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HomeMy WebLinkAboutKNN Public Finance, LLC - 2024-07-01 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND KNN PUBLIC FINANCE,LLC FOR FINANCIAL ADVISORY SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and KNN PUBLIC FINANCE,LLC,hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide as needed financial advisory services;.and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach.Municipal Code, Chapter 3.03,relating to procurement of professional service contracts have been complied with;and CONSULTANT has been selected to perform these services, NOW,THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mark Young who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 358811/24-15444 1of12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on \u( j 1 ,2024(the"Commencement Date"). This Agreement shall automatically terminate three (3)years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three years from the Commencement Date. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 358811/24-15444 2 of 12 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion,whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT,its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in place of subsection A above: 358811/24-15444 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. 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. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 358811/24-15444 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2)years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 358811/24-15444 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 358811/24-15444 6 of 12 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. - 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 358811/24-15444 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach KNN Public Finance,,LLC ATTN: Chief Financial Officer Mark Young, Managing Director 2000 Main Street 5901 W. Century Blvd., Suite 750 Huntington Beach, CA 92648 Los Angeles, CA 90045 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be 358811/24-15444 8 of 12 unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to 358811/24-15444 9of12 Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and 358811/24-15444 10 of 12 agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 3 5 8 8 1 1/24-1 5444 11 of 12 CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of KNN PUBLIC FINANCE, LLC California 1_./V By: �, Director/Chief Mark T. Young (Pursuant To H13MC§3.03.100) print name APPROVED AS TO FO ITS: (circle one)Chairman/PresidentNice President Managing Director AND By: City Attorney fi,,,,.. Dat print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer f.S..Y p^4 City Clerk Date /-2/J/Zy COUNTERPART • 358811/24-15444 12 of 12 WRITTEN CONSENT OF THE MANAGING MEMBER OF KINN PUBLIC FINANCE, LLC The undersigned,being the managing member of KNN PUBLIC FINANCE,LLC, a California limited liability company("Company"), acting pursuant to the provisions of the Company's Operating Agreement and the California Revised Uniform Limited Liability Company Act, hereby consents to and adopts the following resolution: SIGNING AUTHORITY RESOLVED, all Company employees with the titles of Vice President, Director or Managing Director are hereby authorized to execute such documents as are necessary or appropriate to bind the company to its clients and prospective clients, including without limitation,responses to municipal requests for proposal. Date: 42,,-2/ /Z Zc2/d (/ c� DAV /�tLEIFER, Managing ember CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of KNN PUBLIC FINANCE, LLC California By: Director/Chief (Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/President/Vice President AND By: City Attorney f,,,- Date print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer City Clerk Date COUNTERPART 358811/24-15444 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) CONSULTANT will act as an independent "Financial Advisor" and economic market expert, provide advice and assist on debt issuance, structuring, timing of issuance, call provision options, rating matters, and on existing and proposed financial arrangement on an as-needed basis. The Financial Advisor may also be called upon to provide financial advisory services during the course of the fiscal year for other financings that the City may undertake as well as any other 'on call' advisory services including but not limited to strategic planning, capital project analysis, and financial alternatives. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: As part of a quarterly retainer, to be billed in equal quarterly installments, the following services will be provided. 1) Ongoing Debt Reporting and Monitoring including Continuing Disclosure reports, dissemination, material event notices, and other required disclosures for the City, Public Financing Authority, and Successor Agency; 2) Rating Agency assistance with preparation and presentation for new and existing credit ratings, updates, and reviews, including ongoing monitoring of credit factors and review of draft reports; 3) Policy review/development for debt, reserve, and disclosure policies, including ongoing updates as needed; 4) Other "On-Call" Advisory Services including, but not limited to, strategic planning, financial alternatives and analysis for capital projects, 5)IRMA representation EXHIBIT A Transaction financings should not be included in the annual retainer services stated above, but would be a separate fixed fee(see Exhibit B). 