HomeMy WebLinkAboutAGMT - Fieldman Rolapp & Associates Inc (Municipal Advisory Services)PROFESSIONAL SERVICES AGREEMENT
FOR MUNICIPAL ADVISOR
This agreement has been entered into this 22 day of March, 2021 by and between the City of Seal
Beach (the "City") and Fieldman, Rolapp & Associates, Inc. (herein, the "Consultant").
WHEREAS, the City desires independent municipal advisory services to be performed in
connection with on-call financial advisory services (herein, the "Project"); and
WHEREAS, the City desires to retain the professional and technical services of the Consultant
for the purpose of financial advisory services as needed (as more fully described in Exhibit A, the
"Services");
WHEREAS, the Consultant is well qualified to provide professional financial advice to entities
such as the City;
WHEREAS, the Consultant is registered as a municipal advisor with both the United States
Securities and Exchange Commission and the Municipal Securities Rulemaking Board;
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and
conditions hereinafter set forth, it is agreed as follows:
Section 1 Municipal Advisory Services.
Consultant will provide services in connection with the Project as such Services
are fully described in Exhibit A attached to this Agreement. Consultant is
engaged in an expert financial advisory capacity to the City only. It is expressly
understood that the Services rendered hereunder are rendered solely to the City.
Consultant does not undertake any responsibility to review disclosure documents
on behalf of owners or beneficial owners of bonds or debt which may arise from
the Consultant's work hereunder.
Section 2 Additional Requested Services (Amendment of Services).
The City may request that Consultant provide additional services beyond the
scope of those referenced in Section 1 above and specifically listed in Exhibit A
to this Agreement. The Services to be provided under this Agreement may only
be amended by a modification as provided for in Section 6.
Section 3 Compensation
3.01 For Consultant's performance of Services as described in this Agreement, the
Consultant's compensation will be as provided in of Exhibit B attached to this
Agreement,
3.02 Payment of Consultant's expenses shall be made at the time and in the form as
provided for in Exhibit B to this Agreement.
3.03 Unless otherwise specified, payment of Consultant's compensation and expenses
is due thirty (30) days after submission of Consultant's invoice for Services.
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3.04 In the event City abandons the Services of the Consultant prior to completion of
Consultant's work, Consultant shall be compensated for Services performed to
the point of abandonment at the hourly rates specified in Exhibit B. An act of
abandonment shall be deemed to have occurred when no action has been taken
by the City relative to the services of the Consultant for a period of nine (9)
months from the date of the initial performance of a service, and there has been a
written notification to the Consultant of an abandonment of the Project by the
City.
3.05 The schedule of Consultant fees set forth in this Agreement and Exhibit B is
guaranteed by Consultant for a period of thirty-six (36) months from the date of
this Agreement.
Section 4 Personnel.
Consultant has, or will secure, all personnel required to perform the Services
under this Agreement. Consultant shall make available other qualified personnel
of the firm as may be required to complete Consultant's services. The City has
the right to approve or disapprove any proposed changes in Consultant's staff
providing service to the City. The City and Consultant agree that such personnel
are employees only of Consultant and shall not be considered to be employees of
the City in any way whatsoever.
Section 5 Term of Agreement.
This Agreement shall continue in full force and effect for a period of sixty (60)
months from the date hereof, except that this Agreement may be terminated
earlier: (i) by the City, for cause, upon written notice of no less than ten days
before the date of termination, (ii) by either party for any reason, by not less than
thirty (30) days written notice to the other party, or (iii) upon an abandonment as
described in Section 3.04 hereof. This Agreement may be extended from time to
time as agreed by the City and the Consultant pursuant to Section 6.
Section 6 Modification.
This Agreement contains the entire agreement of the parties. It may be amended
in whole or in part from time to time by mutual consent of the parties; provided
that the Disclosures (as defined herein) required by Section 16 will be updated by
the Consultant as required by law. This shall not prohibit the City and
Consultant from entering into separate agreements for other services.
Section 7 Work Products.
All work products or any form of property developed by the Consultant in
providing the Services shall be provided to the City on request. Work products
developed by the Consultant shall be the property of the City, provided that
Consultant may use such work products developed for the City and may employ
those work products to develop refinements or additional work products in the
course of its business.
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Section 8 Assignment.
The rights and obligations of the City under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the City. This
Agreement may not be assigned by the Consultant without the consent of the
City except for compensation due Consultant.
Section 9 Disclosure.
Consultant does not assume the responsibilities of the City, nor the
responsibilities of the other professionals and vendors representing the City, in
the provision of services and the preparation of the financing documents,
including initial and secondary market disclosure, for financings undertaken by
the City. Information obtained by Consultant and included in any disclosure
documents is, by reason of experience, believed to be accurate; however, such
information is not guaranteed by Consultant.
Section 10 Confidentiality.
The Consultant agrees that all financial, statistical, personal, technical and other
data and information designated by the City as confidential shall be protected by
the Consultant from unauthorized use or disclosure. The City acknowledges that
the Consultant is required to comply with applicable laws governing disclosure
of public information.
Section 11 Indemnification.
The City and Consultant shall each indemnify and hold harmless the other from
and against any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury, in law or equity, to property or persons,
including legal fees for defense, or liabilities (collectively, "damages"), to which
either may be subjected by reason of the other's acts, errors or omissions, except
however, neither will indemnify the other from or against damages by reason of
changed events and conditions beyond the control of either or errors of judgment
reasonably made.
Section 12 Insurance.
12.01 Consultant shall maintain workers' compensation and employer's liability
insurance during the term of this Agreement.
12.02 Consultant, at its own expense, shall obtain and maintain insurance at all times
during the term of this Agreement. Such insurance must be written with a Best
Guide "A" -rated or higher insurance carrier admitted to write insurance in the
state where the work is located.
12.03 Insurance coverages shall not be less than the following:
A. Workers' Compensation
1. State worker's compensation statutory benefits
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2. Employer's Liability - policy limits of not less than $1,000,000
B. Comprehensive General Liability coverage with policy limits of not less than
$1,000,000 combined single limit for bodily injury and property damage and
including coverage for the following:
1. Premises operations
2. Contractual liability
3. Products
4. Completed operation
C. Errors and omissions with policy limits of $2,000,000.
12.04 If requested, certificates of insurance naming the City as an additional insured
shall be submitted to the City evidencing the required coverages, limits and
locations of operations to which the insurance applies, and the policies of
insurance shall contain a 30 day notice of cancellation or non -renewal.
Section 13 Permits/Licenses.
The Consultant shall obtain any permits or licenses, as may be required for it to
complete the Services required under this Agreement.
