HomeMy WebLinkAboutC-7507-1 - On-Call PSA for Independent Registered Municipal Advisory Servicesr
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,O AMENDMENT NO. ONE TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
(-- WITH CSG ADVISORS INCORPORATED FOR
INDEPENDENT REGISTERED MUNICIPAL ADVISORY SERVICES
v
THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES
AGREEMENT ("Amendment No. One") is made and entered into as of this 1st day of
February, 2021 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City"), and CSG ADVISORS
INCORPORATED, a Delaware corporation ("Consultant"), whose address is 1 Post
Street, Suite 575, San Francisco, California 94104, and is made with reference to the
following:
RECITALS
A. On August 28, 2018, City and Consultant entered into an On -Call Professional
Services Agreement ("Agreement') for independent registered municipal advisory
services ("Project').
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to April 30, 2023, and to update the Insurance Requirements of the
Agreement (Exhibit C).
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2023, unless terminated earlier as set forth herein."
2. INSURANCE REQUIREMENTS
Exhibit C of the Agreement is amended in its entirety and replaced with the Exhibit
C attached hereto and incorporated herein.
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: I / 7-0/>'0Z)
By: IT�----
Aa n C. Harp
City Attorney
ATTEST: qg
j
Date:
Leilani 1. :.
in
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: "
ott Catlett
inance Director
CONSULTANT: CSG Advisors
Incorporated, a Delaware corporation
Date:
By:
Tim nhouse
Chief xecutive Officer
Date: L -4i
By:
John amilton
Secretary
[END OF SIGNATURES]
Attachments: Exhibit C — Insurance Requirements
CSG Advisors Incorporated Page 2
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
CSG Advisors Incorporated Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
CSG Advisors Incorporated Page C-2
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self -
CSG Advisors Incorporated Page C-3
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
CSG Advisors Incorporated Page C-4
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to
ON-CALL PROFESSIONAL SERVICES AGREEMENT
U WITH CSG ADVISORS INCORPORATED FOR
INDEPENDENT REGISTERED MUNICIPAL ADVISORY SERVICES
THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement') is
made and entered into as of this 28th day of August, 2018 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City"), and CSG ADVISORS INCORPORATED, a Delaware corporation
("Consultant'), whose address is 1 Post Street, Suite 575, San Francisco, California
94104, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide independent registered municipal
advisory services ('Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2021, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Consultant shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
Fifty Thousand Dollars and 001100 ($50,000.00), without prior written authorization
from City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
CSG Advisors Incorporated Page 2
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved
in writing in advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Scott Smith to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance Department. City's Finance
Director or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
CSG Advisors Incorporated Page 3
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
CSG Advisors Incorporated Page 4
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
CSG Advisors Incorporated Page 5
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
CSG Advisors Incorporated Page 6
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
CSG Advisors Incorporated Page 7
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seo., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Finance Director
Finance Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Scott Smith
CSG Advisors Incorporated
1725 Windward Concourse, Suite 425
Alpharetta, GA 30005
CSG Advisors Incorporated Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
CSG Advisors Incorporated Page 9
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
CSG Advisors Incorporated Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTOIRNErS OFFICE
Date: Z2 l
BY:
RI'Aaron C. Harp KW S-71-48
City Attorney
ATTEST-
Date:
ST: R. I 'r
lL!1I X11. .l r/_
Leilani 1. :. F
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: G '; "r
bAh Matusiewicz
Finance Director
Dat
CONSULTANT: CSG" Advisors
Incorporated, a Delaware corporation
Date:
Signed in Counterpart
By:
Tim Rittenhouse
Chief Executive Officer
Date:
Signed in Counterpart
By:
John Hamilton
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
CSG Advisors Incorporated Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S
Date: 22
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: �.w�_��� By:
Fo(Aaron C. Harp vaw g.bvrg Dan Matusiewicz
City Attorney Finance Director
ATTEST:
Date:
9M
CONSULTANT: CSG Advisors
Incorporated, a Delaware corporation
Date: August z3, zoi a
Bv:'
Leilani I. Brown Tim Rittenhouse
City Clerk Chief Executive Officer
Date: August 23, 2018
By:
John amilton
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
CSG Advisors Incorporated Page 11
EXHIBIT A
SCOPE OF SERVICES
General Services
Consultant shall perform all the duties and services specifically set forth herein and shall
provide such other services as it City and Consultant mutually 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 Consultant prevailing
at the time such services are rendered to the City.
Debt Issuance Services
Consultant shall assume primary responsibility for assisting the City in coordinating the
planning and execution of each debt issue relating to the project designated by the City.