1) Assist the City in interfacing with rating agencies with the objective of maintaining and improving, when applicable, the high ratings assigned the City's outstanding and offered securities for all bonded debt, including its underlying ratings. 2)Review any existing policies regarding land-secured financings, and assist the City of the review and development of revised policies as requested. 3) Assist the City in its evaluation of whether to proceed to an implementation phase of district formation (if applicable) and bond issuance and, if applicable, recommend conditions for issuance that the City may consider. 4) Examine the financial feasibility of proposed projects or refunding/restructuring opportunities. 5) Provide timely information, judgments, and forecasts regarding general economic and capital market conditions. 6) Prepare financing schedule, monitor progress of participants, facilitate and coordinate completion of tasks and responsibilities in accordance with schedule.Revise schedule as necessary. 7) Review land use approvals, property ownership, proposed development and phasing plans, and developer's financing plans in conjunction with development and review of appraisals, absorption studies, and the development of a rate and method of apportionment, as necessary. 8)Assist and coordinate in the preparation of legal and disclosure documents related to debt issuance, as necessary. 9) Develop rating agency strategy, prepare rating agency presentation material, schedule meetings with rating agencies, organize and coordinate Council and staff rehearsals and presentations and coordinate itinerary for rating agency visits as required. 10)Assist in the preparation of Request for Proposals for underwriters as directed by City. EXHIBIT A Assist in the evaluation of proposals, conduct interviews as necessary, and provide recommendation as to firms selected. 11) Develop and take a primary responsibility for quantitative analysis of structuring alternatives for debt issues including sizing, structure, and term of issue. Provide computer modeling and comparison of alternatives. 12) Assist and coordinate discussions and prepare presentation materials for identified key institutional investors. Coordinate itinerary, as necessary, for visits to institutional investors or meeting sites. 13)Analyze and participate in decision as to timing of sale and consult as to advisability or necessity for rescheduling sale depending on market conditions. 14)Prepare analytical discussion of market conditions and projected pricing results prior to sale. Provide independent pre-pricing analysis to City prior to sale including market activity, projected results,market supply and demand characteristics, and comparable sale analysis. 15) Coordinate and monitor marketing programs initiated by underwriter to develop pre- sale market interest. Prepare and coordinate placement of notices and advertisements in periodical publication(Bond Buyer, etc.)to stimulate market interest. 16) Assist in development of and recommendation with respect to pre-sale interest rate scale and structure for pre-marketing purposes. Provide recommendation with respect to underwriter retention as defined prior to sale. 17) Analyze market conditions with respect to underwriters' compensation. Provide comparable transaction comparisons and recommendation with respect to order writing spread and components thereof. 18) Participate in pricing process, analyze volume and type of orders and provide recommendation as to acceptance or re-pricing of offer to underwrite at conclusion of pricing period. 19)Provide pricing analysis and comparisons following sale, document pricing results, and EXHIBIT A provide written report to City with respect to final pricing and underwriter compensation level. Deliver quantitative schedules showing results of final pricing. 20) Assist and coordinate with administrative matter related to transaction closing, including preparation and distribution of final official statement. Participate in closing procedures. 21) Provide advice to the City regarding alternative forms of investment, strategies and alternatives to its investment policies. 22) Upon request, assist in reviewing and analyzing legislation that may have a financial impact on the City. 23) Upon request, assist City in conducting surveys of financial activities of other major operating utilities. 24) Upon request, attend Council meetings and make presentations to the City Council, its committees and staff. • , C. CITY'S DUTIES AND RESPONSIBILITIES: City will provide access to any document or employee(s) necessary for CONSULTANT to fulfil assigned task. D. WORK PROGRAM/PROJECT SCHEDULE: Work assignments will be as needed,as directed by the City. EXHIBIT A KNN Payment Schedule Fixed Fee Payment An annual retainer amount not to exceed$10,000,billed in quarterly installments of$2,500.00 The following fixed transaction fees for debt offerings are separate from the retainer fees and will be billed in the event the City requires these services. Transac�tio Type Fees germs Lease Revenue Bonds or,COPs _w $50,000<-$60,000 g'Enterprise..RevenuelBonds $50;000`- $70_,000 ,;,` r,, ,, • q,Refunding Tax Allocation Bonds $50 000-$70,000 Special Assessment Bonds _ W.'