CITY OF FULLERTON
PROFESSIONAL SERVICES AGREEMENT
WITH
URBAN FUTURES, INC.
THIS AGREEMENT is made and entered into this 16
th day of March , 2022 (“Effective
Date”), by and between the CITY OF FULLERTON, a California municipal corporation (“City”), and Urban Futures, Inc., a California Corporation (“Consultant”).
W I T N E S S E T H :
A. City proposes to utilize the services of Consultant as an independent contractor to provide certain Debt Issuance Services and Municipal Advisory Services and Pension and Other Post-Employment Benefits (OPEB) Funding Strat egy Development Services, as more fully described herein.
B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.
C. City and Consultant desire to contract for the specific services described herein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services.
Subject to Section 2.2 of this Agreement, Consultant shall provide the professional services described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by this reference.
1.2. Professional Practices. All professi onal services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
URBAN FUTURES, INC. (UFI)
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employm ent and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.
1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services sim ilar to the services that are subject to this Agreement or may have its own employees perfo rm services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.
1.8. Confidentiality. Employees of Consult ant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if discl osure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit “B”.
2.2. Additional Services. Consultant may perform the additional services described in Exhibit “A” Section C attached hereto and incorporated herein by this reference if specifically engaged to do so by City. Consultant shall not re ceive compensation for any services provided
URBAN FUTURES, INC. (UFI)
outside the scope of services specified in Exhibi t “A” Section C unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifica lly understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within fourty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Se rvices” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager fo r inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.
2.5. W-9. Consultant must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Consultant’s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue through April 30, 2026 with two one-year options to renew upon written agreement by the parties, unless terminated as provided herein.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.
The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including
URBAN FUTURES, INC. (UFI)
the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.
4.4. Documents. In the event of termi nation of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.
Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.
5.2. Minimum Scope and Limits of Insurance.
A. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance coverage in a form at l east as broad as ISO Form #CG 00 01, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.
B. Business Automobile Liability Insurance. Consultant shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.
C. Workers’ Compensation and Employers’ Liability Insurance. Consultant shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.
D. Professional Liability Insurance. Consultant shall maintain professional liability insurance appropriate to Consultant’s profession with a limit of not less than $2,000,000.
Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If policy is written as a “claims made” policy, the retro date of the policy shall be prior to the start of the contract work.
URBAN FUTURES, INC. (UFI)
E. Employee/Officer Fidelity Bond. Consultant shall maintain a fidelity bond with a minimum limit of $1,000,000, providing coverage for the acts of all employees, officers and directors of Consultant.
F. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance coverage with a limit of not less than $2,000,000 per claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include but not be limited to claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security.
The policy shall provide coverage for breach response costs as well as regulatory fines, penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.
5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:
A. Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which Consultant is conducting ongoing operations for City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.
B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not contribute with it.
C. Professional Liability. If the Profes sional Liability policy is written on a “claims made” form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least (5) years after completion of the contract work. If the coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting coverage” for a minimum of five (5) years after completion of work.
D. Workers’ Compensation and Employers’ Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City.
E. Employee/Officer Fidelity Bond, City shall be named as third party beneficiary for losses arising from work done on behalf of City.
F. All Coverages. Each insurance policy required by this clause shall be
URBAN FUTURES, INC. (UFI)
endorsed to state that coverage shall not be canceled, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.
If Consultant maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
G. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Consultant shall ensure that City is an additional insured on insurance required from subconsultants.
H. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
5.5 Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST’S ratings of no less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.
All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST’S rating of no less than A- Class X may be accepted if Consultant evidences the requisite need to the sole satisfaction of City.
5.6 Verification of Coverage. Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions.
Additionally, Consultant shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.
City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may i ssue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
URBAN FUTURES, INC. (UFI)
6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
Urban Futures, Inc.
17821 East 17
th Street, Suite 245
Tustin, CA 92780
Attn: Michael Bush, CEO
City of Fullerton
303 W. Commonwealth Ave.
Fullerton, CA 92832
Attn: Director of Administrative Services
6.5. Attorneys’ Fees. In the event that lit igation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereu nder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.
6.7. Assignment. Consultant shall not vo luntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. To the fullest extent of the law, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Consultant’s sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its el ected officials, officers, agents, and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by
URBAN FUTURES, INC. (UFI)
the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work perfo rmed by Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have cont rol over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless fr om any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for t he payment of any empl oyee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render
URBAN FUTURES, INC. (UFI)
any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shal l be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any fo rm, including but not limited to, computer tapes, discs, files, audio tapes or any other Project rela ted items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepar ed by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq .).
