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Home My WebLink AboutKEYSER MARSTON ASSOCIATES (4)NOV 2 4 2021 ,4SURANCE ON FILE ` EXPIRES 1L, 01 A-2021-229-01 PATE: AGREEMENT TO PROVIDE ON -CALL AFFORDABLE HOUSING FINANCIAL, ANALYTICAL, AND ADVISORY SERVICES 6� fARCCIaaAa�n�w�LoY[.t THIS AGREEMENT is made and entered into this 16th day of November, 2021, by and between Keyser Marston Associates, Inc., a California corporation ("Consultant"), and jointly the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). City and Authority shall jointly or interchangeably, as applicable, be referred to as "City" for purposes of this Agreement. RECITALS A. On September 7, 2021, the City issued Request for Qualifications No. 21-107 ("RFQ' ), by which it sought Consultants to provide on -call affordable housing financial, analytical and advisory services for the City and Authority. The scope of work may include any and all work efforts related to 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 laclusionary Housing Program financial analysis on an as -needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City, which is attached hereto as Exhibit B. C. Consultant represents that it is able and willing to provide the services described in the Scope of Work that was included in RFQ No. 21-107, which is attached hereto as Exhibit A. D. 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 contracting 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: SCOPE OF SERVICES On an as -needed basis, and at the sole discretion of City, Consultant shall perform the services that are described in Exhibit A, as well as Consultant's proposal attached hereto as Exhibit B. When the need for services arise, City may initiate services through use of a letter agreement, executed by the Executive Director of the Community Development Agency and the Consultant. Work by the Consultant may not proceed absent a previously engaged or fully executed consultant agreement and letter agreement for a specific project. Page 1 of 10 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of three (3) Consultants selected to provide affordable housing financial, analytical, and advisory services on an as needed basis under RFQ No. 21-107. The total compensation for services provided by all Consultants selected under RFQ No. 21-107 is a collective amount not to exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for three (3) years through November 15, 2024, unless terminated earlier in accordance with Section 17, below. Upon execution and commencement of the Term of this Agreement, Agreement No. A-2018-203 between the City and Consultant shall be terminated. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. 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. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant Page 2 of 10 shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Cit jabs sole risk. 6. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with theperformance of the work bereunderby the Consultant, its agents, representatives, or employees. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall beat least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile ,Liability: Insurance Services Office Form Number CA 0001 covering, Code I (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if automobile is not necessary to perform services.) 3. 'Workers' Compensation: insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultant provides written verification it has no employees.) 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain, the following provisions: Page 3 of 10 I, Additional Insured Status, The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, pants, or equipment furnished in connection with such work or operations, General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CO 20 10 1185 or both CG 2010, CG 20 26, CG 20 33, or CO 20 38; and CG 20 37 forms if a later revisions used), 2, Primary Coverage: For any claims related to this contract, tbe' Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers, Any insuranco or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City, 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured ,Retentions: Self -insured retentions must be declared to and approved by the City, `111e City may require the Consultant to purchase coverage with a lower retention .or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City, 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City, 7. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance mast be provided for at least three (3) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a .Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. Page 4 of 10 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the COL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them: City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time, 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subcontractors, 10. Special Risks or Circumstances; City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, 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 death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 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 this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or williiul misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work Page 5 of 10 product or documents provided by Consultant to the City pursuant to this Agreement: 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other docruAonts created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement, 11. 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 finther 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. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 13. NOTICE Any notice, tender, dernand, delivery, or other comnnmication 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 6 of 10 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P,O, Box 1988 Santa Ana, CA 92702-1988 Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Keyser Marston Associates, Inc. Attn: Tim Bretz, Senior Principal 500 South Grand Avenue, Suite 1480 Los Angeles, CA 90071 Tel: 213-622-8095 Pax:213-622-5204 A party may change its address by giving notice in writing to the other party. Thereafter, any 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, If sent by fax, communication shall be effective or deemed to have been given twenty -foul' (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 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 or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. 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 Page 7 of 10 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. 16. 'WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be tenninated 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 Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product 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. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. 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 proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. Page 8 of 10 20. 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 its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall because for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 following page} Page 9 of 10 A-2021-229-01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: A. GOMEZ .Perk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney CITY OF SANTA ANA KIUSTW RIDGE City Manager HOUSING AUTHORITY OF THE CITY OF SANTA ANA By: RYA O. ODGE STEVEN A. MENDOZA Assistdrit City Attorney Executive Director CONSULTANT "�Z� 3117? By: Tim Bretz Title: Senior Principal Page 10 of 10 EXHIBIT A SCOPE OF SERVICES REQUEST FOR QUALIFICATIONS RFQ # 21-107 AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Claudia Fernandez -Shaw Housing Programs Analyst (714) 667-2265 Office (714) 667-2225 Fax cshaw&santa-ana.org KEY RFQ DATES Issue Date: Tuesday, September 7, 2021 Proposal Due Date: Tuesday, September 21, 2021 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, September 21 at 5:00 P.M. If further information is required, please contact Claudia Fernandez -Shaw, Housing Programs Analyst, at (714) 667-2266 or cshaw ,santa-ana.orn. MAILED, E-MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: Attention: Claudia Fernandez -Shaw, Housing Programs Analyst City of Santa Ana Community Development Agency (611 Floor) 20 Civic Center Plaza, M-20 Santa Ana, CA 92701 obaw@sEtata-ana.org 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 Claudia Fernandez -Shaw at cshaK@santa-ane.org. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 6`^ 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 DO NOT FAX RFQ RESPONSES City of Santa Ana Community Development Agency Request for Qualifications -Affordable Housing Financial, Analytical and Advisory Services Page 2 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PAGE I. INTRODUCTION 4 II. PERIOD OF CONTRACT 4 III. SCOPE OF WORK / SERVICES 4 IV. GENERAL INFORMATION 4 V. CONTRACTOR RESPONSIBILITIES 5 VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE 5 Vil. RULES FOR PROPOSALS. 6 VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / 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 0 XV. FILING A PROTEST g 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 Financial, Analytical and Advisory Services Page 3 'I } r.nl. 