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HomeMy WebLinkAbout80A - AFFORDABLE HOUSING SERVICESREQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: AUGUST 21, 2018 TITLE: APPROVE AN AGREEMENT WITH KEYSER MARSTON ASSOCIATES FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (STRATEGIC PLAN NO. 5, 4) NCY MANA R EXECUTIVE DIRECTOR JOINT RECOMMENDED ACTION s�srr CLERK OF • ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council, and the Executive Director of the Housing Authority to execute the on-call consultant agreement between the City of Santa Ana and the Housing Authority with Keyser Marston Associates for affordable housing financial, analytical and advisory services for a three-year term beginning on August 21, 2018 through August 20, 2021, in the amount not to exceed $200,000, subject to non -substantive changes approved by the City Manager and City Attorney, and Executive Director and Authority Counsel. On May 22, 2018, the City of Santa Ana issued a Request for Qualifications (RFQ # 18-046) for Affordable Housing Financial, Analytical and Advisory Services from professional consulting firms to provide financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond issuance financial advisory services; and the City's Inclusionary Housing Program financial analysis. The RFQ was posted on the City's website; a public notice was published in the Orange County Register; and letters announcing the RFQ were sent by e-mail to individuals and firms who had previously requested to be informed of such opportunities as well as other firms that staff identified through research. The Community Development Agency received four proposals before the submission deadline which, following a minimum threshold review by staff, met the minimum requirements of the RFQ. For evaluation purposes, staff formed a Review Panel consisting of four staff from the Community Development Agency. The Review Panel met on June 18, 2018 to review the proposals. Each proposal was evaluated by the Review Panel based upon the evaluation criteria in the RFQ. The following table summarizes the results of the evaluation by the Review Panel, providing the average score and ranking for each proposal: 80A-1 Agreement with Keyser Marston Associates August 21, 2018 Page 2 Rank Proposal Submitted By Average Score* 1 Keyser Marston Associates 94.25 2 CSG Advisors 90.75 3 National Development Council 88.25 4 RSG, Inc. 84.75 *Maximum score is 100 points The top-ranked proposal was from Keyser Marston Associates and the Review Panel recommends that the City of Santa Ana enter into a three-year term agreement with Keyser Marston Associates in the amount of $200,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 4 (Support neighborhood vitality and livability). FISCAL IMPACT Funds are available in the Community Development Agency's programs for FY 2018/19, and will be budgeted in future fiscal years for anticipated expenditures as follows: CDBG 13518780-62300 $15,000 HOME 13018780-62300 $15,000 CDBG-HOME 13518780-62300 $15,000 Inclusionary 41718820-62300 $15,000 SA $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 $15,000 $10,000 $40,000 Housing 60718810-62300 $15,000 $15,000 $10,000 $40,000 Successor Totals $75,000 $75,000 $50,000 $200,000 -=fn,AA,— Steven A. Mendoza Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal C go Assistant Director Finance and Management Services Agency Exhibit: 1. Agreement with Keyser Marston Associates 80A-2 EXHIBIT 1 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 21" day of August, 201:8,. by and between Keyser Marston Associates, Inc. (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California, and the Housing Authority of the City of Santa Ana (hereinafter collectively referred to as the "City"). RECITALS A. The City desires to retain a professional consulting firm to provide financial, analytical and advisory set -vices for general multifamily affordable housing; general single family affordable housing program financial and analytical services; multifamily and/or single family bond issuance financial and analytical services; and financial analysis pertaining to the City's Housing Opportunity Ordinance. Accordingly, on May 22, 2018, the City issued a Request for Qualifications (RFQ #18-046) for Affordable Housing Financial, Analytical and Advisory Services attached hereto as Exhibit A and incorporated herein by reference. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide affordable housing financial, analytical, and advisory services, as set forth in more detail in the Consultant's Proposal attached hereto and incorporated herein as Exhibit B. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to the City any work product that results from the services provided, with the exception of Consultant's proprietary computer models. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, and drawings, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials, excluding proprietary computer models. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B (Pee Schedule). The total sum to be expended under this Agreement shall not exceed two -hundred thousand dollars ($200,000.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice, including a detailed breakdown of the services and tasks performed, hours and hourly rates related to performance of those services and tasks, subject to City accounting procedures. c. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. In the event that the City disputes a portion of Consultant's invoice, any sums not in dispute shall be remitted to Consultant. 4. TERM This Agreement shall commence on the date first written above and terminate on _August.20, 2021, unless terminated earlier in accordance with Section 13, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City General Counsel. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. • R M 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect negligent performance of services of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from Consultant's negligence or willful misconduct on the performance of this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE , Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. .1 M .l 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 City of Santa Ana Executive Director of Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Consultant: Keyser Marston Associates, Inc. 500 S. Grand Avenue, Suite 1480 Los Angeles, CA 90071 Phone: (213) 622-8095 FAX: (213) 622-5204 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized 5 80A-7 representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each patty to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City Manager may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product, with the exception of Consultant's proprietary computer models, shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or 6 proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. DISCLOSURES AND DISCLAIMERS City acknowledges and agrees that: (i) Consultant is not advising or recommending any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues); (ii) Consultant is not registered with the U.S. Securities and Exchange Commission ("SEC") as a municipal advisor; and (iii) Consultant is not acting as a municipal advisor to City and does not assume any fiduciary duty hereunder, including, without limitation, a fiduciary duty to City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in Consultant's work product. City represents that: (i) City is not looking to Consultant to provide, and City shall not otherwise request or require Consultant to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues); and (ii) The provisions of this contract and the services to be provided hereunder are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder. 7 18. MISCELLANEOUS PROVISIONS a. 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, including reasonable costs and attorney's fees, 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on folloWngpagel Fi l l IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council ATTEST: MARIA D. HUIZAR Recording Secretary APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ryan od Assistant City Attorney/Authority Counsel Consultant By: Kathleen Head Managing PrincipaYVice President Tax ID # 94-2363741 80A-11 CITY OF SANTA ANA RAUL GODINEZ II City Manager HOUSING AUTHORITY OF THE CITY OF SANTA ANA STEVEN A. MENDOZA Executive Director RE QUEST REQUEST FOR QUALIFICATIONS (RFQ #18-046) i6: 80A-12 REQUEST FOR QUALIFICATIONS RFQ # 18-046 AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Judson Brown Housing Division Manager (714) 667.2241 Office (714) 647-6549 Fax ibrown ansanta-ana.orm KEY RFQ DATES Issue Date: Tuesday, May 22, 2018 Proposal Due Date: Tuesday, June 5, 2018 at 5:00 P.M. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 1 NOTICE INVITING QUALIFICATIONS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Affordable Housing Financial, Analytical and Advisory Services, Responses to this Request for Qualifications (RFQ) will be accepted until Tuesday. June 51', 2018 at 5:00 P.M. If further Information is required, please contact Judson Brown, Housing Divislon Manager, at (714) 667-2241 orjbrownga Santa-ena.org. MAILED, E-MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: Attention: Judson Brown, Housing Division Manager City of Santa Ana Community Development Agency (61a Floor) 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 Ibrown0sants-ana.orq It Is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Qualifications shall be made in writing via e-mail to Judson Brown at lbrown((Dsgn_ta-ana.orq. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 6u Floor, 20 Civic Center Plaza, Santa Ana CA 92701 will be the governing time for the receipt of proposals or the e-mail receipt date. Late Proposals will NOT be considered and will be returned to the proposer unopened. TELEGRAPHIC. ELECTRONIC AND FACSIMILE PROPOSALS WILL NOT BE ACCEPTED ONLY SEALED RFQ RESPONSES ARE ACCEPTABLE 00 NOT FAX RFQ RESPONSES City of Santa Ana Community Development Agency Request for Quallficatlons —Affordable Housing Financial, Analytical and Advisory Services Page 2 • A A .� CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PAGE I. INTRODUCTION 4 11. PERIOD OF CONTRACT 4 111, SCOPE OF WORT( / SERVICES 4 IV, GENERAL INFORMATION 4 V. CONTRACTOR RESPONSIBILITIES 5 VI, INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE 5 VII. RULES FOR PROPOSALS 6 VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS 1 6 CLARIFICATIONS -IX. ADDENDA 6 X. SUBMITTAL INFORMATION AND DEADLINE 6 XI, MINIMUM QUALIFICATIONS 6 XII. SUBMITTAL REQUIREMENTS 7 XIII. CONTRACTOR SELECTION — SCORING AND EVALUATION 8 XIV. PUBLIC RECORDS 9 XV. FILING A PROTEST 9 EXHIBIT A SCOPE OF SERVICES 10 EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 13 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL 14 GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 15 EXHIBIT E PROPOSAL AND CONTRACT AGREEMENT — PROPOSERS 17 STATEMENT EXHIBIT F PROPOSAL AND CONTRACT AGREEMENT—CERTIFICATION 18 OF NONDISCRIMINATION BY CONTRACTOR EXHIBIT G NON -COLLUSION AFFIDAVIT 20 City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Flnanclal, Analytical and Advisory Services Page 3 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) INTRODUCTION The City of Santa Ana (City) and the Housing Authority of the City of Santa Ana (Authority) are issuing this Request for Qualifications (RFQ) for Affordable Housing Financial, Analytical and Advisory Services from professional consulting firms to provide financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond Issuance financlal advisory services; and the City's Incluslonary Housing Program financial analysis. The scope of work may Include any and all work efforts related to EXHIBIT A—SCOPE OF SERVICES, 11, PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, the agreement term shall be for a period of up to three (3) years. The agreement term is anticipated to commence after City Council award of this agreement and upon receipt and approval of all required insurance documents. The term of this Agreement shall have provision for three (3), one- year renewal options exercisable by the City Manager and City Attorney unless the City notlfies the Consultant in writing at least thirty (30) days before the end of the initial term or any extended term, of Its Intent to terminate the Agreement at the conclusion of the initial term or any extension. Iii. SCOPE OF WORK/ SERVICES The scope of work may Include any and all work efforts related to the Affordable Housing Financial, Analytical and Advisory Services per EXHIBITA— SCOPE OF SERVICES The Contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Consultant shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the California Health and Safety Code and the Santa Ana Municipal Code. IV. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council, City of Santa Ana Community Development Agency Request for Qualifications—Affordable Housing Financial, Analytical and Advisory Services Page 4 B. When determined appropriate, the City will provide Information In its possession relevant to preparation of required iniormation in the RFQ. The City will provide Oily the stall assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. D. This RFQ does not commit the City to pay costs incurred in preparation of a response to this RFQ. All costs Incurred In the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to the award of a written contract will be borne by the respondent. The City reserves the right to accept or reject the combined or separate components of a proposal in part of In Its entirety or to waive any Informality or technical defect In a proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFQ will become property of the City. All responses to the RFQ shall become property of the City. Proposer Information identified as proprietary Information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identlfled in the response to the RFQ and the City reserves the right to reject any subcontractor(s). Subcontractor(s) shall be the responsibility of the prime Contractor and the City shall assume no liability of such subcontractor(s). ' V. CONTRACTOR RESPONSIBILITiEs The selected Contractor will assume responsibilities for all services in its proposal. The selected Contractor shall Identify a sole point of contact for contractual matters, Including payment of any and all charges resulting from the Agreement. VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE CGL _(Commercial General Liability), — CGL Insurance Is required when the Consultant will be performing services on City property or receiving City grant funds. A $1,000,000.00 per occurrence with $2,000,000.00 In the aggregate policy is required. The certificate of Insurance must provide 30 - day notice of cancellation or material reduction in policy limits. Additionally, the City of Santa Ana and the Housing Authority of the City of Santa Ana, Its officers, agents, volunteers and employees shall be named as an additional Insured via an additional Insured endorsement. The additional insured endorsement, attached as Exhibit C, shall provide that the Consultant's insurance Is primary to any Insurance or self-insurance carried by the City as well as a separation of insured's clause. Automobile - Automobile Insurance Is required when the Consultant will be driving from one City site to another City site in a non -City vehicle. A $1,000,000.00 per occurrence policy for owned, hired and non -owned automobiles is required. Worker's Compensation — In accordance with the provisions of Section 3300 of the California Labor Code, any Consultant with employees must maintain employer's liability Insurance with limits not less than $1,000,000.00 per accident. Worker's Compensation Is not required for sole proprietors or a City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 5 80A-17 VII. VIII. lA R M partnership with no employees. However, these Consultants must complete a "Worker's Compensation Ueciaration.` This form may be obtained irorn Uity stmt. Professional Lfabillty — Professional liability Insurance is required for state licensed professionals, such as, engineers, architects, CPAs, attorneys and medical professionals. A $1,000,000.00 policy Is required. City Business License - The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. RULES FOR PROPOSALS The signer of the RFQ must declare in writing that the only person, persons, company or parties Interested In the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that It Is In all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / CLARIFICATIONS To facilitate the RFQ process, proposers are required to monitor and respond to a -mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of requirements Identified herein including the Scope of Services. Every request for such an Interpretation must be made In writing via a -mail to Judson Brown, Housing Division Manager, no later than Tuesday, May 29, 2018 at 5:00 p.m. Significant Interpretations or clarification will be made by an addendum to this RFQ, which will be posted to the website, Addenda may become part of the agreement documents, ADDENDA If clarification or interpretation of this RFQ Is considered necessary by the City, a written addendum shall be issued and the Information will be posted on the City's website at http://www.santa- ana.ocalbids-rh) . It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this RFQ. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time and location set forth on the Notice Inviting Proposals. Faxed Proposals will not be accepted. MINIMUM QUALIFICATIONS The following are the minimum qualifications to be considered as an eligible candidate to submit proposals for the requested services described In this RFQ. Proposers shall have a minimum of five (5) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 6 FOODINFOO years recent experience in providing financial analytical and/or advisory services for affordable housing projects. Proposers shall have a minimum of uve (b) years of recant experience working with affordable housing projects and various funding sources (i.e. HOME Investment Partnerships Program (HOME) funding, Community Development Block Grant (CDBG), Low -Income Housing Tax Credit, bond financing). XII. SUBMITTAL REQUIREMENTS The RFQ Is intended to assess and evaluate each firm's capabilities as they apply to the proposed services. Each firm must address each of the following Items in its response to the RFQ: 1) Statement of Qualifications — In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM OF 25 PAGES (excluding front and back covers). The page limitation Includes all appendices, attachments and supplemental information. The following Information is required: a) Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b) Organizational Background: A brief description of the consultant's firm, Including the year the firm was established, type of organization (partnership, corporation, etc.), and a statement of the firm's qualifications for performing the subject consulting services. c) Scone of Services: Include a detailed description of the components of housing financial analytical and/or advisory services. d) Firm or Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work Identif led in Exhibit A — Scope of Services. Include a description of the company profile, Including range of the firm's capabilities and service. In addition, provide the names of all personnel who will be assigned to this project, their education and previous experience. e) Relevant Experience: List of financial analytical and/or advisory services which your firm or personnel have completed within the last five (5) years. Information should include project description, year completed, client name, along -with -a -person -to -contact -and his/her telephone number. f) Sub consultants: Identification is required of any contemplated sub consultants to be used, with the Identification of personnel to be assigned, their qualiflcations, education, and representative experience. g) References: The Consultant shall submit a list of references comprised of a listing of work similar to that identified in the RFQ. h) Fee Schedule: The fee schedule shall Include the hourly rates for each personnel category to be used on the project and/or fee for each type of service. Personnel hourly rates shall reflect all costs for office overhead, including phones, cellular phones, vehicles, mileage and other direct and Indirect costs. This fee schedule shall reflect all anticipated fee Increases. The fee schedule shall Include the proposed fees and timeframe for the completion of (1) a subsidy layering analysis for an affordable multi -family project; and (2) financial advisory services for a multi- family bond Issuance. 2) EXHIBIT B —PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING 3) EXHIBIT C — ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY (NOT REQUIRED UNTiL AFTER CONTRACTOR SELECTION) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 7 4) EXHIBIT D —REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS) 5) EXHIBIT E —PROPOSAL CONTRACT AND AGREEMENT— PROPOSERS STATEMENT 6) EXHIBIT F— PROPOSAL CONTRACT AND AGREEMENT— CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 7) EXHIBIT G— NON -COLLUSION AFFIDAVIT Submittal of Proposal: • Five (5) copies of the response to the RFQ shall be signed by a company official with the power to bind the company. • One (1) copy of the submittal on a USB Flash Drive. • Structure your proposal to Include the Scope of Service response, Implementation Schedule, Fees / Contract Price and Exhfbits, The proposal must be completely responsive to the RFQ. The City reserves the right to reject any or all proposals submitted and no representation Is made hereby that any contract will be awarded pursuant to this RFQ or otherwise. XIII. CONTRACTOR SELECTION — SCORING AND EVALUATION The criteria for evaluating the proposals submitted will take the following Items Into consideration: POINTS EVALUATION CRITERIA 35 Qualifications and Company Experience 30 Demonstrated and Relevant Affordable Housing Experience 35 Fee Schedule 100 TOTAL POINTS City of Santa Ana Community Development Agency Request for Qualifications—Affordable Housing Financial, Analytical and Advisory Services Page B The ptuposais will be reviewed by a cummillee of Gity staff members. Tile commiuee will evaluate Proposers based on their response to the RFQ. A final score will be calculated for each submitted proposal and used to rank the proposers. The most responsive proposers will be Informed after the scaring and evaluation Is complete. The committee will recommend award of the contract to the proposer who will provide the best quality service to the City. The City reserves the right to negotiate pricing and for additional Interviews. The City will notify the successful firms by email of invitation for a final oral Interview and/or award. XIV. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit a written request, with a self-addressed stamped envelope to receive results of the evaluation. Proposer information Identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to: City of Santa Ana Community Development Agency, Attn.: Judson Brown, Housing Division Manager, 20 Civic Center Plaza M-26, Santa Ana, CA 92701. XV, FILING A PROTEST Bidders may file a "protest" with the City's Community Development Agency — Housing Division. In order for a vendor's protest to be considered valid, the protest must: 1. Be filed in writing within five (6) business days of either the RFQ posted date or before 6:00 p.m. of the 6th business day following the posting of RFQ results/Noflee of Intent to Award Contract on the City's website; 2. Clearly identify the specific Irregularity or accusation; 3. Clearly Identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. include all relevant, supporting documenlation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as Invalid. If the protest is valid, the City's Housing Division Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Housing Division Manager will provide a written decision to the protestor within fourteen (14) calendar days from receipt of protest. The decision from the Housing Division Manager, or her/her designee, is final and no further appeals will be considered. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 9 80A-21 EXHIBIT A CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) SCOPE OF SERVICES 1. INTRODUCTION The City of Santa Ana (City) and the Housing Authority of the City of Santa Ana (Authority) are issuing this Request for Qualifications to provide affordable housing financial, analytical and advisory services for various affordable housing programs and projects. The City and the Authority administer a variety of programs for developing affordable housing funded by federal, state and local sources. These include affordable housing funded by the Community Development Block Grant (CDBG) Program, HOME Investment Partnerships Grant (HOME) Program, Neighborhood Stabilization Program, Project -Based Voucher (PBV) Program, Low and,Moderate Income Housing Asset Fund (LMIHAF), local Incluslonary housing funds, and housing revenue bond financed programs. In order to enhance its financial capacities as a lender, the City and Authority are seeking proposals from affordable housing financial, analytical and advisory firms interested In providing their services in the following areas: (1) General multi -family affordable housing financial, analytical and/or advisory services; (2) Multi -family and/or single-family bond Issuance financial advisory services; (3) Incluslonary housing financial analysis and advisory services. IL Scope of Work The City and the Authority Intend to contract with one or more Financial Advisors to serve In a full- service capacity for purposes of advising the City and Authority, as needed, on all financial matters and programs of work involving affordable housing. The City of Santa Ana provides financing to affordable housing projects within the City through the use of the CDBG Program, HOME Program, Neighborhood Stabilization Program, PBV Program, LMIHAF, and local Inclusionary housing funds. As part of these projects, the selected consultant may be asked to: Perform financial analyses in connection with affordable and mixed -Income projects with a variety of affordable housing financing sources, Including affordable and market - rate rental housing, and affordable and market -rate ownership housing. Perform financial analysis and/or subsidy layering analysis for the structuring of the City's multifamily affordable housing development projects. Analysis should be completed to satisfy funding requirements, such as the HOME Program. Assist in compiling and analyzing general economic data regarding housing. City of Santa Ana Community Development Agency Request for Qualifications—Affordable Housing Financial, Analytical and Advisory Services Page 10 80A-22 Feilurw anulyses in ielatiun to the City's Housing Oppoilunity Ofdinauce and inclusionary housing fund. • Complete subsidy layering analysis for multi -family projects. • Review construction budgets for multi -family projects. • Conduct annual financial oversight of HOME Projects. • Review Capital Needs Assessments. • Attend City Council, Housing Authority, and/or Community Redevelopment and Housing Commission meetings, as needed. The Authority Issues tax exempt mortgage revenue bonds for the purpose of developing or preserving affordable housing within the City. These bonds are considered "conduit" obligations. While the Authority issues the bonds, the project owner is always the borrower and has sole responsibility for repayment. There can be no recourse to either the Authority or the City. The Authority requires the services of highly qualified and experienced financial advisors to insure that these issuances are fiscally sound, that they protect the Interests of both the City and the Authority, and that they meet all applicable requirements of Federal and State law. Of particular Importance Is the ability of the selected firm(s) to provide quality services at reasonable cost with the objective of protecting the Authority's and the City's Interests and their affordable housing objectives through participation only In transactions which applicable standards of fiscal prudence. The services will Include, but not be limited to, the following: Preparation of a feasibility analysis to determine whether it is economically advisable to proceed with any given bond issuance. The analysis will Include but not be limited to an evaluation of the financial strength of the proposed project, including Its projected Income and expenses, an evaluation of any additional sources of security forthe bonds in addition to the project that may be required or advisable, and an evaluation of the developer's financial condition and experience. Identification, analysis and recommendations on all substantive matters pertinent to the proposed transaction, including advice in areas of Industry -specific knowledge that may affect the financing and the Interests of the City and the Authority. Assessment of the optimal use of housing assistance programs and funding sources that may be available In connection with a particular bond financing. These may Include but not be limited to HOME Program funds, Low Income Housing Tax Credits, other federal and state programs, and local programs such as the City's inclusionary housing funds that may be available. Assistance in preparation of legal documentation for the financing. Participation in all meetings prior to the bond issuance. Assistance In the preparation and presentation of reports on proposed financing to the City and the Authority. Assistance In review and decision-making with respect to issues that may arise after the Issuance of the bonds and construction of the project Upon request, recommendations and advice regarding the City's and the Authority's policies and procedures relating to affordable housing. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 11 cuntinuing legal advice, as noedeu acid tequebted, uoncerning any actions necessary to insure the continuing tax exempt status of the bonds, and to protect the interests of the City and the Authority, The City Attorney's Office will at all times serve as the City's and the Authority's own legal counsel In all matters respecting these tax exempt bonds, Bond counsel will be required to work with the City Attorney's Office In its conduct of these services. Payment of fees will require its approval. Responding firms are encouraged to review this Scope of Services, and to recommend any additions they might see as approprlate, City of Santa Ana Community Development Agency Request for 4uallficatlons —Affordable Housing Financial, Analytical and Advisory Services Page 12 • A A .� TO BE INCLUDED IN I'kOPOSAL EXHIBIT B CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSERS STATEMENT AND QUALIFICATION FEE SCHEDULE Certification — I certify that 1 have read, understand and agree to the terms and conciltions of this Request for Qualifications. I have examined the Scope of Services (Exhibit A) and I am familiar with the scope of work requirements. 1 am familiar with all of the existing conditions and limitations that may Impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. LEGAL NAME OF COMPANY PHONE AND FAX NUMBER ADDRESS NTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NO, (IF APPLICABLE) CONTRACTOR LICENSE NO. (IF. APPLICABLE) City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 13 EXHIBIT C CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company This endorsement modifies such Insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza M-26, Santa Ana, California 92701; Its officers, employees, agents, volunteers and representatives are named as additional Insureds ("additional Insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named Insured, such Insurance as Is afforded by this policy Is primary and is not additional to or contributing with any other Insurance carried by or for the benefit of the additional Insureds. 3. This Insurance applies separately to each Insured against whom claim is made or suit Is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an Insured shall not affect any right which such person or organization would have as a claimant if not so Included. 4. With respect to the additional Insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M-26, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as part of Name Countersigned by: Authorized Representative City of Santa Ana Community Development Agency Request for qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 14 .O R M T, TO BE INCLUDED Ild PROPOSAL EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) List and describe the contracts performed by your firm which demonstrate your ability to provide the services Included in the scope of services. Attach additional paces if required for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. t Customer Name: Address: Contract Amount: Description of services provided: Reference No. 2 Customer Name: Address: Contract Amount: Description of services provided: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for Qualifications—Affordable Housing Financial, Analytical and Advisory Services Page 15 80A-27 Reference No. 3 Customer Name: Address: Contract Amount: Description of services provided: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for qualifications— Affordable Housing Financial, Analytical and Advisory Services Page 16 .O • 70 BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL & CONTRACT AGREEMENT PROPOSERS STATEMENT Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana (hereinafter "the City") shall constitute the entire agreement between proposer and the City only after It has been accepted by the City, endorsed by the Clerk of the Council with his/her signature and official seal noting here on the action of approval of the Council, signed by the Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his/her approval of the form of this document, and Its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish the City all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and the City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by the City because of the failure to enter into an Agreement andlor furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by the City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained In the Specifications, the Certification of Non -Discrimination by Owners, and the Workers' Compensation Insurance Certificate are to be Incorporated by reference Into this Agreement and are made specifically as part of this RFQ. SIGNED AND PRINTED NAME DATE City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 17 TO BE INCLUDED iN PROPOSAL EXHIBIT F CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or any other protected class. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, national origin or any other protected class. Such action shall Include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin or any other protected class. 