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HomeMy WebLinkAboutBLX GROUP, LLC 7 -2016iNSURARd ROT QED FILE WORK MAY L -I PROCEW WG CLERK OF COUNCIL required if consultant 0has employees, �L adziyr�r� �. DATE: 16 2016 AGREEMENT FOR PROVISION OF t : FR3 co) ARBITRAGE REBATE COMPLIANCE SERVICES �JiV1J THIS AGREEMENT is made and entered into this 1sT day of July, 2016 by and between BLx Group (6940 LLC, a limited liability company ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organlzed and existing under the Constitution and laws of the State of Caltfornla ("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 A. The total sum to be expended under this Agreement shall not exceed $25,000 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 reasonablybe expected by City. 4, TERM This Agreement shall be for a two (2) year term, commencing on the date first written above and terminating on June 30, 2016, unless terminated earlier In accordance with Section 13, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. Page 1 of 6 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 California state law, 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 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 (80) days prior written notice to the City. e. If Consultant falls 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 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 Page 2 of 6 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, Judiall t equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from or 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Page 3 of 6 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 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-8515 BLX Group 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 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 now address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. 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. 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. Page 4 of 6 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement, 14. NONDISCRIMINATION 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 or In connection with any activities 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. 15. 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. 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 Its 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 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. Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 022?ak� MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Johqunk Assistant City Attorney RECOMMENDED FOR APPROVAL: T k- Manclsbo Gutierrez Executive Director, Finance and Management Services Agency CITY OF SANTA ANA AVID CAVAZOS City Manager CONSULTANT BLX GROUP VL�A� Page 6 of 6 ffl�- 10 EMBIT A B 11 L I X I * June 20, 2016 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"), 1 am pleased to submit this proposal to provide arbitrage rebate compliance services to City of Santa Ana. As evidenced below, die 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 more than 41 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 Erpeilise: 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 inveshnent environment. Orrick, has been providing quality legal services to municipal issuers, underwriters, and testees for more than hundred (100) years and has been ranked first nationally as bond counsel for most of the last decade. BLX delivers an Orrick legal apinion 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 22,500 bond issues since its origination as Orrick's Financial Services Group in 1989 including preparing over 69,000 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 Fiyue,oa Sheet, Suite 3200 Los Auyeles, CA 90017/ph. 213-612-2200 1,213-612-2499/bixymup.com • Comprehensive Repoiling: 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: 1. 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 tern 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; k. 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 pet-form 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 ncy Kutmner Managing Director (213)612-2215 nkummier rr blxgroup,com SLX �, x�vlrtiAl�lihi Mx4ll.INlx}.f141n�lAYR. � IC A.RBITRACiE REBATE COMPLIANCE SERVICBs FEE SCHEDULE SASE FEE service pee Engagement Fee (one-time fee, per issue) WAIVED Report Fee (per report)' $2,250 OPTIONAL SERVICES Evaluating various elections and applications To be negotiated separately Analysis is provided in PAF format via E -Mail. Bl,x;1000176628 A !zO® CERTIFICATE OF LIABILITY INSURANCE F -ATE °12111015 ' 1211112015 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 - CONTACT NAME: PHCN Eo IgMt FAX No): CALIFORNIA LICENSE NO, 0437153 SAN FRANCISCO, CA 94104 N-2016-098 E-MAIL ADDRESS: ' COMMERCIAL GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIL It _ INSURER A : XL Specialty Insurance Company 37885 102533-BLX3-E&O-15-16 INSURED BLX GROUP LLC INSURER B INSURER C: 777 SOUTH FIGUEROA STREET, SUITE 3200 LOS ANGELES, CA 90017 INSURER D INSURER E: NN nn// -20 _ O IINSURER F: COVERAGES " CERTIFICATE NUMBER: SEA -602836863-05 REVISION NUMBER'S 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 