$35,000 $60,000 Mello-Roos Bonds° $35,000-$60,000 General Obligation Bonds $45000 $55,000 Hourly Rates For assignments that are above and beyond the scope of retainer, KNN would charge hourly fees based on the following schedule: . Titl Managing Director ' `� $365 ' Director ° °, a °�,, $355 Vice.President P $335 . r. Assistant Vice President '� ' _ $310 Associate . �'° , $275 Analyst.'. << � '� $245 *Subjecttto-`annual increase not-to-exceed 3%`a year with;written approval,from the City ° ° ' r E (1-* A RL) CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) `-..----- 8/15/202 I,F' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. +a:'; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLL. ' BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR r,'� REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh&McLennan Agency LLC PHONE Felicia McAroy FAX Marsh&McLennan Ins Agency LLC (A/C No,Ext).925-482-9337 liA/C rto): E-MAIL. 1255 Treat Blvd#950 ADDRESS: Felicia.McAroy©MarshMMA.com Walnut Creek CA 94597 INSURER(S)AFFORDING COVERAGE NAICSI License#:OH18131 INSURERA:Gemini Insurance Company 10833 INSURED KNNPUBLI INSURER e:Sentinel Insurance Company Ltd 11000 KNN Public Finance LLC 2054 University Avenue#300 INSURER C: Berkeley CA 94704 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1900107769 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDTYPE OF INSURANCE INSD I W BR POLICY YT , POLICY EXP LTR INSD I WVD POLICY NUMBER (MMIDDIYYYYI�.(MMIOD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY 57SBABP5446 8/19/2024 I 8/19/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE I X J OCCUR DAMAGET'ORENTED �_-_---_- PREMISES-(Ea occurrence) S 1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEM.AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- X POLICY JECT I I LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: I $ B AUTOMOBILE LIABILITY 57SBABP5446 8/19/2024 8/19/2025 (Ca accident)INGLE LIMIT $1,000,000 ANY AUTO _. BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ _____AUTOS ONLY _, AUTOS X HIRED y NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) _ S B X UMBRELLA LIAR X OCCUR 57SBABP5446 8/19/2024 8/19/2025 EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION$1i1M0 $ WORKERS COMPENSATION N PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE EIS ANYPROPRIETOR/PARTNERJEXECUTIVF E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A ----. -- (Mandatory In NH) E.L.DISEASE-PA EMPLOYEE S If yes,descube under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Errors&Omissions VNPL016792 8/19/2024 8/19/2025 S2,000,000 Per Claim S2,000,000 Agg. S50.000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addlttonal Remarks Schedule,may be attached it more space is required) The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunte LY isl of 1d pRNk,su d neral Liability and Auto Liability),per the attached. EATM I C H A E L GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main Street Huntington Beach CA 92648-0000 AUTHORIZED REPRESENT �A,T�IV�Ej�/ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD RISK u j'ISK Nt,f11.1(.9:3'G4k. :1Iw, INSURED: KIN PublicFinance LLC POLICY#: S7SBABPS448 POLICY PERIOD: 08/19/2024 To OB/19/2026 BUSINESS LIABILITY COVERAGE FOF (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred In whole or in (15) Arising out of discrimination or part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q, Eiectronlc Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability ' any way respond to or assess the to access, or Inability to manipulate effects of an"asbestos hazard";or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury"or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or In any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Malls, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily Injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or Is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including anyamendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the person at whom any of the (2) The CAN-SPAM Act of 2003, including employment-related practices any amendment of or addition to such described In Paragraphs(a), (b),or(c) law;or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or In any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k.through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of insurance. FormSS00080405 - Page9of24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust,you are an insured. Your truste ;: '= We will not pay expenses for"bodily Injury": are also insureds, but only with respect a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following Is also an Insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any Insured or a tenant of any insured, performing duties related to the conduct of your business, or your"employees", other c. Injury On Normally Occupied Premises than either your"executive officers"(if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, If benefits for the conduct of your business. the "bodily Injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for; or disability benefits law or a similar law. (1) "Bodily Injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or Joint venture), to your members contests. (if you are a limited liability f. Products..Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other ,Excluded.under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO iS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An Individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation Insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business, damages because of the injury c. A limited liability company, you are an described In Paragraphs (1)(a) or insured. Your members are also Insureds, (b)above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professionl only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company,you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors, you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does i control of, or over which physical apply to: = _; control is being exercised for any (1) "Bodily Injury" or "property damac_ V purpose by you, any of your that occurred;or "employees", "volunteer workers", (2) "Personal and advertising Injury" any partner or member(if you are arising out of an offense committed a partnership or Joint venture), or any member (If you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator OF Mobile Equipment Any person (other than your"employee"or With respect.to"mobile equipment"registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person Is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person Is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind Is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily Injury" to a co-"employee" of the d. Legal Representative if You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an Insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the Insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown In the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only If no other insured under this insurance Is also an Insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance, a. "Bodily injury" to a co"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, In the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured If there Is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organlzation(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the Insureds when' you have agreed, In a written policy period,whichever is earlier;and Form SS 00 08 04 05 Page 11of24 BUSINESS LIABILITY COVERAGE FORM I70. contract, written agreement or because of a (e) Any failure to make su _!k permit issued by a state or political Inspections, adjustments, tests , subdivision, that such person or organization servicing as the vendor h be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the Issuance of the permit. with the distribution or sale of the A person or organization Is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However,no such person or organization Is an at the vendor's premises In additional insured under this provision if such connection with the sale of the product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container,part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily Injury" or "property damage" arising out of the sole Any person(s)or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising out of"your products"which are distributed Its employees or anyone else acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (I) The exceptions contained In "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (Ii) Such Inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is obligated to pay damages by (2) This Insurance does not apply to any reason of the assumption of insured person or organization from whom you have acquired such products, liability in a contract or agreement. or any Ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equip ment of the contract or agreement; q p (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, In whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such Inspection, demonstration, testing, person or organization. or the substitution of pails under instructions from the manufacturer, and then repackaged in the original container; • Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the Insurance afforded e. Permits issued By State Or Politic J c-.• to these additional insureds, this Subdivisions le u insurance does not apply to any (1) Any state or political subdivision, L_.. "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has Issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional Insureds, this of the ownership, maintenance or use Insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) 'Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury"caused, in whole (a) In the performance of your or In part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on your behalf: (b) In connection with your premises owned by or rented to you;or (a) in connection with your premises; (c) In connection with"your work"and or included within the "products- (b) in the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (I) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (II) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily Injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services,including: activities. Form SS 00 08 04 05 Page13of24 • BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does t •?: .., failure to prepare or approve, apply to "property damage" to premis maps, shop drawings, opinions, while rented to you or temporal reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies,the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described In Section D.