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Home My WebLink AboutStradling Yocca Carlson & Rauth; 2022-07-21; City Attorney Approved Version 6/12/18 1 4890-9315-2035v3/022062-0036 RATIFICATION OF AGREEMENT AND AGREEMENT FOR BOND COUNSEL AND DISCLOSURE SERVICES STRADLING YOCCA CARLSON & RAUTH THIS RATIFICATION OF AGREEMENT AND AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___,, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Stradling Yocca Carlson & Rauth, a corporation, ("Contractor"), but effective as of May 20, 2022. RECITALS A. City requires the professional services of an independent bond counsel that is experienced in providing bond counsel and disclosure services for the refunding of reassessment district bonds. B. Contractor has the necessary experience in providing professional services and advice related to bond counsel and disclosure services for the refunding of reassessment district bonds. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. City and Contractor desire to ratify any work Contractor performed without the benefit of an agreement. 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. Any Services performed by Contractor without the benefit of this Agreement are ratified. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor’s profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Seventy-One Thousand Five Hundred dollars ($71,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC July21st 22 City Attorney Approved Version 6/12/18 2 4890-9315-2035v3/022062-0036 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor’s own way as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor’s subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor’s work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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 up to the limits of Contractor’s professional errors and omissions insurance coverage. The parties expressly agree that any payment, attorneys’ 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best’s Key Rating of not less than "A-:VII"; OR with a surplus DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 3 4890-9315-2035v3/022062-0036 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor’s indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor’s sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor’s work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers’ Compensation and Employer’s Liability. Workers’ Compensation limits as required by the California Labor Code. Workers’ Compensation will not be required if Contractor has no employees and provides, to City’s satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 4 4890-9315-2035v3/022062-0036 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements, provided that City agrees that Contractor may submit a redacted copy of its professional liability policy in order to comply with the requirements of Contractor’s carriers. