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HomeMy WebLinkAboutBLX GROUP, LLC -2014INS,URAN &E ON FILE N- 2014 -104 WORK MAY PROCEED UNTIL INSURANCE EXP_IRFS CLERK OF COUN i �P4 DATE !J ARBITRAGE REBATE COMPLIANCE SERVICES THIS AGREEMENT, made and entered into this 1 eB day of July, 2014 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 rebato 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 the Scope of Work/Rate Sheet, attached hereto as Exhibit A and incorporated by this reference. 2. DETAVERY OF WORE- 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 A. The total sum to be expended under this Agreement shall riot exceed $25,000.00 during the tern 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 be for a two (2) year terns, commencing on the date first written above and terminating on June 30, 2016 unless terminated earlier in accordance with Section 13, below. The Tenn of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern 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, ajoint 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. section: d. The following requirements apply to insurance to be provided by Consultant pursuant to this (i) Consultant shall maintain all insurance required above for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished 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. 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. 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 3 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: Cleric 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 Copies to: Executive Director of Finance and Management Services City of Santa Ana 20 Civic Center Plaza (M -17) 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 Phone(714)269 -8190 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. JURISDICTION - 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 fitle 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. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: CIA. c ✓ � Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director — FMSA CITY OF SANTA ANA ZI DAVID CAVAZOS City Manager GROUP Managing BLXO July 2, 2014 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: Arbitraee Rebate Compliance Services Ladies and Gentlemen: On behalf of BLX Group LLC ( "BLX "), formerly known as Bond Logistix LLC, a wholly -owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick"), I am pleased to submit this proposal to provide arbitrage rebate compliance services to City of Santa Ana. As evidenced below, the number and scope of our engagements, coupled with unmatched technical and regulatory expertise, provides a strong argument for BLX being the nation's premier provider of arbitrage rebate, yield restriction and related post- issuance compliance services. Highlights of our qualifications include ♦ Technical and Financial Proficiency: BLX numbers 48 finance professionals with senior BLX consultants averaging over 20 years of experience in arbitrage compliance and public finance. In contrast to those that view arbitrage compliance as an after - the -fact data entry or accounting function, BLX professionals thoroughly understand the legal, economic, and technical aspects of debt offerings and investment instruments. This expertise allows us to accommodate even the most unusual and complex circumstances and to apply beneficial analytical alternatives when available. BLX consultants are recruited from strong educational and occupational backgrounds and undergo rigorous financial, technical, and regulatory training by nationally recognized experts in these fields. ♦ Tax Regulatory Expertise: Accurately interpreting and applying federal tax laws, rules, and regulations to