Section 14 Binding Effect.
14.01 A waiver or indulgence by the City of a breach of any provision of this
Agreement by the Consultant shall not operate or be construed as a waiver of any
subsequent breach by the Consultant.
14.02 All agreements contained herein are severable and in the event any of them shall
be held to be invalid by any competent court, this Agreement shall be interpreted
as if such invalid agreements or covenants were not contained herein, and the
remaining provisions of this Agreement shall not be affected by such
determination and shall remain in full force and effect. This Agreement shall not
fail because any part or any clause hereof shall be held indefinite or invalid.
14.03 Each party hereto represents and warrants that this Agreement has been duly
authorized and executed by it and constitutes its valid and binding agreement,
and that any governmental approvals necessary for the performance of this
Agreement have been obtained.
Section 15 Choice of Law.
The validity, interpretation and construction of this Agreement and of each part
hereof shall be governed by the laws of the State of California. Venue for any
lawsuit concerning this Agreement is Orange County, California.
Section 16 Conflict of Interest and Other Required Disclosures.
16.01 Consultant covenants and agrees to provide to the City disclosures of material
conflicts of interest and certain legal or disciplinary events required by Municipal
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Securities Rulemaking Board Rule G-42 (the "Disclosures"). The Disclosures,
and each delivery thereof, as provided from time to time, shall be incorporated by
reference as of the date thereof into this Agreement to the same extent as if set
forth herein. The initial Disclosures are as set forth in Exhibit C to this
Agreement.
16.02 Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which may be affected by the services to be
provided under this Agreement, or which would conflict in any manner with
the performance of such services or fulfillment of its fiduciary duty to City as
a financial advisor. Consultant further covenants that, in performance of this
Agreement, no person having any such interest shall be employed by it.
Furthermore, Consultant shall avoid the appearance of having any interest,
which would conflict in any manner with the performance of the services.
Consultant shall not accept any employment or representation during the term
of this Agreement which is or may likely make Consultant "financially
interested" (as provided in California Government Code §§1090 and 87100)
in any decision made by City on any matter in connection with which
Consultant has been retained.
16.03 Consultant further warrants and maintains that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for
Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or
agreed to pay any person or entity, other than a bona fide employee working
exclusively for Consultant, any fee, commission, gift, percentage, or any
other consideration contingent upon the execution of this Agreement. Upon
any breach or violation of this warranty, City shall have the right, at its sole
and absolute discretion, to terminate this Agreement without further liability,
or to deduct from any sums payable to Consultant hereunder the full amount
or value of any such fee, commission, percentage or gift.
16.04. Consultant warrants and maintains that it has no knowledge that any officer
or employee of City has any interest, whether contractual, noncontractual,
financial, proprietary, or otherwise, in this transaction or in the business of
Consultant, and that if any such interest comes to the knowledge of
Consultant at any time during the term of this Agreement, Consultant shall
immediately make a complete, written disclosure of such interest to City,
even if such interest would not be deemed a prohibited "conflict of interest'
under applicable laws as described in this subsection.
16.05 Consultant represents that it has not made any payments either directly or
indirectly to obtain or retain business with City.
16.06. There is no additional compensation Consultant will receive in connection
with this Agreement other than what is stipulated within this Agreement.
Consultant has not and will not receive any payments from third parties in
connection with this engagement.
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16.07 Consultant has not and will not enter into any fee -splitting arrangements with
any provider of investments or services to City.
16.08 Consultant is not aware of any pending or threatened legal or disciplinary
event that is material to City's evaluation of Consultant or the integrity of its
management or advisory personnel in connection with City's engagement of
Consultant to serve as a financial advisor to City.
Section 17 Independent Contractor.
Consultant is an independent contractor and not an employee of City. All
services provided pursuant to this Agreement shall be performed by Consultant
or under its supervision. Consultant will determine the means, methods, and
details of performing the services. Any additional personnel performing services
under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries, and other amounts due such personnel in
connection with their performance of services under this Agreement and as
required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance,
and workers' compensation insurance.
Section 18 Subcontractors; Assignment.
18.01 No portion of this Agreement shall be subcontracted without the prior written
approval of City. Consultant is fully responsible to City for the performance of
any and all subcontractors.
18.02 Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effects.
Section 19 Equal Opportunity.
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or
applicant for employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or veteran or military status. Such non-discrimination
includes, but is not limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or
termination.
Section 20 Entire Agreement.
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
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agreements. This Agreement may only be modified by a writing signed by both
parties.
Section 21 Severability.
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
Section 22 No Third Party Rights.
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
Section 23 Waiver.
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a party shall give the other
party any contractual rights by custom, estoppel, or otherwise.
IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year
first above set forth.
CITY OF SEAL Ur CH
By:?�Title:
Date: `F 1 l 21
FIELDMAN, ROLAPP & ASSOCIATES, INC.
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
By: r Title: Princi al
P
Date: March 22, 2021
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EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
Scope of Services
A. General Services.
The Consultant shall perform financial advisory services as from time to time requested by the
City and shall provide such other services as it deems necessary or advisable to accomplish the
Project, consistent with the standards and practice of professional financial advisors prevailing at
the time such services are rendered to the City.
The City may, with the concurrence of Consultant, expand this Agreement to include Additional
Services not specifically identified within the terms of this Agreement. Any Additional Services
may be described in an addendum to this Exhibit A and are subject to compensation described in
Exhibit B to this Agreement.
B. Transaction Services.
For each transaction, the Consultant shall perform all services customarily performed by a
municipal advisor or financial advisor for similar municipal financing transactions. The
Consultant shall assume primary responsibility for assisting the City in coordinating the planning
and execution of each debt issue relating to the Project. Insofar as the Consultant is providing
Services which are rendered only to the City, the overall coordination of the financing shall be
such as to minimize the costs of the transaction coincident with maximizing the City's financing
flexibility and capital market access. The Consultant's proposed debt issuance Services may
include the following:
• Establish the Financing Objectives
• Develop the Financing Schedule
• Monitor the Transaction Process
• Review the Official Statement, both preliminary and final
• Procure and Coordinate Additional Service Providers
• Provide Financial Advice to the City Related to Financing Documents
• Compute Sizing and Design Structure of the Debt Issue
• Plan and Schedule Rating Agency Presentation and Investor Briefings
• Conduct Credit Enhancement Procurement and Evaluation
• Conduct Market Analysis and Evaluate Timing of Market Entry
• Recommend Award of Debt Issuance
• Provide Pre -Closing and Closing Assistance
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 1
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Specifically, Consultant will:
1. Establish the Financing Obiectives.
At the onset of the financing transaction process for the Project, the Consultant shall
review the City's financing needs and in conjunction with the City's management, outline
the objectives of the financing transaction to be undertaken and its proposed form.