Exceptions to public disclosure may be those doc uments or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any tr ade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior writt en approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, ex penses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.
6.16. Prohibited Employment. Consultant w ill not employ any regular employee of City
URBAN FUTURES, INC. (UFI)
while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in th is Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the perfo rmance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall no t be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
EXHIBIT A
SCOPE OF SERVICES
Exhibit A
Scope of Services
I. General
A. Debt Issuance Services and Municipal Advisory Services
1. Pre-issuance Assistance
a) Evaluate possible financing options for the City including analysis of taxing and bonding capacity for new money issuances and continued assessment of outstanding bond issues for refinancing potential.
b) Prepare financing schedule based on the City’s needs, advise the City on reasons for proposed changes to the schedule and the logic behind such alterations and assist all parties in time management to keep the bond issuance moving forward on the City’s timeline.
c) Advise the City in evaluating all available options for credit enhancement, method of sale, and the type and terms of any bonds to be issued.
d) Conduct Request for Proposal (RFP) process for bond team, including underwriter, bond counsel and disclosure counsel for the potential new bond issuances and refinancing of existing bonds, verification agent, trustee, etc.
e) Assist in structuring and marketing bond transactions for competitive sale (if applicable) through consistent communication with underwriter’s and investors.
f) Coordinate and minimize debt issuance costs with various professionals.
g) Create presentations and attend any meetings or conference calls as required or requested by the City related to pre-issuance, including but not limited to, Resolution of Intent council meetings, financing team interviews and discussions of financing models and needs.
2. Financial Condition Review
a) Evaluate possible financing options for the City using commonly accepted standards.
b) Review, evaluate, and comment on adequacy of prepared financial forecast studies.
c) Prepare a written report regarding the feasibility of issuing bonds through analysis of revenues and/or funds pledged to support the bonds. Present such report to the City Council if requested.
3. Financing and Legal Document Preparation and Review
2 a) Coordinate RFP process for the debt issuance team. b) Attend organizational, document review, and special meetings or conference calls related to the bond financing as required or requested by the City.
c) Evaluate, advise, and consult with the City and disclosure and/or bond counsel regarding financial and non-financial bond covenants of each bond issue.
d) Assist in furnishing material and data to rating agencies, bond insurers, letter of credit providers and other professionals as needed to facilitate the issuance process.
e) Advise staff as to relevant criteria applied by major rating agencies, develop written presentations for rating agencies, prepare staff in advance of rating presentations, and participate in the rating presentations by attending rating meetings or conference calls.
4. Official Statement Preparation and Review
a) Lead team discussions in conjunction with disclosure and/or bond counsel on form, content and sufficiency of information in the official statements.
b) Provide financial data and statistics relating to the City and the specific bond issuance, review the Preliminary and Final Official Statements in conjunction with disclosure and/or bond counsel and ensure that data included in the documents accurately reflects the City’s current financial state.
c) Coordinate with the City and third parties to achieve an acceptable and timely market reception for the Bonds and the Official Statements, while making appropriate disclosure as approved by the City and make certain that all aspect of rule 15(c)2-12 of the Securities Exchange Act are met.
5. Pricing of Bond Issue
a) Competitive Sale:
(1) Market the bonds through consistent communication with underwriters, coordinate presale advertisement of bonds in known publications, such as the Bond Buyer and
Bloomberg, and advise the City as to appropriate timing of the competitive sale to ensure maximum market
participation.
(2) Advise as to the structure of the bonds, including size maturity schedules, call provisions, credit enhancement and other matters.
(3) Coordinate the call for bids, evaluation of bids,
recommendation to the City regarding sufficiency of bids, and awarding of bonds.
(4) Assist in resizing or restructuring of bonds based on bidding results, if necessary.
(5) Prepare post sale analysis report based on bid results, including comparable sales data.
b) Negotiated Sale:
(1) Identify and assist in the selection of competent
underwriters to sell bonds, distinguishing among
investment banking firms in terms of the areas in which they are best able to function, such as but not limited to, institutional vs. retail sales distribution, variable rate or fixed rate structures, short-term, intermediate-term, or long-term maturities.
(2) Recommend structure of underwriting team based on the analysis of past performance (i.e., co-managers, selling group, syndicate, etc.).
(3) Coordinate pricing meetings and offerings of negotiated issues with the City and underwriter(s).