arbitrage rebate and most other aspects of municipal borrowings is essential both for avoiding outright errors and for maximizing "retainable" earnings in what is essentially an after tax investment environment. Orrick, has been providing quality legal services to municipal issuers, underwriters, and trustees for close to one hundred (100) years and has been ranked first nationally as bond counsel for most of the last decade. BLX delivers an Orrick legal opinion with each completed BLX arbitrage report which attests that the analysis was prepared in accordance with applicable federal tax laws, rules, and regulations. ♦ Relevant Experience: BLX has provided arbitrage compliance services for over 20,000 bond issues since its origination as Orrick's Financial Services Group in 1989 including preparing over 65,000 comprehensive analyses since inception. This level of direct and related experience in addition to Orrick's overall public finance resources, means that (1) BLX seldom encounters circumstances, documents, or investment records with which we need any substantial help from the Issuer or its counsel or consultants, and (2) BLX is able to address non - arbitrage opportunities and problems with favorable results. ♦ Depth of Resources: Supplementing Orrick's tax and BLX's technical resources are the firm's overall commitments to public finance and outstanding client service. Orrick is a nationally prominent law firm engaged in the practice of corporate, municipal, and commercial law. Founded in 1863, Orrick presently has more than 1,100 attorneys and 700 other employees in Los Angeles, Orange County, San Francisco, Sacramento, Silicon Valley, Pacific Northwest, New York, Washington D.C., Hong Kong, Taipei, Tokyo, Moscow, London, Paris, Milan, and Rome. Orrick's tax, validity, and other legal opinions are accepted throughout the country. /BLX Group 777 S Figueroa Street, Suite 3200 Los Angeles, CA 90017 /ph. 213- 612 -2200 f. 213 - 612 - 2499 /blxgroup.com B LX® • Comprehensive Reporting: BLX's arbitrage rebate analyses serve as invaluable review tools to ensure that an issue is functioning optimally from both economic and overall covenant compliance perspectives. Our standard services include the following: I. Verifying that the issue is subject to the Rebate Requirement; 2. Calculating and/or recalculating the bond yield, as appropriate; 3. Identifying, and separately accounting for all "Gross Proceeds" (as that term is defined in the Internal Revenue Code) of the bond issue, including those requiring allocation analyses due to "transferred proceeds" and/or "commingled funds" circumstances; 4. Determining what general and /or elective exceptions to the bond issue are applicable; 5. Calculating the bond issue's excess investment earnings (cumulative rebate liability), if any; 6. Delivering appropriate documentation to support all calculations; 7. Providing an executive summary identifying the methodology employed, major assumptions, conclusions, and any recommendations for changes in record keeping and investment policies; 8. Delivering an Orrick legal opinion stating that rebate liability was determined in accordance with applicable federal tax law; 9. Providing all IRS filing documentation and instructions, in the event a rebate payment is required. • Competitive Fees: BLX offers its clients industry leading consulting services at competitive prices. Issuers may pay less to their arbitrage consultant but end up paying considerably more than they saved to the IRS in unnecessary rebate payments by retaining a less qualified firm to perform their calculations. Please see Exhibit A, attached hereto, for our proposed fee schedule. We hope that you will find this proposal informative and