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HomeMy WebLinkAbout*AGMT - Fieldman, Rolapp & Associates City of Seal Beach FILE REFERENCE FORM DATE: 2 00(o — 01 -- 1 I Initials: Full file — Created New Folder: Older file exists: Related topic: see below File contains records — NOT PUBLIC (Public Records Act) Other: Comments: F El9'i 1AN ROL, - P'P & F�SSOGIA'r 1 �l �.�r � A _/ • 2dol — Oq -- to > 02003 — — 09 9 o l-rigot l , w o c k.-ete— s KesLA 11Q -eoj • oq / /o/b, /?e, cr4 4s; 'P���ff ,'' Me / d Acii tn.t r e •b tstt tnetCatee 1.. ¢ r Mtte PROFESSIONAL SERVICES AGREEMENT A gF i/ v off 9- /e -p / FOR FINANCIAL ADVISOR This agreement has been entered into this /0 day ojpiov by and between the City of Seal Beach, California (the "City ") and Fieldman, Rolapp & Associates, (herein, the "Consultant "). WHEREAS, the City desires independent financial advisory services to be performed in connection with funding of public infrastructure improvements (herein, the "Project "); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose community facilities district formation and of debt issuance, (herein, the "Services "). WHEREAS, the Consultant is well qualified to provide professional financial advice to public entities such as the City; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows: Section 1 Financial Advisory Services. • As directed by the City, Consultant will provide services in connection with the funding of public infrastructure improvements 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 of Seal Beach. 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 Services. 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: 2.01 Assisting the City in obtaining enabling legislation or conducting referendum elections. 2.02 Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program. 2.03 The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant. 2.04 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. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Page 1 2.05 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. 2.06 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. Section 3 Compensation 3.01 For Consultant's performance of Services as described in Section 1 of this Agreement the Consultant's compensation will be as provided in Part 1 of Exhibit B attached to this Agreement, plus Consultant's expenses incurred in rendering such Services. Consultant's expenses may include, but are not limited to travel, telephone /conference calls, postage, courier, database access services, and printing. 3.02 For Consultant's performance of additional services as described in Section 2 of this Agreement, the Consultant's compensation will be as provided in Part 3 of Exhibit B attached to this agreement, plus Consultant's expenses incurred in rendering such services. Consultant's expenses may include, but are not limited to travel, telephone /conference calls, postage, courier, database access services and printing. 3.03 Payment for Consultant's Services rendered pursuant to Section 1 of this Agreement shall be as provided for in Exhibit B to this Agreement, unless specified to the contrary elsewhere in this Agreement. The Consultant may submit monthly invoices for payment for services provided pursuant to Section 2 of this Agreement unless an alternate date or dates have been specifically agreed to in writing. Unless otherwise specified, payment of Consultant's compensation and expenses is due thirty (30) days after submission of Consultant's invoice for services. 3.04 In the event the Services of the Consultant are abandoned prior to completion of Consultant's work, Consultant shall be compensated for Services performed to the point of abandonment as if such Services were an additional service pursuant to Section 2 of this Agreement, subject to a maximum fee of $15,000. 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 three (3) months from the date of the initial performance of a service, or there has been a written notification to the Consultant of an abandonment of the Project by the City. 3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by Consultant for a period of twelve (12) 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 CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Page 2 r 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 twenty -four (24) months from the date hereof unless terminated by either party by not less than thirty (30) days written notice to the other party except that the Agreement shall continue in full force and effect until completion of Consultant's services or until an abandonment shall have occurred as described in Section 3.04 hereof. This Agreement may be extended from time to time as agreed by the City and the Consultant. 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. This shall not prohibit the City and Consultant from entering into separate agreements for other services. Section 7 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 8 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 9 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. Section 10 Indemnification. The City and Consultant shall each indemnify and hold harmless the other from and against any and all losses, claims, damages, expenses, including legal fees for defense, or liabilities, collectively, damages, to which either may be subjected CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Page 3 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 11 Insurance. 