(4) Review, monitor, and advise the City in negotiating interest rates and spreads based on analysis of current vs.
historical market conditions.
6. Bond Closing (in coordination with bond counsel, trustee, paying agent and other professionals where applicable)
a) Review closing memorandum with bond counsel to confirm activities at closing and the role of each party.
b) Coordinate closing process through consistent communication with all relevant parties to make certain each correctly understands its role in the process.
c) Oversee procedures resulting in the pre-closing and closing of the sale of securities and the delivery of funds to the appropriate parties.
d) Assist City in evaluating the initial investment of bond proceeds for construction fund, debt service fund, escrow fund, cost of issuance fund, etc.
e) Monitor the flow of funds to ensure proper deposit of all monies and treatment of any excess deposit in cost of issuance, escrow funds or construction funds, if necessary.
7. Special Meetings with the City
(1) Attend City Council meetings and any special meetings and/or conference calls with the City, disclosure and/or bond counsel, bond insurers, rating agencies, or any other third parties as the City deems necessary to facilitate the issuance process.
4 8. Additional General Municipal Advisory Services (on an as-needed basis)
(1) Financial Planning and Management Services
(a) Periodically monitor outstanding debt issues for
refunding opportunities, update the Administrative
Services Director on findings and advise when and
when not to issue refunding bonds based on
savings analysis and market trends.
(b) Investigate, analyze and formulate financing
alternatives, programs and strategies considering
the City’s objectives, existing debt structure, fund
balances and rate structures.
(c) Prepare and present to City officials, staff and
Council (if requested), financing plans and other
preliminary reports and plans leading to eventual
financing activities.
(d) Prepare and present to City officials, staff and
Council (if requested), analyses of the City’s
financing options.
(e) Assist in the development of policy options for the City’s application in financial and financing
situations.
(f) Evaluate the City’s options for project phasing
plans, and various financing strategies for specific
circumstances, including but not limited to,
traditional bond offerings, private placement, limited
offerings, local bank and public financing
approaches.
(2) Capital Financing Services
(a) Periodically assemble, review and analyze
information regarding the City’s financial status,
debt structure, economic base and related matters
pertaining to financing and capital requirements.
(b) Advise the City on capital market information and
conditions, interest rate trends and financing terms,
including maturity and amortization schedules,
redemption provisions, additional debt provisions,
covenants and credit enhancement, and other
issues applicable to the City.
(c) Develop economic modeling, sensitivity analyses
and general information relevant to structuring and
financing alternatives, discussing positive and
negative considerations to enhance the decision
making process.
(d) Advise the City as to overall structure of each
financing issue, including size and timing, maturity
schedules, call provisions and other matters.
(e) Work with the City’s disclosure and/or bond counsel in the development of financing documentation.
(3) Special Project Needs
(a) Prepare financial analysis as requested that may or may not be directly related to a current or proposed
financing issue, including but not limited to,
financial projections, economic modeling, attending
meetings, and offering advice on decisions that
may impact the City’s finances.
(b) Provide on-call advice as requested by the City in
relation to any and all financial matters.
(c) Provide detailed research and updates on financial
market conditions that may affect the City through
regular reporting.
(4) Assist in the Development of Policies to address
(a) Debt Management and Issuance
(b) Pension and OPEB Obligations
(c) Investment Portfolio
(d) Any other policies to provide governance over City
liabilities
(5) Assist in the selection of an investment advisor
(a) Prepare request for proposals and assist City with
evaluation/selection process for an investment
advisor
9. Other Requirements
a) Firms interested in serving as the City’s municipal advisor should make note of the following conditions:
b) Whether competition or negotiated sales, the selected firm will be forbidden from participating, whether alone or in an underwriting syndicate, in the bidding on or negotiation for purchase of the City’s bonds. The selected firm will be required to acknowledge its desire to serve as municipal / financial advisor only to the City. c) The municipal advisor shall circulate analysis and documents to and coordinate its services to the extent requested by the City.