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. 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 Zach Korach Name Brian Forbath Title Finance Director Title President Department Finance Address 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Address 1635 Faraday Avenue Phone No. 949-725-4193 Carlsbad, CA 92008 Email bforbath@stradlinglaw.com Phone No. 760-271-4236 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. DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 5 4890-9315-2035v3/022062-0036 16. 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. Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor’s services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor’s failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC □ City Attorney Approved Version 6/12/18 6 4890-9315-2035v3/022062-0036 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 7 4890-9315-2035v3/022062-0036 26. 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. Stradling Yocca Carlson & Rauth, a Professional Corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Cindie McMahon Assistant City Attorney Brian P. Forbath, President (print name/title) ATTEST: By: (sign here) FAVIOLA MEDINA Cyrus Torabi, Vice President City Clerk Services Manager (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: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 8 4890-9315-2035v3/022062-0036 EXHIBIT “A” SCOPE OF SERVICES Contractor shall perform legal services in connection with proposed proceedings to issue refunding bonds (the “Bonds”) to refund bonds previously issued by the City of Carlsbad on behalf of Reassessment District No. 2012-1 (the “Refunded Bonds”). Such legal services shall include: A. Issuance of Bonds Such services shall include the rendering of legal opinions (hereinafter called the “opinions”) pertaining to the issuance of Bonds to the effect that: 1. The Bonds have been properly authorized and issued and are valid and binding obligations; 2. The essential sources of security for Bonds have been legally provided; and 3. Interest on Bonds is exempt from California personal income taxation and is excluded from gross income for purposes of federal income taxes. Contractor’s services will also include: 1. Researching applicable laws and ordinances relating to the issuance of the Bonds; 2. Attending conferences and consulting with City staff and the City Attorney regarding such laws, and the need for amendments thereto, or additional legislation; 3. Participating in meetings, conferences or discussions with any financial advisors, underwriters or other experts retained by the City with respect to the issuance of Bonds; and 4. Supervising and preparing documentation of the steps to be taken with respect to the issuance of Bonds, including: a. Drafting all resolutions, notices, rules and regulations and other