HomeMy Public PortalAboutC-21-083 - BLX GROUP LLCAGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF CARSON AND
BLX GROUP, LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 6th day of July, 2021 by and between the CITY OF CARSON, a California
municipal corporation ("City") and BLX GROUP, LLC, a Delaware limited liability company
("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as the "Parties."
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of this
Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services'
attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it
has the experience and ability to perform all work and services required hereunder and that it shall
diligently perform such work and services in a professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City
and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole
cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.4 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit
"B" shall govern.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Nineteen Thousand Three Hundred Fifty Dollars ($19,350) ("Contract Sum").
2.2 Invoices. Each month Consultant shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City's Director of Finance. By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail
charges for all necessary and actual expenses by the following categories: labor (by sub -category),
travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall
0l 007.0001 /726974.1
also be detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty
five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant
acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that
payment will occur within this time period. In the event any charges or expenses are disputed by
City, the original invoice shall be returned by City to Consultant for correction and resubmission.
Review and payment by the City of any invoice provided by the Consultant shall not constitute a
waiver of any rights or remedies provided herein or any applicable law.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the
actual cost of the extra work, and/or (ii) the time to perform this Agreement, which .said
adjustments are subject to the written approval of the Consultant. Any increase in compensation
of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by
the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Consultant shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D"
and incorporated herein by this reference. When requested by the Consultant, extensions to the
time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding thirty (30) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because of
any delays due to unforeseeable causes beyond the control and without the fault or negligence of
the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the
Consultant shall within ten (10) days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services for the period of the enforced delay
when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
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determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of this
Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant
to this Section.
3.4 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit "D").
4. COORDINATION OF WORK
4.1 Representative of Consultant. Robin Schlimgen is hereby designated as
being the representative of Consultant authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Consultant and any authorized agents shall be under the exclusive direction of the representative
of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to
this Agreement. Consultant shall make every reasonable effort to maintain the stability and
continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes.
4.2 Contract Officer. Tarik Rahmam, Director of Finance [or such person as
may be designated by the City Manager] is hereby designated as being the representative the City
authorized to act in its behalf with respect to the work and services specified herein and to make
all decisions in connection therewith ("Contract Officer").
4.3 Prohibition Against Subcontracting or Assi.Rnment. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
4.4 Independent Consultant. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth. Consultant shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role. Consultant shall not at any time or in any manner represent that it or any
of its agents or employees are agents or employees of City, or that it is a member of a joint
enterprise with City.
5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole
cost and expense, in a form and content satisfactory to City, during the entire term of this
Agreement including any extension thereof, the following policies of insurance which shall cover
all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability insurance (Occurrence Form
CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per
occurrence basis for bodily injury, personal injury and property damage. The policy of insurance
01007.000rn26974. r -3-
shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is
used, either the general aggregate limit shall apply separately to this contract/location, or the
general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for the Consultant against
any loss, claim or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Consultant in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance (Fonn CA 0001 (Ed 1/87) including, "any
auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not less
than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence
and property damage liability limits of $150,000 per occurrence or (ii) combined single limit
liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired
cars, and any other automobile.
(d) Professional Liability. Professional liability insurance appropriate to
the Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5 -year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
(f) Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. The insurance policy must specify that where the primary insured does not satisfy the
self-insured retention, any additional insured may satisfy the self-insured retention. All of said
policies of insurance shall provide that said insurance may not be amended or cancelled by the
insurer or any party hereto without providing thirty (30) days prior written notice by certified mail
return receipt requested to the City. In the event any of said policies of insurance are cancelled,
the Consultant shall, prior to the cancellation date, submit new evidence of insurance in
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conformance with this Section 5.1 to the Contract Officer. No work or services under this
Agreement shall commence until the Consultant has provided the City with Certificates of
Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the
above insurance coverages and said Certificates of Insurance or binders are approved by the City.
