Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is dated June 18, 2025 ("Effective Date") and is between the City of Manhattan Beach, a California municipal corporation ("City") and BLX Group LLC, a Delaware limited liability company ("Consultant"). City and Consultant are sometimes referred to herein as the "Parties", and individually as a "Party".
RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide Arbitrage Rebate Compliance services.
Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.
The Parties therefore agree as follows:
1. Consultant's Services.
A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the "Services") for Arbitrage Rebate Compliance services attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes to the scope or cost of work must be in writing and mutually agreed upon by the Parties.
B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the "City Representative"). For the purposes of this Agreement, the Consultant Representative shall be Glenn Casterline, Managing Director (the "Consultant Representative"). The Consultant Representative shall directly manage Consultant's Services under this Agreement. Consultant shall not change the Consultant Representative without City's prior written consent.
C. Time for Performance. Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.
Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes, regulations and requirements.
G. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of Services under this Agreement, including a business license.
2. Term of Agreement. The term of this Agreement shall be from the Effective Date until the City or the Consultant decide to terminate this Agreement as provided in Section 12 of this Agreement.
3. Compensation.
A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the rates set forth in the Approved Fee Schedule attached hereto as Exhibit B. In no event shall Consultant be paid more than $3,500.00 (the "Maximum Compensation") per report.
Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.
C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant's performance of those services or incurrence of additional expenses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B, or, if not specified, at a rate mutually agreed to by the Parties. At the request of the Consultant, the City Council may, in writing, reimburse Consultant for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
4. Method of Payment.
A. Invoices. Consultant shall submit to City an invoice, upon the delivery of a report to City, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each invoice and notify Consultant in writing within ten Business days of receipt of any disputed invoice amounts.
B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt up to the Maximum Compensation per report set forth in Section 3 of this Agreement. City does not pay interest on past due amounts. City shall not withhold -2-
2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.
C. Audit of Records. Consultant shall make all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement available during Consultant's regular working hours to City for review and audit by City.
5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control 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 officers, agents or employees are in any manner employees of City.
6. Information and Documents.
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively "Data") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. A response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors 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 or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.
C. All Data required to be furnished to City in connection with this Agreement shall become City's property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, -3-
2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City's sole property and may be used, reused or otherwise disposed of by City without Consultant's permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.
D. Consultant's covenants under this Section shall survive the expiration or termination of this Agreement.
E. This Section 6 shall not apply to Consultant's proprietary spreadsheets if those spreadsheets are substantively altered by City.
7. Conflicts of Interest. Consultant affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant's Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar Services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the City Representative's prior written approval, 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 subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.
8. Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, -4-
2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and 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 shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws.
4) City may 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 subparagraph A.2).
5) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
B. Workers' Compensation Acts not Limiting. Consultant's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this -5-
2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
9. Insurance.
A. Minimum Scope and Limits of Insurance. Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) ₴ Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A. 1) of this Section.
Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers' compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section.
C Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
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Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.
Consultant's Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant's employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon.
Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.
I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City's Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City's approval. Consultant may provide complete, certified copies of all required insurance policies to City.
Consultant shall maintain current endorsements on file with City's Risk Manager.
Consultant shall provide proof to City's Risk Manager that insurance policies expiring luring the term of this Agreement have been renewed or replaced with other policie roviding at least the same coverage. Consultant shall furnish such proof at least tw weeks prior to the expiration of the coverages.
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2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 8 of this Agreement.
K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
10. Mutual Cooperation.
A. City's Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement.
Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.
11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information required by City that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to City, its designees and representatives at reasonable times, and shall allow City to examine and audit the books and records, to make transcripts therefrom as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three years after receipt of final payment.
12. Termination of Agreement.
Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least fifteen calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective.
B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation.
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13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, judicial orders, enemy or hostile governmental action, fire or other casualty, or other causes beyond Consultant's reasonable control and not due to any act by Consultant.
14. Default.
A. Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.
B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant's and City's regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:
If to City: If to Consultant:
Attn: Julie Bondarchuk Glenn Casterline
City of Manhattan Beach BLX Group LLC
1400 Highland Avenue 355 S. Grand Avenue, Suite 2700
Manhattan Beach, California 90266 Los Angeles, CA 90071 Telephone: 310-802-5564 Telephone: 213-612-2229
Email: Email: [email protected]
[email protected]
With a courtesy copy to:
Quinn M. Barrow, City Attorney
1400 Highland Avenue
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2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 Manhattan Beach, California 90266
Telephone: (310) 802-5061
Email: [email protected]
16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. City's consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.