responsive to your needs. We believe that BLX's arbitrage compliance services provide municipal issuers and their financing teams with outstanding quality and value. Please do not hesitate to call me if I can provide any additional information. Thank you for your consideration. Sincerely, BLX GROUP LLC N-t ey Kummer Managing Director (213) 612 -2215 neasterline@blxgroLip.com gLX© 10,4:I1HYlI1 ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE BASE FEE Service Engagement Fee (one -time fee, per issue) Report Fee (per report) ' OPTIONAL SERVICES Evaluating various elections and applications Accepted: CITY OF SANTA ANA By: Print Name: Title: Date: E -mail: ' Analysis is provided in PDF format via E-Mail. Fee WANED $2,250 To be negotiated separately BLX:1000176628.1 A O® CERTIFICATE OF LIABILITY INSURANCE o09i22010omw1 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement (s). PRODUCER MARSH RISK & INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 CALIFORNIA LICENSE NO, 0437153 E; CONTACT �� PHONE FAX IAL6.No,F�a• _ wm N01• EidAILSS• SAN FRANCISCO, CA 94104 Ann; Gene Williams (415)743.8320 19025.OHS-WC-1314 - - -_. -. NAD9 INSURER A: Twin City Flre Insurance CO 29459 INSURED BLX Group, LLC 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 INSURER a 1 Hanford Accident &Indemnity Co. 22357 H1oN Casualty Ins Co� INSURER C : atl _ -... 29424 INSURER O; Sentinel Insurance Company Et _INSURER INSURER F: MED EXP(Ally one person) PERSONAL B ADV INJURY 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. — OF INSURANCE A OR POLICYNUMBER POLICS`EFF m DO W POLICYEXP MMI tlmw LIMITS TY L GENERAL LIABILITY EACH OCCURRENCE S A A O—RffT i - "' RE Eaocc Once S S -MADE EJOCCUR MED EXP(Ally one person) PERSONAL B ADV INJURY S Z57��7 GENERAL AGGREGATE S TE LIMIT APPLIES PER: PRODUCTSCOMP /OP AGO s S PRO LOC AUTOMOBILE LIABILITY eemba 1 I S BODILY INJURY (Pal person) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS OWNED NON HIRED AUT09 AUTOS SOOILY INJURY (Per accldenn) S PR PE TY DA AGG P r cc g 5 _ UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE S--- EXCESS LIAS CLAIMS MADE DED RETENTIONS WORKERS COMPENSATION AND EMPLOYER9'LIABILITY ANY PROPRIETOWPARTNEWEXECUTIVE YIN (Mandatory In BER EXCLUBEep o Iryesdescdbeunder DESCRIPTION OF OPERATIONS below n�RY L1ATTU- OTH. S A B C D NIA 57 WE 74 (AOS)(FL,NY,WA) 57WE0Z7249 CO,OC,OR,MA,MN,WV) I 57 WE DZ7249 (TX and AZ) 67 WE OZ7249(CA) 01011'2013 1010112013 1010112013 10N112013 TU112014 *0112014 1010112014 1010112014 E.L. EACH ACCIDENT 1,000,000 S El. DISEASE - EA EMPLOYE S 1,000,000 E.L. DISEASE- POLICY LIMIT 5 1,000,000 O /�l DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IAaaeh ACORD101,Addltlenal R...Im, SehadWe, If mom space b mnelrad) APPROVEI)AS`i Professional Services Contract �)WJy Laura A. Rossini Senior Assistant City Attori City of Santa Ana Alin: Bich To 20 Cod Canter Plaza, M -2 5 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 of Marsh Risk & Insurance SBYVIaaS Gene Williams 01988.2010 ACORD 26 (20101051 The ACORD name and logo are registered marks of ACORD L :y M� h® CERTIFICATE OF LIABILITY INSURANCE DATE /2013 IYYYY) v9a291a 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 ondorsemont(s). PRODUCER MARSH RISK & INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 CONTACT NAME: PHON ➢ "'. (AID No): 11 AILS CALIFORNIA LICENSE N0.0437153 SAN FRANCISCO, CA 94104 ° ° -- INSURERIS) AFFORDING COVERAGE_ NAIC k _ _ IN SURER A: XL Specially Insurance Company 37885 102531BLCFE &0.1114 INSURED BLX GROUP I INSURER B: INSURER C 777 SOUTH FIGUEROA STREET, SUITE 3200 INSURER D $ LOS ANGELES, CA 90017 INSURER E PERSONAL &ADV INJURY _ $ INSURER P: COVERAGES CERTIFICATE NUMBER: SEA - 002375201 -03 REVISION