SD SUER WAD POLICY NUMBER POLICY EFF MMIDD1YYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE ❑ OCCUR DAMA E To RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ GEVL _ POLICY PRO- CT LOC PRODUCTS - COMPIOP AGO $ $ OTHER: AUTOMOBILE LIABILITY - COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) _ $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident - - $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTIONS $ WORKERS COMPENSATION PER ON AND EMPLOYERS' LIABILITY YIN STATUTE ER EL. EACH ACCIDENT $ ANY PROPRIETORIPARTNERIEXECUTIVE Fq OFFICER/MEMBER EXCLUDED? N I A E.L. DISEASE - EA EMPLOYE$_ ----- - (MandatorylnNH) If yes, describe under — DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A PROFESSIONAL LIABILITY ELU141789-15 111128!2015 1V2812016 SEE ATTACHED INVESTMENT COMPANY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) REF, EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE 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 & Insurance Services Evan Long.-.� © 1988-2014 ACORD CORPORATION. All rights reserved. 1 o ACORD 25 (2014101) - The ACORD name and logo are registered marks of ACORD ota'� E�Iwbe h �UZr�W I"" i1z ACO i—__ i AGENCY CUSTOMER ID: 102533 LOC #: San Francisco ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH RISK & INSURANCE SERVICES NAMEDINSURED BLX GROUP LLC 777 SOUTH FIGUEROA STREET; SUITE 3200 LOS ANGELES, CA 90017 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insul SLX GROUP LLC PROFESSIONAL LIABILITY POLICYP ELU141789-15 POLICY EFFECTIVE DATE: 1 112 812 01 5 POLICY EXPIRATION DATE: 1112812018 AGGREGATELIMIT: $2,000000 DEDUCTIBLE: $ 250,000 RELATED CLAIMS FOR E&O ACORD 101 ey © 2088 ACORD CORPORATION. All Hi hfc racP,Pd The ACORD name and logo are registered marks of ACORD ?-PAA bUtabekft�'U^'� 2�2 CERTIFICATE OF LIABILITY INSURANCE V" DATEIMMIDO YYY) mmv2o15 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(es) 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 CONTACT NAME: PHONE FAC Net E-MAIL ADDRESS: CALIFORNIA LICENSE N0.0437153 SAN FRANCISCO, CA 94104 Attn: Angela Bacon (415) 743-7521 INSURERS AFFORDING COVERAGE NAIC 9 INSURER A: Twin City Fire Insurance Co 29459 INSURED BLX Group, LLC 777 South Figueroa Street, Suite 3200 INSURERS: Hanford Accident & Indemnity Co. 22357 INSURER C: Harford Casualty Ins Co 29424 Los Angeles, CA 90017 INSURER D: Sentinel Insurance Company 11000 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: SEA -002676925-19 REVISION NUMBER:18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL Man SUBR Me POLICY NUMBER POLICY EFF MMIDDMYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE ❑ OCCUR PREMIET RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY _ $ GENIE AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ECT PRO- LOC PRODUCTS - COMPIOP AGO $ _ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY OAMAGE Pereccident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS UAB CLAIMS MADE DED RETENTION$ $ A B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? (Mandatory In NH) NIA 57 WB P14833 (FL,NY,WA) 57 WB P14833 (CO,DC,OR,MA,MN,WV) 57 WB P14833 (TX,AZ) 1010112015 1010112015 1010112015 1010112016 1010112018 1010112016 X I PEROTH- STATUTE ER EL EACH ACCIDENT $ 1,000,000 E.L DISEASE - EA EMPLOYEE $ 1,000,000 D It yes, describe under DESCRIPTION OF OPERATIONS below 57 WB P14533 (CA) 10(0112015 1010112016 EL. DISEASE - POLICY LIMIT $ 1,000,000 C":1 :5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schedule, may be attached it more space Is required) _ *• Professional Services Contract +:e r ,j ,tti c jn- CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attn: Bich To .,.;.,, ..••,Y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, M-2 5 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk Ek Insurance Services Angela Bacon ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks - 014 AC RD CORPORATION. 47 'Aghti Ca$Tezlw A� o® CERTIFICATE OF LIABILITY INSURANCE DATE12017 /YYYY) OF INSURANCE osnslzol7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH RISK& INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 (A/CNo FxtIPHONE A1C No E-MAIL CALIFORNIA LICENSE NO. 0437153 SAN FRANCISCO, CA 94104 ADDRESS: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY jECT F-1 LOC OTHER: Attn: Angela Bacon (415) 7437521 INSURERS AFFORDING COVERAGE NAIC N INSURER A: Chubb Indemnity Insurance CD 12777 INSURED BLX Group, LLC INSURER B: INSURER C 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017 INSURER D: INSURER E COMBINED S INGLE LIMIT $ Ea accident INSURER F: BODILY INJURY (Per accident) $ COVERAGES CERTIFICATE NUMBER: SEA -003415011-24 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLTYPE 1i SUER POLICYNUMBER YEFF MM/01DIYYYY MY EXP MIDD/YYYY LIMITS of Marsh Risk & Insurance Services COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR Angela Bacon Y1p_ �j'ry7y� EACH OCCURRENCE $ DAMAGE PREMISES TO REa oENccuTErrenceD $ MED EXP (Any one person) $ PERSONAL& ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY jECT F-1 LOC OTHER: GENERALAGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED S INGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Peraccident UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNEWEXECUTIVE N OFFICEWMEMBEREXCLUDED? N (Mandatory In NH) Use, describe under DESCRIPTION OF OPERATIONS below N/A 71756264 10/0112017 1010112018 X PER OTH- STATUTE ER E.LEACHACCIDENT $ 1,666,066 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 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 Attn: Bich Ta SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, M-2 5 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Angela Bacon Y1p_ �j'ry7y� ©1988-2016 ACORD CORPORATION, All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD A� o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, v94zon /2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH RISK & INSURANCE SERVICES PHONE ac No). 