20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency -10-
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Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.
22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's services beyond the current fiscal year, this Agreement shall cover payment for Consultant's services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
23. Exhibits. Exhibits A and B constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant's proposal, the provisions of this Agreement shall control.
24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.
25. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
26. Word Usage. Unless the context clearly requires otherwise, (a) the words "shall," "will" and "agrees" are mandatory and "may" is permissive; (b) "or" is not exclusive; and (c) "includes" or "including" are not limiting.
27. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing -11-
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Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.
28. Business Days. "Business days" means days Manhattan Beach City Hall is open for business.
29. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Manhattan Beach.
30. Attorneys' Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys' fees, experts' fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
31. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
32. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.
33. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City: Consultant:
City of Manhattan Beach, BLX Group LLC,
a California municipal corporation a Delaware limited liability company -DocuSigned by:
By: L denn Casterline
By:
Name: Talyn Mirzakhanian Name: Gienn Casterline
Title: City Manager Title: Managing Directo
Date: Date: 5/28/2029
ATTEST: By:
Name:
Title:
By:
Name: Liza Tamura
Title: City Clerk
Date:
APPROVED AS TO FORM:
- DocuSigned by:
By Grinu M. Barrow, Cy Attoney
Name: Quinin M. Barrow
Title: Gi5/2029rney
Date:
APPROVED AS TO FISCAL IMPACT:
-DocuSigned by:
By Libly Brettlawer
Name: 1ibby Bretthauer
Title: Acting Finance Director
Date: 5/30/2025
APPROVED AS TO CONTENT:
• DocuSigned by:
By. Lilly Bretawer
446D40F9F0AG450..
Name: Libby Bretthauer
Title: Acting Finance Director
Date: 5/30/2025
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2812839v1.doc City of MB Form
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037
EXHIBIT A
SCOPE OF SERVICES
A-1
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 BLX®
BLX Group LLC
355 S. Grand Avenue, Suite 2700
Los Angeles, CA 90071
Ph 213 612 2200 Fx 213 612 2499
blxgroup.com
February 28, 2025
Julie Bondarchuk
Financial Controller
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, CA 90266
Re: Arbitrage Rebate Compliance Services
Dear Ms. Bondarchuk,
On behalf of BLX Group LLC ("BLX"), a wholly owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick"), I am pleased to submit this proposal to provide arbitrage rebate compliance services to the City of Manhattan Beach. As evidenced below, the number and scope of our engagements, coupled with unmatched technical and regulatory expertise, provides a strong argument for BLX being the nation's premier provider of arbitrage rebate, yield restriction and related post-issuance compliance services.
Highlights of our qualifications include:
• Technical and Financial Proficiency: BLX numbers 31 professionals with senior BLX consultants averaging over 27 years of experience in arbitrage compliance and public finance. In contrast to those who view arbitrage compliance as an after-the-fact data entry or accounting function, BLX professionals thoroughly understand the legal, economic, and technical aspects of debt offerings and investment instruments. This expertise allows us to accommodate even the most unusual and complex circumstances and to apply beneficial analytical alternatives when available. BLX consultants are recruited from strong educational and occupational backgrounds and undergo rigorous financial, technical, and regulatory training by nationally recognized experts in these fields. • Tax Regulatory Expertise: Accurately interpreting and applying federal tax laws, rules, and regulations to arbitrage rebate and most other aspects of municipal borrowings is essential both for avoiding outright errors and for maximizing "retainable" earnings in what is essentially an after tax investment environment. Orrick, has been providing quality legal services to municipal issuers, underwriters, and trustees for more than one hundred (100) years and has been ranked first nationally as bond counsel for most of the last decade. BLX delivers an Orrick legal opinion with each completed BLX arbitrage report which attests that the analysis was prepared in accordance with applicable federal tax laws, rules, and regulations.