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. 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; and
• Provide Pre -Closing and Closing Assistance.
Specifically, Consultant will:
2.1 Establish the Financing Objectives
At the onset of the financing transaction process for the project designated by
the City, 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.
CSG Advisors Incorporated Page A-1
2.2 Develop the Financing Timetable
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.
2.3 Monitor the Transaction Process
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 designated by the City. The Consultant shall coordinate
(and assist, where appropriate) in the review 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.
2.4 Review the Preliminary and Final Official Statement
Generally, SEC, MSRB, and GFOA guidelines encourage full disclosure so that
potential investors have sufficient data to analyze each proposed financing.
When reviewing the Preliminary Official Statement, the Consultant shall review
the following:
• Security for the Financing;
• Restrictions on Additional Financings;
• Purpose and Funds for which the Financing is Being Issued;
• 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; and
• Such Other Matters as the Context May Require.
2.5 Procure and Coordinate Additional Service Providers
Should the City desire, 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, or other professionals, if
the City directs.
CSG Advisors Incorporated Page A-2
Simultaneous with assisting in the preparation of official statements for each
debt issue relating to the project designated by the City, 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 designated by
the City, 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.
2.7 Compute Sizing and Desiqn 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 designated by the City that is
consistent with the City's objectives, that coordinates each transaction with
outstanding issues and that reflects current conditions in the capital markets.
2.8 Plan and Schedule Rating Agencv Presentation and Investor Briefings
Consultant shall develop a plan for presenting the financing program to the
rating agencies and, if deemed appropriate, the investor community.
Consultant shall work with other financing team members to 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.
2.9 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.
2.10 Conduct Market Analysis and Evaluate Timing of Market Entry
Consultant shall provide regular summaries of
conditions, trends in the market and how these m
affect the City's proposed financing. Consultan
analysis of all financing scenarios considered with
to the City Council supported by the analysis. The
the Consultant shall be provided to City Council a:
Staff Report.
current municipal market
3y favorably or unfavorably
will provide independent
a specific recommendation
written recommendation of
an attachment to the City's
CSG Advisors Incorporated Page A-3
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; and
• Redemption provisions.
2.11 Recommend Award of Debt Issuance
Based upon activities outlined in Task 2.10 above, the Consultant will make a
recommendation 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.
2.12 Provide Pre -Closing and Closing Activities
Consultant shall assist in arranging for the closing of each financing.
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.
CSG Advisors Incorporated Page A-4
EXHIBIT B
SCHEDULE OF BILLING RATES
The following schedule shall apply to any as -needed, on-call advisory services requested
and identified by the City, subject to a not -to -exceed amount for each specific
engagement. Any such services requested by the City subject to an agreed upon scope
of services, term, not -to -exceed amount, and expense reimbursement, as applicable.
Services Not Directly Applicable to a Bond Transaction. The following rates shall
apply to consulting services not directly applicable to a bond transaction:
PERSONNEL HOURLY RATES
Chairman
$300.00
Principal
$275.00
Senior Associate
$150.00
Administrative
$70.00
Bond Transaction Work. Bond transaction work and consulting services related
thereto involves the following contingent fixed fee schedule for each series of bonds
for the following types of bond financing:
Financing Type
Bond
Fees
Tax Allocation Bonds,
Under $10 million
$22,500
Utility Revenue, Lease
$10 million to under $20 million
$28,500
Revenue Bonds and
$20 million to under $30 million
$34,500
Certificates of
$30 million to under $40million
$39,500
Participation:
$40 million to under $50 million
$42,500
Above $50 million
To be negotiated
Assessment or
Formation of new assessment or community
Community Facility
facility district (payable at formation):
$10-15,000'
Districts:
Plus: by issue size (payable at bond closing):
Under $10 million
$19,500
$10 million to under $25 million
$27,500
$25 million to under $35 million
$34,500
$35 million to under $50 million
$32,500
Above $50 million
To be negotiated
Assumes formation is completed within one
year of initiation of work. Beyond one year, will
negotiate additional fees depending on
anticipated work effort. This assumes all work to
be paid from developer deposit.
Competitive Sale
Additional $7,500-12,000 if bonds are sold competitively depending
on bond size and complexity.
CSG Advisors Incorporated Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
CSG Advisors Incorporated Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
CSG Advisors Incorporated Page C-2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
CSG Advisors Incorporated Page C-3
judgment may be necessary for its proper protection and prosecution of the
Work.
CSG Advisors Incorporated Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 9.'5,'18
Dept./Contact Received From:
Date Completed: 9/5/18 Sent to:
Company/Person required to have certificate:
Type of contract:
Fauna
By:
CSG Advisors
Other
Jan
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/27/17 — 10/27/18
A.