Unless previously determined, Consultant shall recommend the method of sale of debt
and outline the steps required to achieve efficient market access.
2. Develop the Financing Timetable.
The Consultant shall take the lead role in preparing a schedule and detailed description of
the interconnected responsibilities of each team member and update this schedule, with
refinements, as necessary, as the work progresses.
3. Monitor the Transaction Process.
The Consultant shall have primary responsibility for the successful implementation of the
financing strategy and timetable that is adopted for each debt issue relating to the Project.
The Consultant shall coordinate (and assist, where appropriate) in the preparation of the
legal and disclosure documents and shall monitor the progress of all activities leading to
the sale of debt. The Consultant shall prepare the timetables and work schedules
necessary to achieve this end in a timely, efficient and cost-effective manner and will
coordinate and monitor the activities of all parties engaged in the financing transaction.
4. Review the Official Statement.
The Consultant shall review the official statement for each debt issue relating to the
Project to insure that the City's official statement is compiled in a manner consistent with
industry standards.
5. Procure and Coordinate Additional Service Providers.
The Consultant may act as City's representative in procuring the services of financial
printers for the official statement and related documents, and for the printing of any
securities. In addition, the Consultant may act as the City's representative in procuring
the services of trustees, paying agents, fiscal agents, feasibility consultants,
redevelopment consultants, or escrow verification agents or other professionals, if the
City directs.
6. Provide Financial Advice to the City Relating to Financing Documents
The Consultant shall assist the managing underwriters, bond counsel and/or other legal
advisors in the review of the respective financing resolutions, notices and other legal
documents. In this regard, the Consultant shall monitor document preparation for a
consistent and accurate presentation of the recommended business terms and financing
structure of each debt issue relating to the Project, it being specifically understood
however that the Consultant's services shall in no manner be construed as the Consultant
engaging in the practice of law.
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7. Compute Sizing and Design Structure of Debt Issue.
The Consultant shall work with the City's staff bond counsel and other professionals of
the City to design a financing structure for each debt issue relating to the Project that is
consistent with the City's objectives, that coordinates each transaction with outstanding
issues and that reflects current conditions in the capital markets.
8. Plan and Schedule Rating Agency Presentation and Investor Briefings
The Consultant shall develop a plan for presenting the financing program to the rating
agencies and the investor community. The Consultant shall schedule rating agency visits,
if appropriate, to assure the appropriate and most knowledgeable rating agency personnel
are available for the presentation and will develop presentation materials and assist the
City officials in preparing for the presentations.
9. Conduct Credit Enhancement Evaluation and Procurement.
Upon the City's direction, the Consultant will initiate discussions with bond insurers,
letter of credit providers and vendors of other forms of credit enhancements to determine
the availability of and cost benefit of securing financing credit support.
10. Conduct Market Analvsis and Evaluate Timing of Market Entrx
The Consultant shall provide summaries of current municipal market conditions, trends in
the market and how these may favorably or unfavorably affect the City's proposed
financing.
a. Competitive Sales.
For all types of competitive sale of debt, the Consultant shall undertake such
activities as are generally required for sale of securities by competitive bid
including, but not limited to the following:
• Review and comment on terms of Notice of Sale Inviting Bids
• Provide advice on debt sale scheduling
• Provide advice on the use of electronic bidding systems
• Contact potential bidders
• Coordinate bid opening with the City officials
• Verify bids received and make recommendations for acceptance
• Provide confirmation of issue sizing, based upon actual bids received,
where appropriate
• Coordinate closing arrangements with the successful bidder(s)
b. Negotiated Sales.
In the case of a negotiated sale of debt (which can include private placement with
a bank or financial institution or obtaining an SRF or an I -Bank loan), the
Consultant shall perform an evaluation of market conditions preceding the
negotiation of the terms of the sale of debt and will assist the City with the
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negotiation of final issue structure, interest rates, interest cost, reoffering terms
and gross underwriting spread and provide a recommendation on acceptance or
rejection of the offer to purchase the debt. This assistance and evaluation will
focus on the following areas as determinants of interest cost:
• Size of financing
• Sources and uses of funds
• Terms and maturities of the debt issue
• Review of the rating in pricing of the debt issue
• Investment of debt issue proceeds
• Distribution mix among institutional and retail purchasers
• Interest rate, reoffering terms and underwriting discount with comparable
issues
• Redemption provisions
11. Recommend Award of Debt Issuance.
Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will
recommend accepting or rejecting offers to purchase the debt issue. If the City elects
to award the debt issue, the Consultant will instruct all parties and help facilitate the
actions required to formally consummate the award.
12. Provide Pre -Closing and Closing Activities.
The Consultant shall assist in arranging for the closing of each financing. The
Consultant shall assist counsel in assuming responsibility for such arrangements as
they are required, including arranging for or monitoring the progress of bond
printing, qualification of issues for book -entry status, signing and final delivery of the
securities and settlement of the costs of issuance.
C. Analvtical Services
The Consultant shall provide general on-call analytical services for the City, included but not
limited to: review of existing and development of new financial policies and practices;
development of new or the update of existing financial models, including the City's budget
forecast model; review and analysis of financing options, including pension funding alternatives
and the development of a pension funding plan; review and analysis of refunding opportunities
presentations to staff and the City Council; as well as other ad-hoc professional financial advisory
services required by the City.
D. Special Financing Services.
The City may request that Consultant provide additional services beyond the scope of those
referenced in Section 1 and specifically listed in Exhibit A to this Agreement. Services
performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to
this Agreement shall be Additional Services. Additional Services include, but are not limited to,
the following:
• Assisting the City in obtaining enabling legislation or conducting referendum elections.
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 4
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• Extraordinary services and extensive computer analysis in the structuring or planning of
any debt issue or financing program.
• The repeat of any element of a service described in Exhibit A to this Agreement which is
made necessary through no fault of Consultant.
• Financial management services, including development of financial policies, capital
improvement plans, economic development planning, credit analysis or review and such
other services that are not ordinarily considered within the scope of services described in
Exhibit A to this Agreement.
• Services rendered in connection with any undertaking of the City relating to a continuing
disclosure agreement entered into in order to comply with Securities and Exchange
Commission Rule 15c2-12 or other similar rules.
• Services rendered to the City in connection with calculations or determination of any
arbitrage rebate liability to the United States of America arising from investment
activities associated with debt issued to fund the Project.
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 5
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EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
Compensation and Expenses
Part 1 Transaction Based Compensation.