• Relevant Experience: BLX has provided arbitrage compliance services for over 30,000 bond issues since its origination as Orrick's Financial Services Group in 1989 including preparing approximately 102,000 comprehensive analyses since inception. This level of direct and related experience in addition to Orrick's overall public finance resources, means that (1) BLX seldom encounters circumstances, documents, or investment records with which we need any substantial help from the Issuer or its counsel or consultants, and (2) BLX is able to address non-arbitrage opportunities and problems with favorable Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 City of Manhattan Beach
February 28, 2025
BLX ® Page 2
• Depth of Resources: Supplementing Orrick's tax and BLX's technical resources are the firm's overall commitments to public finance and outstanding client service. Orrick is a nationally prominent law firm engaged in the practice of corporate, municipal, and commercial law. Founded in 1863, Orrick presently has over 1,100 attorneys and more than 1,000 other employees in Austin, Houston, Los Angeles, Orange County, Portland, Sacramento, San Francisco, Seattle, Silicon Valley, New York, Washington D.C., Wheeling, W.V., and fourteen international cities. Orrick's tax, validity, and other legal opinions are accepted throughout the country.
• Comprehensive Reporting: BLX's arbitrage rebate analyses serve as invaluable review tools to ensure that an issue is functioning optimally from both economic and overall covenant compliance perspectives.
Our standard services include the following:
1. Verifying that the issue is subject to the Rebate Requirement;
2. Calculating and/or recalculating the bond yield, as appropriate;
3. Identifying, and separately accounting for all "Gross Proceeds" (as that term is defined in the Internal Revenue Code) of the bond issue, including those requiring allocation analyses due to "transferred proceeds" and/or "commingled funds" circumstances;
4. Determining what general and/or elective exceptions to the bond issue are applicable;
5. Calculating the bond issue's excess investment earnings (cumulative rebate liability), if any;
6. Delivering appropriate documentation to support all calculations;
7. Providing an executive summary identifying the methodology employed, major assumptions, conclusions, and any recommendations for changes in record keeping and investment policies;
8. Delivering an Orrick legal opinion stating that rebate liability was determined in accordance with applicable federal tax law;
9. Providing all IRS filing documentation and instructions, in the event a rebate payment is required.
In addition to delivering reports via e-mail, we offer complimentary access to the BLX PORTAL, a secure service that allows our clients to access detailed information about their rebate engagements, view select rebate reports, and upload bond documents and investment records. • Competitive Fees: BLX offers its clients industry leading consulting services at competitive prices.
Issuers may pay less to their arbitrage consultant but end up paying considerably more than they saved to the IRS in unnecessary rebate payments by retaining a less qualified firm to perform their calculations.
Please see Exhibit B, attached hereto, for our proposed fee schedule.
Sincerely,
BLX Group LLC
Glenn Casterline
Managing Director
(213) 612-2229
[email protected]
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 City of Manhattan Beach
BLX® October 18, 2024
EXHIBIT A
BONDS TO BE ENGAGED INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:
Issue Description
1. $4,995,000
City of Manhattan Beach
Reassessment District No. 2018
Limited Obligation Refunding Bonds, Series 2018
Issue Date: 03/02/2018
2. $4,605,000
City of Manhattan Beach
Assessment District No. 19-12
Limited Obligation Improvement Bonds, 2019 Series A
Issue Date: 12/10/2019
3. $4,785,000
City of Manhattan Beach
Assessment District No. 19-14
Limited Obligation Improvement Bonds, 2019 Series A
Issue Date: 12/10/2019
4. $5,245,000
City of Manhattan Beach
Assessment District No. 19-4
Limited Obligation Improvement Bonds, 2020 Series A
Issue Date: 03/11/2020
5. $7,440,000
City of Manhattan Beach
Certificates of Participation
(Fire Station #2) Series 2021
Issue Date: 08/17/2021
6. $5,925,000
City of Manhattan Beach
Refunding Certificates of Participation
Series 2021
Issue Date: 12/15/2021
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037
EXHIBIT B
APPROVED FEE SCHEDULE
Docusign Envelope ID: FD1C9E47-6871-451E-916A-62EE7CDD9037 City of Manhattan Beach
BLX® October 18, 2024
EXHIBIT B
ARBITRAGE REBATE COMPLIANCE SERVICES FEE SCHEDULE '
Service Fee
Engagement Fee (one-time fee, per issue) Waived
Report Fee (per report) $2,500
Small Issuer/Spending Exception Opinion (per opinion) $1,000 Computation Periods in Excess of 12 Months +$500
(per additional year or fraction thereof) (per report, as appropriate) ***NB: Total fees per report will not to exceed $3,500*** Accepted:
City of Manhattan Beach
By:
Print Name:
Title:
Date:
E-mail:
' Analysis is provided in PDF format via E-Mail.
4142-8995-8490.1