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 Quallficatlons (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 financial advisory services; and the City's Inclusionary Housing Program financial analysis. The scope of work may include any and all work efforts related to EXHIBIT A —SCOPE OF SERVICES. 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 notifies 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 EXHIBIT A — SCOPE OF SERVICES The Contractor shall bean Independent contractor capable of providing experienced, knowledgeable: and professional staff. The Contractor shall be responsive and maintainexcellent 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 information in the RFQ. The City will provide only the staff 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 identified 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 responsibilitles 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 partnership with no employees. However, these Consultants must complete a "Worker's Compensation Declaration." This form may be obtained from City staff. Professional Liability— Professional Ilabllity 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, VII: RULES FOR PROPOSALS The signer of the RFQ must declarein 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. Vill. E-MAIL COMMUNIOATIONS AND INTERPRETATIONS / CLARIFICATIONS To facilitate the RFQ process, proposers are required to monitor and respond to e-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 e-mail to Claudia Fernandez -Shaw, Housing Programs Analyst, no later than Tuesday, September 14, 2021 at 6:00 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. IX. 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 hftL/www.santa-ana.Qrg/bIds-rfp /. 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. X. 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. XI. 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) years recent experience in providing financial analytical and/or advisory services for affordable housing City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 6 projects. Proposers shall have a minimum of five (5) years of recent 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). Xll. 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 orderto 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) Scope 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 identified 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 qualifications, 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) 4) EXHIBIT D —REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS) City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial; Analytical and Advisory Services Page 7 5) EXHIBIT E —PROPOSAL CONTRACT AND AGREEMENT— PROPOSERS STATEMENT B) 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 Exhibits. 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 8 The proposals will be reviewed by a committee of City staff members. The committee 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 scoring 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.: Claudia Fernandez -Shaw, Housing Programs Analyst, 20 Civic Center Plaza M-26, Santa Ana, sCA 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 (5) business days of either the RFQ posted date or before 5:00 p.m. of the 5th business day following the posting of RFQ results/Notice 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 documentation 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 EXHIBIT A CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) SCOPE OF SERVICES 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 l3lock 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 inclusionary 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) Inclusionary housing financial analysis and advisory services. It. 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 • Perform analyses in relation to the City's Housing Opportunity Ordinance 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 for the 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 • Continuing legal advice, as needed and requested, concerning 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 appropriate. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 12 TO BE INCLUDED IN PROPOSAL 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 T I certify that I have read, understand.and agree to the terms and conditions of this Request for Qualifications. I have examined the Scope of Services (Exhibit A) and I am familiarwith the scope of work requirements. I 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 BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE 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 this endorsement form as part of Policy # Issued to Name Insured Countersigned by: Authorized Representative TO BE INCLUDED IN PROPOSAL City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 14 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 napes 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: Contract Individual• Address: Phone Number: Facsimile Number: Contract Amount: Year: Description of services provided: Reference No. 2 Customer Name: Contract Individual: Address: Phone Number: Facsimile Number: Contract Amount: Year: Description of services provided: City of Santa Ana Community Development Agency Request for Qualifications— Affordable Housing Financial, Analytical and Advisory Services Page 15 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 TO 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 and/or 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. 1-I RM 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: 1. 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 thatall 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 provided City of Santa Ana Community Development Agency Request for Qualifications— Affordable Housing Financial, Analytical and Advisory Services Page 18 In Executive Order 11246 of September 24,1965, 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 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. ED AND PRINTED DATE City of Santa Ana Community Development Agency Request for qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 19 TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND 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 bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has nct 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 -collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of 20 by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. 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 EXHIBIT B PROPOSAL QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ #21-107) Prepared for: City of Santa Ana Community Development Agency Prepared by: Keyser Marston Associates, Inc. September 21, 2021 KEYSER MAKSTB' N ASSOCIATES„ ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT September21, 2021 ADVISORSINI- Real Estate Affordable Housing Economlcbevelopment Claudia Fernandez -Shaw J;R""" Housing Programs Analyst A. Jerry Keyser Timothy C. Kelly City of Santa Ana -- Debble M. Kern David Daazema Community Development Agency (6th Floor) LosANGELEs 20 Civic Center Plaza, M-26 Kathleen H. Head Santa Ana, CA 92701 James A. Rabe _ Gregory D. Soo-hoo Kevin E. Engstrom Julie L. Romey - Tim R.Bretz Re: Request for Qualifications for Affordable Housing Financial,. Analytical and Advisory SAN DIEGO Services (RFQ #21-107) - PaulC.Marra Dear Ms. Fernandez -Shaw: Keyser Marston Associates, Inc. (KMA) is pleased to submit this proposal to the City of Santa Ana Community Development Agency (City) request for qualifications (RFQ) to provide affordable housing financial, analytical and advisory services, Specifically, KMA 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 Department of Housing and Community Development (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. 500 SOUTH GRAND AVENUE, SUITE 1480> LOS ANGELES, CALIFORNIA 90071> PHONE 213.622.8095 W W W.KEYSERMARSTON.COM 2109007CL.KMA.TRB 99900.000 Claudia Fernandez -Shaw, Housing Programs Analyst September 21, 2021 City of Santa Ana Page 2 KMA understands that the 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 will obtain a City of Santa Ana business license and provide the Insurance certification required by the RFQ. We declare that the only person, persons, company or parties Interested in this proposal as principals are named herein; 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'orfraud; and, that the signer of this proposal has full authority to bind the proposer. We have notarized the anti -collusion requirements included in Exhibit G to this RFQ. For purposes of the response to the RFQ, the Principal -in -Charge of this engagement, and the authorized signatoryto a legally binding commitment, the KMA representative is: Tim Bretz Senior Principal Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 . Los Angeles, California 90071 Telephone: 213,622.8095 / Fax: 213.622.5204 Email: tbretz@keysermarston.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. Tim Bretz 2109007CLAMA.T118 99900.000 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES TABLE OF CONTENTS I. ORGANIZATIONAL BACKGROUND......................................................................................2 A. Description of the Firm*; ...... ........................................2 B. Expertise..................................................................................................................',.......:.2 II. • SCOPE OF SERVICES ................... ............. ................................................................ :...........3 A. Market and Financial Analysis of Projects with an Affordable Housing Component .......... 4 B. Pro forma and Project Analysis..........................................................................................8 C. Compliance Monitoring: General Services and Operating Budgets....................................9 D. Compliance Monitoring: Residual Receipts Calculations and Compliance ........................9 E. Regulatory Reporting: SB 341 Affordable Housing Reports- ............................................. 9 F. As Needed implementation Services...............................................................................10 III. PERSONNEL EXPERIENCE.................................................................................................11 A, Principal In Charge...........................................................................................................11 B. Key Staff...........................................................................................................................11 IV. RELEVANT EXPERIENCE...................................................................................................12 V. REFERENCES ............................. ........... ........ ........................... ............ I............. 1..............18 VI. FEE SCHEDULE ...................... VII. DISCLOSURESAND DISCLAIMERS ............................................I....................19 .................................................................20 Exhibits Exhibit B: Proposers Statement and Fee Schedule Exhibit C: Insurance Requirements Exhibit D: References and Relevant Work History Exhibit F: Proposal and Contract Agreement— Proposers Statement Exhibit F: Certification of Nondiscrimination by Contractor Exhibit G: Non -Collusion Affidavit Keyser Ma rston Associates, Inc. �� Page I CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES I, ORGANIZATIONAL BACKGROUND A. DESCRIPTION OF THE FIRM Keyser Marston Associates, Inc. (KMA) is a full -service real estate, financial, affordable housing, public finance and economic consulting firm that specializes in advisory and evaluation services. The majority of KMA assignments involve long-standing client relationships with a wide range of government agencies; and a limited number of private sector clients, throughout California —with a number of these clients located in Orange County. KMA is a privately held California corporation that was founded in 1973. KMA now has one of the largest real estate and affordable housing advisory practices on the West Coast. KMA presently has 16 professional staff members, three corporate staff members, and three support staff members. KMA has offices located in Los Angeles, Berkeley, San Rafael and San Diego. The downtown Los Angeles office would provide services to the City of Santa Ana and the Housing Authority of the City of Santa Ana (collectively referred to as "City"). The KMA Los Angeles office includes seven professional staff members. M EXPERTISE For more than 45 years KMA has held the same commitment to clients: to provide creative and pragmatic solutions to complex issues. The KMA practice areas consist of the following: Affordable &Market Rate Housing Public Benefits/Fiscal & Economic Impact Real Estate Services/P3/Asset Management Land Use Strategies/Specific Plans Financial Planning Infrastructure Finance The increased complexities of real estate and ground lease transactions demand a strong technical understanding of real estate, financing markets and a keen understanding of California laws that affect the disposition of public property. The firm is unique among other real estate consulting firms by possessing this particular combination of skills. The combined knowledge and expertise. in these areas has resulted in KNiA's ability to provide services, Which not only comply with the current policies and practices pertaining to local development, but are also based on a fundamental understanding of real estate markets, valuation and financing. Keyser Marston Associates, Inc. Page 12 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES KMA's principals are frequent speakers to industry groups including the California League of Cities, the American Planning Association, NAHRO, the Urban Land Institute, and other similar organizations. They have been guest lecturers at several universities and affordable housing Instructors at learning institutes held by organizations such as Caled, the California League of Cities, the San Diego Housing Federation and jurisdictions such as•the Cities of Irvine; Long Beach, Los Angeles and Santa Ana; and San Bernardino County.. KMA principals have served on policy -advisory committees for the State Legislature and Governor on issues such as affordable housing, economic development and military base reuse, KMA's principals. also served as special advisors to the California Redevelopment Association (CRA) Board of Directors and its Affordable Housing Committee, Some unique characteristics possessed by KMA include; Experience KMA has over 45 years of experience. assisting clients throughout the West in in real estate market and evaluation services; negotiation services; structuring public/private transactions; affordable housing services; and project implementation services. Cost Effectiveness KMA is cost effective for our clients given our ability to provide comprehensive services relating to market and financial feasibility, economic analysis, direct implementation experience and public finance without the need for additional consultants. Approach The philosophy and structure of our firm is to provide our clients with maximum direct contact with principals. The commitment of principals who are recognized leaders in real estate advisory services throughout California provides our clients with quality, tailored and direct services. II. SCOPE OF SERVICIES The scope of services being requested by the City includes a mix of affordable housing transaction structuring, bond advisory services, technical assistance with the implementation of the Housing Opportunities Ordinance, and ongoing oversight of affordable housing projects that have received City assistance. Keyser Marston Associates, Inc. �_� m Page 13 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES KMA has a robust practice in evaluating the development economics of Individual projects -- Including, projects with an affordable housing component. From this practice, we understand construction costs, financing structures and the "affordability and feasibility gaps" associated with developing both market rate and affordable housing. The following describes aspects of KMA's experience relevant to the requested scope of services: A. MARKET AND FINANCIAL ANALYSIS OF PROJECTS WITH AN AFFORDABLE HOUSING COMPONENT Market and Financial Analysis KMA prepares market and financial analyses that result in identifying an appropriate level of client investment in a project. We evaluate the impact of burdens and incentives on affordable housing programs and advise on all aspects of project funding sources, Including the use of available outside funding and assistance sources. Since 1989, KMA has assisted clients in structuring affordable housing projects that use multiple funding sources Including the following: 1. Low Income Housing Tax Credits (Tax Credits), including both the competitively awarded 9%Tax Credits and the 4%Tax Credits that are awarded in conjunction with Tax Exempt Multifamily Bonds allocated by the California Debt Limit Allocation Committee (CDLAC). 2. Low and Moderate Income Housing Asset Funds (Housing Asset funds). 3. Funding sources administered by the California Department of Housing and Community Development Including: a. Affordable Housing and Sustainable Communities (AHSC) funds; b. Multifamily Housing Program (MHP) funds; C. No Place Like Home (NPLH) funds; and d. Project Homekey funds. 4. California Housing Financing Agency (CaIHFA) funds. 5. United States Department of Housing and Urban Development (HUD) funds including: a. HOME Program funds,• b. Community Development Block Grant (CDBG) funds; Keyser Marston Ass oclates, Inc. Page 14 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES C. Neighborhood Stabilization Program (NSP) funds; and d. Section 8 Project -Based Vouchers (PBVs). 