For Services involving debt issuance as referenced in Section B of Exhibit A, including Services
performed after the adoption of Resolution of Issuance by the City Council, the Consultant will
be compensated at a fee which shall be determined prior to the start of such Services and
mutually agreed upon by both the City and the Consultant.
Payment of compensation earned by Consultant pursuant to this Part 1 is expected to be paid from
the costs of issuance associated with the debt issuance. However, if this Agreement is terminated
prior to the successful issuance of the debt or if the City otherwise decides to terminate the
proceedings for the transaction prior to debt issuance, Consultant may submit its invoice with
respect to the transaction to the City Treasurer/Finance Director (the "Finance Director") within
30 days after receiving of the City's notice of such termination. The invoice shall specify the fee
for services rendered for such transaction pursuant to this Agreement (based on the number of
hours worked, at the rates indicated below); provided that the total fee due under such invoice
shall in no event exceed the amount otherwise payable if the debt was successfully issued. Upon
receipt of the invoice, the Finance Director shall make a determination on whether the invoice is
acceptable based on the work performed to the City's satisfaction and may request Consultant to
submit a revised invoice based on such determination. Once the Finance Director determines that
the invoice is acceptable, the City shall make the payment within 30 days.
Part 2 Hourly Compensation.
For Services and Additional Services referenced in Section 1 and Section 2 of this Agreement,
(including Services performed for a debt issuance prior to the adoption of Resolution of Issuance
by City Council for such debt issuance transaction), the Consultant will be compensated at the
then current hourly rates. The table below reflects the rates in effect as of the date of execution of
this Agreement.
Personnel Hourly Rate
ExecutiveOfficer.............................................................. $375.00
Principal............................................................................ $345.00
Executive / Senior Vice President .................................... $330.00
VicePresident................................................................... $275.00
Assistant Vice President ................................................... $235.00
SeniorAssociate............................................................... $200.00
Associate........................................................................... $180.00
Analyst.............................................................................. $115.00
Administrative Assistant..................................................... $90.00
Clerical................................................................................ $55.00
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 1
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Hourly Compensation will be billed on a monthly basis and is due thirty (30) days from invoice
date. Invoices not paid within sixty (60) days are subject to a two percent (2.00%) late fee for
every month payment is late.
Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging,
subsistence, overnight courier, conference calls, and computer charges. Advances made on
behalf of the City for costs of preparing, printing or distributing disclosure materials or related
matter whether by postal services or electronic means, may also be billed through to the City
upon prior authorization. Additionally, a surcharge of 6% of the compensation amount is added
to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document
reproduction and the like.
Limiting Terms and Conditions
With respect to each debt issuance transaction, the fee referenced in Part 1 above, presumes
attendance at up to 8 meetings in the City's offices or such other location within a 25 -mile radius
of the City place of business as the City may designate. Preparation for, and attendance at
additional City Council meetings may be charged at our normal hourly rates referenced in Part 2
above.
Abandonment
Except as otherwise provided above, if, once commenced, the services of the Consultant are
terminated prior to completion of the assignment for any reason, the Consultant will be
compensated for professional services and reimbursed for expenses incurred through the time of
receipt of notification of such termination at the standard hourly rates shown above.
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 2
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EXHIBIT C
TO
PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR
BY AND BETWEEN
THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.
MSRB Rule G-42 requires that municipal advisors provide to their clients disclosures relating to
all material conflicts of interest, including certain categories of potential conflicts of interest
identified in Rule G-42, if applicable. With respect to all aspects of the relationship between
Consultant and the City, Consultant adheres to its fiduciary duty to the City, which includes a
duty of loyalty to the City in performing all municipal advisory activities for the City. The duty
of loyalty obligates Consultant to deal honestly and with the utmost good faith with the City and
to act in the City's best interest without regard to any interest Consultant has or may have.
Consultant has a wide range of clients so our success and profitability are not dependent on
maximizing short-term revenue generated from individual recommendations to our clients but is
instead dependent on long-term profitability based on a foundation of integrity, quality and
adherence to our fiduciary duty. Furthermore, Consultant's supervisory structure provides strong
safeguards against individual representatives of Consultant violating their duty due to personal
interests.
Consultant makes the following representations to the City with regard to the Services:
A. Other than the compensation described in the Agreement, we have no other interest,
direct or indirect, that would interfere with or impair in any matter or degree the
performance of our obligations. During our work on the Services, we do not intend to
acquire or obtain any such interest, direct or indirect. If any such interest is acquired or
obtained, we will immediately advise the City.
B. We have not provided any gift or consideration to any officer, employee or agent of the
City to either obtain the Agreement or any assignment from the City, including the
Services. Neither our firm, nor its officers or employees will provide any such gift or
consideration to any officer, employee or agent of the City to influence decisions with
regard the Services or our obligations under the Agreement.
C. Our compensation for Transaction Services will be based on the size of the transaction.
While this form of compensation is customary in the market for financial services to
municipal entities, this may present conflict of interest as we would have an incentive to
recommend to the City the Project even if it is unnecessary or provides insufficient
benefit or advise the City to increase the size of the Project. This potential conflict is
mitigated by Consultant's fiduciary duty to the City.
D. The City has employed and may employ Applied Best Practices LLC, an affiliated entity
to us, with regard to the performance of its continuing disclosure obligations. This
relationship has the potential to result in a conflict of interest by creating an incentive for
Consultant to recommend to the City a course of action that would increase the City's
business activity with the affiliated entity or conversely that would discourage a course of
action that would decrease the City's business activity with the affiliated entity. The
conflict is mitigated by Consultant's fiduciary duty to the City. Moreover, if Consultant
makes a recommendation that could influence the level of business with an affiliated
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 1
FRA Project No. TBD
b. fieldman rolapp agreement
entity, Consultant will consider alternatives to the recommendation, which will be
disclosed to the City. Moreover, the affiliated entities are each subject to regulation by
the MSRB and the SEC.
E. At the present time, Consultant has determined in connection with general financial
advisory services, after exercising reasonable diligence, that it has no known material
conflicts of interest that would impair its ability to provide advice in accordance with its
fiduciary duty to municipal entity clients such as the City. To the extent any such
material conflicts of interest arise after the date of this disclosure, Consultant will provide
information with respect to such conflicts.
Information Regarding Legal Events and Disciplinary Actions
MSRB Rule G-42 requires that municipal advisors provide their clients disclosures of legal or
disciplinary events material to the evaluation of the municipal advisor or the integrity of the
municipal advisor's management or advisory personnel. Consultant sets out required disclosures
and related information below:
A. There are no legal or disciplinary events material to the City's evaluation of Consultant or
the integrity of Consultant's management or advisory personnel disclosed, or that should
be disclosed, on any Form MA or Form MA -I with the Securities and Exchange
Commission (the "SEC").