City reserves the right to inspect complete, certified copies of and endorsement to all required
insurance policies at any time. Any failure to comply with the reporting or other provisions of the
policies including breaches or warranties shall not affect coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the City's Risk Manager or other
designee of the City due to unique circumstances.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified
Parties") against, and will hold and save them and each of them harmless from, any and all actions,
either judicial, administrative, arbitration or regulatory claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened
(herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the negligent performance of the work, operations or activities
provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any
individual or entity for which Consultant is legally liable ("indemnitors"), or arising from
Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or
indemnitors' negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or liabilities occurring as a result of City's sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
6: RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records. Consultant shall keep, and require subcontractors to keep, such
1 -edgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
"books and records"), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder. The Contract
Officer shall have full and free access to such books and records at all times during normal business
hours of City, including the right to inspect, copy, audit and make records and transcripts from
such records.
6.2 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
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public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the
Contract Officer or unless requested by the City Attorney, voluntarily provide documents,
declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement. Response to a subpoena or
court order shall not be considered "voluntary" provided Consultant gives the City notice of such
court order or subpoena.
(c) If Consultant provides any information or work product in violation
of this Agreement, then the City shall have the right to reimbursement and indemnity from
Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a
result of Consultant's conduct.
(d) Consultant shall promptly notify the City should Consultant be
served with any summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or subpoena from
any party regarding this Agreement and the work performed thereunder. The City retains the right,
but has no obligation, to represent Consultant or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the
opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover,
Consultant with respect to any documents and materials that may qualify as "works made for hire"
as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for
hire" for the City.
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in
the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default. In the event that Consultant is in default under the terms
of this Agreement, the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default. Instead, the City may give notice to
Consultant of the default and the reasons for the default. The notice shall include the timeframe in
which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may
01007.0001/126974.1 -6-
be extended, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. If Consultant does not cure the default, the City may take necessary steps to terminate
this Agreement under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to
Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under
this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Contract at any time, with or
without cause, upon thirty (30) days' written notice to Consultant, except that where termination
is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this
Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except
that where termination is due to the fault of the City, the period of notice may be such shorter time
as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be
entitled to compensation for all services rendered prior to the effective date of the notice of
termination and'for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer. In the event
the Consultant has initiated termination, the Consultant shall be entitled to compensation only for
the reasonable value of the work product actually produced hereunder, but not exceeding the
compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of
termination without cause pursuant to this Section, the terminating parry need not provide the non -
terminating parry with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Consultant. If termination is due to the failure of
the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the
provisions of Section 7.2, take over the work and prosecute the same to completion by contract or
otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the
services required hereunder exceeds the compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages), and City may withhold any payments to
the Consultant for the purpose of set-off or partial payment of the amounts owed the City as
previously stated.
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8. MISCELLANEOUS
8.1 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or
other protected class in the performance of this Agreement. Consultant shall take affirmative action
to ensure that applicants are employed and that employees are treated during employment without
regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national
origin, ancestry, or other protected class
8.2 Non -liability of City Officers and Employ. No officer or employee of
the City shall be personally liable to the Consultant, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer (with her/his name and
City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other parry of the change of address in writing.
Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)
hours from the time of mailing if mailed as provided in this Section.
8.4 Integration, Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdidtion, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the parties
hereunder unless the invalid provision is so material that its invalidity deprives either party of the
basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -
defaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement, the
prevailing party in such action or proceeding, in addition to any other relief which any be granted,
01007.0001/726974.1 -8
whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter
proceeds to judgment.
8.8 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
8.9 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
8.10 Warranty & Representation of Non -Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall. any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation. The determination of "financial interest" shall be
consistent with State law and shall not include interests found to be "remote" or "noninterests"
pursuant to Government Code Sections 109 I or 1091.5. Consultant warrants and represents that it
has not paid or given, and will not pay or give, to any third party including, but not limited to, any
City official, officer, or employee, any money, consideration, or other thing of value as a result or
consequence of obtaining or being awarded any agreement. Consultant further warrants and
represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion
that would result in the payment of any money, consideration, or other thing of value to any third
party including, but not limited to, any City official, officer, or employee, as a result of
consequence of obtaining or being awarded any agreement. Consultant is aware of and understands
that any such act(s), omission(s) or other conduct resulting in such payment of money,
consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant's Authorized Initials
8.11 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering
into this Agreement does not violate any provision of any other Agreement to which said party is
bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties.
[Signatures on the following page.]