6. Federal Home Loan Bank (FHLB) Affordable Housing Program (AHP) funds. Layering and Leveraging Analyses KMA prepares market and financial analyses to quantify the appropriate level 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 structuring, including the use of available outside funding and assistance sources. KMA has extensive experience preparing HOME layering analyses under the HOME final rule. Project Planning and Leasing, Disposition Services KMA disposition services Include assisting clients with the preparation of developer solicitation documentation, analysis of development proposals, developer selection, participation in negotiations, and assistance with transaction structuring. KMA advises clients regarding financial structuring utilizing its expertise in the deployment of public revenue sources, KMA also has unparalleled experience in the negotiation of ground leases between the public and private sectors. Inclusionary Housing Programs Creation and Implementation KMA's incluslonary housing services range from limited tasks such as analyses that support the imposition of in -lieu fees to the full design of new incluslonary housing programs with all of its ordinance and implementation provisions, Following is a list of inclusionary housing assignments that have been undertaken by the Los Angeles KMA office: City of Alhambra —. �_ a City of Oceanside City of Beverly Hills_— City of Pasadena City of Burbank w City of Campbell�W City of Pomona City of Redondo Beach City of Chino Hills M City of Claremontµ —� City of San Buenaventura City of San Dimas_ — City of Dana. Point (Not Adopted) City of San Jose City of DavisM_ City of Santa Ana City of DuarteI City ofiSarita:Clar'Ita Keyser Marston Associates, Inc. a rage 15 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL 8, ADVISORY SERVICES City of Glendale "Eliyof —6;ngtonTh City of Santa Cruz gton Huntin —City of Long Beach City of Santa Paula City of —Tustin City of Los Angeles (Not Adopted) City of West Hollywood County of Los Angeles U, City of Whittier City of Newport Beach Affordable Housing Transaction Structuring Services KIVIA has the experience necessary to provide the following services to the City; I ff",fdr,afro ? NIF", Keyser Marston Associates, Inc. Page 16 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES Bond Advisory Services KMA has the qualifications to provide the following bond advisory services: Fvalu�ta tfie f�ndncial str•en�th ofprnpbsed pro�ect's and �='' develijpmertt.teains� , � Y r fdentifirapon, analysis and regQmm9n,.atians reiatod to substantive Pmnu raI camponenEs of prdqused e 'Pro] Assrstanc4itn com6mmq funding =ounces to maxlmiae the '';a ehe 4serof City funds Policies and Procedures Manuals KMA prepares policies and procedures manuals that are used to implement iriciusionary housing programs, including manuals dedicated to developers, tenants and home buyers. In addition, KMA has prepared policies and procedures manuals for clients to ensure compliance with HOME Program regulations and programs funded by the Neighborhood Stabilization Program, Keyser Marston Associates, Inc. _ Page 17 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES B. PRO FORMA AND PROJECT ANALYSIS For the purposes of KMA'S pro forma analysis services, KMA reviews the proposed scope of development, conceptual development plans, the developer's pro forma analysis, and any additional available Information that describes the proposed project. KMA will work with City/Housing Authority staff to clarify any questions regarding the project and to Identify any major financial issues with the proposed development plan, At the completion of that process, ICMA prepares an initial pro forma analysis to estimate the financial gap associated with the proposed project, The KMA analysis will include the following components: 1. Development Costs: The accuracy and reasonableness of the developer's cost estimates will be reviewed and evaluated. The specific cost categories that will be considered are: a. The estimated construction costs; b. The amount of the developer fee being requested; and C. Other financial elements of the development cost pro forma as necessary. 2. KMA will evaluate the sales price or.rent structure assumptions applied in the developer's pro forma especially with regards to any income and affordability restrictions Imposed on the project. 3. I<MA will review and evaluate the reasonableness of the operating expense estimates provided by the developer. 4. KMA will review and evaluate the sources and uses of funds proposed to be used during the construction period and on a permanent basis. 5. KMA will quantify the financial gap associated with the project, G. KMA will prepare a cash flow projection that covers the period during which the income and affordability covenants will be in place. KMA will prepare a memorandum that describes the assumptions and methodology that were applied in the financial analysis, Based on the findings of the analysis, ICMA will provide conclusions and recommendations for the City Including the warranted financial assistance amount and best practices for structuring the City's financial assistance. Keyser Marston Assoclates, Inc. _ Page 18 . CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES If the City intends to utilize Housing Asset funds as one of the funding sources for the project, SB 341 requires that any expenditure of Housing Asset funds must comply with the requirements set forth in H&SC Section 34176,1. As part of the KMA pro forma and financial gap analysis outlined above, KMA will quantify the minimum number of extremely low units and the maximum number of low income units that can be assisted in order to comply with the SB 341 expenditure requirements. KMA is'also available to assist the Housing Authority in preparing the annual SB 341 Report. C. COMPLIANCE MONITORING:GENERAL SERVICES AND OPERATING BUDGETS 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. KMA'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. In addition, KMA regularly reviews operating budgets, quarterly financial reports and annual audited financial statements to ensure that projects are operating appropriately. I<,MA will Identify any operational Issues or concerns, and is available to work with the City to address these issues with project owners. D. COMPLIANCE MONITORING: RESIDUAL RECEIPTS CALCULATIONS AND COMPLIANCE KMA has assisted clients in the evaluation of affordable housing operations and ensuring compliance with residual receipts loan repayment terms. The evaluation typically includes a review of the annual audited financial statements and operating statements to determine any residual receipts payments due. E. REGULATORY REPORTING: SB 341 AFFORDABLE HOUSING REPORTS For any project that includes Housing Asset Funds, KMA quantifies the allocation of Housing Asset Funds per the expenditure requirements imposed by California Health and.Safety Code (H&SC) Section 34176.1. In addition, KMA has prepared a template to be used by Housing Successor staff to prepare the required annual SB 341 report. KMA also prepares the report for many of our housing successor agency clients. Kayser Marston Associates, Inc. Page 19 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES F. As NEEDED IMPLEMENTATION SERVICES KMA is available to assist the City and Housing Authority with any additional services that are not specifically Identified In this RFP. For your information, I<MA regularly provides the following additional . services to our clients: Density Bonus Analysis KMA provides evaluation services related to density bonus applications submitted under the auspices of California Government Code Sections 65915-65918. A representative list of clients that KMA has assisted includes the cities of Palmdale, Beverly Hills, Culver City, Pasadena, West Hollywood and Santa Barbara. The services that KMA provides include the preparation of financial analyses that are used to evaluate density bonus applications Including: the required number of affordable units; the requested density bonus; the value of any requested incentives and concessions; and the impact created by any requested development standards waivers. KMA also prepares procedures to be applied by a city in evaluating density bonus applications, which includes a timeline of actions for the applicant, the city, the outside consultants, the Planning Commission and the City Council, Homebuyer Loan Programs KMA has assisted several cities and former redevelopment agencies in creating homebuyer assistance programs that.serve households at a range of income levels. The I<MA role in this process has been to assist in creating the program parameters such as household income qualifications, affordable housing cost calculations, homebuyer down payment requirements, assistance caps, refinancing limitations, junior lien prohibitions and resale controls. KMA has also assisted numerous jurisdictions In preparing policies and procedures manuals for homebuyer programs. The attachments in these manuals include homebuyer selection procedures; homebuyer eligibility applications and instructions; covenants and resale restrictions; transfer disclosure statements; residency recertification forms; household income limits; affordable housing cost calculations; and a subordination checklist. ICMA provided technical financial assistance to the City of Huntington Beach in creating a website that .lays out the income and affordable housing cost calculations applicable to the homebuyer programs offered by the city and former redevelopment agency. The website Information is updated quarterly. Keyser Marston Associates, Inc. mm Page 11.0 CITY OF SANTA' ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES III. PERSONNEL. EXPERIENCE A. PRINCIPAL iN CHARGE KMA has designated Tim Bretz as the Principal in charge of this proposed engagement, Tim will provide management coordination for the financial analysis services to be provided to the City and/or Housing Authority. Tim's contact Information follows: TIm.Bretz Senior Principal, KMA Los Angeles Telephone: 213.6,22.8095 Email:. tbmtz�;la keysermarston.com B. KEY STAFF KMA's unique strength is the depth, continuity and availability of our principals who average more than 20 years of practical experience working with our public and institutional clients; All work assignments are directly supervised by a principal, and it is the personal involvement of our principals that contribute to