Consultant's most recent Form MA and each most recent Form MA -I filed with the SEC are
available on the SEC's EDGAR system at:
http://www.sec. ov/cgi-bin/browse-edgar?action= etcompany&CIK=0001612429
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 2
FRA Project No. TBD
b. fieldman rolapp agreement
ACOR& CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
3/10/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements .
PRODUCER
Wood Gutmann & Bogart
15901 Red Hill Ave., Suite 100
CONTACT
PHONEFAX
714-505-7000 MC.No:714-573-1770
-MAIL
ADDRESS:
Tustin CA 92780
INSURERS AFFORDING COVERAGE NAIC #
POLICY EXP
MM/D
INSURERA: The Hanover Insurance CO
A
INSURED FIELD -8
Fieldman, Rolapp &Associates
INSURER B: Lloyds of London 85202
INSURERC:
DBA: Applied Best Practices
19900 MacArthur Blvd #1100
Irvine CA 92612-22
INSURER D:
INSURER E:
INSURER F:
CLAIMS -MADE F_x] OCCUR
VVYCfV1llCJ t -FK I IFlt.a IF NI IMMFM• R1 I w4u'4u'4 GC\/ICIA�I
THIS IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRADDL
LTR
TYPE OF INSURANCE
City of Seal Beach
SUER
POLICY NUMBER
POLICY EFF
MM/DDrYYYY
POLICY EXP
MM/D
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
OH3A578667
4/1/2021
4/1/2022
EACH OCCURRENCE $1,000,000
CLAIMS -MADE F_x] OCCUR
DAMAGE TO RENTED
PREMISE Ea occurrence $ 1,000,000
MED EXP (Any oneperson) $ 100,000
PERSONAL & ADV INJURY S Included
GEN'L AGGREGATE LIMIT APPLIES PER:
X
[::] PRO-
GENERAL AGGREGATE $2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
POLICY JECT LOC
$
OTHER:
A
AUTOMOBILE
LIABILITY
OH3A578667
4/1/2021
4/1/2022
EO aB'.INdEDtSINGLELlMIT $1,000,000
ANY AUTO
BODILY INJURY (Per person) 3
OWNED SCHEDULED
BODILY INJURY (Per accident) s
AUTOS ONLY AUTOS
X
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
PROPERTY DAMAGE
Per accident)$
$
A
X
UMBRELLA LIAB
X
OCCUR
OH3A578667
4/1/2021
4/1/2022
EACH OCCURRENCE $ 3,000,000
EXCESS LIAB
CLAIMS -MADE
AGGREGATE $3,000,000
DED I I RETENTION $
$
WORKERS COMPENSATION
PER OTH-
AND EMPLOYERS' LIABILITY Y / N
STAT TE I ER
E.L. EACH ACCIDENT $
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED? ❑
N/A
Mandatory in NH)
yes
if , describe under
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS below
B
Professional Liability
SUAWS200492005
6/19/2020
6/19/2021
Occurrence/Agg 2,000,000
Retention 250,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
Certificate holder is named as additional insured on the General Liability per attached 391-1006 0816 as required by written contract subject to the terms and
conditions of the policy.
Waiver of Subrogation applies to the General Liability per attached 391-1003 0816
RE:
All Operations usual to the insured's operations subject to the policy terms and conditions.
CERTIFICATE HOLDER VESTING: City of Seal Beach its directors, officials, officers, employees and agents and all persons or organizations
CPRTICI!`A TC VAl nvn _ _
v -1968-2076 ACURI7 CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
V/117liGLLN I IVIY
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Seal Beach
ACCORDANCE WITH THE POLICY PROVISIONS.
211 Eighth Street
AUTHORIZED REPRESENTATIVE
Seal Beach CA 90740
v -1968-2076 ACURI7 CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
Policy No. OH3 A578667
1. SECTION I — PROPERTY, if two or more of
this coverage part's coverages apply to the
same loss or damage, we will not pay more
than the actual amount of the loss or damage.
2. SECTION 11— LIABILITY, it is our stated intent
that the various Coverage Parts, forms,
endorsements or policies issued to the named
insured by us, or any company affiliated with
us, do not provide any duplication or overlap
of coverage for the same claim, "suit",
"occurrence", offense, accident, "wrongful act"
or loss. We will not pay more than the actual
amount of the loss or damage.
If this Coverage Part and any other Coverage
Part, form, endorsement or policy issued to
the named insured by us, or any company
affiliated with us, apply to the same claim,
"suit", occurrence, offense, accident, "wrongful
act" or loss, the maximum Limit of Insurance
under all such Coverage Parts, forms,
endorsements or policies combined shall not
exceed the highest applicable Limit of
Insurance under any one Coverage Part, form,
endorsement or policy.
This condition does not apply to any Excess or
Umbrella Policy issued by us specifically to
apply as excess insurance over this policy.
G. Liberalization
If we adopt any revision that would broaden the
coverage under this policy without additional
premium within 45 days prior to or during the
policy period, the broadened coverage will
immediately apply to this policy.
H. Other Insurance
1. SECTION I — PROPERTY
If there is other insurance covering the same
loss or damage, we will pay only for the
amount of covered loss or damage in excess
of the amount due from that other insurance,
whether you can collect on it or not. But, we
will not pay more than the applicable Limit of
Insurance of SECTION I — PROPERTY.
2. SECTION If — LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we cover
under SECTION If — LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraph b. below applies. If this
insurance is primary, our obligations are
not affected unless any of the other
insurance is also primary. Then, we will
share with all that other insurance by the
method described in paragraph c. below.
However, if you agree in a written
contract, written agreement, or written
permit that the insurance provided to any
person or organization included as an
Additional Insured under this Coverage
Part is primary and non-contributory, we
will not seek contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
(1) For the sole negligence of the
Additional Insured; or
(2) When the Additional Insured is an
Additional Insured under another
liability policy.
b. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:
(a) That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work';
(b) That is Property Insurance for
premises rented to you or
temporarily occupied by you with
permission of the owner;
(c) That is insurance purchased by
you to cover your liability as a
tenant for "property damage" to
premises rented to you or
temporarily occupied by you with
permission of the owner; or
(d) If the loss arises out of the
maintenance or use of aircraft,
"autos" or watercraft to the extent
not subject to SECTION II —
LIABILITY, Exclusion 9 -
Aircraft, Auto or Watercraft; and
(2) Any other primary insurance available
to you covering liability for damages
arising out of the premises or
operations, or the products and
completed operations, for which you
have been added as an additional
insured by attachment of an
endorsement.
