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HomeMy WebLinkAboutLee, Christopher; 2021-04-06; PSALCA-22079CACity Attorney Approved Version 6/12/18 1 AGREEMENT FOR LOAN OF ARTWORK & ARTIST SERVICES CHRISTOPHER LEE THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Christopher Lee, a Sole Proprietorship, ("Contractor”/”Lender”). RECITALS City requires the professional services of an artist to loan artwork to the City for public display in the City’s Sculpture Garden, 2955 Elmwood Street, Carlsbad, CA. Contractor has the ability to loan the Artwork and is available for various speaking engagements and/or instructional and outreach events, has submitted a proposal to City and has affirmed its willingness and ability to share their artwork and their artwork knowledge. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A” and loan Artwork as specified in “Exhibit B”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of no more than fifteen (15) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be two thousand five hundred dollars ($2,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337Debbie Jo McCool Tonya Rodzach Richard SchultzDebbie Jo McCool Suzanne Smithson Ed Garbo 6th April City Attorney Approved Version 6/12/18 2 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Christopher Lee Title Cultural Arts Manager Title Artist Department Library & Cultural Arts Address 11072 Puebla Drive La Mesa, CA 91941 Address City of Carlsbad 1775 Dove Lane Phone No. 619-840-5351 Carlsbad, CA 92011 Email turchin551@cox.net Phone No. 760-602-2086 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 City Attorney Approved Version 6/12/18 3 10. TERMINATION City may terminate this Agreement at any time after a discussion, and written notice to the Contractor. Contractor may terminate this Agreement any time before the artwork is placed for exhibition, after a discussion, and written notice to the City. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 City Attorney Approved Version 6/12/18 4 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by City Manager Christopher Lee, Artist (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney By: Deputy City Attorney DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES Lender will loan artwork to the City to be exhibited in the 25-Year Retrospective exhibition in the outdoor City’s Sculpture Garden, 2955 Elmwood Street, Carlsbad, CA as well as provide additional services as described below. 1. CITY’S CONTACT INFORMATION • Cultural Arts Manager, Richard Schultz, 760-602-2086, richard.schultz@carlsbadca.gov • Community Arts Coordinator, Tonya Rodzach, 442-245-0502, tonya.rodzach@carlsbadca.gov • Cultural Arts General Phone, 760-602-2090 *Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 2. EXHIBIT LOCATION Sculpture Garden, 2955 Elmwood Street, Carlsbad, CA, 92008 3. ARTWORK LOAN PERIODS • Artwork loan period: April 26, 2021 to June 10, 2022 • Sculpture Garden exhibit period: May 3, 2021 to May 28, 2022 Lender agrees to loan the Artwork specified on the checklist attached as Exhibit "B." The Artwork will remain in the City’s possession during the loan period but may be withdrawn from the exhibition at the City’s sole discretion. City will notify Lender when any Artwork is withdrawn from the exhibit. City and Lender may agree in writing to extend the duration of this Agreement. Acceptance of the Artwork does not imply that the Artwork will be placed or maintained on public display for the Agreement's exhibit duration. Lender agrees to loan the Artwork specified on the checklist attached as Exhibit "B" of this Agreement to City. 4. TRANSPORTATION AND PACKING Lender will transport and deliver Artwork and oversee the artwork installation at the City’s Sculpture Garden. Lender certifies that the work to be loaned to the City under the terms and conditions of this Agreement is in good condition. City shall inspect the Artwork and complete and sign the opening condition report for each piece of Artwork, which will constitute the property's condition at the time of the receipt of the Artwork loan. Any discrepancies, losses, or evidence of damage to the Artwork noted at the time of inspection or at any time while in the City’s custody will be reported immediately to the Lender. Lender will deliver Artwork to the City’s Sculpture Garden by loan start date, as described above. At the end of the exhibition, Lender will be responsible for picking up Artwork within a predetermined date that is agreed upon by both parties and within ten (10) business days after the close of the exhibition, no later than the date described above, unless other written arrangements are made between City and Lender. All drop-off and pickup deliveries shall be coordinated with the City's Cultural Arts Manager or Designee. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 City Attorney Approved Version 6/12/18 6 5. LENDER Virtual Programming Lender will be available to participate in virtual exhibition programming such as virtual tours, audio, or on-camera interviews and any media opportunity. All virtual programming will be coordinated in advance with the City's Cultural Arts Manager or Designee and shall constitute “work made for hire” under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other applicable law. CITY reserves the right to audio and/or video record and to reproduce and distribute any lecture, reading or speaking engagement, and musical concert or musical Performance performed under this Agreement as virtual programming. City may retain the recording in its files, may replay the recordings for its employees and the public, including the right to post, replay, or broadcast the recordings on the City’s YouTube channel, the City’s cable channel, the City’s Library Facebook Live account, and other similar City internet-based platforms, and may make the recording available for non-circulation use at its library facilities. City shall not sell the recording. City shall provide a copy of the recording to the Artist, upon the Artist’s request. Press Kit Upon execution of Agreement, the Lender agrees to provide a high-resolution image of self (headshot preferred) and written biography (up to 300 words) as well as four (4) to five (5) high-resolution images of Artwork being shown in the gallery. Images shall be delivered to the City's Cultural Arts Manager or Designee in electronic form immediately upon the Agreement's execution. Warranty of Title Lender warrants that Lender is either the owner of the Artwork or the authorized agent of the lawful owner or artist of the Artwork and has the authority to enter into this Agreement and to grant the rights to City as set forth in this Agreement. Lender also warrants that the Artwork(s) is not now or will be subjected to claims of ownership, lien, encumbrance, copyright infringement, or trademark infringement under any state or federal law. Lender shall indemnify the City, its officers, and employees for all damages related to a claim asserting a violation or claim of violation of this Warranty of Title, including reasonable attorney fees and costs. Artwork Withdrawals Lender agrees once Artwork is placed for exhibition, it cannot be withdrawn from an exhibition by the Lender for any reason. 6. CITY Artwork Installation City shall install and exhibit the Artwork. City reserves the right to make the final decision on which items will be included in the exhibition, and the arrangement of the exhibit. City shall take reasonable steps to preserve the exhibited Artwork against adverse environmental conditions, deterioration, damage or theft. Artwork Inspection Artwork will be visually inspected upon receipt, and any noticeable damage will be documented on the shipping receipt. Evidence of damage to Artwork while in the City’s custody will be reported immediately to the Lender. Artwork can be installed into a concrete pad or other identified surface with two to four points of connection. City may elect to display damaged Artwork if, in City’s sole determination, the displaying of the damaged Artwork will not exacerbate the preexisting damage. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 Audra Mahoney Audra Mahoney City Attorney Approved Version 6/12/18 7 7. REPRODUCTION RIGHTS, PUBLICITY AND PHOTOGRAPHY Except as limited by this Agreement, Lender retains any or all copyright, licensing, and/or ownership rights to the Artwork available to him/her under state or federal law. In accordance with Section 5 of the Scope of Work, Lender grants City the right to photograph, telecast, video production, social media coverage or make similar visual reproductions of the Artwork covered by this Agreement for publicity and advertising purposes and other educational purposes and in catalogues or posters that it distributes. City agrees to acknowledge the artist on all related print matter, exhibition announcements, publicity releases, invitations, posters, signs, or other promotional or educational materials relating to the Artwork. 8. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Lender what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six (6) feet. The safety protocols may be modified at any time due to changing rules, regulations or circumstances. 9. CONTRACTOR FEE / INVOICING Fee The total fee payable for the Services to be performed will be two thousand five hundred dollars ($2,500) in two payment installments. Payment Schedule - • 1st Payment $1,750 Upon Artwork delivery and completion of installation • 2nd Payment $750 Upon pick-up of Artwork and de-installation Invoicing & Payment Contractor will be responsible for submitting invoices for Payment to the City of Carlsbad's Cultural Arts Manager or Designee, as designated on the schedule above. All invoices shall be detailed to include related activities. Final invoices approval will be completed by the Library & Cultural Arts Director or Designee. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 City Attorney Approved Version 6/12/18 8 EXHIBIT “B” Carlsbad Sculpture Garden Artwork Loan Lender: Christopher Lee Lender phone: 619-840-5351 Lender address: 11072 Puebla Drive, CA 91941 Lender email: turchin551@cox.net Total number of works: 1 Total insurance value: $20,000 1. Title: Scion Insurance value: $20,000 Size: height 141” x diameter 28” Overall weight: 300 lbs Media: Laser-cut steel, glass, wood, copper Year made: 2005 Description: “Scion” is an abstraction of the first stages of the sprouting tree and may be interpreted as an analogy to life and growth in the community and that from small beginnings, great things may grow. Credit line: Christopher Lee Image: DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Tonya Rodzach, Community Coordinator, Library & Cultural Arts Dept. Feb. 18, 2021 (Name and Department) (Date) Proposed modification(s) to the General Liability requirement(s) for ARTIST (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): All onsite interviews on this Agreement are speaking engagement and/or instructional outreach events taking place at the Carlsbad Sculpture Garden, located at 2955 Elmwood Street, Carlsbad, 92008. Each event would have no audience and adherence to Health and Safety requirements provided by the city. Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Admin Order #68.doc 06/15/2006 27 DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 3/30/2021 Amended auto policy declarations Your policy effective date is May 26, 2020 Total Amount Due for the Policy Period Please review your insured vehicles and verify their 2001 Ford Truck F150 VINs are correct. ¥e^h.i.CI_es cg¥ere9 _ Identi ication Number (VIN)1FTRX17L11NA76372 2016 Chevrolet Malibu California Fraud Assessment Fee 1G11C5SA4GF122987 ©AIIstate® You're in good hands. Page 1 of 4 Information as of May 12, 2020 Summary Pf.emi.win Named Insured(s) $278.57 Christopher Lee, Arlene Lee 405.79 Total* Mailing address 1.76 11072 Puebla Dr $686.12 * Your bill _ .,., ___--_ -\---_ ,---I.a::s_t_!.ilsI:r|!Ic!_i:€IT!?sp?ymen!opt.ionsgndinsttalim6ntfe:;ni;;widii';;.`lif;::.do notpayinfull,youwillbechargedaninstallmentfee(s). See the Important payment and coverage information section for details about installment fees. ¥j.I_I,P:ra.ile.dseparately.Be_foremakingapaymen{,pleaserefertoyour\ \ , Discounts (included in your total premium) Anti-theft $2.63 Good Driver (20°/o) $153.39 Multiple policy $12.42 Distinguished $142.93 Driver Discounts per vehicle 2001 Ford Truck F1150 Anti-theft SO.90 Multiple policy $4.24 $1104.55 Good Driver (20%) $51 .93 Distinguished $47.48 Driver 2016 Chewolet Malibu Anti-theft $1.73 Multiple policy $8.18 $206.82 Good Driver (20%) $101.46 Distinguished $95.45 Driver L±_sled drivers on your policy Christopher Lee Arlene Lee Excluded drivers from None your I'Olicy 82077 San Diego CA 91941-7100 =:=;g=-5:`.:-::::. Your policy provided by Allstate Northbrook Indemnity Company Policy period Beginning May 26, 2020 through November 26, 2020 at 12:01 a.in. standard time Your policy changes are effective May 12, 2020 Your Allstate agency is LaHab-r-alnsAgy 2013 E La Habra Blvd LA Habra CA 90631-4203 (562) 691-9175 CHADLUITWIELER@allstate.com Some or all of the information on your Policy Declarations is used in the rating of your policy or it could affect your eligibility for certain coverages. Please notify us immediately if you believe that any information on your Policy Declarations is incorrect. We will make corrections once you have notified us, and any resulting rate adjustments, will be made only for the current policy period or for future policy periods. please also notify us immediately if you believe any coverages are not listed or are inaccurately listed. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 Amended auto policy Policy number: Policy effective date: Covera declarations 699 812 838 May 26, 2020 e detail for 20011 Ford Truck F1150 Page 2 of 4 Coverage Limits Deductible Premium Automobile Liability Insurance • Bodily Injury • Property Damage $100,000 each person $300,000 each occurrence $100,000 each occurrence Not applicable $243.74 Auto collision Insurance Not purchased* Auto comprehensive Insurance Actual cash value Rental Reimbursement Not purchased* Towing and Labor costs Not.purchased* Uninsured Motorists Insurance • Bodily Injury • Property Damage Automobile Medical Payments $15,000 each person $30,000 each accident $3,500 each accident Not purchased* Coordinated Medical Protection Not purchased* System NQt purchased* Not purchased* Not applicable $17.84 Total premium for 2001 Ford Truck F150 * This coverage can provide you with valuable protection. To lielp you stay current with your illsuran¢e needs, contact your Allstate agent to discuss coverage options and otller products and services that can help protect you. VIN IFTRX17L11NA76372 Rating information Your premium is determined based on certain information, including the following: • This vehicle is driven for pleasure, married person licensed 51 years. Allstate iises mileage information as one factor to help determine your premium amoL]nt. Important Note: The annual mileage figure applicable to this vehicle for the expiring policy period was: 3,500 -3,999. The annual mileage figure applicable to this vehicle for the current