01007.0001/726974.1 -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
ATTEST:
4�4SON,
11
4
UNL1N�
Jo 1�'. Carroll. Sr.
Chief Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[rill
CITY.-
CITY
ITY:
CITY OF CARSON, a municipal corporation
r
Sharon Lande s, r
CONSULTANT:
BLX GROUP, LLC,
a Delaware limited liabili company
By: )1112wti�
Name: Robin Schlimgen
Title: Managing Director
By:._—
Name: Glenn R. Casterline
Title: Managing Director
Address: 777 South Figueroa Street, Suite 3200
Los Angeles, CA 90017
Two corporate officer signatures required when Consultant is a corporation, with one signature
required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and
2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER
RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01007.0001,726974.1 -10-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2021 before me, personally appeared . proved to me on the
basis of satisfactory evidence to be the persoa(s) �ihose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in lus/ller/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY wider the laws of the State of Cahforria that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.0001/726974.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2021 before me, , personally appeared . proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the pelson(s).acted,
executed the insmunent.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachunent of this form
CAPACITY CLAIMED BY SIGNER
❑
❑
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.000ln26974.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERS) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Perform calculations relating to the arbitrage and rebate requirements contained in
the Internal Revenue Code (IRC). The calculations are to be performed with respect to all
bond issues requested by the City by applying applicable federal tax rules. The calculations
are to be based upon data provided by the City, as specified by reasonable requests of the
Consultant. Consultant is authorized to obtain data held by a Trust Bank concerning funds
and accounts established with regard to all bond issues(s) related to the calculations
requested by the City. Consultant is authorized to request electronic access to the data held
by a Trust Bank, as well as any other format useful to the Consultant and available to the
Trust Bank. Consultant is entitled to rely on data provided by the City and the Trust Bank
and/or their agents and assigns without independent verification. The City agrees to inform
Consultant of any actual or planned early redemption of the bond issue(s) at its earliest
opportunity.
B. If a "penalty in lieu of rebate" election under IRC Section 148(t)(4)(C)(vii) has been
made by the City with respect to the Bonds, consultant 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.
C. If required or requested by the City, consultant will include in each report delivered
to the City an analysis of compliance with applicable arbitrage yield restrictions.
A Consultant is not engaged and 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 U.S.
Treasury Regulations;
2. Perform an audit or review of the investments acquired with gross proceeds
or the payment of debt service on the bond issue(s),-
3.
ssue(s);
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 bond issue(s) or any other
aspect of the bond program except for rebate and penalty liability to the
extent set forth in paragraphs A through C, above;
5. Consider any information obtained by Consultant pursuant to this
engagement for any purpose other than determining such rebate and penalty
liability; and
01007.0001/726974.1 A-1
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.
H. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Schedules reflecting the relevant calculations and the assumptions involved, and a
rebate or penalty liability report addressed to the City as to the amount of the rebate or
penalty liability as of each calculation date.
B. Each rebate or penalty liability report will include a legal opinion provided by a
law firm, as engaged by consultant to provide 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.
M. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance, upon request by
the City.
IV. All work product is subject to review and acceptance by the City. Changes or
revisions at the request of the City requiring recalculation and not due to Consultant
error may be subject to additional charges. If changes are due to the error of the
Consultant, the work product must be revised by the Consultant without additional
charge to the City until found satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
Robin Schlimgen, and Consultant personnel under the exclusive direction of Robin
Schlimgen.
01007.0001/726974.1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is hereby amended as follows (deletions shown in strilethrough. and
additions shown in bold italics):
I. Section 2.2, "Invoices," of the Agreement is hereby amended to read in its entirety as
follows:
"2.2 Invoices. Each ffient1 Consultant shall furnish to City an efgi-nal invoice
electronically for all work performed and expenses incurred during the p -eeed ng month no later
than thirty (30) days after the completion of bond calculation in a form approved. by City's
Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is
certifying compliance with all provisions of the Agreement. The invoice shall detail charges for
all necessary and actual expenses by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall also be
detailed by such categories. Consultant shall not invoice City for any duplicate services performed
by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether
the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty
five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant
acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that
payment will occur within this time period. In the event any charges or expenses are disputed by
City, the original invoice shall be returned by City to Consultant for correction and resubmission.