When this insurance is excess, we will
have no duty under SECTION II —
LIABILITY to defend the insured against
any "suit" if any other insurer has a duty to
defend the insured against that "suit". If no
other insurer defends, we will undertake to
do so, but we will be entitled to the
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81
Policy No. OH3A578667
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES
Limits
Page
1. Additional Insured by Contract, Agreement or Permit
Included
1
2. Additional Insured - Broad Form Vendors
Included
2
3. Alienated Premises
Included
3
4. Broad Form Property Damage - Borrowed Equipment, Customers
Goods and Use of Elevators
Included
3
5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics)
Included
3
6. Personal and Advertising Injury - Broad Form
Included
4
7. Product Recall Expense
Included
4
Product Recall Expense Each Occurrence Limit
$25,000
Occurrence
5
Product Recall Expense Aggregate Limit
$50,000
Aggregate
5
Product Recall Deductible
$500
5
8. Unintentional Failure to Disclose Hazards
Included
6
9. Unintentional Failure to Notify
Included
6
This endorsement amends coverages provided under the Businessowners Coverage Form through new
coverages and broader coverage grants. This coverage is subject to the provisions applicable to the
Businessowners Coverage Form, except as provided below.
The following changes are made to SECTION II -
LIABILITY:
1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:
Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy is an additional insured only with
respect to liability for "bodily injury",
"property damage", or "personal and
advertising injury" caused, in whole or in
part, by your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or
occupy; or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury"is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6
c. This provision does not apply:
(1) Unless the written contract or written
agreement was executed or permit was
issued prior to the "bodily injury",
"property damage", or "personal injury
and advertising injury".
(2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(3) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury", "property
damage", "personal and advertising
injury" arises out of sole negligence
of the lessor.
(4) To any:
(a) Owners or other interests from whom a.
land has been leased if the
"occurrence" takes place or the
offense is committed after the lease
for the land expires; or
Hanover
Insurance Group -
01 -13A578667 1001141
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance:
1. Required by the contract, agreement or
permit described in Paragraph a.; or
2. Available under the applicable Limits of
Insurance shown in the Declarations.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
e. All other insuring agreements, exclusions,
and conditions of the policy apply.
2. Additional Insured - Broad Form Vendors
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:
Additional Insured - Broad Form Vendors
(b) Managers or lessors of premises if:
(i) The "occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
(ii) The "bodily injury", "property
damage", "personal injury" or
advertising injury arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor.
(5) To "bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or
monitoring of others by that insured, if
the "occurrence" which caused the
"bodily injury" or "property damage" or
the offense which caused the "personal
and advertising injury" involved the
rendering of or failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION II - LIABILITY, D. Liability
and Medical Expense Limits of Insurance:
Any person or organization that is a vendor
with whom you agreed in a written contract
or written agreement to include as an
additional insured under this Coverage Part
is an insured, but only with respect to liability
for "bodily injury" or "property damage"
arising out of "your products" which are
distributed or sold in the regular course of
the vendor's business.
b. The insurance afforded to such vendor
described above:
(1) Only applies to the extent permitted by
law;
(2) Will not be broader than the insurance
which you are required by the contract or
agreement to provide for such vendor;
(3) Will not be broader than coverage
provided to any other insured; and
(4) Does not apply if the "bodily injury",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors, the following additional exclusions
apply:
The insurance afforded to the vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the insured would have in
the absence of the contract or
agreement;
(2) Any express warranty unauthorized by
you;
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6
(3) Any physical or chemical change in the
product made intentionally by the
vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection,
demonstration, testing, or the
substitution of parts under instruction
from the manufacturer, and then
repackaged in the original container;
(5) Any failure to make such inspection,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual course
of business in connection with the sale
of the product;
(6) Demonstration, installation, servicing or
repair operations, except such
operations performed at the vendor's
premises in connection with the sale of
the product;
(7) Products which, after distribution or sale
by you, have been labeled or relabeled
Pr used as a container, part or
ingredient of any other thing or
substance by or for the vendor;
(8) "Bodily injury" or "property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(a) The exceptions contained within the
exclusion in subparagraphs (4) or (6)
above; or
(b) Such inspections, adjustments, tests
or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(9) "Bodily injury" or "property damage"
arising out of an "occurrence" that took
place before you have signed the
contract or agreement with the vendor.
(10)To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
(11)Any insured person or organization,
from whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying
or containing such products.
The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance:
1. Required by the contract or agreement
described in Paragraph a.; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
3. Alienated Premises
SECTION II - LIABILITY, B. Exclusions, 1.
Applicable To Business Liability Coverage k.
Damage to Property, paragraph (2) is replaced by
the following:
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any part
of those premises and occurred from hazards
that were known by you, or should have
reasonably been known by you, at the time
the property was transferred or abandoned.
4. Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of Elevators
a. The following is added to SECTION II -
LIABILITY, B. Exclusions, 1. Applicable To
Business Liability Coverage, k. Damage to
Property:
Paragraph (4) does not apply to "property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.
Paragraph (3), (4) and (6) do not apply to
"property damage" to "customers goods"
while on your premises nor to the use of
elevators.
b. For the purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:
1. "Customers goods" means property of
your customer on your premises for the
purpose of being:
a. Worked on; or
b. Used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance (including deductible)
available to the insured whether primary,
excess, contingent or on any other basis.
5. Incidental Malpractice - Employed Nurses, EMTs
and Paramedics
d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured,
these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse,
SECTION II - LIABILITY, D. Liability and
Medical Expense Limits of Insurance:
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6
emergency medical technician or paramedic
employed by you if you are not engaged in the
business or occupation of providing medical,
paramedical, surgical, dental, x-ray or nursing
services.
6. Personal Injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2.
Additional Exclusions Applicable only to
"Personal and Advertising Injury", paragraph
e. is deleted.
b. SECTION II - LIABILITY, F. Liability and
Medical Expenses Definitions, 14. "Personal
and advertising injury", paragraph b. is
replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions, Definition 14. "Personal and
advertising injury":
"Discrimination" (unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person,
but only if such "discrimination" is:
(1) Not done intentionally by or at the
direction of:
(a) The insured;
(b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
(2) Not directly or indirectly related to an
"employee", not to the employment,
prospective employment or termination
of any person or persons by an insured.
d. For purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:
1. "Discrimination" means the unlawful
treatment of individuals based upon race,
color, ethnic origin, gender, religion, age,
or sexual preference. "Discrimination"
does not include the unlawful treatment
of individuals based upon developmental,
physical, cognitive, mental, sensory or
emotional impairment or any
combination of these.
e. This coverage does not apply if liability
coverage for "personal and advertising
injury" is excluded either by the provisions of
the Coverage Form or any endorsement
thereto.