NUMBER:4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADOL SUBR POLICY NUMBER POLICY EFF 10 Q"Y) POLICY EXP (MMIDOMYYJ LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F1 OCCUR D MA01, JU RENTED PREMISES Ea occi rrence $ MEDEXP(Anyoneperem) $ PERSONAL &ADV INJURY _ $ GENERAL AGGREGATE _ $ GENL AGGREGATE LIMIT APPLIES PER: ' PRODUCTS - COMPIOP AGG $ POLICY PRO- LOC JECT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) BODILY INJURY (Par person) A $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Pariiwdenl) $ HIREDAUTOS AUTOS WNED (PeOaccldenlDAMAGE UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB I CLAIMS -MADE DEC) I I RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH - ANDEMPLOYERS'LIABILITY YIN E.L. EACH ACCIDENT $ OFFICERIMEMBEER EXCLUDED ?CCUTIVErN NIA E.L. DISEASE - EA EMPLOYE $ (Mandatory hr NH) If yos, describe antler E,L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A PROFESSIONAL LIABILITY ELU132310 -13 11128013 11282014 INVESTMENT COMPANY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is rince7W PRO V E D AS TO FO R 1l HER EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE (') (fir,. -, Laura A. Rossini Senior Assistant City Attornec CITY OF SANTA ANA ATTENTION: BICH TA 20 CIVIC CENTER PLAZA, M -25 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 of Marsh Risk & Insurance So-elcos Evan Long All Holds reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD ACd AGENCY CUSTOMER ID: 102533 LOC #: San Francisco ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH RISK & INSURANCE SERVICES NAMEDINSURED SIX GROUP LLC 777 SOUTH FIGUEROA STREET, SUITE 3200 LOS ANGELES, CA 50017 POLICY NUMBER CARRIER NAI :CODE EFFECTIVE DATE: AUDI TIUNAL KEMAKKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liabllily Insurance BLX GROUP LLC PROFESSIONAL LIABILITY POLICYM ELU132310 -13 OLICY EFFECTIVE DATE: 1112812013 POLICY EXPIRATION DATE: 1172812014 AGGREGATE LIMIT: $2,ODD,000 DEDUCTIBLE: $ 250,000 RELATED CLAIMS FOR E &O . Y1,1,.OVED AS TO FORM Laura A. Rossini ur Assistant City Attorney ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD B LX® EXHIBIT A ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE BASE FEE Service Engagement Fee (one -time fee, per issue) Report Fee (per report) ' OPTIONAL SERVICES Evaluating various elections and applications Accepted: CITY OF SANTA ANA By: Print Name: Title: Date: E -mail: APPROVED AS TO FORM LISA E. STORCK Assistant City Attorney Fee WAIVED $2,250 To be negotiated separately ' Analysis is provided in PDF format via E -Mail. BLX:1000176628.1 BLX* AUV IStl24 • A6ET NANAGE.MEM • MA {y �,� {,GE EXHIBIT A Description 1. Santa Ana Financing Authority $8,025,000 3.75% 14 -Year Maturity Lease $37,035,000 3.32% 10 -Year Maturity Lease Dated June 1, 2014 2. $15,690,000 Santa Ana Financing Authority Water Revenue Refunding Bonds Series 2014 Dated August 7, 2014 3. $107,399,438.50' Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Refunding Bonds Series 1994A 4. $20,110,000' Santa Ana Financing Authority Water Revenue Refunding Bonds Series 2004 5. $68,010,000' City of Santa Ana Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) Accepted: CITY OF SANTA ANA By: Print Name: Title: Date: E -Mail Address: City of Satan Ana September 9, 2014 Previously engaged BLX:1000187063.1 7 E r ' p CERTIFICATE N DATE 1DDYYYYJ 0930)2014 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 NAME: MARSH RISK & INSURANCE SERVICES PHOI 345 CALIFORNIA STREET, SUITE 1300 a. xfl _ JAIC No): CALIFORNIA LICENSE NO. 0437153 E -MAIL SAN FRANCISCO, CA 94104 ADDRES s -- Attn: Gene Williams (415)743 -8320 INSURER(S) AFFORDING COVERAGE NAIC # 19025 - BLX- WC -14 -15 INSURER A, Twin City Fire Insurance Co 129459 INSU'RED INSURER, e Hartford' Accident & indemnity Co . . 