Review and payment by the City of any invoice provided by the Consultant shall not constitute a
waiver of any rights or remedies provided herein or any applicable law."
ll. Section 3.4, "Term," of the Agreement is hereby amended to read in its entirety as
follows:
"3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the services but not
exceeding tivo ane (2+) years from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit "D")."
M. Section 5.1, "Insurance Coverages," of the Agreement is hereby amended to read in
its entirety as follows:
"5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance which shall cover all elected
and appointed officers, employees and agents of City:
C-1
01007.0001/726974.1
(a) Commercial General Liability Insurance (Occurrence Form
CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per
occurrence basis for bodily injury, personal injury and property damage. The policy of insurance
shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is
used, either the general aggregate limit shall apply separately to this contract/location, or the
general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for the Consultant against
any loss, claim or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Consultant in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87)including "any
auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not less
than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence
and property damage liability limits of $150,000 per occurrence or (ii) combined single limit
liability 'of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired
cars, and any other automobile.
(d) Professiotial Liability. Professional liability insurance appropriate to
the Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 3 -5 -year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
(f) Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein."
IV. Section 6.3, "Confidentiality and Release of Information," of the Agreement is hereby
amended to read in its entirety as follows:
"6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
01007.0001/726974.1
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the Contract
Officer or unless requested by the City Attorney, voluntarily provide documents, declarations,
letters of support, testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement. Response to a subpoena or court order shall
not be considered "voluntary" provided Consultant gives the City notice of such court order or
subpoena.
(c) If Consultant provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for
any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Consultant's conduct.
(d) Consultant shall promptly notify the City should Consultant be served with
any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. The City retains the right, but has
no obligation, to represent Consultant or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the
opportunity to review any response to discovery requests provided by Consultant. The City will be
fully responsible for any legal expenses incurred by the City should the City exercise its right to
represent the Consultant."
V. Section 6.4, "Ownership of Documents," of the Agreement is hereby amended to read
in its entirety as follows:
"6.4 Ownership of Documents. All studies, surveys, data, notes, computer files,
reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover,
with the exception of Computer Files, Consultant with respect to any documents and materials
that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and
materials are hereby deemed "works made for hire" for the City. Notwithstanding the above, City
acknowledges that it has no ownership in the methods of analysis, spreadsheet tiles or report
templates used by Consultant to develop reports provided by Consultant and will not be provided
spreadsheet models or report templates that Consultant deems proprietary ("Computer Files').
Put another way, documents and materials shall be exclusive of proprietary software relating to
calculations for the reporting requirements of the City, and Consultant will not provide the
formulas and software as part of any calculations."
01007.0001/726974.1
VI. Section 7.2, "Disputes; Default," of the Agreement is hereby amended to read in its
entirety as follows:
"7.2 Disputes, Default. In the event that Consultant is in default under the terms of this
Agreement, the City shall not have any obligation or duty to continue compensating Consultant
for any work performed after the date of default. Instead, the City may give notice to Consultant
of the default and the reasons for the default. The notice shall include the timeframe in which
Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be
extended, if circumstances warrant; in no circumstance ►vill the timeframe be less than thirty (30)
(lays. During the period of time that Consultant is in default, the City shall hold all invoices and
shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure
the default, the City may take necessary steps to terminate this Agreement under this Article."
VII. Section 7.4, "Termination Prior to Expiration of Term," of the Agreement is hereby
amended to read in its entirety as follows:
"7.4 Termination Prior to Expiration of Term. This Section shall govern any termination
of this Contract except as specifically provided in the following Section for termination for cause.
The City reserves the right to terminate this Contract at any time, with or without cause, upon
thirty (30) days' written notice to Consultant, except that where termination is due to the fault of
the Consultant, the period of notice is reduced to ten (10) (laysmay be sueh shefteF tiflie as ......, be
determined by the Conti-ac4 OffieeF In addition, the Consultant reserves the right to terminate this
Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except
that where termination is due to the fault of the City, the period of notice may be such shorter time
as the Consultant may detennine. Upon receipt of any notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be
entitled to compensation for all services rendered prior to the effective date of the notice of
termination and for any services authorized by the Contract Officer thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer. In the event
the Consultant has initiated termination, the Consultant shall be entitled to compensation only for
the reasonable value of the work product actually produced hereunder, but not exceeding the
compensation provided therefore in the Schedule of Compensation Exhibit "C". in the ,.y ent of
termination without eause pursuant to this Seetion, !he iefmina4ing party need not pr-evide the non
terminating party with-irc9 E�pp6rtuni�y t6 pursuant to Seel on 7.-2-."