3, The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice In conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all Information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. in the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended In whole or In part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized In Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies Invoked as City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 18 Fi R `a pruvided in Fxecuiive Order '11246 of September 24, 1955, or by rule, ibguiatiuns, of order ul the Secretary of Labor, or as otherwise provided by law. The Contractor shall Include the portion of the sentence Immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor Issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, Including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved In, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Contractor may request that the United States enter Into such litigation to protect the Interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made In the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, sex of such persons, or any other protected class, except as provided In Section 1420, and any Contractor violating this Section Is subject to all the penalties imposed for a violation of the Chapter. SIGNED AND PRINTED NAME DATE City of Santa Ana Community Development Agency Request for Quallfications—Affordable Housing Financial, Analytical and Advisory Services Page 19 80A-31 TO iii:114CLUDED 114 PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICALAND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA, In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bld is not made In the interest of, or on behalf of, any undisclosed person, partnership, company, assoclation, organization, or corporation; that the bid Is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in, any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged Information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note; The above Non -collusion Affidavit Is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-coliuslon Affidavit. PROPOSERS are cautioned that making a false certification may subject the certlfler to criminal prosecution. State of California County of _ Subscribed and sworn to (or affirmed) before me on this who appeared before me. day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) Notary Public Signature Notary Public Seal City of Santa Ana Community Development Agency Request for Qualifications—Affordable Housing Financial, Analytical and Advisory Services Page 20 80A-32 EXHIBIT B CONSULTANT'S PROPOSAL 11 KEYSER MARSTON ASSOCIATES- ADVISORSINPUBLIC/PRIVATE REAL ESTATE DEVELOPMENT Keyser Marston Assodates, Inc. (KMA)I is pleased to submit this proposal to the City of Santa Ana and the Santa Ana Community Development Agency (collectively referred to as the "City") request for qualifications to provide affordable housing financial, analytical and advisory services (RFQ). Specifically, IMA is proposing to provide financial and analytical assistance with multifamily and single-family housing projects and programs; bond issuance advisory services; and financial analysis of projects subject to the City s Inclusionary Housing Program. KMA is a full-service real estate, financial, and economic consulting firm with a specialization in affordable housing services. KMA brings in-depth expertise in a variety of financing techniques such as tax-exempt multifamily bonds, Low Income Housing Tax Credits, New Market Tax Credits United States Department of Housing and Urban Development (HUD) assistance sources, financing programs offered by the California Housing and Community Development Department (HCD), the Federal Home Loan Bank Affordable Housing Program funds (AHP), and the revenue sources that are available to the housing successors to former redevelopment agencies, KMA understands thatthe City wishes to enter into a three-year contract with the selected firm, with the possibility for three (3) one-year options. If KMA is selected, we 500 SOUTH GRAND AVENUE, SUITE 1480: LOS ANGELES, CALIFORNIA 90071L PHONE 213.822.8095 W W W.KEYSERMARSTON.CDM • ' 1 A L� 1806001 KMA KHH 19090.014 June 05, 2018 AGVISORs IN: Real Esmte Redevelopment Affordable Housing Economic Development Judson Brown Housing Division Manager SAN FRANCISCO A.JerryKeyser City of Santa Ana Timothy C. Kelly Kate Em -le Funk Community Development Agency (611 Floor) Dabble M. Kern David Donema 20 Civic Center Plaza, M-26 Los Awauu Santa Ana, California 92701 Kathleen 1L Head James A. Rabe Gregory D. Sao -Roo Rel Request for Qualifications for Affordable Housing Financial, Analytical and Kevin R. Angstrom Julie L. Ramey Advisory Services SAN DIEGO Paul C. Marra Dear Mr. Brown: Keyser Marston Assodates, Inc. (KMA)I is pleased to submit this proposal to the City of Santa Ana and the Santa Ana Community Development Agency (collectively referred to as the "City") request for qualifications to provide affordable housing financial, analytical and advisory services (RFQ). Specifically, IMA is proposing to provide financial and analytical assistance with multifamily and single-family housing projects and programs; bond issuance advisory services; and financial analysis of projects subject to the City s Inclusionary Housing Program. KMA is a full-service real estate, financial, and economic consulting firm with a specialization in affordable housing services. KMA brings in-depth expertise in a variety of financing techniques such as tax-exempt multifamily bonds, Low Income Housing Tax Credits, New Market Tax Credits United States Department of Housing and Urban Development (HUD) assistance sources, financing programs offered by the California Housing and Community Development Department (HCD), the Federal Home Loan Bank Affordable Housing Program funds (AHP), and the revenue sources that are available to the housing successors to former redevelopment agencies, KMA understands thatthe City wishes to enter into a three-year contract with the selected firm, with the possibility for three (3) one-year options. If KMA is selected, we 500 SOUTH GRAND AVENUE, SUITE 1480: LOS ANGELES, CALIFORNIA 90071L PHONE 213.822.8095 W W W.KEYSERMARSTON.CDM • ' 1 A L� 1806001 KMA KHH 19090.014 will obtain a City of Santa Ana business license and provide the insurance certification required by the RFQ. We will also comply with the anti -collusion requirements that are spelled out in Exhibit G to the RFQ. For purposes of the response to the RFQ the Principal -in -Charge of this engagement, and the authorized signatory to a legally binding commitment, the KIuIA representative is: Ms, Kathleen Head, Managing Principal Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095/Fax: 213.622,5204 Email: kheaditas—ermarston.com KMA appreciates the opportunity to assist the City. If you require any additional information, please do not hesitate to contact me. Sincerely, Keyser Marston Associates, Inc. Kathleen Head FO ' 1006001 KMA KHH 19090.014 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services SECTION I STATEMENT OF QUALIFICATIONS Organizational Background...................................................................01 Scopeof Services.........................................................................04 FirmExperience............................................................................06 Designated Personnel....................................................................08 Relevant Experience......................................................................09 References..................................................................................14 FeeSchedule...............................................................................15 Disclosures and Disclaimers...........................................................16 SECTION2 EXHIBITS Exhibit B: Proposer's Statement & Proposal Item Pricing ............................17 Exhibit C; Insured Endorsement......................................................19 Exhibit D: References and Relevant Work History. .............................. 20 Exhibit E: Proposer's Statement......................................................21 Exhibit F: Certification of Nondiscrimination.....................................22 Exhibit G: Non -Collusion Affidavit....................................................24 Keyser Marston Associates, Inc. Page i Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services ORGANIZATIONAL BACKGROUND Firm Introduction & Summary Keyser Marston Associates, Inc. WvIA) is a California corporation founded in 1973 with expertise in real estate, fiscal impact, affordable housing, valuation and litigation support, economic development and infrastructure finance, IMA is a privately held corporation whose shareholders are all principals of the firm, IMA has 20 professional staff persons in offices across the State of California in the cities of Los Angeles, San Francisco and San Diego. In addition, the firm has a satellite office in downtown Fullerton. The majority of IMA assignments involve long-standing client relationships with city and county governments, including clients throughout the Orange County. KMA provides a complete range of real estate services including market analyses, highest and best use studies, financial feasibility analyses, preparation of requests for qualifications and proposals, developer selection, and disposition negotiations including ground lease negotiations. Supporting technical analyses include fiscal impact analyses and the analyses of alternative occupancy options. Uniquely, KMA combines its real estate advisory services with a range of financial planning services, including tax increment projections and verification, fiscal consultant services, projection of public revenues, fiscal impact analyses and economic analyses of alternative land use options. This integration of disciplines allows extremely cost effective coordinated services for our clients. KMA's principals have acted as instructors at the following CRA Institute courses: Beginning and Advanced Affordable Housing; Affordable Home Ownership; Pro Forma Analysis; Components of the DDA; Developer Selection, and Redevelopment Finance, KMA principals have also lectured at the UCLA Anderson School of Business, the UCLA Graduate School of Urban Planning, the USC Graduate School of Urban Planning; and the California State University at Long Beach Graduate School of Public Administration. Keyser Marston Associates, Inc. Page 1 8,OA-37 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services KMA's services fall within the following general areas: Real Estate Evaluation and Transaction Services Strategic Planning and Economic Development Services Affordable Housing Valuation and LitigationSupport Fiscal Impact Analyses The increased complexities of real estate transactions demand a strong technical understanding of market opportunities and constraints, KMA can provide services that are grounded in a fundamental understanding of regional real estate markets, valuations and investment financing. Unique characteristics possessed by IQVIA include: Experience I MAhasOyeatsofexperienceassistingclientsthroughouttheWestinrealestatemarket and evaluation services, negotiation services; structuring public/private transactions, and project implementation services. Cost F,ffectiveness KMA is able to be cost effective for our clients given our ability toprovide comprehensive services relating to market and financial feasibility, economic analysis, direct Implementation experience and public finance without the need for multiple consultants, Commitment KMAoffers the commitmentofprincipalswho are recognized leadersinrealestate advisoryservices throughoutCalifornia, Thephilosophy and structure ofKMA results in clientshavingmaximumdirect contact with the firm'sprincipals, KMA has developed a methodology and approach to ensure quality control for its analytical and advisory services. The methodology and approach include the following: Keyser Marston Associates, Inc. Page 2 FOODYAWOO Request for Qualifications for Affordable Mousing Financial Analytical and Advisory Services Direct Principal Responsibility Each assignment is headed by one of the firm's experienced principals, selected based upon the particular skill set required for the assignment. Kathleen