the firm's ongoing success, For each assignment, it Is KMA's policy to assign a principal with specific expertise in the subject matter to lead the consulting team. Summaries of these individuals' experience follow: Tim Bretz, Tim has been with KMAsince 2008. During that time he has assisted a Senior Principal number of public agencies with affordable housing and real estate assignments. Tim has performed affordable housing feasibility, analyses; and market and reuse analyses for, residential, mixed -use, hotel, office and industrial projects, He has also prepared residential nexus and commercial linkage fee studies to support impact fees to be used for:affordable housing activities: Kathleen Head, Kathe joined the firm in 1983, and manages the firm's affordable ' President housing practice. Kathe's specific areas of expertise are affordable housing transaction structuring and program creation; community benefits analyses related to proposed development; and public/private joint development transactions. Keyser Marston Assoclates, Inc. �— Page 111 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES Greg Soo-Hoo, Greg is a registered Municipal Advisor Principal with the Municipal Senior Principal, Securities Ruleniaking Board (MSRB) and the U.S, Securities and Exchange Commission (SEC). He has over 3S years of experience in redevelopment and public finance, including acting as the Fiscal Consultant to Successor Agency and Redevelopment Agency bond financings totaling over'$6,2 billion, Julie Romey Julie is a Senior Principal in the Los Angeles office who has over 20 Senior Principal years of real estate and affordable housing experience. Julie has had a role in structuring development agreements, affordable housing strategies, HOME Program policies and procedures manuals, preparing HOME Layering Analyses, and monitoring affordability restrictions and loan agreements. Courtney Holt,. Courtney is a SeniorAssoclate in the Los Angeles office who jo'ined.: Senior As KMA in 7017 with. a,background in asset management, economic and market analysis, and land use planning:: Courtney's'work at KMA focuses on affordable housing studies and nexus analyses, market and demographicstudies, HOME Program policies an,d'procedures, and affordable housing monitoring and compliance review..; IV. RELEVANT EXPERIENCE A sample of similar services that I(MA has provided to clients within the last five years is included below: County of San Bernardino --Affordable Housing Development Projects Since 2013, KMA has been the County of San Bernardino's affordable housing and real estate consultant, During this period, I(MA has assisted the County with affordable housing projects that include a mix of new construction, acquisition/rehabilitation, and work-out strategies for existing projects experiencing operational difficulties. KMA conducts detailed pro forma analyses, advises on recommended deal terms and structuring, and provides negotiating support to County staff. KMA analyzes projects that are.financed with both 9%and 4% Low Income Housing Tax Credits and conventional financing. In addition, the County has provided NSP1 and NSP 3 funds, tax-exempt bonds that were secured by property tax increment housing set -aside funds, MHSA funds, and HOME funds. WA assists in the negotiations process, quantifies the warranted local assistance to the project, and prepares the public reports required by California Health and Safety Code Section 33433. KMA also prepares HOME Underwriting and Subsidy Layering Reviews for projects that utilize HOME funds. Keyser Marston Associates, Inc. Page 112 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES One of these'projects is the multi -phase Bloomington multigenerational housing and public library mixed use project being developed on a `County -owned site, Phase I of the project consisted of 72 senior -citizen apartment units, 35 family apartment units, and a 6,600 square foot public library, Phase 1 also included 11 permanent supportive housing (PSH) units, Phase II consisted of 84 affordable family apartments. Phase Ill is currently under construction and will include 98 affordable units . including 20 PSH units, Phase 111 also includes the development of a public park adjacent to the Site, Specifically with regards to Phase III, the developer requested financial assistance from the County, which consisted of the.following.sources: a capitalized land rent, NSP 3 funds, Tax -Exempt Bond. proceeds, Low and Moderate Income Housing Asset (LMIHAF) funds, and HOME funds. KMA analyzed multiple pro forma and cash flow scenarios to determine the best financial structure for the project. KMA also assisted In negotiations with the developer, advised on the ground lease structure, as well as provided HOME layering analysis services _ Including identifying the number of required HOME units and preparing a HOME Subsidy Layering Review. Since the site was purchased with tax-exempt bonds secured by property tax Increment housing set -aside funds, KMA also prepared a 33433 Report and reuse analysis for the project. KMA completed financial advisory services for Phase III In 2020. Deputy Executive Officer — Community oevelopmen# & Housing Agency , County of San Ternardino 'hone 909-387-4411 Email: dem.fuQptes©cdh.sbcoiirrty.gov... 385 N. Arrowhead Ave.; 31,d Floor; San Bernardino, CA 92415-0121 City of Los Angeles -- Los Angeles Housing Department (LAHD) KMA provides ongoing affordable housing consulting services to LAHD on a variety,of affordable ownership and rental projects. LAHD received numerous properties from the former Community Redevelopment Agency of the City of Los Angeles, as well as surplus properties from. other City. departments. These properties are proposed to be developed with affordable housing projects with a focus on providing PSH units. KMA's tasks include: 1. Affordability and feasibility gap analyses; 2. Property disposition reports; and . 3. Developer selection and negotiation for long term ground leases Keyser Marston Associates, Inc. �_ �� — Page 113 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES The projects that KMA analyzes are financed with a variety of funding sources including Tax Credits, HCD funding sources, and the city's HHH funds, which are designated for PSH units, KMA summarizes each transaction in a.memorandum and presents each project to LAHD's Loan Committee for approval. KMA is currently providing financial advisory services to LARD. One of these projects involved Four parcels located at 6901-15 South Main Street and owned by LAHD, Which were adjacent to a parcel owned by the developer, The disposition structure involved selling the four LAHD parcels to the developer via a carry -back loan provided by LAHD. The developer is required to construct a 50-unit affordable apartment project on the combined site. In addition to, conveyance of the site, the developer requested that LAHD issue tax-exempt multifamily bonds and provide HHH Funds. The developer Is also proposing to finance the project with 4%Tax Credits, Affordable Housing Program (AHP) funds, and funds from the Los Angeles Community Development Authority (LACDA). KMA analyzed multiple pro. forma and cash flow scenarios to determine the best site conveyance and financial assistance structure for LAHD. KMA prepared a Loan Committee Report for the. project as well as worked with LAHD staff to prepare the project's term sheet. KMA attended LAHD's Loan Committee meeting to discuss the project and responded to questions posed by the Loan Committee. Since the site was purchased with tax-exempt bonds secured by property tax increment housing set - aside funds, ICMA also prepared a 33433 Report. KMA completed financial advisory services for this project in 2017. Acting Director — Housing Sz Services' Division ' City of Los Angeles Housing Department (LARD) Phout '3=808-8592. e21 Lmail: magdalina.zal<aryan@lacity,org 1200 W, 'Pi' Street, 80, Floor, Los Angeles, CA 90017 City of Anaheim —Affordable Housing ,Development Projects Since the late 1970s, ICMA has been the former redevelopment agency's real estate advisor. Commencing in the late 1980s, KMA has represented the former redevelopment agency and Anaheim Housing Authority in a wide array of affordable housing matters. I(MA provides on -going real estate and negotiations assistance to Anaheim on a variety of affordable housing transactions Including ownership and rental projects, In some Instances; the City ground leases the City -owned site to an affordable housing developer for the purposes of the project. KMA's. Keyser Marston Associates, Inc. ��_ Page 1.14 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — f AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES a tasks include financial and feasibility analyses, property disposition and negotiation for long-term ground leases. The projects are financed with a variety of funding sources including Low Income. Housing Tax Credits, HOME funds, Section 8 Project -Based Vouchers (PBVs) and State of California funding sources. Recent projects include a motel conversion which will create 70 PSH units as well as a. proposed 100-unit PSH project to be developed adjacent to a shelter facility. KMA also assists the City with developer selection services. These services include the assistance in drafting the RFQ/P, financial assessments of proposed outside leveraging.sources and the financial assistance package being requested, participating in the Interview process and