VIII. Section 8.3, "Notice," of the Agreement is hereby amended to read in its entirety as
follows:
"8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer (with her/his'name and
City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other party of the change of address in writing.
01007.0001/726974.1
Notice shall be deemed communicated at the time personally delivered or after three (3) business
days i-' „. .. e (72) hours from the time of mailing if mailed as provided in this Section."
IX. Section 8.12, "Conflict of Interest Disclosure," is hereby added to the Agreement to
read in its entirety as follows:
"8.12 Conflict of Interest Disclosure. "Consultant and/or Orrick, Herrington & Sutcliffe
may have client relationships with other parties involved in some manner concerning 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 the Agreement, City hereby waives any such
conflict."
01007.0001/726974.1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
Bond4ssue
Computation Period
Reporting Fee
Assessment District, Series 1992
9/2/2022
$2,700
Reassessment Series 2007A
9/15/2020
$900
Tax Allocation Housing Bonds, 2010
Series A
10/1/2020
$2,700
Reassessment Rev Ref Bonds, 2019
7/11/2020, 7/11/2021,
7/11/2022
$2,700
Measure M&R, Series 2019
10/31/2020,
10/31/2021
$2,700
Tax Allocation Housing Ref Bonds,
Series 2018
3/15/2023
$2,250
Tax Allocation Housing Ref Bonds,
2020 Series B
9/3/2021, 9/3/2022
$1,800
Contingency for additional
calculations on an as -needed basis
$3,600
Total
$19,350
H. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services. NOT APPLICABLE
M. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task sub -budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved
per Section 2.3.
1V. The City will compensate Consultant for the Services performed upon submission of a
valid invoice, in accordance with Section 2.2. Each invoice is to include:
A. Line items for all charges.
B. Line items for all materials and equipment properly charged to the Services.
01007.0001 /726974.1
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed $ 19,350, as provided in
Section 2.1 of this Agreement.
01007.0001 726974.1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following
schedule:
Each report requested by the City will be delivered to the City electronically within 30 days
of the City's written authorization to proceed with the requested report; provided, however,
that the data needed to prepare the report has been obtained by Consultant from the Trust
Bank or City, as the case may be, at the time the written authorization to proceed is issued
by the City, In the event Consultant should receive such data after City's issuance of the
authorization to proceed, the 30 day period will be extended by the period of time between
authorization issuance and Consultant's receipt of the requisite data.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Schedules reflecting the relevant calculations and the assumptions involved, and a
rebate or penalty liability report addressed to the City as to the amount of the rebate or
penalty liability as of each calculation date.
B. Each rebate or penalty liability report will include a legal opinion provided by a
law firm, as engaged by Consultant to provide 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.
III. The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
D-1
01007.0001/726974.1
Client#: 1545435
CIRRICHER
ACORD-.CERTIFICATE OF LIABILITY INSURANCE
DATE /DD/YYYY)
126!2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER,
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer any rights to the certificate holder in lieu. of such endorsement(s).