Head manages the firm's affordable housing practice, Consulting Specialist For projects where a variety of skill sets are required (i.e,, a mixed-use project that includes both affordable and market rate housing and a retail component), FMA will bring consulting principals within the firm with the particular expertise required for the assignment. Specialty Area Subgroup The firm has created subgroups which include selected principals and senior staff, to ensure that the best practices and analytical tools are made available firm wide. These specialty groups meet on a regularly scheduled basis and include such areas as affordable housing, mixed-use, public parking, ground lease development and redevelopment finance. Proprietary Sofhvare Models The firm has created subgroups wldch include selected principals and senior staff, to ensure that the best practices and analytical tools are made available firm wide. These specialty groups meet on a regularly scheduled basis and include such areas as affordable housing, mined -use, public parking, ground lease development and redevelopment finance. Keyser Marston Associates, Inc. Page 3 it strength of prop'os'ed projects .,-Assistance. with funding sources to = efficiency of'lhe use,of City funds - - ianciaf feasibility analyses, for3afford'able and me rental and:ormershl' projects L financial "gap evaluatlons'required;as apart ofd:'` d layering analyses - yds' f q irket analyses and compile general economic -I *" :Cty s use ' k., i ialysis ofyj�rojects that ai-e pi oposmg'to pay tlie..',° )rovided for`in the HOO. niel reporting servicesrelated toproejcts income"` idility covenants e Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services FIRM EXPERIENCE Affordable Housing Services ICMA has extensive experience in the analysis of affordable housing transactions, and our staff are experts in analyzing a full range of residential uses including rental and for -sale projects; projects in urban, suburban and rural locations; and very -low income to luxury unit types, XMA is practiced in all aspects of housing finance, bringing in-depth expertise in a variety of financing techniques such as the following: ,Conventional loans •Tax-exempt multuarally bonds -Section 221dS/4 PHA mortage Insurance •CallfomiaHosuingFlaance Agency (CaMA) financing programs -Banking Industry settlement rsubordinate loans •9% and 4% Low Income Housing Tax Credits (LMCs) -New Market Tac credits •Hlatode Tax Credits fu�= • ■ -HOW Investment Partnership (HOME) • community Development Block Grants (CDBG) • section 8 • Section 202/811 •McKinney Act -Section 108/Brownfield Economic Development Investment -New Issue Bond Program 'Neighborhood Stabilization Program(NSP) , -TCI:) loans and grants •Infill Infrastructure grants •Multifamily Housing Program (MHP) -BEGIN •CalHOME •Former redevelopment affordable housing sources -Inclusionary housing in -lieu and Impact fees ,Mental Health Services Act (MRSA) -Federal Home Loan Bank Affordable Housing Program Keyser Marston Associates, Inc. Page 6 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services The affordable housing areas in which KMA provides services include the following: Layering and Leveraging Analyses - KMA prepares market and financial analyses to quantify the appropriate Ievel of client assistance to a project. We evaluate the impact of burdens and incentives on affordable housing programs and advise on all aspects of project financing, including the use of available outside funding and assistance sources KMA has extensive experience preparing HOME layering analyses under the new HOME final rule. Developer Solicitation/Selection - KMA assists clients in the evaluation and selection of developers for affordable housing projects, The evaluation typically includes a thorough review of the developer's prior experience and that of the development team, its financial strength and property management expertise. Inclusionary Housing Programs - IMA analyzes the financial impact associated with requiring private sector residential developers to set aside units for very -low, low and moderate income households, These analyses quantify the net economic detriment created by the inclusionary requirement, after consideration of the benefits associated with various incentives being offered by public entities. IWA has evaluated the financial impacts on both rental and ownership housing and assisted cities in drafting inclusionary housing ordinances and implementation documents as well as participating in the public hearing approval process. Policies and Procedures M, annals — IQ 1A has written policies and procedures manuals for clients to ensure compliance with HOME Program regulations as well as developed programs for the use of HOME Program funds. In addition, KMA has prepared policies and procedures manuals to implement inclusionary housing programs and programs funded by the NSP. SB 342 Affordable Housing Reports — IMA has prepared a template to be used by Housing Successor staff to prepare the required annual SB 341 report. In addition, KMA also prepares the report for housing successor agencies. Compliance Monitoring - Affordable rental housing is typically funded with a variety of layered funding sources. These sources impose income and affordability restrictions that require clients to monitor compliance of the relevant affordable standard. IQVIA's experience includes structuring housing projects funded with multiple assistance sources and monitoring the completed projects to ensure continuing compliance with the income and affordability covenants. Keyser Marston Associates, Inc. Page 7 FOODYMP Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services Residual Receipts Calculation and Compliance - KMA has assisted clients in the evaluation of affordable housing operations and ensuring compliance with residual receipts Ioan repayment terms. The evaluation typically includes a review of the annual audited financial statements and operating statements to determine any residual receipts payments due. Designated Personnel KMA has designated Kathleen Head as the Project Manager/Principal Agency for contract coordination and in the delivery of all services detailed herein. The contact information for Kathleen is as follows: Kathleen Head, Managing Principal 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095 Fax: 213.622.5204 Email: I<head®I<eysermarston.com The personnel that would be assigned to this engagement are presented in the following organizational chart: Kathleen Head manages the housing related services performed by the KMA Los Angeles office, and has extensive experience in program creation, policy analysis, feasibility evaluations and transaction structuring. Kathleen has analyzed hundreds of projects utilizing various local, state and federal assistance packages. Keyser Marston Associates, Inc. Page 8 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services Julie Roney is a Senior Principal who advises clients on affordable housing policy, economic development and real estate assignments. Julie has performed market and economic feasibility, tax allocation, land disposition and reuse analyses for affordable housing projects for over 20 years, Tim Bretz is a Manager who has been with IWA since 2008. Tim has prepared affordable housing feasibility, market and reuse analyses for the firm's public sector clients. RELEVANT EXPERIENCE County of San Bentardiuo / MultigenerationaI Housing and Library IQvIA assisted the County of San Bernardino in evaluating the financial gap associated with the Bloomington multigenerational housing and public library mixed use project. The project consists of 72 senior -citizen apartment units, 35 family apartment units, and a 6,600 square foot public library. The apartment components of the project are subject to 55 -year income and affordability covenants that allocate the units to households earning between 30% and 50% of the San Bernardino County median income. The developer obtained 9% LIHTCs and conventional financing, The County provided NSP1 and NSP 3 funds, tax-exempt bonds that were secured by property tax increment housing set-aside funds, MHSA funds; and a contribution of water line impact fees. KMA assisted in the negotiations process, quantified the warranted local assistance to the project, and prepared the subsidy layering analysis required by California Health and Safety Code Section 33433. KMA Work Completed: 2014 Contact Person: Dena Fuentes, Director of Redevelopment and Housing Telephone Number: 909.387.4392 Email: dfuentes®rda.sbcountv.eov City offfimhngtou Beach l Disposition of Ciljr Owned Property The City of Huntington Beach engaged KMA to evaluate the options for selling or holding a 164 -unit City -owned apartment project targeted to very -low and low income senior citizens. As part of this engagement, ICMA evaluated the project's operating results; future capital expenditures requirements; and income and affordability Keyser Marston Associates, Inc. Page 9 • M Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services controls. KMA recommended that the City market the project to housing developers that could acquire and rehabilitate the property to modern standards using LIHTCs and tax exempt multifamily bond financing. KMA evaluated the purchase offers,- recommended ffers;recommended income and affordability requirements to maximize outside leveraging sources; and compared the financial terms and structure of the purchase offers. The sale and financing was completed in 2010, KMA Work Completed: 2010 Contact Person: Kellee Fritzal, Deputy Director, Office of Business Development Telephone Number: 714.374.1519 Email: kfhtzalosurfcw -hb orgorg City of Orange / Santa Ines Villas and I enaon Grove Apartments I<MA prepared a HOME layering analysis for the proposed 42 -unit Santa Ines Villas senior citizen apartment project. The I(MA analysis was performed in accordance with the HOME final rule, and it included an evaluation of the developer's cost projections; rent and operating expense estimates; and the proposed funding sources. The proposed funding sources included conventional financing, 9% LIHTCs, and MRSA funds. IMA quantified the amount of HOME funds required to ensure the affordability of the project, and reviewed and evaluated the financial wherewithal of the developer to undertake the proposed project. KMA prepared a HOME layering analysis and SB 341 analysis for the proposed 82 -unit Lemon Grove Apartments project. The project is proposed to be financed with tax- exempt multifamily bonds/4% LIHTCs, Bank of America subordinate debt, a deferred Developer Fee, Set -Aside funds and HOME CHDO Funds. KMA Work Completed: 2013 and 2015 Contact Person: Mary Ellen Laster, Senior Housing Manager Telephone Number: 714.744.7211 Email: mlaster®cityoforange.org City of Santa Monica / Village Site KMA assisted the City of Santa Monica In the developer selection and implementation process for the development of affordable rental housing, market rate ownership Keyser Marston Associates, Inc. Page 10 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services housing, and retail uses on a 3.77 -acre property. ICAA assisted the City in drafting a RFQ, evaluating the 16 responses to the RFQ, drafting the financial component of RFPs that was distributed to the three finalist developers, evaluating the responses, and participating in the developer interviews. After a developer was selected, KMA prepared the financial analysis for the proposed scope of development, participated in the negotiations process for a long-term ground lease and Disposition and Development Agreement (DDA), and prepared the Summary Report required by California Health and Safety Code Section 33433, KMA Work Completed: 2014 Contact Person: Andy Agle, Director of Housing & Economic Development Telephone Number: 310.458.2251 Email: andy,agle@smgov,net LongBea(.I%HausingDevelolnraentCorporation/ Senior Artist Colony KMA prepared a financial analysis for the Senior Artist Colony project and assisted the LBHDC during deal structuring negotiations. The project includes 200 apartment units in a transit -oriented development that is geared towards active seniors with a large component of artist -related amenities. All of the units are restricted to low and very - low income households and utilizes the following funding sources: tax-exempt bonds through the New Issue Bonds Program, 4% LIHTCs, TOD grants and loans from HCD, a FHLB AHP loan and Set-Aslde funds from the LBHDC. KMA Work Completed: 2011 Contact Person: Patrick Ure, Housing Development Officer Telephone Number: 562,570,6026 Email: Patrick_Ure@longbeach.gov Costa Mesa Housing Authority l Special Needs Project KMA assisted the Costa Mesa Housing Authority in evaluating the financial characteristics of an income restricted project targeted to homeless individuals with mental health issues. During the initial stages, IMA assisted the redevelopment agency in structuring a project with 9% LIHTCs; HOME funds; and Set -Aside finds assistance, The project was subsequently restructured as a tax-exempt multifamily bond/4% Keyser Marston Assoclates, Inc. Page 1i • M Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services LIHTC project with funding assistance provided from MHSA funds offered by the County of Orange, KMA Work Completed: In Progress Contact Person: Rick Francis, Assistant CEO Telephone Number: 714.754.5099 Email: Ricl<,Francis@costamesaca,gov Moreno Valley Redevelopment Agency / Special Needs Project The Moreno Valley Redevelopment Agency engaged KMA to prepare a HOME layering analysis for an apartment project targeted to senior citizens and developmentally disabled adults. The financial assistance to the project assistance Includes MHP Supportive Housing funds; County of Riverside HOME funds; City of Moreno Valley HOME funds, donation of the land for the project from the Redevelopment Agency of the City of Moreno Valley; an PHLB AHP loan, and financial contributions from the developer and contractor. KMA Work Completed: In Progress Contact Person: Shanikqua Freeman, Housing Program Coordinator Telephone Number: 951.413.3445 Email: shanikqua- moval.org City of San Dimas l Grove Station KMA assisted the City in restructuring the covenants imposed on 10 "for sale" affordable units to reflect current market conditions. The original covenants were imposed irrevocably over a 45 -year term. The revised covenants allow home owner's to resell the home on an unrestricted basis in return for providing the City with a share in the unit's equity appreciation. KMA prepared the program documentation to be used with the revised covenants. KMA Work Completed: 2014 Contact Person: Larry Stevens, Assistant City Manager Telephone Number. 909.394.6250 Email: Istevens@ci.san-dimas.ca.Lis Keyser Marston Associates, Inc. Page 12 .o* R � ' e Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services City of Pasadena — 60-80 South Vinedo DeusRy Bonus Analyses KMA analyzed a developer's request to construct a 26-urdt residential development on a 30,000 square foot property. The proposed project includes an 18% density bonus and one concession. To evaluate the developer proposal, IMiA analyzed a project that complies with the existing zoning, a scenario that tested the value created by the density bonus, and the proposed project. IMIA prepared a memorandum that summarizes the developer's request, outlined the City's Density Ordinance requirements, and provides a finding on whether or not the developer's request met the Ordinance's requirements. KMA Work Completed: 2014 Contact Person: Jose Jimenez, Planner Telephone Number: 626.744.7137 Email: josejimenez@cityofpasadena,net City of Claretnont I Inclusionary Housing Policy KMA assisted the City of Claremont in creating an Inclusionary Housing Ordinance and an in -lieu fee structure. IMIA quantified the net economic detriment created by the requirement to provide low and moderate income housing after consideration of the benefits associated with the incentives being offered by the City. KMA also prepared the policies and procedures manual and supporting documentation required to implement the program. IMIA also provides financial analyses of projects that are proposing to use the in -lieu fee option. Year Completed: 2014 Contact Person: Brian Desatnik, Community Development Director Telephone Number: 909.399.5342 Email: bdesatni1<@c1.daremoni.ca.us Keyser Marston Associates, Inc. Page 13 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services References KMA has provided ongoing affordable housing services to a number of public sector clients for over 25 years. A sample of long-time clients that are located in Orange County includes the Anaheim Housing Authority, the City of Fullerton, the Huntington Beach Housing Authority, and the Costa Mesa Housing Authority, It should also be noted that ICMA has provided consulting services to the City of Santa Ana Housing Authority, Planning Department, and former Redevelopment Agency for over 30 years. Contact information for the identified long-term Orange County clients are presented below: �A`tj�.Ileitl'�.:({oi1�InB':.AC{chnri;y;. ,:t: -y;: :.t:;.;, �`;�•ty=<:. �:;; John Woodhead, Executive Director ii _4'ti � �ll e' ::4 •i v mow.:..::: yi'_ ;.. �IVtI 7 Email Address: jwoodhead@anaheim,nat City;a f Fullertnli (HousingSuCtes54:i Charles Kovac, Project Manager ��•_ '� tel�piio'n`Q=,714iy38i2 Email Address: chariesk@cl,fullerton.ca,us 'Crigton;Re'ashHoifsing`.AukligGify, ':�'' �•��`r'�,:: - Kellee Fritzal, Deputy Director, Office of Business Development Tele `h' ne-: 71 519:, ... ,t... .:,t:;.. . ep: A 4' - Email Address: kfritzal@surfcity-hb.org Cas'ta;Mesa-Mod5lhg Authority. '. Rick Francis, Assistant CEO Tel'eph'one,;..;•:. •:; 774.754,5099:: ' ..,:. Email Address: Rick.Francis@costaMesaca.gov Keyser Marston Associates, Inc, Page 14 1M1 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services KEYSER MARSTON ASSOCIATES FEE SCHEDULE A. JERRY KEYSER* $280.00 MANAGING PRINCIPALS" $280.00 SENIOR PRINCIPALS* .$270.00 PRINCIPALS* $250.00 MANAGERS* $225.00 SENIOR ASSOCIATES $187.50 ASSOCIATES $167.50 SENIOR ANALYSTS $150.00 ANALYSTS $130.00 TECHNICAL STAFF $95.00 ADMINISTRATIVE STAFF $80.00 Directlyrelatedjobexpensesnotincludedintheaboveratesare: automileage,parking, airfares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processhlg, graphics and printing. Directly relatedjob expenses willbe billed at 110% of cost, Monthlybilihigsforstafftime andexpensesincurred duringtheperlodwillbepayable within thirty (30) days of invoicedate. * Rates for individuals in these categorieswillbe increased by 50% fortime spent in court. testimony, Keyser Marston Associates, Inc. Page 15 80A-51 Request for Qualifications for Affordable Housing Financial Analytical and Advisory Services DISCLOSURES AND DISCLAIMERS City represents, acknowledges and agrees that, (i) Consultant- is not advising or recorranend ng any action be taken by the City with respect to any prospective, new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues); (ii) Consultant is not registered with the U.S. Securities and Exchange Commission ("SEC") as a municipal advisor; and (til) Consultant is not acting as a mrmicipal advisor to City and does not assume any fiduciary duty hereunder, including, without ]initiation, a fiduciary dray to City pursuant to Section 15B of the Exchange Act with respect to the services provided hereunder and any information and material contained in Consultant's work product. City further represents, acknowledges and agrees that. (i) City shall discuss any such information and material contained in Consultant's work product with any and all internal and/or external advisors and experts, including its own municipal advisors, that it deems appropriate before acting on the information and material; (ii) City uses the services of one or more municipal advisors registered with the SEC to advise it in connection with municipal financial products and the issuance of mmricipal securities; (iii) City is not looking to Consultant to provide, and City shall not otherwise request or require Consultant to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the stricture, timing, terms, and other similar matters concerning such financial products or issues); and (iv) City warrants that the provisions of this contract and the services to be provided hereunder are notintended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 1513 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder, Keyser Marston Associates, Inc. Page 16 80A-52 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES PROPOSER'S STATEMENT AND PROPOSAL FEE SCHEDULE EXHIBIT B Certification --1 certify that I have read, understand and agree to the terms and conditions of t his Request for Qualifications. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omisslons or discrepancies to the City for clarification prior to the submission of my proposal. KMA BILLING RATES The billing rates for the KMA staff members who may be assigned to this engagement are presented In the following table. KMA will not Increase these hourly fees during the initial two- year contract term. Title Hourly Rates Managing Principal $280.00 Senior Principals $270.00 Senior Associates $187,50 Technical Staff $95,00 Administrative Staff $60.00 PROPOSED FEE AND TIMELINE FOR SAMPLE ASSIGNMENTS Subsidy Layering for an Affordable Multifamily Project The technical components of a subsidy layering analysis can be completed within a three-week time frame at a budget In the range of $9,000. This budget does not include KMA participation In the negotiations or transaction structuring process, which vary widely based on the transaction's level of complexity. Financial Advisory Services for a Multifamily Bond Issuance Based on the scope of bond advisory services KMA described in Exhibit A of this proposal, KMA estimates the fee related to a multifamily bond Issue in the range of $20,000. The KMA services would be provided throughout the negotiations, structuring and financing process for a project. This can be accomplished In as few as 90 days, but the process is more likely to require six months or more to complete. Keyser Marston Associates, Inc. 213.622,8095 1213.622.6204 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 500 South Grand Avenue, Suite 1480, Los Angeles, California 90071 BUSINESS ADDRESS Kathleen Head PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT DATE 94-23663741 FEDERAL ID NUMBER Managing Principal / Vice President TITLE khead@keysermarston.com EMAIL ADDRESS EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBIL POLICIES Insurance Company This endorsement modifies such Insurance as Is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza M-25, Banta Ana, California 92701; Its officers, employees, agents, volunteers and representatives are names as additional Insured(s) ("additional Insured(s)" with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named Insured. 2. With respect to claims arising out of the operations and uses performed by on behalf of the named Insured, such Insurance as Is afforded by this policy Is primary and is not additional to or contributing with any other Insurance carried by or for the benefit of additional Insured(s). 3. This Insurance applies separately to each Insured against whom claim Is made or suit Is brought except with respect to the company's limits of liability. The Inclusion of any person of organization as an Insured shall not affect any right which such person or organization would have as a claimant if not so Included. 