22357 BLX Group, LLC MED EXP (Any one person) S 777 South Figueroa Street, Suite 3204 INSURER, C Hartford Casualty Ins Co 29424 Los Angeles, CA 90017 INSURER D : Sentinel Insurance Company INSURERS : yy ..ID 'I GENERAL AGGREGATE S' . . _...., GENL AGGREGATE .LIMITAV'PL9E5PER. l INSURER F COVERAGES CERTIFICATE NUMBER: SEA- 002187565 -15 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY E F F POLICY EXP 1 ._ ... ..............� LTR TYPE OF INSURANCE INSR MJVD POLICY NUMBER MMIDDI'YYYY MM /DDlYYYY I LIMITS, ACCORDANCE WITH THE POLICY PROVISIONS. GENERAL LIABILITY AUTHORIZED REPRESENTATIVE.. of Marsh Risk &. Insurance Services Gene Williams EACH OCCURRENCE S. DAMAGE TO RENTED ��� ........... _ COMMERCIAL GENERAL LIABILITY PREMISES (Ea accurrence� „, CLAIMS -MADE OCCUR MED EXP (Any one person) S i _ PERSONAL & ADV INJURY � 5 GENERAL AGGREGATE S' . . _...., GENL AGGREGATE .LIMITAV'PL9E5PER. PRODUCTS .- Ci7�MPfOPAGCa $ PRO - POLICY I LOC T ..... _. S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E. I S ANY AUTO BODILY (Per person) S ALL OWNED SCHEDULED .....! AUTOS AUT'OS BODILY INJURY URY (Per accident) S - -- - ... r NON-OWNED MIRED AUTOS t RROf'ERTY DAMAGE 5 '..,. $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ , EXCESS LIAR F MS-MADE '..'',.� AGGREGATE $ DED RETENTION 5 $ A WORKERS COMPENSATION 57 WE DZ7249 (AOS) (FL,NY,WA( 10/0112014 1010112015 X , WG STATU- OTH AND EMPLOYERS' LIABILITY YIN ; TORY LIMITS ._— _.....8.13.......... . � �57 B ANY PROPRIETORIPARTNERIEXECUTIVE WE DZ7249 CO,DC,OR,VOA,MN,WV 1010112014 1010112015 1,,000,000 i E_L EACH ACCIDENT $ C OFFICER /MEMBER EXCLUDED? (Mandatory in NH) N NIA 57 WE DZ7249 (TX and AZ( 110101/2014 10/010015 E -L D15EASE EA EMPLOYES S 1,000,000 D It yes descrdhe under .._.... .... 57 WE DZ7249 (CA) 1'010112014 10101(2015 000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT' I S DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES (Attach ACORD 101, Additional Remarks SchedWa, if more space Is required) Professional Services Contract. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Bich Ta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza„ M -2 5 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE.. of Marsh Risk &. Insurance Services Gene Williams ACORD 25 (2010105) O 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DATE (MMIDDIYYYY) .... ,�C"RL � CERTIFICATE OF LIABILITY INSURANCE 12x1 u2a15 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 l of such endorsement(s). PRODUCER CONTACT MARSH RISK & INSURANCE SERVICES NAME: 345 CALIFORNIA STREET, SUITE 1300 IwoNN . I xt) FAX c,_� —..... CALIFORNIA LICENSE NO. 0437153 E-MAIL SAN FRANCISCO,, CA 94104 . ._ 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. - -�, - - - - ILT R TYPE OF INSURANCE AOOL SUBR�I POID Y EFF POLICY EXP LIMITS LTR I I S POLICY NUMBER MMfODJYYYY MMIOOJYYYY COMMERCIAL GENERAL LIABILITY f I EACH OCCURRENCE S I:. -� AUTHORIZED REPRESENTATIVE , ..— .— DAMAGE TO RENT£D .... ...... I CLAIMS -MADE OCCUR ..i. ....,, , ......... , ............. i I ..PREMISES. Cla occurrence r ED EXP (Any one person) $ - -- __..._._ PERSONAL & ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER. ? GENERAL AGGREGATE I P'RC JE.CT OO PRODUCT MPn 1P AGr I OTHER: f $ AUTOMOBILE. LIABILITY COMBVNED SINGLE LIMIT $ Aug acgdent2_.. ...... , I I ANY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS AUTOS ,.. AMAGE ' $ HIRED AUTOS 1 Ap OSy^lNED Peer acciidenCD $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ ....., EXCESS LIAR i CLAIMS MADE I �� _. AGGREGATE $ ....__.... ._............