legal documents required for the issuance of Bonds, and all other documents relating to the security of Bonds, in consultation with the City, the City Attorney, the City’s financial advisor, underwriter and other experts; b. Preparing the record of proceedings for the authorization, sale and issuance of Bonds; c. Assisting in the preparation of the portions of the official statement or placement memorandum for the sale of Bonds which relate to the terms of the Bonds and the firm’s legal opinion delivered with respect to the Bonds; d. Reviewing the purchase contracts or the bidding documents relating to the sale of Bonds and participating in the related negotiations; e. Participating in meetings and other conferences scheduled by the City, the City’s financial advisor or the underwriter; f. Consulting with prospective purchasers, their legal counsel and rating agencies; DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC City Attorney Approved Version 6/12/18 9 4890-9315-2035v3/022062-0036 g. Consulting with counsel to the City concerning any legislation or litigation which may affect Bonds, the security for Bonds, or any other matter related to the issuance of Bonds; h. Consulting with any trustee or fiscal agent for Bonds and their counsel; i. Preparing the form of Bonds, and supervising their production or printing, signing, authentication and delivery; j. Rendering the final approving opinion as to the validity of Bonds for use and distribution upon their issuance; and k. Rendering a legal opinion to the underwriter or purchaser of Bonds as to the applicability of the registration requirements of federal securities laws and the fair and accurate nature of those portions of the Official Statement described in (c) above. B. Disclosure Counsel Services 1. Prepare the Preliminary Official Statement and Official Statement for each series of Bonds. DocuSign Envelope ID: 7384B4C8-3ACD-40D3-9A63-A42FE72FBFBC INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Vigilant Insurance Company Federal Insurance Company 6/01/2022 McGriff Insurance Services 130 Theory Ste 200 Irvine, CA 92617 714 941-2800 Kimberly Elfring 714 941-2822 877-297-9247 kelfring@mcgriff.com Stradling Yocca Carlson & Rauth APC 660 Newport Center Drive, Suite #1600 Newport Beach, CA 92660 20397 20281 A X X X X 35327003 05/01/2022 05/01/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 INCLUDED B X X 74988851 05/01/2022 05/01/2023 1,000,000 B X X 79726620 05/01/2022 05/01/2023 27,000,000 27,000,000 A 71700994 11/03/2021 11/03/2022 X 1,000,000 1,000,000 1,000,000 RE: Contract Agreement Certificate Holders name is amended to include: City of Carlsbad and its officers, officials, employees and volunteers Certificate holder is included as Additional Insured including Primary/Noncontributory wording with respects to General Liability as required by written contract, per form attached. (See