11.01 Consultant shall maintain workers' compensation and employers liability insurance during the term of this Agreement. 11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the prosecution of this contract. 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. 11.03 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. 11.04 Insurance coverages shall not be less than the following: A. Workers' Compensation 1. State worker's compensation statutory benefits 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 5. Personal injury C. Errors and omissions with policy limits of $1,000,000. Section 12 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 13 Binding Effect. 13.01 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. 13.02 All agreements and covenants contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Page 4 a 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. 13.03 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. 13.04 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. IN WITNESS Whereof the parties have duly executed this Agreement as of the day and year first above set forth. / CITY • i : ` CH , ii By � ;/ --_____ Title: Fieldman ' • app & Associates 2100 M : treet, Suite 210 Irvine ,;■ ' 92614 By: �.� Title: 7/L0■ /'ifC. �/` I CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Page 5 • • EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR BY AND BETWEEN THE CITY OF SEAL BEACH AND FIELDMAN, ROLAPP & ASSOCIATES Scope of Services A. General Services. The Consultant shall perform all the duties and services specifically set forth herein and shall provide such other services as it deems necessary or advisable, or are reasonable and necessary to accomplish the intent of this Agreement in a manner 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 any 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 fees described in Exhibit B to this Agreement. B. District Formation Services. 1. Preliminary Survey Consultant will confer with City staff, bond counsel, consultants, and other interested parties for the purpose of making a preliminary survey of the Project and to assist in the formulation of a coordinated plan to fund the Project. 2. Attendance at Meetings/Work Sessions Consultant will attend meetings and work sessions concerning the Project and be available to attend meetings to explain issues related to the community facilities district formation process and related topics. 3. Consultation/Advice Consultant will be available to the City for consultation and advice. 4. Review and Comment on Formation Documents Consultant will assist in the development, review, and analysis of various formation documents. These documents include Rate and Method of Apportionment and related Special Tax formula, Resolution of Intention and other legal documents and related policies. RANCHO CUCAMONGA REDEVELOPMENT CITY /FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 1 i C. Debt Issuance Services. 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, but shall not be limited to, 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 Relating 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 Specifically, Consultant will: 1. Establish the Financing Objectives. 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. RANCHO CUCAMONGA REDEVELOPMENT CITY /FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 2 • • 4. Prepare the Official Statement. Generally, SEC, MSRB, and GFOA guidelines encourage full disclosure so that potential investors have sufficient data to analyze each proposed financing. Upon direction of the City, the Consultant shall review of 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, typically including the following matters: • Legal Authority for the Financing • Security for the Financing • Restrictions on Additional Financings • Purpose and Funds for which the Financing is Being Issued • Governmental System • Financial Management System • Revenue Sources: Historic, Current and Projected • Outstanding Financings • Planned Future Financings • Labor Relations and Retirement Systems • Economic Base • Annual Financial Statements • Legal Opinions Regarding Tax Exemption • Such Other Matters as the Context May Require. 5. Procure and Coordinate Additional Service Providers. Should the City desire, 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, appraiser, or escrow verification agents or other professionals, if the City directs. 6. Provide Financial Advice to the City Relating to Financing Documents. Simultaneous with assisting in the preparation of official statements for each debt issue relating to the Project, the Consultant shall assist the managing underwriters, bond counsel and/or other legal advisors in the drafting 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. 