_ ......... , -____ C DIED RETENTION $ � 5 WORKER'S COMPENSATION PER STATUTE '�R AND EMPLOYERS' LIABILITY YdN) - — . ANN'CERWEMBERfPXCLUDEDXECUTIilE t E EACH ACCIDENT S 7 N DFFrCERIMEM6ER EXCLUDED. Nia _ (Mandatary in NH) E L DISEASE EA EMPLOYEE S If yes, describe winder f DESCRIPTION. OF OPERATIONS below I E.L. DISEASE POLICY LIMIT S A J PROFESSIONAL LIABILITY ELU141789 -15 11/2672015 1111129/2016 SEE ATTACHED INVESTMENT COMPANY I DESCRIPTION OF OPERATIONS r LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be atlarhed if more space is required) REF: EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE r"-FRT'IFIrATF HCIII DFR 17AN0717I I ATIr7N CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTENTION: BICH TA THE EXPIRATION DATE THEREOF,. NOTICE WILL BE DELIVERED IN 20 CIVIC CENTER PLAZA, M -25 ACCORDANCE WITH THE POLICY PROVISIONS. SANTA ANA, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk 8. Insurance Services Evan Long�ccr U 1988 -2614 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD C,W(A eawh clo'trtuf AGENCY CUSTOMER ID;, 102533 LOC #; San Francisco ACC>R" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH RISK & INSURANCE SERVICES BLX GROUP LLC 777 SOUTH FIGUEROA STREET, SUITE 3200 POLICY NUMBER LOS ANGELES, CA 90017 CARRIER NAIC CODE EFFECTIVE DATE: AI➢IJI I 1UNAL RtMAKKb THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance BLX GROUP LLC PROFESSIONAL LIABILITY POLICY#: ELU141789-15 POLICY EFFECTIVE DATE: 1 1 12 812 01 5 POLICY EXPIRATION DATE: 1112812016 AGGREGATE LIMIT: $2,000,000 DEDUCTIBLE: $ 250,000 RELATED CLAIMS FOR E&O Ak,UKU ]V] fZUWJJUIJ 9 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ?w� 6 � (1'ycrnw� a�,5.,WIA CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 10/0V2015 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 MARSH RISK & INSURANCE SERVICES "" CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, PHONE FAX _JA L .. N_ 0 _40� 1 — AAIC. No)� INSR 345 CALIFORNIA STREET, SUITE 1300 CALIFORNIA LICENSE NO. 0437153 E -MAIL SAN FRANCISCO, CA 94104 .ADDRESS: ------ - Attw Gene Williams (415)743-8320 INSURER(S) AFFORDING COVERAGE NAIC # WVQ INSURER A Twin City Fire Insurance Co 29459 INSURED INSURER B Hartford Accident & Indemnity Co. 22357 BLX Group, LLC INSURER C Hartford Casualty Ins Co ..... . . 29424 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 . . ... ... INSURER D Sentinel Insurance Company 11000 EACH OCCURRENCE �_.. A f erne N- 20 i -- wq INSURER F COVERAGES CERTIFICATE NUMBER: SEA-002676925-17 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL POLICY EFF POLICY EXP LTR TYPE OF INSURANCE JU= WVQ POLICY NUMBER IMMIDDNYYY) MM LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS -MADE 1-1 OCCUR �gq LEo g9currence)— $ MED EXP (Any one person) $ PEjR50NAL & ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ __ _ _J '*0 PCUCY [_ JECT LOG PRODUCTS AGG $ _G2M�!9P $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE AGGREGATE $ EXCESS LIAB CLAIMS-MADE DED RETENTION ,$ $ A WORKERS COMPENSATION 57 WB P14833 (FL,NY,WA) 1010112015 10/0112016 PER -70'IH- I AND EMPLOYERS' LIABILITY Y/N _jER B ANY PROPRIETOR�PARTNER)EXECLrDVE 57 WB P14833 (CO,DC,OR:,MA,MN,WV) 10101/2015 10/0112016 E1, EACH AGCQENT A C OFFICERfMFMBER EXCLUDED? N (Mandatory in NH) P] NIA 57 WB P14833 (TX,AZ) 10101/2015 10101016 E.L. DISEASE - EA EMPLOYEE .......... $ 1,000,000 D If yes, describe under 57 WB P14833 (CA) 1010112015 1010112016 1 1,000,000 DESCRIPTION OF OPERA] IONS below E L, DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS i LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Services Contract CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Alto: Bich Ta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, M-2 5 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services L 0'1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD &ViOA3 W14ANA I If