4. With respect to the additional Insured(s), this Insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, California 92701, (iOomplailom of.fhe following;• InclOdtng countersignature, ls:'required Id. make •this-endbrs$ment effective.) Effective this endorsement form as part of Policy # Issued to Name Insured Countersigned by., Authorized Representative City of Santa Ana Community Development Agency Request for Qualifications- Housing Financlal Analytical and Advisory$ervlces Page 19 EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages If required for additional references. The City reserves the right to contact each of the references listed for additional Information regarding your firm's qualifications. Reference No. 1 Customer Name: City of Huntington Beach Address; 2000 Main Street Huntington Beach, CA Contract Amount; $270,000 Contract Individual: Kellee Fritzal Phone Number: 714.374,1519 Email Address: kfritzal@surfcity-hb.org Year: 2014-2016 Description of supplies, equipment, or services provided: On-call financial consulting services to the City, the Successor Agency and the Housing Authority. Reference No. 2 Customer Name: San Bernardino County Contract Individual: Dena Fuentes Address: 365 N Arrowhead Avenue Phone Number: 909.387.4392 San Bernardino, CA Email Address: dfuentes@rda.sbcounty.gov Contract Amount: $200,000 Year: 2013-2015 Description of supplies, equipment, or services provided: On-call affordable housing consulting services to the Counties Housing Department. Reference No. 3 Customer Name: City of Claremont Contract Individual: Brian Desatnik Address: 207 Harvard Avenue Phone Number. 909.399.5342 Claremont, CA Email Address: bdesatnll<@cl.claremont.ca.us Contract Amount: $25,000 Year: 2014-2015 Description of supplies, equipment, or services provided: Provide technical assistance to the City staff, the External Administrator, and developers in the implementation of the Inclusionary Housing Ordinance. .O •. TO BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING PINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL & CONTRACT AGREEMENT P,Rc PQAEf '§ S,TATRMENT Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constltute the entire agreement between proposer and the City only after It has been accepted by the City Council, endorsed by the Clark of the Council with her signature and official seal noting here on the action of approval of.the Council, signed by the Executive Director or her duly authorized agent, and signed by the City Attorney, denoting her approval of the form for this document, and Its execution, and when It or an exact copy of It has be either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificates of liability Insurance within ten (t 0) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check drafts, or proposer's bond substituted In lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damager due to the delay and other causes suffered by City because of failure to enter into an Agreement and/or furnish necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City Is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal Is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed, All terms contained In the Specifications, the Certification of Non•DISCrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be Incorporated by reference Into this Agreement and are made specifically as part of this RFQ. MYSER MARSTON ASSOCIATES, INC MANAGING PRINCIPAL 616/2018 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 21 80A-57 TO BE INCLUDED IN PRQPOSAL EXHIBIT F CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1, The Contractor shall not discriminate against any employee or applicant for employment because of race, calor, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall Include, but not limited to, the following; employment, upgrading, demotions, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of .compensation; and selection for training, including apprenticeship, The Contractor agrees to post In conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondisorimination clause. 2. The Contractor shall, In all solicitations or advertisements for employees placed by or on behalf of the Contractor, %fate that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3, The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreements or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor compiles with all provisions of Executive Order 11246 of September 24, 1065, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and order of the Secretary of Labor, or pursuant thereto, and will permit access to his/ her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of Investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event the Contractor's non-compllance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared Ineligible far further Government contracts or . federally assisted constructlonl services contracts In accordance with procedures authorized in Executive Orders 11246 of September 24, 1965, and such other sanctions may be Imposed and remedies Invoked as provided In Executive Order 11246 of September 24, 1966, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law, 7, The Contractor shall Include the portion of the sentence Immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) In every subcontract or purchase order unless exempted by City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 22 .O • rules, regulations, or orders of the Secretary of Labor Issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for nonoompliance; provided, however, that In the avant the Contractor becomes Involved In, or Is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter such litigation to protect the Interests of the United States, 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, no discrimination shall be made in the employment of persons because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided In $action 1420, and any Contractor violating this Section Is subject 10 all the penalties Imposed for a violation of the Chapter. KEYSER MARSTON ASSOCIATES, INC FIRM MANAGING PRINCIPAL 6/512416 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 23 TQ BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENTAGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT NON-COLLU510N AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA, In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bid Is not made'In the Interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or cotporatlon; that the bid Is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or Indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put In a sham bid, or that anyone shall refrain from bidding; that the PROPOSER hes not in any manner, directly or Indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone Interested In the proposed contract; that all statements contained in the bid are true; and, fuhher, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contants thereof, or divulged Information or date relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit Is part of the Proposal, Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. PROPOSERS are cautioned that making.a false certification may subject the certifier to orlminal prosecution. State of California County of 1)(ZAi�,t�� Subscribed and sworn to (or affirmed) before me on this `4A—. day of J tx D , 2016 , by 1 t i � i r E D In proved to me on the basis of satisfactory evidence to be the person($) EN0149 "M1"FNEwm1N1;"who appeared before me, r1ePNea 02185917 Io CBIlfornlG e County lre� Nov, 1D, E02o otaryPu Iic gnature Notary Public Sea) City of Santa Ana Community Development Agency Request for qualifications – Affordable Housing Financial, Analytical and Advisory Services Page 20 80A-60 CERTIFICATE OF UARILITV INSURANCE 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 certlflcate holder Is an ADDITIONAL INSURED, the POUDy(1e3) must ba endorsed. if SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A etatementon this certificate does not confer rights to the PRODUCER MOC•Xnsuranca Sorvioan License No. 0589960 44 Montgonory St., 17th F1, Ban Francisco CA 9410E INSURED Beyeer Marston Associates, Inc. 1299 4th Street, Suite 406 Ban Rafael CA core anmaoco.gAl 9-201R RFVIRIOM NUMBER: V 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 13CSCRIDED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1 1YPe OP INSURANCE POLICY UMBER POOCDY P POI& EXPLIM O X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 0 1,000,000 PRUW.ISES IE oc ce 4 600,000 A CLAIMS -MACE & OCCUR X =2A49104903 12/1/2017 12/1/2018 MED EXP (An"m arson 4 10,000 PERSORALAADV INJURY 4 i,000,000 No Deductible Appld6u GEN-LACGREOATEUHqM�B'APPLIESPER: . POLICY ®MY n LOC GENERALAGGREGATa 4 2,000,ODU PR09UOT8-00MPIOPAGG 4 lnciuded 4 OTHER! AUTOMODiLRIIp&CITY Ea a¢IdODB SINGLE 1 4 1,000,000 BODILY INJURY (Per Pena,O 4 B X ANYAUTO AAILLLOOWN50 A011a ULED MDR X HIflE0 AUT06 NX x Come 0600 C00600 x I l A49004903 12/1/2017 12/1/2019 DOILY WARY (P&ealdenl) $ R VEe1Y AMAGE a em e S Unlnw dmolmlelm binad 6 1,000,000 X UMBRELLA LIAS X I OCCUR EACH OCCURRENCE 0 4,009,029 AGGREGATE 4 4,000,000 EXCESS UAB CLAIMS -MADE DED I X I PETENTION4 0 X Ca2A49117103 12/1/2017 12/1/2019 WOm(ERSCOMPENRATION AND aMPLOYERW LIABILITY ANY PROPRJUORIEXRLl OEm ECUTNa X ra E.I. EACH ACCIDENT 0 11000,000 E.L. DISEASE• EA BMPLDYE 6 1,000,000 OFFD In NHI �OE80RIP NIA 3954623 12/1/2017 01/01/2018 EL. DISEASE• POLICY LIMIT 6 11000,000 1M1Y�CMeIary (ON OdOPERATIONS Oefow C Liability IRED42616500 12/1/2017 12/1/2018 EerhY[MIUlAG $1,000,000 IProfessional Retention $25,000 Rntxo Dater 21/11/1976 AW pts LhR 02,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEIIICLES (ACORD 101, Adakh4 Romuke SCMd.h, may to aaeched RPM aPaec Is Mquhed) City of Santa Ana, City of Santa Ana Acting as Successor Agency and/or Housing Authority of the City of Santa Ana, its officers, oreployaes, agents, volunteers and representatives are Additional Insured with respects to the Insured'a operations, Ineurance provided is primary and is not contributory vrith any other insurance Carried, 30 Day Notice of Cancellation/10 Day for nonpayment of premium. City of Santa Ana. EXecutive Director of CDA 20 Civic Center Plaza M-25 Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BR DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Callejas/HCA" Q1BSB-2014ACORD CORPORATION. Allrights ACORD 25 (2014101) The ACORD name and logo are registered marl(& of ACORD INS025(204011 80A-61 -61 COMMERCIAL GENERAL LIABILITY POLICY NUMBER; ZDFA49104003 CG 2010 07 04 Effective Date: 12/01/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(a) or or anizatlon s ; Locations of Covered Operations The City of Santa Ana, Housing Authority as Successor Housing Agency, its officers, employees, agents, volunteers and representative. It is understood and agreed that this Insurance Is primary and any other Insurance maintained by the Additional Insured shall be excess only and not contributing with this Insurance In regards to all operations as pertains to the named Insured. Information required to complete this Schedule If not shown above will be shown In the Declarations, A. Section II — Who Is An Insured Is amended to Include as an additional Insured the person(s) or organlzation(s) shown In the Schedule, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising Injury" caused, in whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those soling on your behalf; In the performance of your ongoing operations for the additional Insured(s) at the location(s) deslg- nated above. CG 2010 07 04 B. With respect to the Insurance afforded to these additional Insureds, the following additional exclu• slons apply, This Insurance does riot apply to "bodily Injury" or "property damage" occurring aller. 