PRODUCER
USI insurance Services, LLC
201 Mission St 11th FI
San Francisco, CA 94105
628 201-9001
NAME: CT AVonnl McCreary
PHONE 925-214-0146FAX
AIC, No, ExtJ: A/C, No
I E-MAIL cre
v nni m
ao.ca
ADDRESS: ry@usi,cvm
INSURER(S) AFFORDING COVERAGE
_ _NAIC# _
Great Northern Insurance Company INSURER A : p Y 20303
INSURED
BLX Group, LLC
777 South Figueroa Street, Suite 3200
Los Angeles, CA 90017
INSURER B: Federal Insurance Company 20281
INSURER C
1 INSURER D
INSURER E
---
INSURER F:
�
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL SUBR
INSR WVD
POLICY NUMBER
POLICY EFF
MM/DDIYYYY
POLICY EXP
MM/DD/YYYY
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
35821151
06/01/2021
06/01/2022
EACH OCCURRENCE $1,000,000
CLAIMS-MADECX OCCUR
. I
pAMAGES (RENTEDEaoccurrence$1,000,000
REMISES 1 000 000
P-__
MED EXP (Any one person) $10000 _
X1
X' Host Liquor Included
X Ind. Contractors
PERSONAL & ADV INJURY S 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE s2,000,000
X: POLICY " PR -
POLICY LOC
-PRODUCTS -COMP/OPAGG slncl Gen Arc g_
_OTHER:
B
AUTOMOBILE LIABILITY
74996569
6/01/2021
06/01/202
COMBINED SINGLE LIMIT 000
Ea accident $1,000,
BODILY INJURY (Per person) $
ANY AUTO
I
OWNED SCHEDULED
AUTOS ONLY AUTOS
i
i
I
BODILY INJURY (Per accident) $
PROPERTY DAMAGE $
_(Per accident_._—.—__. -$ —
HIRED NON -OWNED
X AUTOS ONLY X AUTOS ONLY
13
UMBRELLALIAB X OCCUR
79820023
6/0112021
06/01/2022
EACH OCCURRENCE $5,000,000
.AGGREGATE S5 000 000
EXCESS LIAB CLAIMS -MADE
DED _ RETENTIONS
I
S„
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N
OFFICER/MEMBER EXCLUDED?
F7
I
N / A j
PER OTH-
ISTAT T
E.L. EACH ACCIDENT S
E,L. DISEASE - EA EMPLOYEE $
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT $
I
i
I
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
The City, its elected and appointed officers, employees, volunteers and
agents are included as additional insureds as it relates to general
liability and auto liability and waiver of subrogation is granted as it
relates to general liability and auto liability in accordance with the
terms and conditions of the policy. The general liability policy is
primary and non contributory where required by written contract.
City of Carson
701 East Carson Street
Carson, CA 90745
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
n'1988-2015 ACORD CORPORATION. All rights reserved
ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S32177026/M32164315 JZGZP
This page has been left blank intentionally.
74996569 COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.
1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. — CANCELLATION - of the
COMMON POLICY CONDITIONS form IL 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if
we cancel for any other reason.
2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named Insured shown in the Declarations is
amended to include:
1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.
However, the Named Insured does not include
any subsidiary that is an "insured" under any
other automobile policy or would be an
"insured" under such a policy but for its
termination or the exhaustion of its Limit of
Insurance.
2. Any organization that is acquired or formed by
you and over which you maintain majority
ownership. However, the Named Insured
does not include any newly formed or acquired
organization.
(a) That is an "insured" under any other
automobile policy;
(b) That has exhausted its Limit of Insurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation,
Coverage does not apply to "bodily injury" or
"property damage" that results from an "accident"
that occurred before you formed or acquired the
organization.
B. Employees as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION 11— LIABILITY COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto' you don't own, hire or
borrow in your business or your personal
affairs.
C. Lessors as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is
amended to add the following:
e. The lessor of a covered "auto" while the
"auto' is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor; and
(2) The "auto" is leased without a driver.
Such leased "auto" will be considered a
covered "auto" you own and not a covered
`auto" you hire.
However, the lessor is an "insured" only
for "bodily injury" or "property damage"
resulting from the acts or omissions by:
1. You;
2. Any of your "employees" or agents;
or
1 Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto` with the
permission of any of 1. and/or 2.
above.
D. Persons And Organizations As Insureds
Under A Written Insured Contract
Paragraph A.1 — WHO IS AN INSURED — of
SECTION li — LIABILITY COVERAGE is
amended to add the following:
f. Any person or organization with respect to
the operation, maintenance or use of a
covered `auto", provided that you and
such person or organization have agreed
under an express provision in a written
"Insured contract", written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an "insured".
However, such person or organization is
an "insured" only:
Form: 16-02-0292 (Rev. 11-16) Page 1 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
3.
4.
S.
