' -v
L_ ??
SHOULD ANY OF THE ABOVE DESCRIBED POLI E CAIII?ELLED BEFORE
City of Santa Ana THE EXPIRATION DATE THEREOF, NOTIC L B rVDIELIVERED IN
Attn: Bich Ta ACCORDANCE WITH THE POLICY PROVISIONS r-n, .p.
20 Civic Center Plaza M-17
Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE
of Marah Rlsk 8 Insurance Services
Gene Williams ? ?/??
®988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
ADDITIONAL INFORMATION SEA-001706234-06
PRODUCER _._.... _._ _ _ ___ _._... _. _.. __ __.__._ _. _.
MARSH RISK 8. INSURANCE SERVICES
345 CALIFORNIA STREET, SUITE 1300
CALIFORNIA LICENSE NO. 0437153
SAN FRANCISCO, CA 94104
Attn: Gene Williams 415-743-8320
19025 -BOND-WC-10-11
DATE (MM/DD/YY)
10/01 /201 O
INSURERS AFFORDING COVERAGE NAIC #
INSURED INSURER F:
BLX GROUP LLC __.___. .. __._ ______. _ _.. _..
777 SOUTH FIGUEROA STREET, SUITE 3200 INSURER G:
LOS ANGELES. CA 90017 wsuReR R: - __ _ _ - - ..
INSVRER I:
TEXT
-Garagge Liability- - - ??
Addln Insured : N
Policy Covers
ANY AUTO : N
Limits
AUTO ONLY - EA ACCIDENT
EACH ACCIDENT
AGGREGATE
CERTIFICATE HOLDER
City of Santa Ana
Attn: Bich Ta
20 Civic Center Plaza M-17
Santa Ana, CA 92701
F
IORI2ED REPRESENTATIVE
Iarah Rfak 8 Insurance services
ie Williams
t
°r CERTIFICATE OF LIABILITY INSURANCE DATE
1
12/08/2010
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 be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
MARSH RISK & INSURANCE SERVICES NAME:
345 CALIFORNIA STREET, SUITE 1300 PHONE FAX
A/C N. Ext : A/C No
CALIFORNIA LICENSE NO. 0437153 E-MAIL
SAN FRANCISCO
CA 94104 ADDRESS:
, PRODUCER
C T MER ID
102533-BLX2-E&O-10-11 INSURERS AFFORDING COVERAGE NAIC #
INSURED
BLX GROUP L
C INSURER A : XL Specialty Insurance Company 37885
L
777 SOUTH FIGUEROA STREET, SUITE 3200 INSURER B :
LOS ANGELES, CA 90017 INSURER C :
INSURER D :
INSURER E :
INSURER F :
6VVtKAUt:5 CERTIFICATE NUMBER! SFA-M1R9A1Qr-19 RPVICInA1 MuIl1121=0 7
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS
,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL SUBR
POLICY NUMBER POLICY EFF
MM/DD/YYYY POLICY EXP
MM/DD/YYYY
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED
- PREMISES Ea occurrence $
CLAIMS-MADE F
IOCCUR MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S
POLICY PRO LOC $
AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT
ANY AUTO
(Ea accident) $
ALL OWNED AUTOS BODILY INJURY (Per person) $
SCHEDULED AUTOS BODILY INJURY (Per accident) $
PROPERTY DAMAGE
HIRED AUTOS (Per accident) $
NON-OWNED AUTOS $
M $
UMBRELLA LIAB OCCUR n
AT i - EACH OCCURRENCE $
EXCESS LIAB CIAIMS-MADE
P
GGREGATE
$
.
DEDUCTIBLE . --- $
RETENTION $ ?
-?Lt $
WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY Y/N
Assistant OtY
A.tl()t't""`'
WCSTATU- _ER
OTH-
ANY PROPRIETOR/PARTNER/EXECUTIVE
E
L
EACH ACCIDEN
OFFICER/MEMBER EXCLUDED? N/A
.
.
T
$
(Mandatory in NH)
If yes
describe under E.L. DISEASE - EA EMPLOYE $
,
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
A PROFESSIONAL LIABILITY ELU119425-10 11/28/2010 11/28/2011 SEE ATTACHMENT
INVESTMENT COMPANY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
REF: EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CITY OF SANTA ANA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ATTN: FRANCISCO GUTIERREZ ACCORDANCE WITH THE POLICY PROVISIONS.
FINANCE AND MANAGEMENT SERVICES AGENCY
20 CIVIC CENTER PLAZA M-17 AUTHORIZED REPRESENTATIVE
SANTA ANA, CA 92701 of Marsh Risk & Insurance Services
I Evan Long ?,? -rte
U 1983-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD
4L
SEA-001824196-12
ADDITIONAL INFORMATION DATEIMM/DD/YY)
12/08/2010
PRODUCER
MARSH RISK & INSURANCE SERVICES
345 CALIFORNIA STREET, SUITE 1300
CALIFORNIA LICENSE NO. 0437153
SAN FRANCISCO
CA 94104
,
102533-BLX2-E&O-10-11
INSURERS AFFORDING COVERAGE NAIC #
INSURED
INSURER G:
BLX GROUP LLC
777 SOUTH FIGUEROA STREET, SUITE 3200 INSURER H:
LOS ANGELES, CA 90017 INSURER I:
INSURER J:
TEXT
BLX GROUP LLC
PROFESSIONAL LIABILITY
POLICY#: ELU119425-10
POLICY EFFECTIVE DATE: 11/28/2010
POLICY EXPIRATION DATE: 11/28/2011
AGGREGATE LIMIT: $2,000,000
DEDUCTIBLE: $ 250,000
RELATED CLAIMS FOR E&O
CERTIFICATE HOLDER
CITY OF SANTA ANA
ATTN: FRANCISCO GUTIERREZ
FINANCE AND MANAGEMENT SERVICES AGENCY
20 CIVIC CENTER PLAZA M-17
SANTA ANA, CA 92701
P
of Marsh Risk & Insurance Services
Evan Long
2
ACORD° CERTIFICATE OF LIABILITY INSURANCE
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: II the carillons holder is an ADDITIONAL INSURED, the pofmy(les) must he endorsed. II SUBROGATION IS WAIVED, subject to
the here and cendRlana of the policy, cerlein pclicles may require an endoreement. A malementOn Nis certlicre does not confer rights to Due
certificate holder in lieu of such endorsement a
PRODUCER NAME:
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CALIfOPNIAUCENEFND. D1771S1 Evan
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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 OFSUCH POLICIES, LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAIDCIAIMS.
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Pwoucm CONTACT
MARSHRISK S INSURANCE SERVCES Mm'
34SCALIFDIWRSTREET, VJCE IND
FAX
NNE
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SAN FRANCISCO, CA MIW -----,
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Av a ADDITIONAL REMARKS SCHEDULE Page 2 of p
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FORM NUMBER 25 FORMIITLE: CeNfiWle of Liability Insurance
SLRGWLLC
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