7. Compute Sizing and Design Structure of Debt Issue. The Consultant shall work with the City's staff 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. RANCHO CUCAMONGA REDEVELOPMENT CITY /FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 3 • 40 8. Plan and Schedule Rating City Presentation and Investor Briefings. The Consultant shall develop a plan for presenting the financing program to the rating agencies (if applicable) and the investor community. The Consultant shall schedule rating City visits, if appropriate, to assure the appropriate and most knowledgeable rating City 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 Analysis and Evaluate Timing of Market Entry. The Consultant shall provide regular 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 • 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) • RANCHO CUCAMONGA REDEVELOPMENT CITY /FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 4 • b. Negotiated Sales. In the case of a negotiated sale of debt, the Consultant shall perform a thorough evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the 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 to accept or reject 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. D. Special Financing Services. The Consultant shall assist the City, as needed, in identifying and procuring special financial related services that may be needed for any debt issue relating to the Project. RANCHO CUCAMONGA REDEVELOPMENT CITY /FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 5 . . EXHIBIT B TO FINANCIAL ADVISORY SERVICES AGREEMENT BY AND BETWEEN CITY OF SEAL BEACH AND FIELDMAN, ROLAPP & ASSOCIATES Fees and Expenses Part 1: Fee for Formation Services Fees for services rendered hereunder will be billed at then current hourly rates; provided, however, that the maximum fee to be paid under this paragraph shall not exceed $15,000, except if the election ultimately authorizing issuance of bonds and special tax levy is not approved within six (6) months of Project initiation, in which case the fee limitation may be increased. (See Schedule "A ", attached hereto, for schedule of our hourly rates.) Part 2: Fee for Debt Issuance Services Financial advisory services performed pursuant to Section 1 of this Agreement, and as more fully described in the Scope of Services set forth in Section B of Exhibit A, will be billed for at the amounts set forth below: Par Value of the Bonds Fees $1 to $2,999,999 $20,500 3,000,000 to 11,999,999 31,500 12,000,000 to 19,999,999 35,000 20,000,000 to 29,999,999 40,000 30,000,000 to 39,999,999 43,000 40,000,000 to 49,999,999 45,000 50,000,000 to 59,999,999 48,000 60,000,000 and above To be negotiated Payment of fees eamed by Consultant pursuant to this Part 2, shall be contingent on the closing of the debt issue(s) undertaken to finance the Project. Part 3: Other Services Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this Agreement or for services related to this financing that are provided commencing twelve (12) months from the date of this Agreement will be billed at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 1 • 1 Personnel Hourly Rate Managing Principal $275.00 Principals $225.00 Vice Presidents $175.00 Assistant Vice Presidents $160.00 Associates of the Firm $130.00 Administrative Assistants $75.00 Clerical (Other) $35.00 * Hourly rate of the Managing Principal is $275.00 Expenses Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, computer, and fax transmission 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 3% of the net fee 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 The above fee is based on completion of work orders within twelve months of the City's authorization to proceed, and assumes that the City will provide all necessary information in a timely manner. The fee shown above in Parts 1 and 2 presumes attendance at up to eight 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 City Council meetings on any basis other than "by appointment" may be charged at our normal hourly rates as shown in Part 2, above. CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 2 ACORD CERTIFICATE OF LIABILITY INSURANCE Date(mm /dd/yy) 12/14/2006 Producer Blanca Roque THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. Wood - Gutmann & Bog art/II IB THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE 910 S. El Camino Real, Ste B. COVERAGE AFFORDED BY THE POLICIES BELOW. San Clemente CA 92672 INSURERS AFFORDING COVERAGE (949) 542 -7800 INSURER Indian Harbor Ins. Company www.integrityint.com A INSURER B Insured INSURER Fieldman, Rolapp & Associates C INSURER 19900 MacArthur Blvd, #1100 Irvine CA 92612 INSURER E COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY POLICY INSR EFFECTIVE EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER M D AT E M DATE LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIAB FIRE DAMAGE (Any one fire) S 'CLAIMS MADE 00CCUR MED EXP (Any one person) S _ PERSONAL & ADV INJURY S GENERAL AGGREGATE S _ GEN'L AGG LIMIT APPLIES PER PRODUCTS- COMP /OP AGG S TPOLICY r1PROJECT 1 LOC S AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT ALL OWNED AUTOS BODILY INJURY _ SCHEDULED AUTOS (Per person) S _ HIRED AUTOS BODILY INJURY _ NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S RANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG S EXCESS LIABILITY EACH OCCURRENCE E OCCUR 0 CLAIMS MADE AGGREGATE S —7 DEDUCTIBLE S RETENTION S S WORKERS' COMPENSATION & 'STATUTORY LIMIT 1 'OTHER EMPLOYERS' LIABILITY EL EACH ACCIDENT S EL DISEASE - EA EMPLOYEE S EL DISEASE - POLICY LIMIT S A Errors & Omissions ELU09559406 12/20/2006 12/20/2007 Limit: $2,000,000 Ded. $100,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISI6NS EVIDENCE OF ERRORS & OMISSIONS RENEWAL CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Seal Beach EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRE- 211 Eight Street SENTATIVES. • 10 Days for Non - Payment of Premium Seal Beach CA 90740 AUTHORIZED REPRESENTATIVE Dan Gorman ACORD 25 -S (7/97) © ACORD CORPORATION 1988