Th
Haenover
Insurance Group-
OH3 A578667 1001141
o. Recall of Products, Work or Impaired
Property is replaced by the following:
o. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for
the loss of use, withdrawal, recall,
inspection, repair, replacement,
adjustment, removal or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
If such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it, but this exclusion does
not apply to "product recall expenses"
that you incur for the "covered recall" of
"your product".
However, the exception to the exclusion
does not apply to "product recall
expenses" resulting from:
(4) Failure of any products to accomplish
their intended purpose;
(5) Breach of warranties of fitness,
quality, durability or performance;
(6) Loss of customer approval, or any
cost incurred to regain customer
approval;
(7) Redistribution or replacement of
"your product" which has been
recalled by like products or
substitutes;
(8) Caprice or whim of the insured;
(9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
(10)Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials; or
(11)Recall of "your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of "your products"
has been found.
b. The following is added to SECTION II -
LIABILITY, C. Who Is An Insured, paragraph
3.b.:
7. Product Recall Expense "Product recall expense" arising out of any
a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you
Applicable To Business Liability Coverage, acquired or formed the organization.
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6
c. The following is added to SECTION 11 -
of a deductible amount, you shall
LIABILITY, D. Liability and Medical Expenses
promptly reimburse us for the part of the
Limits of Insurance:
deductible amount we paid.
Product Recall Expense Limits of Insurance
The Product Recall Expense Limits of
a. The Limits of Insurance shown in the
Insurance apply separately to each
SUMMARY OF COVERAGES of this
consecutive annual period and to any
endorsement and the rules stated below
remaining period of less than 12 months,
fix the most that we will pay under this
starting with the beginning ofthe policy
Product Recall Expense Coverage
period shown in the Declarations, unless the
regardless of the number of:
policy period is extended after issuance for
(1) Insureds;
an additional period of less than 12 months.
In that case, the additional period will be
(2) "Covered Recalls" initiated; or
deemed part of the last preceding period for
3 Number of
() "your products"
the purposes of determining the Limits of
nsurance.
Insurance.
b. The Product Recall Expense Aggregate
d. The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expense
Limit is the most that we will reimburse
you for the sum of all "product recall
General Conditions, 2. Duties in the Event of
expenses" incurred for all "covered
Occurrence, Offense, Claim or Suit:
recalls" initiated during the policy period.
You must see to it that the following are
c. The Product Recall Each Occurrence
done in the event of an actual or anticipated
Limit is the most we will pay in
covered recall that may result in product
connection with any one defect or
recall expense
deficiency.
(1) Give us prompt notice of any discovery
d. All "product recall expenses" in
or notification that "your product" must
connection with substantially the same
be withdrawn or recalled. Include adescription of "your product" and the
deemed to arise out of the same defect general harmful condition will
reason for the withdrawal or recall;
or deficiency and considered one
(2) Cease any further release, shipment,
"occurrence".
consignment or any other method of
e. Any amount reimbursed for "product
distribution of like or similar products
recall expenses" in connection with any
"occurrence"
until it has been determined that all
such products are free from defects that
one will reduce the amount
of the Product Recall Expense Aggregate
could be a cause of loss under this
Limit available for reimbursement of
insurance.
"product recall expenses" in connection
e. For the purposs of this endorsement, the
with any other defect or deficiency.
following definitions are added to SECTION
f. If the Product Recall Expense Aggregate
II - LIABILITY, F. Liability and Medical
Limit has been reduced by
Expenses Definitions:
reimbursement of "product recall
1. "Covered recall" means a recall made
expenses" to an amount that is less than
necessary because you or a government
the Product Recall Expense Each
body has determined that a known or
Occurrence Limit, the remaining
suspected defect, deficiency,
Aggregate Limit is the most that will be
inadequacy, or dangerous condition in
available for reimbursement of "product
"your product" has resulted or will result
recall expenses" in connection with any
in "bodily injury" or "property damage".
other defect or deficiency.
2. "Product recall expense(s)" means:
g. Product Recall Deductible
a. Necessary and reasonable expenses
We will only pay for the amount of
for:
"product recall expenses" which are in
excess of the $500 Product Recall
(1) Communications, including radio
Deductible. The Product Recall
or television announcements or
printed advertisements including
Deductible applies separately to each
covered recall". The limits of insurance
stationary, envelopes and
will not be reduced by the amount of this
postage;
deductible.
We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable. Upon notice of our payment
391-1006 08 16 Includes copyrighted materials of Insurance Services
Offices, Inc., with its permission. Page 5 of 6
(2) Shipping the recalled products
from any purchaser, distributor or
user to the place or places
designated by you;
(3) Remuneration paid to your
regular "employees" for
necessary overtime;
(4) Hiring additional persons, other
than your regular "employees";
(5) Expenses incurred by "employees" 8'
including transportation and
accommodations;
(6) Expenses to rent additional
warehouse or storage space;
(7) Disposal of "your product", but
only to the extent that specific
methods of destruction other than
those employed for trash
discarding or disposal are g,
required to avoid "bodily injury"
or "property damage" as a result
of such disposal,
you incur exclusively for the purpose
of recalling "your product'; and
b. Your lost profit resulting from such
"covered recall".
f. This Product Recall Expense Coverage does
not apply:
Hanover
Insurance Group-
OH3 A578667 1001141
(1) If the "products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
(2) To "product recall expense" arising out of
any of "your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.
Unintentional Failure to Disclose Hazards
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions:
Representations
We will not disclaim coverage under this
Coverage Part if you fail to disclose all hazards
existing as of the inception date of the policy
provided such failure is not intentional.
Unintentional Failure to Notify
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:
Your rights afforded under this Coverage Part
shall not be prejudiced if you fail to give us
notice of an 'occurrence", offense, claim or "suit',
solely due to your reasonable and documented
belief that the "bodily injury", "property damage"
or "personal and advertising injury" is not
covered under this Policy.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.