The City reserves the right to consider what weight should be afforded to the advice of the municipal advisor.
d) The municipal advisor must agree that throughout the term of the agreement it will continue to deliver services for bond issues that may not close and provide ongoing advice, assistance or analysis on other City related financing issues without additional compensation from the City.
e) As a fiduciary to the City, the selected municipal advisor shall not benefit from the advice provided to the City independently from the benefit conferred through the contractual arrangement with the
City. If the selected municipal advisor receives compensation other than through the contractual arrangement with the City for any advice given to the City, such arrangement shall be terms for immediate termination of the agreement with the City.
f) The purpose of a municipal advisor constitutes more than managing the process of debt issuance. The municipal advisor should constantly seek to preserve the best interests, reputation and longevity of the City and all of its financing entities through diligent review and consideration of all bond issues and alternatives in connection with all past, present and future debt issuances, keeping in mind the City’s reputation in the Municipal Bond Market and the longevity of financial health for all City funds.
B. Pension and Other Post-Employment Benefits (OPEB) Funding Strategy Development
a) Analyze the City’s current and future unfunded actuarial liability (UAL) based on available actuarial information, CalPERS assumptions, funded status, assets, and estimated contribution rates.
b) Describe the assumptions used to determine the future UAL including any volatility, any liability to a pre-funding, and other risks.
c) Provide a description of financing options for the City’s pension and OPEB UAL based on all debt structures currently available including risks and costs involved with each.
d) Analyze the option to pre-fund only a portion of the pension and OPEB UAL and the impact on the City’s on-going obligation and assess the City’s financial capacity.
e) Analyze the option to use bond proceeds in a stabilization trust as opposed to paying the pension UAL directly to CalPERS. Provide the benefits and risks.
f) Provide debt service obligations under the various funding scenarios.
g) Provide overall financial impacts to the City based on all scenarios.
h) Analyze future contribution levels from the City.
i) If necessary, coordinate and represent the City in meetings with CalPERS to discuss the City’s options.
j) Analyze the impact on the City’s bond rating under each funding scenario. If necessary, coordinate and represent the City in meetings with rating agencies to discuss the City’s options and strategies.
k) Assist in the preparation of staff reports for any City financing approvals.
l) Asist the City with development of any necessary materials and participation in community outreach as the City deems necessary.
m) Provide and/or support debt issuances services as requested. n) Assist in development of Pension Funding Policy for
consideration by City Council.
o) Following input from City staff and Council, develop implementation plan.
C. Continuing Disclosure Services
Background
In 1989 the Securities Exchange Commission (SEC) adopted Rule 15c2-12 (the “Rule”) to improve disclosure practices in the municipal marketplace. Amendments were subsequently made, and continue to be made, to increase the amount of reliable information in the secondary market. These amendments now require issuers to provide continuing disclosure throughout the life their bond issues. The Rule mandates that a municipal securities broker cannot take possession or sell municipal securities unless they believe that the issuer of the securities will comply with the SEC’s continuing disclosure requirements.
Continuing Disclosure Scope of Services
The scope of services for on-going continuing disclosure and dissemination agent services includes:
a) Database of CD Requirements: UFI maintains and continues to develop a database to monitor, track, and review reporting and filing requirements as outlined in Continuing Disclosure Agreements and other bond documents. As such, we are
prepared to program the City’s bond issues into the database. b) Assembly and Review of CD Reports: The annual reports will be assembled in conformance with the Continuing Disclosure Agreements and the MSRB. Preparation of analytical tables required for the annual reports will be developed in-house. City staff will be given ample time to review the reports before posting and sending to the trustee(s).
c) Filing the Annual Reports: UFI will act as the Dissemination Agent to ensure all disclosure documents are filed on MSRB’s Electronic Municipal Market Access (“EMMA”) correctly and in a timely manner.
d) Final Copies of CD Reports: Upon completion of each step detailed above, UFI will also send hard copies of the final reports to the City.
e) Monitoring of SEC Rule 15c-12(b)(5): UFI is consistently called on by the industry to serve as educator for changes in
regulations or best practices. This means that we are constantly abreast of the latest developments. As an industry leader, we are always on the front lines of implementing changes as they evolve.
f) Notification of Deadlines and Material Events: UFI will draft and file the required notices to EMMA should a significant/material
event occur. There are total of fifteen material events which may be reportable to the MSRB: Nine of these events are “per se” material and must always be reported, while six of the events are reportable as they rise to a level of being “material.” These events must typically be reported to the MSRB (EMMA) within 10 business days of the event. Deadlines and material events are covered through a four-pronged approach that ensures that every event and deadline is captured, conveyed, and processed:
• Immediately alert City staff of the deadline or event. In the case of a rating change event, the Bloomberg
notification is also forwarded to City staff;
• Post notification of material event to EMMA within the required 10 business days;
• Send posting confirmation from EMMA to City staff;
• Send posting confirmation to the City’s trustee(s)
Annual Debt Transparency Reporting
Background
Pursuant to Senate Bill 1029, state and local issuers are required to submit an Annual Debt Transparency Report (“ADTR”) to the California Debt and Investment Advisory Commission (“CDIAC”) for all bond issues which have submitted a Report of Final Sale on or after January 21, 2017. The purpose of the new reporting requirements is to track how bond proceeds are spent after issuance. Our comprehensive understanding of the new reporting requirements was achieved by training directly with CDIAC staff during the initial reporting period.