— Limits "property damage" and medical expenses Of Insurance, arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional Insured the Declarations. is described in the Other insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown In the Declarations. respect to the conduct of any current or past 4. Personal And Advertising injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and .the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit Is the most we will pay under Business a. Insureds; "property Coverage for damages because of damage"to any one premises, while b. Claims made or"suits"brought;or rented to you,or In the case of.damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"sults", temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: in the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of. "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. pp y The most we will pay on behalf of a person or b. Damages because of all other "bodilyon who an additional In injury", "property damage" or "personal u deriza this Cove agel s Part Is the lesser of:sured and advertising injury", .Including medical expenses, is the General Aggregate Limit a. The limits of insurance specified In a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown In the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is Interrupted only by a addition to the Limits of Insurance shown In street, roadway or right-of-way of a the Declarations and described in this Section. railroad. • Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over oil +� o Additional Insured To Other insurance, we will pay only our share • '• insurance the amount of the loss, if any, tl That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that Insured amounts under all that other • insurance;or Insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown ' in the However, the following provisions Declarations of this Coverage Part. apply to other Insurance available to c. Method Of Sharing any person or organization who is an If all the other Insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary insurance When each Insurer contributes equal amounts Required By Contract until It has paid its applicable limit of This insurance is primary if you Insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other.insurance does not permit this Insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurers share is based on the ratio of its by the method described In c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b):Pirirary:::And. Nbn.Contrib:utory 8. Transfer Of Rights Of Recovery Against `'Jo: iOther Insurance' Wbt mt€ Others To Us :Required:By:Contract: a. Transfer Of Rights Of Recovery If you have agreed In a written If the insured has rights to recover all or contract, written agreement or, part of -any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under:this Coverage Part, those rights are the additional Insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not .seek request, the Insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not • Paragraphs(a)and (b)do not apply to apply to Medical Expenses Coverage. other Insurance to which the additional b. Walver:Of Rights::Of Recovery:(Wafver insured has been added as an Of Subrogation) additional insured. When this insurance is excess, we will If the Insured, has waived any rights of have no dutyunder this Covera a.Part to recovery against any person or g organization for ail or part of any payment, defend the insured against any"suit"if any Including Supplementary Payments, we • other insurer has a duty to defend the have made under this Coverage Part, we insured .against that "suit". If no other also waive that right, provided the Insured insurer defends,, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 INSURED: INN Public Finance I LC POLICY#: 67SBABP6446 POLICY PERIOD: O818eO24 TO 08/1912026 i' I' M' •''k ti )I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON-OWNED AUTO This endorsement modifies Insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage Is subject to all provisions In the moved from the place where they are BUSINESS LIABILITY COVERAGE FORM not accepted by the"insured"for movement Into expressly modified herein: • or onto the covered"auto";or c. After the "pollutants" or any property in A. Amended Coverage: which the "pollutants" are contained are Coverage is extended to "bodily injury' and moved from the covered"auto"to the place "property damage"arising out of the use of a"hired or abandonedere dey are byfi the delivered,disposed of auto"and"non-owned auto". or the"Insured". B. Paragraph B. EXCLUSIONS is amended as Paragraph a.above does not apply to fuels, lubricants, fluids, exhaust gases or other follows: similar "pollutants" that are needed for or 1. Exclusion g.Aircraft,Auto or Watercraft does result from the normal electrical, hydraulic not apply to a "hired auto" or a "non-owned or mechanical functioning of the covered auto". "auto"or its parts,If: 2. Exclusion e. Employers Liability does not (1) The "pollutants"escape, seep, migrate, apply to"bodily injury"to domestic"employees" or are discharged or released directly not entitled to workers' compensation benefits from an "auto" part designed by Its or to liability assumed by the"insured"under an manufacturer to hold, store, receive, or "insured contract". dispose of such"pollutants";and 3. Exclusion f. Pollution is replaced by the (2) The "bodily injury" and "property following: damage" does not arise out of the "Bodily Injury"or "property damage"arisIng out operation of any equipment Ilsted in of the actual, alleged or threatened discharge, paragraphs 15.b. and 15.c. of the dispersal, seepage, migration, release