345 CALIFORNIA STREET, SUITE 1300 E-MAIL CALIFORNIA LICENSE NO. 0437153 SAN FRANCISCO, CA 94104 ADDRESS, DAMAGE TO RENTED PREMISES En occurrence $ MED EXP (Any oneperson) $ INSURER(S) AFFORDING COVERAGE NAIL# INSURER A: XLSpecialty Insurance Company 37885 102533-BLX3-E&0.17-18 INSURED BLX GROUP LLC INSURER B: INSURER C: 777 SOUTH FIGUEROA STREET, SUITE 3200 LOS ANGELES, CA 90017 PERSONAL B ADV INJURY $ INSURER D INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: SEA -00338919408 REVISION NUMRFR- 14 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR JHM Me POLICY NUMBER POLICY EFF MM/DDIYYYY1 POLICY EXP (MMIDDIY`ErYI LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACHOCCURRENCE $ DAMAGE TO RENTED PREMISES En occurrence $ MED EXP (Any oneperson) $ PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT F—] LOC GENERALAGGREGATE $ PRODUCTS - COMPIOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY I NJURY(Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( 1 $ HIRED NON-0WNEO AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Par accident UMBRELLALIAB OCCUR EACHOCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION I PEROTH. AND EMPLOYERS' LIABILITY YIN STATUTE ER EACH ACCIDENT $ ANYPROPRIETORIPARTNERIEXECUTIVEE.L. OFFICERIMEMBEREXCLUDED? E NIA E.L. DISEASE - EA EMPLOYEE IS (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS trelow A PROFESSIONAL LIABILITY ELU152915-17 112812017 1128/2018 LIMIT OF LIABILITY: $2,000,000 INVESTMENT COMPANY RETENTION: $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) REF EVIDENCE OF PROFESSIONAL LIABILITY COVERAGE IIIIIIIIII TO WHOM IT MAY CONCERN IIIIIIIIII THIS ISA CLAIMS MADE POLICY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS POLICY ONLY APPLIES TO CLAIMS FIRST MADE DURING THE POLICY PERIOD. CITY OF SANTA ANA ATTENTION: SARAH RO 20 CIVIC CENTER PLAZA, M-25 SANTA ANA, CA 92701 1pL19 Lngq WG\r PJrl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. of Marsh Risk & Insurance Services Raquel Ildefonzorg....-c— -4e._.g=,._ � *•-� n1GRR_7n1AAcnancnRPnRerinM ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD UV �� { lD✓ ( i /i� ��1 S %�L�� J 124478 A`oRo®ATE CERTIFICATE OF LIABILITY INSURANCE o 5/18/2017 Yr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines -(415)541-7900 Wells Fargo Insurance Services USA, Inc. -CA Lic#: OD08408 45 Fremont Street, Suite 800 San Francisco, CA 94105-2259 CONTACT Certificate Team NAME: acNue , 415-541-7900 Arc No: E-MAIL certificates wellsfa o.com ADDRESS: @ nJ INSURER(S) AFFORDING COVERAGE NAIC# INsuRERA: Great Northern Insurance Company 20303 INSURED BLX Group, LLC INSURER B; Federal Insurance Company 20281 INSURER C : 777 South Figueroa Street, Suite 3200 INSURER D: INSURER E: GENT AGGREGATE LIMIT APPLIES PER: X POLICY ❑PRO -ECT FLOC J X OTHERIntl. Conbaclors Los Angeles, CA 90017 INSURER F: COVERAGES CERTIFICATE NUMBER: 11786389 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE AUULSUBR 20 Civic Center Plaza M-25 POLICY NUMBER POLICY EFF (MMMDNYYYI POLICY EXP IMMIDDIYYYY)LIMITS A X COMMERCIALGENERAL LIABILITY CLAIMS -MADE I X I OCCUR X Host Uquor lnrAuded 97' 35821151 06/01/2017 06/01/2018 EACH OCCURRENCE S 1,000,000 DAMAGETO ED PREMISES(Ea occurrence $ 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL S ADV INJURY 5 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: X POLICY ❑PRO -ECT FLOC J X OTHERIntl. Conbaclors GENERALAGGREGATE $ 2,000,000 PRODUCTS -COMP/OPAGO S incl in Gen Agg $ B AUTOMOBILE uaewrY74996569 ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY 74996569 06/01/2017 06/01/2018 COMBINED SINGLE LIMIT Ea accident 1,00Qg00 BODILY I NJURY(Per person) $ BODILY INJURY (Per accident) 5 PROPERTY DAMAGE S Per accident $ B X UMBRELLALIAB X OCCUR EXCESS LIAB CLAIMS -MADE DED RETENTION$ 79820023 06/01/2017 06/01/2018 EACH OCCURRENCE 5 5,000,000 AGGREGATE $ 5,000,000 S WORKERS COMPENSATION ANDEMPLOYER3'LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? (Mandatory in NH) Pyes. describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E L. DISEASE - EA EMPLOYEE $ E. L. DISEASE -POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be stacked if more space is required) The Certificate Holder is named as Additional Insured as it relates to general & auto liability in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza M-25 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE 97' ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. 2N ji� CL -VD g� ��'&ILo r is i W d