INSURANCE COMPANY: Sentinel Insurance Company Ltd
B.
AM BEST RATING (A-: VII or greater): A+/ XV
INSURANCE COMPANY: Sentinel Insurance Company Ltd
C.
ADMITTED Company (Must be California Admitted):
B.
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$2M/$4M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
N Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
Is Company admitted in California?
include): Is it included? (completed Operations status does
❑ No
D.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
UM, $2M min for Waste Haulers): What is limits provided?
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
(What is limits provided?)
its officers, officials, employees and volunteers): Is it
included?
N Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
❑ No
G.
included): Is it included?
10/27/18 Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
H.
HIRED AND NON -OWNED AUTO ONLY:
is not limited solely by their negligence) Does endorsement
❑ Yes
❑ No
include "solely by negligence" wording?
❑ Yes N No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
N N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A N Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 10/27/17 — 10/27/18
A.
INSURANCE COMPANY: Sentinel Insurance Company Ltd
B.
AM BEST RATING (A-: VII or greater) A+/ XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
N Yes
❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
ADDITIONAL INSURED WORDING:
❑ N/A
N Yes
❑ No
G.
PRIMARY & NON-CONTRIBUTORY WORDING:
❑ N/A
N Yes
❑ No
H.
HIRED AND NON -OWNED AUTO ONLY:
N N/A
❑ Yes
❑ No
I.
NOTICE OF CANCELLATION:
❑ N/A
N Yes
❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 10/27/17 —10/27/18
A.
INSURANCE COMPANY: Hartford Accident & Indemnity Company
B.
AM BEST RATING (A-: VII or greater): A+/XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY 1/1/18 —1/1/19 PHILADELPHIA INDEMNITY INSURANCE CO
Rated: A++/XV, Admitted Limits: $2M/$2M ❑ N/A ® Yes ❑ No
V POLLUTION LIABILITY
VI BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Broker of record for the City of Newport Beach
9/5/18
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
Date
CSG I advisors
Municipal Securities Rulemaking Board (MSRB)
Rule G-10, Rule G-42 Disclosures
1 Post Street, Suite 575
San Francisco, CA 94104
Phone: 415.956.2454
Delivered: April 3, 2019
MSRB Rule G-10, Investor and Municipal Advisory Client Education and Protection
Municipal Advisors are required to provide certain written information to their municipal entity or obligated
person which include the following:
• CSG Advisors Incorporated is currently registered as a Municipal Advisor with the U.S. Securities and
Exchange Commission and the Municipal Securities Rulemaking Board.
• The municipal entity or obligated person may obtain the Municipal Advisory client brochure that is
posted on the MSRB website at www.msrb.org. The brochure describes the protections that may be
provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.
MSRB Rule G-42, Duties of Non -Solicitor Municipal Advisors
Municipal Advisors are required to make certain written disclosures to clients which include, amongst other
things, Conflicts of Interest and any Legal or Disciplinary events of CSG Advisors Incorporated and its associated
persons.
Conflicts of Interest. CSG Advisors Incorporated represents that in connection with the issuance of
municipal securities, CSG Advisors Incorporated may receive compensation from an municipal entity or
obligated person for services rendered, which compensation is contingent upon the successful closing of
a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule
G-42, CSG Advisors Incorporated hereby discloses that such contingent and/or transactional
compensation may present a potential conflict of interest regarding CSG Advisors Incorporated's ability
to provide unbiased advice to enter into such transaction. This conflict of interest will not impair CSG
Advisors Incorporated's ability to render unbiased and competent advice or to fulfill its fiduciary duty to
the municipal entity or obligated person.
If CSG Advisors Incorporated becomes aware of any additional potential or actual conflict of interest
after this disclosure CSG Advisors Incorporated will disclose the detailed information in writing to the
municipal entity in a timely manner.
Legal or Disciplinary Events. CSG Advisors Incorporated does not have any legal events or disciplinary
history on CSG Advisors Incorporated's Form MA and Form MA -1, which includes information about any
criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions,
customer complaints, arbitrations and civil litigation. The municipal entity or obligated person may
electronically access CSG Advisors Incorporated's most recent Form MA and each most recent Form MA-
I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form
MA -1 filed with the SEC. If any material legal or regulatory action is brought against CSG Advisors
Incorporated, CSG Advisors Incorporated will provide complete disclosure to the municipal entity or
obligated person in detail, allowing the municipal entity or obligated person to evaluate CSG Advisors
Incorporated, its management and personnel.
ATLANTA LOS ANGELES NEW JERSEY NEW YORK SAN FRANCISCO