negotiating the assistance package dollar amount and structure. In addition, KMA provides policy -related services including compliance monitoring and reporting, density bonus policy and related analyses, and public presentations on inclusionary housing and impact fee issues. One of the projects that KMA has provided financial advisory services for is the. Manchester/Orangewood development. The former Redevelopment Agency acquired the Manchester/Orangewood site in 2008, In 2018, the City/Housing Authority issued a request for. proposals to develop the site with affordable housing. KMA participated in the RFP evaluation panel and advised the City/Housing Authority on the selection of the developer, Jamboree Housing Corporation, Subsequently, KMA reviewed the developer's pro formas, prepared financial gap analyses, and assisted the Housing Authority in negotiating the ground lease terms and financial assistance structure. The project includes 102 apartment units restricted to extremely -low, very -low and low Income households. Twenty (20) units In the project will be restricted as permanent supportive housing (PSH) units for homeless households. The outside funding sources included 9%Tax Credits and Orange County Housing Trust funds. The Housing Authority provided a capitalized ground rent payment, HOME funds and Low and Moderate Income Housing Asset funds. KMA completed financial advisory services for this project in 2020. mmuoity'Tnveshnent Manager - Community Economic Development City of Anaheim Phone: 714-7654368 Emalk anogaloanaheim.net 2..01 South Anaheim Blvd, Suite 1003, Anaheim, CA 92805 Keyser Marston Associates, Inc. Page l lim CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES Los Angeles County Development Authority (LACDA) Since 2015, I(MA has been providing on -going financial consulting services to LACDA, in particular, KMA has reviewed development proposals from throughout the County that are submitted through the LACDA's NOFA process. This task Includes performing a threshold review of the financial and economic components of the project as well as a technical review that considers the LACDA's underwriting guidelines and funding/market conditions to determine the feasibllity as well as need for assistance, KMA then presents the proposals to the LACDA NOFA Committee, and discusses how to resolve identified issues. KMA has also been on various developer selection review panels for LACDA, including the recent American Legion Site in Downey that is owned by the County and near a transit station. As the number of projects and funding sources have Increased for LACDA, KMA has.alsa assisted staff with moving projects through the underwriting process. KMA is currently assisting LACDA with numerous loan closings. Director of the Housing Investment & Finance Division . Los ,Angeles. County Development Authority Fhbne:.626-586-1806 Ematl aynn lcatatao@lacda org 700 W. Main Street, Alhambra, CA 91801 City of Huntington Beach Since 1984, KMA has represented the City of Huntington Beach, the former redevelopment agency, and the Housing Successor Agency. A summary of the affordable housing services provided by KMA includes: 1. Financial gap analyses in support of the assistance packages provided to affordable rental and permanent supportive housing projects. Funding sources include 9%Tax Credits, Tax -Exempt Multifamily Bonds coupled with 4%Tax Credits, NPLH funds, MHSA funds, AHP funds, Orange County Business Housing Trust Funds, and HUD Section 8 Project Based Rental Assistance Vouchers (PBVs). 2: Capital planning for the use of affordable housing funds and annual preparation of the Housing Successor's SB 341 report. Keyser Marston Associates, Inc. Page 116 CITY OF SANTA ANA COMMUNITY. DEVELOPMENT AGENCY — s AFFORDABLE HOUSING FINANCIAL, ANALYTICAL& ADVISORY SERVICES a 3. Creation of the monitoring system for:the existing affordable housing projects and ongoing compliance monitoring for those -projects, 4. Loan repayment monitoring for a city loan to the developer of a large scale mixed -use project with an affordable housing component. S. Assistance in selling a city -owned affordable housing project to a nonprofit developer, . 6, The following activities related to the City's Inclusionary Housing Ordinance: a. In 2007 KMAassisted the City in memorializing inclusionary housing obligations in the form of an ordinance; b. In 2009 KMA prepared financial analyses to estimate the in -lieu fees that could be supported for three to nine unit projects on a financially feasible basis; C. In 2011 KMA prepared a policies and procedures manual In support of the inclusionary housing ordinance; d.. In 2012 I<MA prepared financial analyses to estimate the in -lieu fees that could be supported for three to 30 unit projects on a financially feasible basis; e. In 2020 KMA prepared an updated financial evaluation to assist the City in updating the existing Incluslonary Housing Ordinance; f. On an annual basis, KMA updates the in -lieu fee schedule; and g. On an ad hoc basis, KMA prepares in -lieu fee determinations for proposed residential developments, Community Development Director . City of Huntington Beach Phone: 714-536-5554 Email; Ursula.luna-reynosa@ilrfcity-hb.org woo Main Street, Huntington Beach, CA 92648 Keyser Marston Associates, Inc. '"" page 117 -.sue dsea n7 b CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE wFINANCIAL,ADVISORY e'p"lo'IYti3�g2''�L02' V. REFERENCES The following.are five references corresponding to the KMA experience summarized above; Deputy Executive Officer -- Community Development & Housing Agency. County of San Bernardino Phone:.909-387-4411 Email: dena;fuentes9cdh.sbc6untp,gov 385 N. Arrowhead Aye.,3rd Floor, San Beinar ciino, CA 92415-0121 Acting Director- Housing; Strategies '& Services Division City of Los Angeles Housing + Community lrivestinent Department Phone_213-80.8-8592 Email: magdalma zakaryanC4lacity arg 1200 W. 7t1, Street, 80, Floor, Los Angeles, CA 90017 .Community Investment Manager. — Community & Economic Development City of'Anaheim Phone: 71.4-765-4368 Email anogal@snaheim.net 201 South Anabean Blvd, Suite 10M,. Anaheim, CA 92805 Director of the klousing Investment & Finance Division Los Angeles County Development Authority Phone: 626-586-1W6 Email: lynn.katano@Iacda,org 700 W. Main Street,. Alhambra, CA 91801 Keyser Marston Associates, Inc. �' "— Page 118 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES Coxmrnunity Development Director: City of Huntington Beach Phone: V14-536-5554 Email: Ursula,luna-reynosa®surfcity-hb.org . moo Main Street, Huntington Beach, CA 92648 . VI. FEE SCHEDULE The KMA billing rate schedule for Fiscal Year 2021— 2022 is presented In the following table: Ch2lrman;.. Presiders Managing Principals* Principals* $250.00 1 Niryana ers* g. 25,00', Senior Associates $1g7,gp Associi es _..M 167 5'0 Sen for Ah a lysts $150.00 naysts Technical Staff $95.00 �inistrativeSta f'.; + ";. *Rates for Individuals in these. categories. will be increased by 50%for time spent in court testimony. . Monthly billings for staff time and expenses Incurred during the period will be payable within thirty (30) days of invoice date. Directly related job expenses will be billed at 110%of costa Keyser Marston Associates, Inc. a _ Page 119 . CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES A. PROPOSED FEE AND TIMELINE FOR SAMPLE ASSIGNMENTS Subsidy layering for an Affordable Multi -Family Project The technical components of a.subsidy layering analysis can be completed at a budget in a range of $13,000 within a three to four-week.time frame. However, this timefra.me is dependent on the accuracy of the developer's submittal and the timeliness on responses from the developer. 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 Multi -Family Bond Issuance Based on the scope of bond advisory services described in Exhibit A of this proposal, KMA estimates the fee related to a multi -family 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. City represents, acknowledges and agrees that: 1. KMA 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); 2. KMA 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; and 3. City shall discuss any such information and material contained in KMA'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. 4Keyser Marston Associates, Inc. — �� page 120 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY — AFFORDABLE HOUSING FINANCIAL, ANALYTICAL & ADVISORY SERVICES City further represents, acknowledges and agrees that; 1. 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 municipal securities; 2. City Is not,looking to KMA to provide, and City shall not otherwise request or require KMA to provide, any advice -or recommendations with respect to municipal finaritial products or the issuance of mun.icipal securities (including any advice or recommendations with respect to the structure, timing, .terms, and other similar matters concerning such financial products or Issues); 3• City warrants that 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; and 4. Notwithstanding all of the foregoing, the City recognizes that Interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the contract and, to that end, the City will work with KMA throughout the term of the contract to ensure that the contract and the services to be provided by KMA hereunder, is interpreted by the parties, and if necessary amended, in a manner intended to ensure that the City Is not asking KMA to provide, and KMA is not in fact providing or required to provide, any municipal advisory services. Keyser Marston Associates, Inc. _ �"' Page 121 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY AFFORDABLE HOUSINGFINANCIAL, ANALYTICAL & ADVISORY SERVICES EXHIBITS Keyser Marston Assoclates, Inc.