policy period is: 3,500 -3,999. If any of the information shown above is incorrect, missing or changes in the future, please contact your Allstate representative. Please keep in mind that a change in any of tlie information may result in an adjustment to your premium. DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 Amended auto policy Policy number: Policy effective date: Covera declarations 699 812 838 May 26, 2020 e detail foI. 2016 Chevrolet Malibu pa8e3Of4 ©4llstate® You're in good hands. Coverage Limits Deductible _ __ _ _ _ _P_!eap]|±±P| Automobile Liability Insurance • Bodily Injury • Property Damage $100,000 each person $300,000 each occurrence $100,000 each occurrence Auto Collision Insurance Waiver of deductible applies Auto Comprehensive Insurance Rental Reimbursement Actual cash value Actual cash value Not.purchased* Towing and Labor Costs Not applicable $184.78 $169.82 $250 $32.7 9 Not purchased* Uninsured Motorists Insurance for Bodily Injury Automobile Medical Payments Coordinated Medical Protection S15,000 each person $30,000 each accident Not purchased* Not applicable Not purchased* Sound system Not purchased* Tape No``t purchased* Total premium for 2016 Chevrolet Malibu $405.79 * This coverage can provide you with valuable protection. To help you stay current with your insurance need_s, _contact yoLir AIIstate ag_ent to disc_uss coverage options and other products and services that can help protect you. VIN IG11C5SA4GF122987 Rating information Your premium is determined based on certain information, including the following: • This vehicle is driven 3-9 miles to work/school, married person licensed 49 years. AI]state Lises mileage information as one factor to help determine your premium amount. Important Note: The annual mileage figure applicable to this vehicle for the expiring policy period was: 8,500 -8,999. The annual mileage figure applicable to this vehicle for the current policy period is: 8,500 -8,999. If any of the information shown above is incorrect, missing or changes in the future, please contact your Allstate representative. Please keep in mind that a change in any of the information may result in an adjustment to your premium. Additional coverages Automobile Death Indemnity Insurance Notpurchased* Automobile Disability Income protection Not purchased* 82077 (continued) DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337 Amended auto policy Policy number: declarations 699 812 838 Policy effective date: May 26, 2020 Page 4 of 4 Identity Theft Expenses Not purchased* * This coverage can provide you with valuable protection. To help you stay current with your insurance needs, contact your Altstate agent to discuss coverage options and other products and services that can help protect you. Your policy documents Your automobile policy consists of this Policy Declarations and the documents in the following list. Please keep these together. • Amendment of policy provisions -AU14626-1 . California Amendatory Endorsement -AU14629-3 Important payment and covera.ge information Here is some additional, helpful information related to your coverage and paying your bill: >Your rate is lower because you are insuring multiple cars. >Your bill will be sent to you in a separate mailing and will list any payment option(s) available to you. If you are eligible to pay your premium in installments, your first bill will reflect your available payment options, including the option to pay in full or to pay in monthly installments. Please note that any amounts payable for the first renewal bill will not include an installment fee (unless you have an unpaid balance from a Rrevious policy period, in which case the Minimum Amount Due will include an installment fee, or unless you are participating in the Allstate Easy Pay Plan). The following applies to installment payments made after your first renewal bill. If you decide to pay your premium in installments, there will be a $3.50 installment fee charge for each payment due, lf you make 6 installment payments during the policy period, and do not change your payment plan method, then the total amount of installment fees during the policy period will be $21.00. If you are on the Allstate® Easy Pay Plan, there will be a Sl.00 installment fee charge for each payment due. If you make 6 installment payments during the policy period, and remain on the Allstate® Easy Pay Plan, then the total amount of installment fees during the policy period will be $6.00. If you change payment plan methods or make additional payments, your installment fee charge for each payment due and the total amount of installment fees during the policy period may change or even increase. Please note that the Allstate® Easy Pay Plan allows you to have your insurance payments automatically deducted from your checking or savings account. Allstate Northbrook Indemnity Company's Secretary and President have signed this policy with legal authority at Northbrook, l'linois. av4ftywhur Phil Telgenhoff President ke#Zfa Susan L. Lees Secretary DocuSign Envelope ID: D80673C4-7046-4ABE-B924-F66810C4E337