or definition of"mobile equipment". escape of"pollutants": Paragraphs b.and c.above do not apply to a. That are, or that are contained In any "accidents" that occur away from premises property that Is: owned by or rented to an "insured" with respect to "pollutants" not in or upon a (1) Being transported or towed by,handled, covered"auto"if: or handled for movement into, onto or from,the covered"auto": (1) The "pollutants" or any property In (2) Otherwise in the course of transit by or which the"pollutants"are contained are on behalf the"Insured"; upset, overturned or damaged as a result of the maintenance or use of a (3) Being stored, disposed of, treated or covered"auto";and processed in or upon the covered "auto". b. Before the "pollutants" or-any property in which the "pollutants" are contained are Form SS 04 38 09 09 Page 1 of 3 © 2009,The Hartford (includes copyrighted material of iSO Properties,Inc.,with Its permission) INSURED: KNN Public Finance LLC ri POLICY#: 57SBA0P5445 POLICY PERIOD: 08/19/2024 TO oena/2025 :l'y"eyy- ilir'41 (2) The discharge, dispersal, seepage, company)for an"auto"owned by him or her migration, release or escape of the or a member of his or her household. "pollutants" is caused directly by such d. Anyone liable for the conduct of an "Insured" upset,overturn or damage as a result of described above but only to the extent of that the maintenance or use of a covered liability. "auto". D. With respect to the operation of a "hired auto" and 4. With respect to this coverage, the following "non-owned auto", the following additional additional exclusions apply: conditions apply: a. Fellow employee 1. OTHER INSURANCE Coverage does not apply to"bodily Injury"to a. Except for any liability assumed under an any fellow "employee" of the "insured" "Insured contract"the Insurance provided by arising out of the operation of an "auto" this Coverage. Form is excess over any owned by the"Insured" In the course of the other collectible insurance. fellow"employee's"employment, b. Care,custody or control However, if your business is the selling, servicing, repairing, parking or storage of Coverage does not apply to "property "autos", the insurance provided by this damage" involving property owned or endorsement is primary when covered transported by the "insured" or In the "bodily injury" or "property damage" arises "insured's"care,custody or control. out of the operation of a customer's "auto" C. With respect to "hired auto" and "non-owned auto" by you or your"employee", coverage, Paragraph C. WHO IS AN INSURED Is b. When this Coverage Form and'any other • deleted and replaced by the following: Coverage Form or policy covers on the The following are"insureds": same basis, either excess or primary, we a. You. will pay only our share. Our share Is the proportion that the Limit of Insurance of our b. Your "employee" while using with your Coverage Form bears to the total of the permission: limits of all the Coverage Forms and policies (1) An"auto"you hire or borrow;or covering on the same basis. (2) An "auto" you don't own, hire or borrow In 2. TWO OR MORE COVERAGE FORMS OR • your business or personal affairs;or POLICIES ISSUED BY US (3) An "auto" hired or rented by your if the Coverage Form and any other Coverage "employee" on your behalf and at your Form or policy issued to you by us or any direction, company affiliated with us apply to the same c. Anyone else while using a"hired auto"or"non- "accident the aggregate maximum Limit of owned auto"with your permission except: Insurance under all the Coverage Forms or policies shall not exceed the highest applicable (1) The owner or anyone else from whom you Limit of insurance under any one Coverage hire or borrow an"auto". Form or policy. This condition does not apply to (2) Someone using an auto while he or she is any Coverage Form or policy Issued by us or an working In a business of selling, servicing, affiliated company specifically to apply as repairing, parking or storing "autos" unless excess Insurance over this Coverage Form. that business Is yours. E. The following definitions are added: (3) Anyone other than your "employees", G. LIABILITY AND MEDICAL EXPENSES partners(If you are a partnership),members DEFINITIONS: (if you are a limited liability company), or a 1. "Hired auto" means any "auto"you lease, lessee or borrower or any of their hire, rent or borrow. This does not include "employees", while moving property to or any auto you lease, hire, rent or borrow from an"auto". from any of your"employees",your partners (4) A partner (if you are a partnership), or a (if you are a partnership), members (if you member (If you are a limited liability are a limited liability company), Page 2 of 3 Form SS 04 38 09 09 INSURED: KNN Public Finance LLC POLICY#: 57SBABP5446 POLICY PERIOD: 08/t9r2024 TO 08/19/2025 21} i 14p� or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you Insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of Its breakdown, repair, servicing or destruction. 2. "Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which Is used in connection with your business. This Includes: a."Autos"owned by your"employees"your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's "auto" that is In your care, custody or control for service. Form SS 04 38 09 09 Page 3 of 3 MARSH&MCLENNAN AGENCY LLC CO 1255 TREAT BLVD STE 950 .# WALNUT CREEK CA 94597-2144 CITY OF HUNTINGTON BEACH' 2000 MAIN ST HUNTINGTON BEACH CA 92648-2763