�� _ Y mm page I27 TO BE INCLUDED IN PROPOSAL 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 i have read, understand and agree to the terms and conditions of this Request for Qualifications. I have examined the Scope of Services (Exhibit A) and I am familiar with the scope of work requirements. I 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 Keyser Marston Associates, Inc. P: 213-622-80951 F: 213-622-5201 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 600 South Grand Ave, Suite 1480, Los Angeles, CA 90071 BUSINESS ADDRESS 'rim Bretz Senior Principal PRINTED NAME OF AUTHORIZED AGENT TITLE tbretz@keysermarston.com 9l20/2021 SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS 94-2363741 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 # , this endorsement form as part of Issued to Name Insured Countersigned by: Authorized Representative TO BE INCLUDED IN PROPOSAL City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 14 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 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: San Bernardino County Contract Individual: Dena Fuentes Address: 385 N. Arrowhead Ave, 314 Floor Phone Number: 909-387-4411 San. Bernardino, CA 92415-0121 Facsimile Number 909-387-4415 Contract Amount: $400,000 Year: 2021 - 2026 Description of services provided: _KMA provides on -call financial advisory services for a variety of projects.. This includes financial gap analyses, ground lease negotiation assistance preparation of required documents and HOME Subsidy Layering Reviews Reference No. 2 Customer Name: Los Angeles Housing Department Contract Individual:. - Magdalina Zakaryan Address: 1200 W. Ph Street, 8111 Floor Phone Number: 213-808-8692 Los Angeles, CA 90017 Facsimile Number: N/A Contract Amount: $360,000 Year: 2020 - 2021 Description of services provided: KMA provides on -call financial advisory services for a variety of projects This includes financial gap analyses ground lease negotiation assistance, preparation of required documents and Loan Committee presentations City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 15 Reference No. 3 Customer Name: City of Anaheim Contract Individual: Andy Nogal Address: 201 S. Anaheim Blvd, Suite 1003 Phone Number: 714-765-4368 Anaheim, CA 92805 Facsimile Number: 714-765-4313 Contract Amount: �-$50,000/year (for 2020 & 2021) Year: 1989 - present Description of services provided: KMA provides on -call financial advisory services for a variety of projects. This Includes financial gap analyses, ground lease negotiation assistance, preparation of required documents and housing olic analyses, City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 16 TO 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 PROPOSER'S 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 andlorfurnish 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. Keyser Marston Associates, Inc. FIRM . Tim Bretz SIGNED AND PRINTED NAME Senior Principal _September 20 2021 TITLE 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 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or any dther 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, 1966, 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 provided City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 18 in Executive Order 11246 of September 24, 1965, 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 rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11.246 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. Keyser Marston Associates. Inc. FIRM Gam"" Tim Bretz SIGNED AND'PRINTED NAME Senior Principal September 20, 2021 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 19 TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINAll ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT NOWCOLLUSION AFFI�V�; (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 Cade 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 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 park 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 criminal prosecution. State of California County of /63- _/fn_.6(c£..__ Subscribed.and sworn to (or affirmed) before me on this ._..•_• [� day of�� , 20.21 by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. AEEXANagh LnpE2 - Natto Vublic• California ma Angeie County r „✓ cum n"I'Ston N 2245996 ^My'COMM. Expire Jun 14, 2022 c Signatures Notary Public Seal City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 20 Tori Pierson Digitally signed by Tod Pierson Date: 2021.08.310BM:00-07WY A� 0® CERTIFICATE OF LIABILITY INSURANCE DAS/zD/2onz ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Halidee Callejas MOC Insurance Services PHONE (415) 957-0600 FAX, Na. (415)957-on7 License No. 0589960 EMAIL ADDRESS: hcallejas@matins. tom 101 Montgomery St., Suite 800 INSURERS AFFORDING COVERAGE NAIC R INSURERA: Massachusetts Bay Ins. Co. 22306 San Francisco CA 94104 INSURED INSURER B: Allmerica Financial Benefit Co. 41840 INSURERC:Hanover Insurance Company 22292 Keyser Marston Associates, Inc. INSURER D: 1299 4th Sreet Suite 408 INSURER E INSURER F: San Rafael CA 94901 COVERAGES CERTIFICATE NUMBER: GL-AUTO-UI.M-E&O 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL BUHR POLICY NUMBER POLICY EFF (MMIDDNYYYI POLICY EXP MMIDDIYYYYJ LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS-MAOE M OCCUR EACH OCCURRENCE $ 1,000,000 ITANAGA PREMISES ES(Ed TO ocu PREMISES Ea occurtence $ 500,000 MED EXP(Any one person) $ 10,000 X ZDFA49104906 32/1/2020 12/1/2021 PERSONAL &AOV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: POLICY [�fl JPECT FLOC GENERALAGGREGATE $ 21000,000 PRODUCTS-COMP/OPAGG $ Included $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ B ANYAUTO ALL OWNED SCHEDULED AUTOS AO X AwFA490049 12/1/2020 12/1/2021 BODILY INJURY Per accident ( ) $ NON-0Wsi AUTOS HIRED AUTOB NX X PROPERTY DAMAGE Per accident $ X Uninsured material combined sins $ 1,000,000 Coup$5, Coll$500 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 4 000 000 AGGREGATE $ 4,000,000 D EXCESS LIAR CLAIMS-AMDE DIED I X I RETENTION $ 0 $ X MFA49117106 12/1/2020 12/1/2021 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNEWEXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below EL.DISEASE -POLICY LIMIT $ C Professional Liability LHM42616503 12/1/2020 12/1/2021 Each Wrongful Ad $1,000,000 Retention $25,000 Retro Date: 11/11/1976 Aggregate Limit $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101. Additional Remarks Schedule, maybe aftachad if more space is required) City of Santa Ana, City of Santa Ana Acting as Successor Agency and/or Housing Authority of the City of Santa Ana, its officers, employees, agents, volunteers and representatives are Additional Insured with respects to the Insured's operations. This insurance is primary as respects the Entity, its officers, officials, employees, and volunteers. Any Insurance of self-insurance maintained by the Entity, its officers,officials,employees,or volunteers shall be excess of the Contractor's and shanll not contribute with it. 30 Day Notice of Cancellation/10 Day for nonpayment of premium. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 ACORD 25 (2014101) INS025 (201401) SHOULD ANY OF THE ABOVE DESCRIBED P THE EXPIRATION DATE THEREOF, NOTICE RIA MnirgenntDublen /��la '.;, IRVEMED r &APPmoi B ACCORDANCE WITH THE POLICY PROVISIO ' 7671;joccift rusk WuP,eme tChiral Aide AUTHOMMO REPRESENTATIVE Halidee Callejas/HCA 11'' H4iida �.1/qd © 1988-2014 ACI The ACORD name and logo are registered marks of ACORD COMMENTS/REMARKS EXCESS PROFESSIONAL LIABILITY COVERAGE POLICY NUMBER: MPX1008520 POLICY TERM: 08/21/2020 - 12/01/2021 CARRIER: BRIT GLOBAL SPECIALTY USA AM BEST RATING A XV LIMITS: $1,000,000 PER CLAIM $1,000,000 PER AGGREGATE Retroactive Date: 8/21/2020 OFREMARK lh+ntWm6Asravdm Br: COPYRIGHT 20, ZDF A491049 06 5701518 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. t w.kt ,� IiENEYrID6 Af%IO'VEJ BY. b� %au ;arcr.ar RukMa,v[Jertvn CI®rulPiw CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Keyser Marston Associates, Inc Policy No: AWFA490049 COMMERCIAL AUTO CA 00 0103 06 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company pro- viding this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols 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 while attached 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 - Other Than Pri- ability Coverage any "trailers" you don't own while attached to power units you vate Passenger own). This includes those "autos" not of the private passenger type you acquire "Autos" Only ownership of after the policy begins. 5 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 they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are li- Subject To A censed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage. This includes those "autos" you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- ists Law quirement. 