391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6
Policy No. OH3A578667
insured's rights against all those other
premium in accordance with our rates and
insurers.
rules then in effect.
c. When this insurance is excess over other
3. With our consent, you may continue this
insurance, we will pay only our share of
policy in force by paying a continuation
the amount of the loss, if any, that
premium for each successive one-year
exceeds the sum of:
period. The premium must be:
(1) The total amount that all such other
a. Paid to us prior to the anniversary
insurance would pay for the loss in
date; and
the absence of this insurance; and
b. Determined in accordance with
(2) The total of all deductible and
paragraph 2. above.
self-insured amounts under all that
Our forms then in effect will apply. If you
other insurance.
do not pay the continuation premium, this
d. We will share the remaining loss, if any,
policy will expire on the first anniversary
with any other insurance that is not
date that we have not received the
described in this provision and was not
premium.
bought specifically to apply in excess of
4. Undeclared exposures or change in your
the Limits of Insurance shown in the
business operation, acquisition or use of
Declarations for this Coverage.
locations may occur during the policy
e. Method of Sharing
period that is not shown in the
If all of the other insurance permits
Declarations. If so, we may require an
contribution by equal shares, we will
additional premium. That premium will be
follow this method also. Under this
determined in accordance with our rates
approach each insurer contributes equal
and rules then in effect.
amounts until it has paid its applicable
J. Premium Audit
Limit of Insurance or none of the loss
1. This policy is subject to audit if a premium
remains, whichever comes first.
designated as an advance premium is
If any of the other insurance does not
shown in the Declarations. We will
permit contribution by equal shares, we
compute the final premium due when we
will contribute by limits. Under this
determine your actual exposures.
method, each insurer's share is based on
2. Premium shown in this policy as advance
the ratio of its applicable Limit of
premium is a deposit premium only. At the
Insurance to the total applicable limits of
close of each audit period, we will
insurance of all insurers.
compute the earned premium for that
f. When this insurance is excess, we will
period and send notice to the first Named
have no duty under Business Liability
Insured. The due date for audit premiums
Coverage to defend any claim or "suit"
is the date shown as the due date on the
that any other insurer has a duty to
bill. If the sum of the advance and audit
defend. If no other insurer defends, we
premiums paid for the policy period is
will undertake to do so; but we will be
greater than the earned premium, we will
entitled to the insured's rights against all
return the excess to the first Named
those other insurers.
Insured.
I. Premiums
3. The first Named Insured must keep
1. The first Named Insured shown in the
records of the information we need for
Declarations:
premium computation and send us copies
at such times as we may request.
a. responsible for the payment of all
premiums; and
p
K. Transfer of Ri hts of Recove A ainst Others
g rY 9
to Us
b. Will be the payee for any return
premiums we pay.
1. Applicable to SECTION I - PROPERTY
2. The premium shown in the Declarations was
Coverage:
computed based on rates in effect at the time
If any person or organization to or for
the policy was issued. On each renewal,
whom we make payment under this policy
continuation or anniversary of the effective
has rights to recover damages from
date of this policy, we will compute the
another, those rights are transferred to us
to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing:
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81
a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following:
(1) Someone insured by this
insurance;
(2) A business firm:
(a) Owned or controlled by you;
or
(b) That owns or controls you; or
(3) Your tenant.
You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.
This will not restrict your insurance.
2. Applicable to SECTION II - LIABILITY
Coverage:
If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring "suit" or transfer those rights to us
and help us enforce them.
Hanover
Insurance Group-
OH3 A578667 1001141
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization because of
payments we make for injury or
damage arising out of your ongoing
operations or "your work" done under a
contract with that person or
organization and included in the
"products -completed operations
hazard".
This condition does not apply to
Medical Expenses Coverage.
L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81
'`�`�Rif CERTIFICATE OF LIABILITY INSURANCE
Acct#: 1169655
DATE(MMIDDNYYY)
3/30/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If
SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsements .
PRODUCER
Lockton Companies, LLC
3657 Briarpark Dr., Suite 700
CONTACT888-828-8365
NAME:
PHONE AIC No :
A DRIESS:
Houston, TX 77042
INSURERS AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
INSURER A: Ace American Insurance Co. 22667
INSURED
FIELDMAN, ROLAPP 3 ASSOCIATES, INC.
INSURER B
INSURER C:
DBA APPLIED BEST PRACTICES
19900 MACARTHUR BLVD STE 1100
IRVINE, CA 92612-8429
INSURER D
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVI-SION NIIMRFR•
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
I TYPE OF INSURANCE
ADDL
SUBR
POLICY NUMBER
MM/DDY�
MMDDNYYY
LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE FIOCCUR
EACH OCCURRENCE $
DAMAGEREN D
PREMIE a occurrence $
MED EXP (Any oneperson) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $
POLICY ❑ PRO-
7
JECT LOC
PRODUCTS - COMP/OP AGG $
$
OTHER:
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT $
8 accident)
BODILY INJURY (Per person) $
ANY AUTO
ALL OWNED SCHEDULED
BODILY INJURY (Per accident) $
AUTOS AUTOS
HIRED AUTOS NON -OWNED
AUTOS
PROPERTY DAMAGE $
Per accident
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE $
EXCESS UAB
CLAIMS -MADE
AGGREGATE $
DED RETENTION $
$
WORKERS COMPENSATION_
X I PIAT I I
AND EMPLOYERS' LIABILITY YIN
TE ERH
E.L. EACH ACCIDENT $ 2,000,000
A
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED?
NIA
X
068848593
10/1/2020
10/1/2021
E.L. DISEASE - EA EMPLOYE $ 2,000,000
(Mandatory in
Ifes, describe under
ynd
E.L. DISEASE - POLICY LIMIT $ 2.000,000
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
WAIVER OF SUBROGATION IN FAVOR OF City of Seal Beach WHEN REQUIRED BY WRITTEN CONTRACT.
CITY OF SEAL BEACH
211 EIGHTH STREET
SEAL BEACH, CA 90740
ArnRn 9S /Jn49%1141
I IVIV
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
- ..-�..� ...... ,.........vyv — —U.—Vu lllal RJ VI NVVr%u
Workers' Compensation and Employers' Liability Policy
Named Insured
Endorsement Number
Insperity, INC. L/C/F
FIELDMAN, ROLAPP & ASSOCIATES, INC. DBA APPLIED BEST
Policy Number
PRACTICES
19001 Crescent Springs Drive
Symbol: RWC Number: C68848593
Kingwood, TX 77339
Policy Period
Effective Date of Endorsement
10/1/202o TO 10/1/2021
10/1/2020
Issued By (Name of Insurance Company)
Ace American Insurance Co.
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the
Information Page.
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, but this waiver applies only with respect to bodily
injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this
waiver from us.
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the
work described in the Schedule.
Schedule
1. (X) Specific Waiver
Name of person or organization:
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
( ) Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this
waiver.
2. Operations:
3. Premium:
The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on
payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations
described.
4. Minimum Premium: INCLUDED
41k/RX1152r`
u onze epresen a rve
WC 99 03 22