(1) with respect to the operation,
maintenance or use of a covered
"auto% and
(2) for "bodily injury" or "property damage"
caused by an 'accident" which takes
place after:
(a) You executed the "insured
contract" or written agreement; or
(b) The permit has been issued to
you.
FELLOW EMPLOYEE COVERAGE
EXCLUSION 8.5. - FELLOW EMPLOYEE — of
SECTION 11— LIABILITY COVERAGE does not apply.
PHYSICAL DAMAGE -- ADDITIONAL TEMPORARY
TRANSPORTATION EXPENSE COVERAGE
Paragraph AA.a. --TRANSPORTATION EXPENSES
—of SECTION III —PHYSICAL DAMAGE
COVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.
AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. — COVERAGE EXTENSIONS - of
SECTION III — PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c, Unpaid Loan or Lease Amounts
In the event of a total "foss' to a covered "auto", we will
pay any unpaid amount due on the loan or lease for a
covered "auto" minus:
1. The amount paid under the Physical Damage
Coverage Section of the policy; and
2. Any:
a. Overdue loan/lease payments at the time of
the "loss%
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage;
c. Security deposits not returned by the lessor:
d. Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or lease;
and
e. Carry-over balances from previous loans or
leases.
We will pay for any unpaid amount due on the loan or
lease if caused by:
1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto";
2. Specified Causes of Loss Coverage only if the
Declarations indicate that Specified Causes of
Loss Coverage is provided for any covered "auto";
or
3. Collision Coverage only if the Declarations indicate
that Collision Coverage is provided for any
covered "auto.
6. RENTAL AGENCY EXPENSE
Paragraph A. 4. — COVERAGE EXTENSIONS — of
SECTION III — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
d. Rental Expense
We will pay the following expenses that you or
any of your "employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:
MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:
1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or "loss' of, that vehicle, including
income lost due to absence of that vehicle for
use as a replacement;
2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered `loss"; and
3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.
4. $7,500 maximum total amount for paragraphs
1., 2. and 3. combined.
7. EXTRA EXPENSE — BROADENED COVERAGE
Paragraph A.4. — COVERAGE EXTENSIONS — of
SECTION IIi — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
e. Recovery Expense
We will pay for the expense of returning a
stolen covered "auto" to you.
8. A1RSAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS — of SECTION
III — PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.
9. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT - BROADENED COVERAGE
Paragraph C1.b. — LIMIT OF INSURANCE - of
SECTION Iii - PHYSICAL DAMAGE is deleted
and replaced with the following:
b. $2,000 is the most we will pay for "loss" in any
one "accident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
10. GLASS REPAIR —WAIVER OF DEDUCTIBLE
Form: 16-02-0292 (Rev. 11-16) Page 2 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
Under Paragraph D. - DEDUCTIBLE — of
SECTION III — PHYSICAL DAMAGE COVERAGE
the following is added:
No deductible applies to glass damage if the glass
is repaired rather than replaced.
11. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE — of SECTION III --
PHYSICAL DAMAGE COVERAGE is amended to
add the following:
If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident", the following applies:
I . If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived; or
2. If the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF
AN ACCIDENT, CLAIM, SUIT OR LOSS of
SECTION IV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
a. In the event of "accident', claim, "suit` or
"loss", you must promptly notify us when the
"accident" is known to:
(1) You or your authorized representative, ii
you are an individual;
(2) A partner, or any authorized
representative, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
limited liability company.
Knowledge of an "accident", claim, 'suit" or
"loss" by other persons does not imply that the
persons listed above have such knowledge.
Notice to us should include:
(1) How, when and where the `accident" or
"loss" occurred;
(2) The'insured's" name and address; and
(3) To the extent possible, the names and
addresses of any injured persons or
witnesses.
13. WAIVER OF SUBROGATION
Paragraph A.S. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION IV — BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
5. We will waive the right of recovery we would
otherwise have against another person or
organization for "loss" to which this insurance
applies, provided the 'insured' has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such "loss".
To the extent that the "insured's' rights to
recover damages for all or part of any
payment made under this insurance has not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rights and
must do nothing after "accident" or "loss" to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us enforce them.
14. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
Paragraph B.2. — CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
IV — BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we will
not void coverage under this Coverage Form
because of such failure.