Annual Debt Transparency Reporting Scope of Services
The scope of services for Annual Debt Transparency Reporting includes:
a) Assembly of Reports: Collect the necessary information relating to bond proceeds from City staff or the assigned Trustee for each issue. Assemble each report in compliance with the requirements set forth by CDIAC.
b) Filing of Reports: File each ADTR with CDIAC through their online reporting system on or before January 31, of each year.
Marks-Roos Yearly Fiscal Status Reporting
Background
Pursuant to Government Code Section 6599.1(b) of the Marks-Roos Local Bond Pooling Act of 1985, any joint powers authority selling bonds pursuant to the Act on or after January 1, 1996 which uses the proceeds of the Marks-Roos bonds to acquire one or more local obligation(s) or transfers funds to a local obligor under the terms of a debt contract between the Authority and the Local Obligor is required to report annually on the fiscal status of the local obligations
acquired until the final maturity of the acquired local obligations.
Marks-Roos Yearly Fiscal Status Reporting Scope of Services The scope of services for Marks-Roos Yearly Fiscal Status Reporting includes:
a) Assembly of Reports: Collect the necessary information required for each Authority and Local Obligor report from the County, City staff, or the assigned Trustee for each issue.
Assemble each report in compliance with the requirements set forth by CDIAC.
b) Filing of Reports: File each Authority and Local Obligor report with CDIAC through their online reporting system on or before October 30, of each year.
Arbitrage Rebate
Background
Due to abuses associated with tax-exempt financings, the Federal Government issued regulations to minimize the benefit of investing bond proceeds. The Internal Revenue Code of 1986 Section 148 created the Yield Restriction Rules and the Rebate Rules. The Yield Restriction Rules restrict the investment yield that may be earned on b ond proceeds. Unless certain exceptions apply, bonds are arbitrage bonds if the issuer invests all or part of the bond proceeds at a yield materially higher than the bond yield. The Arbitrage Rebate Rules state that certain arbitrage earnings must be paid, or “rebated,” to the U.S. Treasury. This means that even if an issuer is permitted to invest in higher yielding investments under the yield restriction rules, it may have to rebate those arbitrage earnings to the U.S. Treasury. A rebate computation and payment to the Federal Government, if applicable, is generally required to be made at least every five years or each “Rebate Installment Computation Date” and upon final redemption or maturity of the bonds “Final Rebate Computation Date”. The rebate payment, if applicable, is due to the Federal Government within 60 days from either each Rebate Installment Computation Date or Final Rebate Computation Date.
Arbitrage Rebate Scope of Services
The scope of services for arbitrage rebate calculations includes:
a) Preparation for Calculations: Collect the necessary bond documents and trust statements required for the computation period.
b) Calculate Arbitrage Rebate: Calculate the rebate liability (if any) for each bond transaction pursuant to the covenants set forth in the Tax Certificate.
c) Assembly of Reports: Provide a rebate computation report to the City and assigned Trustee no later than sixty (60) days after, (i) the end of every fifth bond year, and (ii) the final redemption or maturity.
End of Scope of Services
EXHIBIT B
FEE SCHEDULE
Exhibit B
Fees for bond financings are contingent upon closing. UFI’s fees are exclusive of out-of-pocket expenses such as travel, third party data fees, and internal compliance requirements. Out-of- pocket expenses typically do not exceed $2,500 on any transaction.
UFI is available on a time and materials or hourly basis to provide services such as long‐term financial forecasting, consulting on the management of pension and OPEB liabilities, Capital Improvement Program funding planning, post-issuance compliance, analyzing and interpreting legislation or complex business plans/proposals for financial opportunities and impacts, as well as additional projects as needed. Provided below is a rate schedule for key staff members proposed to be assigned to the City’s Engagements. The rate schedule below shall be used for hourly engagements through April 30, 2023.