Attached Descriptions) City of Carlsbad Attn: Finance Director, Administrative Services Department 1635 Faraday Avenue Carlsbad, CA 92008 1 of 2 #S30150652/M29947026 305STRADYOCClient#: 1252713 KSELF 1 of 2 #S30150652/M29947026 I I f--D □ f-- f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) 60 Day Notice of Cancellation/Nonrenewal (20 Day in the event of non-payment) applies per form attached. Umbrella Liability is follow form 2 of 2 #S30150652/M29947026                                                                                                                                               ˛˙ Stradling Yocca Carlson & Rauth APC 35327003 05/01/2022 05/01/2023 VIGILANT INSURANCE COMPANY                                                                                                      Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. •¿•·•‹§ †›«ﬁ¿†‰» –ﬁ‡ Ł ł˛»“ –†‹ﬁ¿‰‹—¿„» –” –†…•‹•–†› «‹•»› † ‚» “»†‹ ” ‰‰«ﬁﬁ»†‰» ””»†›» ·¿•‡ ﬁ ˝«•‹ ł‰–†‹•†«»… †–'·»…„» –” ¿† –‰‰«ﬁﬁ»†‰» –ﬁ –””»†›» § ¿† ¿„»†‹ –ﬁ »‡·–§»» –” ‹‚» •†›«ﬁ»… '•·· †–‹ ‰–†›‹•‹«‹» †–'·»…„» § ‹‚» •†›«ﬁ»… «†·»›› ¿† –””•‰»ﬁ ł'‚»‹‚»ﬁ –ﬁ †–‹ ¿† »‡·–§»» –” ¿†§ •†›«ﬁ»… –ﬁ ¿† –””•‰»ﬁø› …»›•„†»» †–'› ¿–«‹ ›«‰‚ –‰‰«ﬁﬁ»†‰» –ﬁ –””»†›» ¿•·«ﬁ» –” ¿† ¿„»†‹ –ﬁ »‡·–§»» –” ‹‚» •†›«ﬁ»… –‹‚»ﬁ ‹‚¿† ¿† –””•‰»ﬁ ł'‚»‹‚»ﬁ –ﬁ †–‹ ¿† »‡·–§»» –” ¿†§ •†›«ﬁ»… –ﬁ ¿† –””•‰»ﬁø› …»›•„†»» ‹– †–‹•”§ «› –” ¿† –‰‰«ﬁﬁ»†‰» –ﬁ –””»†›» ‹‚¿‹ ›«‰‚ »ﬁ›–† †–'› ¿–«‹ '•·· †–‹ ¿””»‰‹ ‹‚» •†›«ﬁ¿†‰» ¿””–ﬁ…»… ‹– §–« ” ¿ ‰·¿•‡ –ﬁ ·–›› …–»› †–‹ ﬁ»¿›–†¿·§ ¿»¿ﬁ ‹– •†“–·“» ‹‚•› •†›«ﬁ¿†‰» «‹ •‹ ·¿‹»ﬁ …»“»·–› •†‹– ¿ ‰·¿•‡ –ﬁ ·–›› ‹– '‚•‰‚ ‹‚•› •†›«ﬁ¿†‰» ¿·•»› ‹‚» ”¿•·«ﬁ» ‹– ﬁ»–ﬁ‹ •‹ ‹– «› '•·· †–‹ “•–·¿‹» ‹‚•› ‰–†…•‹•–† ﬁ–“•…»… ‹‚» •†›«ﬁ»… „•“»› «› •‡‡»…•¿‹» †–‹•‰» ¿› ›––† ¿› ‹‚» •†›«ﬁ»… •› ¿'¿ﬁ» ‹‚¿‹ ‹‚•› •†›«ﬁ¿†‰» ‡¿§ ¿·§ ‹– ›«‰‚ ‰·¿•‡ –ﬁ ·–›› »„¿· ‰‹•–† „¿•†›‹ ¸›– »ﬁ›–† –ﬁ –ﬁ„¿†•ƒ¿‹•–† ‚¿› ¿ ﬁ•„‚‹ «†…»ﬁ ‹‚•› •†›«ﬁ¿†‰» ‹– ¡¶–•† «› ¿› ¿ ¿ﬁ‹§ –ﬁ –‹‚»ﬁ'•›» ﬁ•†„ «› •†‹– ¿ ›«•‹ ›»»•†„ …¿‡¿„»› ”ﬁ–‡ ¿† •†›«ﬁ»… –ﬁ ¡ ›«» «› –† ‹‚•› •†›«ﬁ¿†‰» «†·»›› ¿·· –” ‹‚» ‹»ﬁ‡› ¿†… ‰–†…•‹•–†› –” ‹‚•› •†›«ﬁ¿†‰» ‚¿“» »»† ”«··§ ‰–‡·•»… '•‹‚ »ﬁ›–† –ﬁ –ﬁ„¿†•ƒ¿‹•–† ‡¿§ ›«» «› ‹– ﬁ»‰–“»ﬁ –† ¿† ¿„ﬁ»»… ›»‹‹·»‡»†‹ –ﬁ –† ¿ ”•†¿· ¶«…„‡»†‹ ¿„¿•†›‹ ¿† •†›«ﬁ»… –‹¿•†»… ¿”‹»ﬁ ¿† ¿‰‹«¿· ¡ ‹ﬁ•¿· •† ¿ ‰•“•· ﬁ–‰»»…•†„ –ﬁ ¡ ¿ﬁ•‹ﬁ¿‹•–† –ﬁ –‹‚»ﬁ ¿·‹»ﬁ†¿‹•“» …•›«‹» ﬁ»›–·«‹•–† ﬁ–‰»»…•†„ «‹ '» '•·· †–‹ » ·•¿·» ”–ﬁ …¿‡¿„»› ‹‚¿‹ ¿ﬁ» †–‹ ¿§¿·» «†…»ﬁ ‹‚» ‹»ﬁ‡› ¿†… ‰–†…•‹•–†› –” ‹‚•› •†›«ﬁ¿†‰» –ﬁ ‹‚¿‹ ¿ﬁ» •† »¤‰»›› –” ‹‚» ¿·•‰¿·» •‡•‹› ” †›«ﬁ¿†‰» ‹‚»ﬁ †›«ﬁ¿†‰»” –‹‚»ﬁ “¿·•… ¿†… ‰–··»‰‹•·» •†›«ﬁ¿†‰» •› ¿“¿•·¿·» ‹– ‹‚» •†›«ﬁ»… ”–ﬁ ·–›› '» '–«·… –‹‚»ﬁ'•›» ‰–“»ﬁ «†…»ﬁ ‹‚•› •†›«ﬁ¿†‰» –«ﬁ –·•„¿‹•–†› ¿ﬁ» ·•‡•‹»… ¿› ”–··–'› —ﬁ•‡¿ﬁ§ †›«ﬁ¿†‰» ‚•› •†›«ﬁ¿†‰» •› ﬁ•‡¿ﬁ§ »¤‰»‹ '‚»† ‹‚» ¤‰»›› †›«ﬁ¿†‰» ﬁ–“•›•–† …»›‰ﬁ•»… »·–' ¿·•»› ” ‹‚•› •†›«ﬁ¿†‰» •› ﬁ •‡¿ﬁ§ –«ﬁ –·•„¿‹•–†› ¿ﬁ» †–‹ ¿””»‰‹»… «†·»›› ¿†§ –” ‹‚» –‹‚»ﬁ •†›«ﬁ¿†‰» •› ¿·›– ﬁ•‡¿ﬁ§ ‚»† '» '•·· ›‚¿ﬁ» '•‹‚ ¿·· ‹‚¿‹ –‹‚»ﬁ •†›«ﬁ¿†‰» § ‹‚» ‡»‹‚–… …»›‰ﬁ•»… •† ‹‚» »‹‚–… –” ˝‚¿ﬁ•†„ ﬁ–“•›•–† …»›‰ﬁ•»… »·–' ¤‰»›› †›«ﬁ¿†‰» ‚•› •†›«ﬁ¿†‰» •› »¤‰»›› –“»ﬁ ¿†§ –‹‚»ﬁ •†›«ﬁ¿†‰» '‚»‹‚»ﬁ ﬁ•‡¿ﬁ§ »¤‰»›› ‰–†‹•†„»†‹ –ﬁ –† ¿†§ –‹‚»ﬁ ¿›•› ‹‚¿‹ •› •ﬁ» ¤‹»†…»… –“»ﬁ¿„» «•·…»ﬁø› ˛•› †›‹¿··¿‹•–† ˛•› –ﬁ ›•‡•·¿ﬁ •†›«ﬁ¿†‰» ”–ﬁ §–«ﬁ '–ﬁ ‹‚¿‹ •› •†›«ﬁ¿†‰» ‹‚¿‹ ¿·•»› ‹– ﬁ–»ﬁ‹§ …¿‡¿„» ‹– ﬁ»‡•›»› ﬁ»†‹»… ‹– §–« –ﬁ ‹»‡–ﬁ¿ﬁ•·§ –‰‰«•»… § §–« '•‹‚ »ﬁ‡•››•–† –” ‹‚» –'†»ﬁ •” ‹‚» ·–›› ¿ﬁ•›»› –«‹ –” ¿•ﬁ‰ﬁ¿”‹ ¿«‹–› –ﬁ '¿‹»ﬁ‰ﬁ¿”‹ ł‹– ‹‚» »¤‹»†‹ †–‹ ›«¶»‰‹ ‹– ‹‚» •ﬁ‰ﬁ¿”‹ «‹–› ﬁ ¿‹»ﬁ‰ﬁ¿”‹ »¤‰·«›•–† ˛»”»ﬁ»†‰» –§ 35327003 Stradling Yocca Carlson & Rauth APC »†»ﬁ¿· •¿•·•‹§ •¿•·•‹§ †›«ﬁ¿†‰» –ﬁ‡ Ł ł˛»“ –†‹ﬁ¿‰‹—¿„» –” –†…•‹•–†› ‹‚»ﬁ †›«ﬁ¿†‰» ł‰–†‹•†«»… ‹‚¿‹ •› •†›«ﬁ¿†‰» ﬁ–“•…»… ‹– §–« § ¿†§ »ﬁ›–† –ﬁ –ﬁ„¿†•ƒ¿‹•–† '–ﬁ•†„ «†…»ﬁ ‰–†‹ﬁ¿‰‹ –ﬁ ¿„ﬁ»»‡»†‹ ”–ﬁ §–« –ﬁ «†…»ﬁ '‚•‰‚ §–« ¿ﬁ» •†‰·«…»… ¿› ¿† •†›«ﬁ»… –ﬁ ‹‚¿‹ •› •†›«ﬁ¿†‰» «†…»ﬁ ¿†§ —ﬁ–»ﬁ‹§ ›»‰‹•–† –” ‹‚•› –·•‰§ ‚»† ‹‚•› •†›«ﬁ¿†‰» •› »¤‰»›› '» '•·· ‚¿“» †– …«‹§ ‹– …»”»†… ‹‚» •†›«ﬁ»… ¿„¿•†›‹ ¿†§ ›«•‹ •” ¿†§ –‹‚»ﬁ •†›«ﬁ»ﬁ ‚¿› ¿ …«‹§ ‹– …»”»†… ›«‰‚ •†›«ﬁ»… ¿„¿•†›‹ ›«‰‚ ›«•‹ ” †– –‹‚»ﬁ •†›«ﬁ»ﬁ …»”»†…› '» '•·· «†…»ﬁ‹¿» ‹– …– ›– «‹ '» '•·· » »†‹•‹·»… ‹– ‹‚» •†›«ﬁ»…ø› ﬁ•„‚‹› ¿„¿•†›‹ ¿·· ‹‚–›» –‹‚»ﬁ •†›«ﬁ»ﬁ› ‚»† ‹‚•› •†›«ﬁ¿†‰» •› »¤‰»›› –“»ﬁ –‹‚»ﬁ •†›«ﬁ¿†‰» '» '•·· ¿§ –†·§ –«ﬁ ›‚¿ﬁ» –” ‹‚» ¿‡–«†‹ –” ·–›› •” ¿†§ ‹‚¿‹ »¤‰»»…› ‹‚» ›«‡ –” ‹‚» ‹–‹¿· ¡ ¿‡–«†‹ ‹‚¿‹ ¿·· –‹‚»ﬁ •†›«ﬁ¿†‰» '–«·… ¿§ ”–ﬁ ·–›› •† ‹‚» ¿›»†‰» –” ‹‚•› •†›«ﬁ¿†‰» ¿†… ¡ –” ¿·· …»…«‰‹•·» ¿†… ›»·”•†›«ﬁ»… ¿‡–«†‹› «†…»ﬁ ¿·· –‹‚»ﬁ •†›«ﬁ¿†‰» » '•·· ›‚¿ﬁ» ‹‚» ﬁ»‡¿•†•†„ ·–›› •” ¿†§ '•‹‚ ¿†§ –‹‚»ﬁ •†›«ﬁ¿†‰» ‹‚¿‹ •› †–‹ …»›‰ﬁ•»… •† ‹‚•› ¤‰»›› †›«ﬁ¿†‰» ﬁ –“•›•–† ¿†… '¿› †–‹ †»„–‹•¿‹»… ›»‰•”•‰¿··§ ‹– ¿·§ •† »¤‰»›› –” ‹‚» •‡•‹› ” †›«ﬁ¿†‰» ›‚–'† •† ‹‚» »‰·¿ﬁ¿‹•–†› –” ‹‚•› •†›«ﬁ¿†‰» »‹‚–… –” ˝‚¿ﬁ•†„ ” ¿·· –” ‹‚» –‹‚»ﬁ •†›«ﬁ¿†‰» »ﬁ‡•‹› ‰–†‹ﬁ•«‹•–† § »ﬂ«¿· ›‚¿ﬁ»› '» '•·· ”–··–' ‹‚•› ‡»‹‚–… ¿·›– ¸†…»ﬁ ‹‚•› ‡»‹‚–… »¿‰‚ •†›«ﬁ»ﬁ ‰–†‹ﬁ•«‹»› »ﬂ«¿· ¿‡–«†‹› «†‹•· •‹ ‚¿› ¿•… •‹› ¿·•‰¿·» ·•‡•‹› –” •†›«ﬁ¿†‰» –ﬁ †–†» –” ‹‚» ·–›› ﬁ»‡¿•†› '‚•‰‚»“»ﬁ ‰–‡»› ”•ﬁ›‹ ” ¿†§ –” ‹‚» –‹‚»ﬁ •†›«ﬁ¿†‰» …–»› †–‹ »ﬁ‡•‹ ‰–†‹ﬁ•«‹•–† § »ﬂ«¿· ›‚¿ﬁ»› '» '•·· ‰–†‹ﬁ•«‹» § ·•‡•‹› ¸†…»ﬁ ‹‚•› ‡»‹‚–… »¿‰‚ •†›«ﬁ»ﬁø› ›‚¿ﬁ» •› ¿›»… –† ‹‚» ﬁ¿‹•– –” •‹› ¿·•‰¿·» ·•‡•‹› –” •†›«ﬁ¿†‰» ‹– ‹‚» ‹–‹¿· ¿·•‰¿·» ·•‡•‹› –” •†›«ﬁ¿†‰» –” ¿·· •†›«ﬁ»ﬁ› —ﬁ»‡•«‡ «…•‹» '•·· ‰–‡«‹» ¿·· ﬁ»‡•«‡› ”–ﬁ ‹‚•› •†›«ﬁ¿†‰» •† ¿‰‰–ﬁ…¿†‰» '•‹‚ –«ﬁ ﬁ«·»› ¿†… ﬁ¿‹»› † ¿‰‰–ﬁ…¿†‰» '•‹‚ ‹‚» ›‹•‡¿‹»… —ﬁ»‡•«‡› ›»‰‹•–† –” ‹‚» —ﬁ»‡•«‡ ˝«‡‡¿ﬁ§ ﬁ»‡•«‡› ›‚–'† '•‹‚ ¿† ¿›‹»ﬁ•› ł ¿ﬁ» »›‹•‡¿‹»… ﬁ»‡•«‡› ¿†… ¿ﬁ» ›«¶»‰‹ ‹– ¿«…•‹ † ¿……•‹•–† ‹– –ﬁ •† ·•»« –” ›«‰‚ …»›•„†¿‹•–† •† ‹‚» —ﬁ»‡•«‡ ˝«‡‡¿ﬁ§ ﬁ»‡•«‡› ‡¿§ » …»›•„†¿‹»… ¿› »›‹•‡¿‹»… ﬁ»‡•«‡› »·›»'‚»ﬁ» •† ‹‚•› –·•‰§ † ‹‚¿‹ ‰¿›» ‹‚»›» ﬁ »‡•«‡› '•·· ¿·›– » ›«¶»‰‹ ‹– ¿«…•‹ ¿†… ‹‚» ›»‰–†… ¿ﬁ¿„ﬁ¿‚ –” ‹‚» ›‹•‡¿‹»… —ﬁ»‡•«‡› ›»‰‹•–† –” ‹‚» —ﬁ»‡•«‡ ˝«‡‡¿ﬁ§ '•·· ¿·§ ˝»¿ﬁ¿‹•–† ” †›«ﬁ»…›¤‰»‹ '•‹‚ ﬁ»›»‰‹ ‹– ‹‚» •‡•‹› ” †›«ﬁ¿†‰» ¿†… ¿†§ ﬁ•„‚‹› –ﬁ …«‹•»› ›»‰•”•‰¿··§ ¿››•„†»… •† ‹‚•› •†›«ﬁ¿†‰» ‹– ‹‚» ”•ﬁ›‹ †¿‡»… •†›«ﬁ»… ‹‚•› •†›«ﬁ¿†‰» ¿·•»› ¡¿› •” »¿‰‚ †¿‡»… •†›«ﬁ»… '»ﬁ» ‹‚» –†·§ †¿‡»… •†›«ﬁ»… ¿†… ¡›»¿ﬁ¿‹»·§ ‹– »¿‰‚ •†›«ﬁ»… ¿„¿•†›‹ '‚–‡ ‰·¿•‡ •› ‡¿…» –ﬁ ›«•‹ •› ﬁ–«„‚‹ ˛»”»ﬁ»†‰» –§ Stradling Yocca Carlson & Rauth APC 35327003 ( CHUBB" Conditions Audit Of Books And Records Cancellation Changes Common Policy Conditions Contract The following Conditions are included under each part of the policy, unless stated otherwise. We may audit your books and records as they relate to this insurance at any time during the term of this policy and up to three years afterwards. The first named insured may cancel this policy or any of its individual coverages at any time by sending us a written request or by returning the policy and stating when thereafter cancellation is to take effect. We may cancel this policy or any of its individual coverages at any time by sending to the first named insured a notice 60 days (20 days in the event of non-payment of premium) in advance of the cancellation date. Our notice of cancellation will be mailed to the first named insured's last known address, and will indicate the date on which coverage is terminated. If notice of cancellation is mailed, proof of mailing will be sufficient proof of notice. The earned premium will be computed on a pro rata basis. Any unearned premium will be returned as soon as practicable. This policy can only be changed by a written endorsement that becomes part of this policy. The endorsement must be signed by one of our authorized representatives. Compliance By Insureds We have no duty to provide coverage under this policy unless you and any other involved insured have fully complied with all of the terms and conditions of the policy. Compliance With Applicable Trade Sanctions Conformance First Named Insured This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance. Any terms of this insurance which are in conflict with the applicable statutes of the State in which this policy is issued are amended to conform to such statutes. The person or organization first named in the Declarations is primarily responsible for payment of all premiums. The first named insured will act on behalf of all other named insureds for the giving and receiving of notice of cancellation or nonrenewal and the receiving of any return premiums that become payable under this policy. Inspections And Surveys We may: • • • Common Policy Conditions Form 80-02-9090 (Rev. 6-05) Contract make inspections and surveys at any time; give you reports on the conditions we find; and recommend changes . Page 1 of2 Conditions Inspections And Surveys (continued) •:•:•:•:•:•:•:•=·=•::::::::::;::::::::::::::::::;:•:•: ·.·.