15. AUTOS RENTED BY EMPLOYEES
Paragraph B.5. - OTHER INSURANCE of
SECTION IV — BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire. If an
"employee's" personal insurance also applies
on an excess basis to a covered "auto" hired
or rented by your "employee" on your behalf
and at your direction, this insurance will be
primary to the "employee's" personal
insurance.
15. HIRED AUTO — COVERAGE TERRITORY
Paragraph 8.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION IV —
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered "auto" of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 45 days or
less; and
17. RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V — DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
injury' sustained by that person.
Form: 16-02-0292 (Rev. 11-16) Page 3 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
This page has been left blank intentionally.
Liability Insurance
Endorsement
Policy Number
Insured
Name of Company
This Endorsement applies to the following forms:
3582-1I-51 PLE
ORRICK, HERRINGTON & SUTCLiFFE LLP
GREAT NORTHERN INSURANCE COMPANY
Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following
provision is added:
Conditions
Transfer Or Waiver Of However, we waive any right of recovery we may have against the designated person or organization
Bights Of Recovery shown below because of payments we make for injury or damage arising out of your ongoing
Against Others operations or done under a contract with that person or organization and included in the
products-cnmplet;ed operations b azard. This waiver applies to the designated person or
organization.
Designated Person Or Organization
PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR
AGREEMENT, TO PROVIDE WITH SUCH INSURANCE
AS IS AFFORDED BY THIS POLICY.
Liabiffty tnsurarne Condition - Wafvar Of Transfer Of Rfghfs Of Recovery contkwed
Form 8U -D2 2362 (Rev. 4-01) Endorsement Page i
This page has been left blank intentionally.
Llabiiity Insurance
Endorsement
Policy Number
Insured
Name of Company
This Endorsement applies to the following forms:
Who Is An Insured
3582-11 51 PLE
ORRICK, HERRINGTON & SUTCLIFFE LLP
GREAT NORTHERN INSURANCE COMPANY
Under Who Is An insured, the following provision is added.
Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are
Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by
Or Organization this policy.
However, the person or organization is an insured only:
• if and then only to the extent the person or organization is described in the Schedule;
• to the extent such contract or agreement requires the person or organization to be afforded
status as an insured;
• for activities that did not occur, in whole or in part, before We execution of the contract or
agreement; and
• with respect to damages, loss, cost or expense for injury or damage to which this insurance
applies.
No person or organization is an insured under this provision:
that is more specifically identified under any other provision of the Who Is An Insured
section (regardless of any limitation applicable thereto).
am my Insurance AMdaru i kmffod - Schedaled ?arson Or Organinfibn confhxred
Form 80-W-23871Rev. 5-0Tj Enddrwn ent Page t
Who Is An Insured
Addiflonal Insured - with respect to any assumption of liability (of another person or organization) by them in a
Scheduled Person contract or agreement. This limitation does not apply to the liability for damages, loss, cost or
Or Organization expense for injury or damage, to which this insurance applies, that the person or organization
('con finUed) would have in the absence of such contract or agrcement.
Under Conditions, the following provision is added to the condition titled Other Insurance.
CondNons
Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization
Primary, NVoncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case
Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person
Person Or Organization or organization.
Schedule
PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR
AGREEMENT, TO PROVIDE WITH SUCH INSURANCE
AS IS AFFORDED BY THIS POLICY_
Ail other terms and conditions remain unchanged.
Llab tp frrsurence Addltforrallnsured - Scheduled Person Or OManlwfan lestpage
Fofm 80-02-2387 (Rev. 5-07) Endoreament page 2
C H u B B° Policy Conditions
Endorsement
Policy Period
Policy Number 3582-11-51 PLE
Insured ORRICK. HERRINGTON & SUTCLIFFE LLP
Name of Company GREAT NORTHERN INSURANCE COMPANY
This Endorsement applies to the following forms:
PROPERTY DECLARATIONS
LIABILITY DECLARATIONS
Named Insured
The Named Insured is amended to include the following:
ORRICK, HERRINGTON & SUTC1.= LLP
BLX GROUP, LLC
Poflcy corwacm Named hVUMd continued
Farm 80-02-9301 (Ed. 2-88) Endorsement pilga 1