Bond Transaction Type Municipal Advisory Fee
Lease Revenue/COPs, Utility Revenue, Tax
Allocation, Assessment District/CFD Bonds $40,000 - $45,000 Tax and Revenue Anticipation Notes $30,000 - $40,000
Federally Subsidized Bonds/Notes $45,000
General Obligation Bonds $50,000
Private Placements/Loans $30,000 - $35,000
Pension Obligation Bonds 2 $45,000 - $100,000
UFI Municipal Advisory Fee Schedule1
(1) The fee ranges provided represent pricing for typical transactions in each category. Fees will be determined based upon scope, size, and complexity of each bond issue and may be adjusted outside of suggested ranges as necessary.
(2) Fee range provided for innaugural and subsequent tranches of pension obligation bonds.
LN Standard Personnel Rates
Title of Person
Performing Service
Hourly
Rate
1 Michael Busch Chief Executive Officer $275
2 Julio Morales Director $275
3 William Reynolds Director $275
4 Branden Kfoury Senior Associate $150
Beginning on May 1, 2023 and thereafter, UFI’s hourly rates will be adjusted to the schedule below. Should the City and UFI elect to continue with either of the two one year options to renew extending the agreement beyond April 30, 2026, the hourly rates would be subject to negotiation.
Continuing Disclosure, Annual Debt Transparency Reporting, Marks -Roos Yearly Fiscal Status Reporting, and Arbitrage Rebate S ervices fees to be negotiated at such time the City elects to engage UFI for any of such services. UFI would request an opportunity to discuss adjustments to the municipal advisory and hourly fees above on an annual basis, beginning in May 2023 as justified by reason of increased cost to the firm and the then prevailing fees for such municipal advisory services.
LN Standard Personnel Rates
Title of Person
Performing Service
Hourly
Rate
1 Michael Busch Chief Executive Officer $350
2 Julio Morales Director $325
3 William Reynolds Director $325
4 Branden Kfoury Senior Associate $250
EXHIBIT C
CERTIFICATES OF INSURANCE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)(Ea accident)$
$
N / A
SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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. $$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT
AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC
CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
02/17/2022
Michael Geffre Insurance Agency
32392 Coast Hwy Ste 260
Laguna Beach, CA 92651
949-494-7261 949-494-4481
URBAN FUTURES, INC.
dba ISOM ADVISORS
17821 E. 17TH ST. STE 245-255
TUSTIN, CA 92780
SCOTTSDALE 41297
TRUCK INSURANCE EXCHANGE 21709
MID-CENTURY INSURANCE COMPANY 21687
EVANSTON INSURANCE COMPANY 35378
FEDERAL INSURANCE COMPANY 20281
LLOYDS OF LONDON
1,000,000
100,000
5,000
1,000,000
2,000,000
Not Covered
C
1,000,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
A
SEXUAL/PHYSICAL ABUSE CPS7496857 12/27/2021
12/27/2022
LIMIT $25K/$50K
PER OCCURRENCE $2,000,000
LIMIT $1,000,000
CITY OF FULLERTON
ATTN: ELLIS CHANG
303 W. COMMONWEALTH AVE.
FULLERTON, CA 92832
A
CPS7496857 12/27/2021
12/27/2022
605900024 03/11/2021
03/11/2022
D
EBU064607087 12/27/2021
12/27/2022
B
N0915 67 09 03/11/2021
03/11/2022
E
F
PROFESSIONAL LIABILITY
CYBER LIABILITY
8255-6017
C4LPT154335
12/23/2021
12/23/2021
12/23/2022
12/23/2022
THE CITY OF FULLERTON, IT ELECTED OR APPOINTED OFFICIALS, OFFICERS, EMPLOYEES AND VOLUNTEERS ARE COVERED TO BE ADDITIONAL INSUREDS WITH RESPECT TO GENERAL LIABILITY. PRIMARY AND NON-CONTRIBUTORY WORDING AND WAIVER OF SUBROGATION APPLIES.
12/27/2021
BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be _____% of the California workers compensation premium otherwise due on such remuneration, subject to a minimum charge of ________.
All written contracts in the state(s) of:
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No.
Insured
Countersigned By
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 31 (Ed. 6-20)
WC 99 06 31
(Ed. 6-20)
Includes copyright material of the Workers Compensation Insurance Rating Bureau of California. All rights reserved.
Insurance Company
Insurance Company
3.0 $250
CA
N0915-67-09
03/11/21
17821 17TH ST STE 245
TUSTIN CA 927802173
TRUCK INSURANCE EXCHANGE