·•:-:-:-:-:-:-:-:-:-:-:-:-:-·-·-· Titles Of Paragraphs Transfer Of Rights And Duties :-:-:-:-:-:-:-:-:-:-:-:;::::::::::::::::::: Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: • are safe or healthful; or • comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations for us. The titles of the various paragraphs of this policy and endorsements, if any, attached to this policy are inserted solely for convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they relate. Your rights and duties under this insurance may not be transferred without our written consent. However, if you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative, or to anyone having temporary custody of your property until your legal representative has been appointed. When We Do Not Renew If we decide not to renew this policy, we will mail or deliver to the first named insured's last known address, written notice of the nonrenewal not less than 60 days before the expiration date. If notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. Common Policy Conditions Form 80-02-9090 (Rev. 6-05) Contract Page 2 of2 INSURED:Stradling Yocca Carlson & Rauth 660 Newport Center Drive Newport Beach, CA 92660 Federal ID #: 95-3347002 INSURER:See attached list of Quota Share Insurers COVERAGE: TYPE OF INSURANCE:Lawyers Professional Liability POLICY NUMBER:IP-0000-18/2022 POLICY PERIOD:July 1, 2022 to July 1, 2023 (12:01 a.m.) LIMIT: CANCELLATION: CERTIFICATE HOLDER:City of Carlsbad Attn: Finance Director, Administrative Services Department 1635 Faraday Avenue Carlsbad, CA 92008 ISSUED BY:Attorneys Insurance Mutual Risk Retention Group, Inc. DATE ISSUED:July 01, 2022 Should the above described policy be canceled before the expiration date thereof,the issuing company will mail 60 days written notice to the certificate holder named below.Failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. CERTIFICATE OF INSURANCE Number 4584 This certificate is issued as a matter of information only and confers no rights upon the certificate holder.This certificate does not amend or alter the coverage afforded by the policy described below. This is to certify that the policy of insurance listed below has been issued to the Insured named above for the 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 policy described herein is subject to all terms,exclusions and conditions of such policy. The limit shown may have been reduced by paid claims. A minimum of $1,000,000 per claim and in the aggregate including defense costs excess of a self-insured retention. See attached schedule. AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc. Layer Primary CERTIFICATE OF INSURANCE Attachment to Certificate No. 4584 Limit Insurer AUTHORIZED REPRESENTATIVE Amethyst Captive Insurance Solutions, Inc. $1 million each claim and in the aggregate Scottsdale Insurance Co., Evanston Insurance Co., Aspen Specialty Insurance Co., Lloyd's Underwriter Syndicate No. 4000 ("Hamilton"), Liberty Mutual Insurance Europe Ltd. SE, Lloyd’s Insurance Co. S.A. BEA 4242 (“Munitus”), Attorneys Insurance Mutual Risk Retention Group, Inc., and Aon Client Treaty (ACT) each for their respective percentages.~~~*