1. All work, Including materials, parts or equip-ment furnished In connection with such work, on the project (other than service, maintenance or repairs) to be performed by or an behalf of the additional Insured(s) at the location of the covered operations has been completed; or 2. That portion of"yourwork" out of which (he Injury or damage arises has been put to Its In -tended use by any person or organization other than another contractor or subcuntractor engaged In performing operations for a pdncl-pa) as a part of the same project. © ISO Properties, Inc., 2004 .O X • Page 1 of 1 a Keyser Marston Asacaiatea, Ina COMMERCIAL AUTO CA 00 0103 06 BUSINESS AUTO COVERAGE FORM Various provisions In this policy restrict coverage. SECTIONI— COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what Is and Is not covered. are covered "autos" for each of your coverages. The Throughout this policy the words "you" and "your" refer following numerical symbols describe the "autos" that to the Named Insured shown In the Declarations. The may he covered "autos". The symbols entered next to words "we", "us" and "our" refer to the Company pro- a coverage on the Declarations designate the only viding this Insurance. "autos" that are covered "autos". Other words and phrases that appear In quotation A. Description Of Covered Auto Designaiion marks have special meaning. Refer to Section V — Symbols Definitions. Symbol Description Of Covered Auto Designation Symbols 1 An "Auto" 2 Owned "Autos" only those "autos" you own (and for Liability Coverage any "trailers" you don't own Only whlleaftached to power units you own). This Includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This Includes those private passenger Passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned "Autos" Only those "autos" you own that are not of the private passenger type (and for LI- OtherThan Prl- abinty, Coverage any "trailers" you don't own while attached to power units you vale Passenger own), This includes those "autos" not of the private passenger type you acquire "Autos" Onl ownershl of after the policy be Ins. 6 Owned "Autos" Only those "autos" you own that are required to have No -Fault benefits in the state Subject To No- where they are licensed or principally garaged. This Includes those "autos" you ac - Fault quire ownership of after the policy begins provided they are required to have No - Fault benefits In the state where thay are licensed or prInc[palty garaged, 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are li- Subject To A caned or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage. This includes those "autos" you acquire ownership of afterthe insured Motor- policy begins provided they are subject to the same state uninsured Motorists re- fats Law ulrement. 7 specifically De- Only those "autos" described in Item Three of the Declarations forwhich a pre- scribed "Autos" mlum charge Is shown (and for Llabllity Coverage any'Ymilers" you don't own while attached to any power unit described In Item Three). S Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not Include any "auto" Only you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (If you are a limited Ilabllkycompany) or members of their households. 9 Nonowned Only those "autos" you do not own, lease, hire, rent or borrow that are used In con - "Autos" Only nectlon with your business. This Includes "autos" awned byyour "employees", part- nars (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. CA 00 D1 03 06 © ISO Properties, Inc., 2006 Page 1 of 12 13 19 Mobile Equlp- Only those "autos" that are land vehicles and thatwould qualify under the definitior Ment Subject To of "mobile equipment" under this polloy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle Insurance law where they are II - Financial Re- censed or principally garaged. sponsibility Or 13. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, S, 6 or 19 are entered next to a coverage In Item Two of the Declare- tlons, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2, But, If Symbol 71s entered next to a coverage In Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only If: a. We already cover all "autos" that you own' for that coverage or It replaces on "auto" you, prevlbusly owned that had that cover- age; and b. You tell us within 30 days after you acquire It that you went us to cover it for the( covsr- age. C. Certain Trailers, Mobile Equipment And Temporary, 8ubstituteAOtos If Liability Coverage Is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage; 1. '"trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Moblle..equlpmont" while being carried or towed by a covered "auto", 3. Any "auto" you do not own while used with the pennlesfon of Is owner as a temporary, substi- tute for a covered "auto" you own that Is out of service because of Its; a. Breakdown; b. Repair, c. Servicing; d. "Loss"; or a. Destruction, Page 2 of 12 SECTION II — LIABILITY COVERAGE A. Coverage We will pay all sums an 'Insured" legally must pay as damages because of "bodily Injury' or "property damage" to which this Insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto", We will also pay all sums an "Insured" legally must pay as a "covered pollution cost or expense" to which this Insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos", However, we will only pay for the "covered pollution cost or ex- pense" If there Is either 'bodily Injury' or "property damage" to which [his Insurance applies that Is caused by the same "accident', We have the right and duty to defend any "Insured" against a "suit" asking for such demages or a "covered pollution cost or expense", However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily Injury' or "prop- erty damage" or a "covered pollution cost or ex- pense" xpense" to which this Insurance does not apply. We may Investigate and settle any claim or "suit" as we consider appropriate, Our duty to defend or settle ends when the Liability Coverage Limit of Ineur- ance has been exhausted by payment of judg- ments or settlements, 1, Who Is An Insured The following are "Insureds"; a, You for any covered "autd', b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone alas from whom you hire or borrow a covered "auto". This exception does not apply If the covered "auto" Is a "hailer" connected to a cov- ered "auto" you own. © ISO Properties, Inc„ 2005 .I I N I V CA 00 0103 06 M (2) Your "employee" if the covered "auto" is owned by that "employed" or a member of his or her household. (3) Someone using a covered "auto" while ha• or she Is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours, (4) Anyone other than your "employees", partners (If you are a partnership), members- (If you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". '(6) A partner (If you are a partnership), or a member (If you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- pured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we Incur. (2) Up to $2,000 for cost of bail bonds (irl- cluding bonds for related traffic law vlo- fations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "Insured" we defend, but only for bond amounts Within our Lmit of Insurance. (4) All reasonable expenses incurred by the "Insured" at our request, Including actual loss of earnings up to $250 a day be- cause of time off from work. (6) All costs taxed against the "Insured" in any "suit" against the "Insured" we de- fend, (6) Ali Interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited In court the pad of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance, b, Out -Of -State Coverage Extensions While a covered "auto" Is away from the state where It Is licensed we will: (1) Increase the Limit of Insurance for LF• ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law or the jurisdiction where the covered "auto" Is being used. This extension does not apply to Ilia, limit or limits specified by any law governing mptor carriers of passengers or prop. erty. (2) Provide the minimum amounts and types of other,coverages, such as no- fault, required of out -of -stale vehicles by the jurisdiction where the covered "auto" Is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This Insurance does not apply to any of the follow - Ing: 1. Expected Or Intended Injury "Badlly Injury' or "property damage" expected or Intended from the standpoint of the "In- sured". 2, Contractual Llabllfly assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a.. Assumed in a contract or agreement that Is an "Insured contract" provided the "bodlly In- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have In the ab- sence of the uontracl or agreement, 3. Workers' Compensation Any obligation for which the "Insured" or the "Insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability . "Bodily Injury' to: a. An "employee" of the "Insured" arising out of and In ilia course of: (1) Employment by the "Ihsured";or CA 00 01 03 06 0 ISO Properties, Inc., 2006 Page 3 of 12 LI C:FIRTIFIrATF OF I..I.A.RJUTY INSI.IIRANCF I M/2B118 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 to holder Is an ADDITIONAL INSURED, the pollcy(IsS) MUSt haVO ADDITIONAL IN5UREP provisions or be IS WAIVED, Subject to the terms and conditions of the pollcy, certain policies may require an endersement. A Ina COVERAGES CERTIFICATE NUMBER: 1873463 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 CLAVAS, LIMITS SHOWN AREAS REQUESTED. INSF LTR TYPE OF INSURANCE AD LSURR VNO POUCYNUMBER POLICY OF dMIDONYYYMIZIDDY POLICY EXP LIMITS COMMBRCIAI GENERAL LIABILITY CWM9.MAbE OCCUR AUTHORIZED REPRESENTATIVE (i'Eon',p�idk�'eavlete, Rtia.o EACH OCCURRENCE $ DETORENTED PREMISES aaaaueenca 3 MEDEXP ane e,son 3 PERSOMAL&ADV INJURY S GENL AGGREGATE LINT APPLIES PER: POUOY ❑ PROJECT ❑ L00 OTHER GENERALAGOREGATE 5 PRODUCTS-COMPIOPAGG 5 5 AITTOMOBILB LIABILITY ANY AUTO OWNED 9CHFDULEO AUTOS ONLY AVTO8 HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Eau Genf 5 BODRY INJURY Per arson S BODILY INJURY(Per no dem $ PROPERTYOAMAGE Paracdden 5 S UMBRELLA UAB EXCESS LIAR OCCUR CLAIMSddADE EACHOCCURRENCE 3 AGGREGATE 3 DEO I I RETENTIONS A WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY YIN ANYPROPRIETDRIpARTNEWE%EWTIYE OFFICERIMEMBER EXCLUDED? [:]NIA (MandA10 In NHI vyee, dead' under DESCRIPTION OF OPERATIONS below K WC 028181717 CA 01/0118 07101118 STATUTE ER E.L EACH ACCIDENT $ 2.000,000 EL DISEASE• EA EMPLOYE $ 2,000,000 E. L. DISEASE -POLICY LIMIT $ 2,00%DO0 DESCRIPTION OF OPERATIONS I LOCATIONDI VEHICLES (ACORD 101, Additional Remarks Schedule, may be aReched If more apace le raqulred) See eUatlred ceNAcele HolderCer�OaAon Notice, A0=000mployeoswaH,gfor KEYSERMARSTON ASSOCIATES, INC., Pad MdWAOPYOTALSOURCE, INC-psyrot aro cry" undarneabcao Mated pellcy, WAIVER OF SUBROGATION IN FAVOR OF CITY OF SANTAANA ITS OFFICERS, OFFICIALS, ENPLOYEES.AGENT, REPRESNTATIVES AND VOLUNTEERS AS RESPECTS OF JOB PERFORMED BY KEYSER MARSTONASSOCIATES, INC, AS REQUIRED BYWRITTEN CONTRACT, CERTIFICATE HOLDER CANCELLATION C yof Swda Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES SE CANCELLED BEFORE ExeenNa Direatot ofCDA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20CANo CdMMPlara M-26 ACCORDANCE WITH THE POLICY PROVISIONS, Santa Ane, CA D2701 AUTHORIZED REPRESENTATIVE (i'Eon',p�idk�'eavlete, Rtia.o ,�toai4(ri O 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and ID90 are registered marks of ACOR13 POLICY HOLDER NOTICE CERTIFICATE HOLDER CANCELLATION NOTICE SCHEDULE Should this policy be cancelled before the expiration date hereof, the producer will endeavor to mail 30 days written notice to the certificate holder named herein, but failure to do so shall impose no obligation or liability of any kind upon the Insurer, the producer, or the respective agents or representatives of each. SCHEDULE: CERTIFICATE HOLDERS AS IDENTIFIED ON THE MOST RECENT QUARTERLY SCHI DULE OF CERTIFICATE HOLDERS PROVIDED BY THE INSURED'S BROKER OF RECORD TO THE INSURER. EXHIBIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other Insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4_ With respect to the. additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective part of Policy # Issued to Named Insured Countersigned by this endorsement form as a Authorized Representative 12 FOODYNIFOO