7 Specifically De- Only those "autos" described in Item Three of the Declarations for which a pre- scribed "Autos" mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). a 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 liability company) 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 nection with your business. This includes "autos" owned by your "employees", part- ners (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. �� 8-+ wi,nvn.q�nia� �NaVp76 Menavm Br. iairuaK -7gal xaxn�.,ayemn"omviaae CA 00 01 03 06 © ISO Properties, Inc., 2005 goy. , , ..� 19 Mobile Equip- Only those "autos" that are land vehicles and that would qualify under the definition ment Subject To of "mobile equipment" under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are li- Financial Re- censed or principally garaged. sponsibility Or Other Motor Ve- hicle Insurance Law Only B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declara- tions, 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 7 is 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 an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos 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. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its 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 e. Destruction. 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 this 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 damages 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" 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 Insur- 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 "auto". b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. wtrm e..daw.� ,c<' h 1�4&WFn 611YPRQ'IDBY: :. 8i 76tl >?%loe:" IMF Risk WU gem rCeir lAde .{ Page 2 of 12 © ISO Properties, Inc., 2005 �, (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he 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". (5) 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- sured" 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 (in- cluding bonds for related traffic law vio- lations) 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 Limit 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. (5) All costs taxed against the "insured" in any "suit" against the "insured" we de- fend. (6) All 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 part 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 Li- ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or prop- erty. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state 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 "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability 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 "bodily 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 contract 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 the course of: (1) Employment by the "insured" or 0•. I�inEwID 6 AVPRdJ® ft. 8M %u �in.es aaxrvuwgeme„e aa,viaae CA 00 01 03 06 © ISO Properties, Inc., 2005 (2) Performing the duties related to the con- duct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while per- forming duties related to the conduct of your business. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or trans- ported by the "insured" or in the "insureds" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto'; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechani- cal device (other than a hand truck) unless the device is attached to the covered "auto". Page 4 of 12 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment": or b. Machinery or equipment that is on, attached to, or part of, a land vehicle that would qual- ify under the definition of "mobile equip- ment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been com- pleted or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, cor- rection, repair or replacement, but which is oth- erwise complete, will be treated as completed. 11. Pollution "Bodily injury' or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered wi rt & A RENEWm6 APPROVm B r '� 70,i p w-01, Ruk Nlanagemna Clmral Pvde © ISO Properties, Inc., 2005 �, (2) Otherwise in the course of transit by or on behalf of the "insured'; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto": or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants'; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto" and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising di- rectly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental au- thority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being pre- pared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "in- sureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined, resulting from any one "ac- cident" is the Limit of Insurance for Liability Cover- age shown in the Declarations. All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continu- ous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this Coverage Form and any Medical Payments Cov- erage Endorsement, Uninsured Motorists Cover- age Endorsement or Underinsured Motorists Cov- erage Endorsement attached to this Coverage Part. SECTION III — PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derail- ment of any conveyance transporting the covered "auto". IRin6+c�n6 Avrpwm6r: L. Rsl<Mina9enn,1 C4assalNde CA 00 01 03 06 0 ISO Properties, Inc., 2005 oy� c. Collision Coverage Caused by: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the fol- lowing under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maxi- mum of $600 for temporary transportation expense incurred by you because of the to- tal theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expi- ration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision only if the Declara- tions indicate that Comprehensive Cov- erage is provided for any covered "auto", (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto" , or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any ex- penses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is ex- cluded regardless of any other cause or event that contributes concurrently or in any se- quence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioac- tive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, includ- ing action in hindering or defending against an actual or expected attack, by any government, sovereign or other au- thority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by gov- ernmental authority in hindering or de- fending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being pre- pared for such a contest or activity. 3. We will not pay for "loss" caused by or resulting from any of the following unless caused by other "loss" that is covered by this insurance: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. 4. We will not pay for "loss" to any of the follow- ing: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. Rid Manage [DwW ® %u ;Dimso.r '-- Ris4 Manage,rern Clniulhtle Page 6 of 12 © ISO Properties, Inc., 2005 ., VV V , yy b. Any device designed or used to detect speed measuring equipment such as radar or laser detectors and any jamming appara- tus intended to elude or disrupt speed measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently in- stalled, that receives or transmits audio, visual or data signals and that is not de- signed solely for the reproduction of sound. d. Any accessories used with the electronic equipment described in Paragraph c. above. Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the repro- duction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently installed in the cov- ered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto'; or b. Any other electronic equipment that is: (1) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or (2) An integral part of the same unit housing any sound reproducing equipment de- scribed in Paragraph a. above and per- manently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. 5. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limit Of Insurance 1. The most we will pay for "loss" in any one "ac- cident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the dam- aged or stolen property with other property of like kind and quality. 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV — BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The apprais- ers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compli- ance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "acci- dent" or "loss". Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. b. Additionally, you and any other involved "in- sured" must: 2. An adjustment for depreciation and physical (1) Assume no obligation, make no payment condition will be made in determining actual or incur no expense without our consent, cash value in the event of a total "loss". except at the "insured's" own cost. �,�ID6MPRa/®BY: �ftrtk Manzgemen GaivlMele CA 00 01 03 06 © ISO Properties, Inc., 2005 (2) Immediately send us copies of any re- quest, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. c. Take all or any part of the damaged or sto- len property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or sto- len property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or or- ganization must do everything necessary to se- cure our rights and must do nothing after "acci- dent" or "loss" to impair them. B. General Conditions (2) Take all reasonable steps to protect the 1. Bankruptcy covered "auto" from further damage. Bankruptcy or insolvency of the "insured" or the Also keep a record of your expenses for "insured's" estate will not relieve us of any obli- consideration in the settlement of the gations under this Coverage Form. claim. 2. Concealment, Misrepresentation Or Fraud (3) Permit us to inspect the covered "auto" This Coverage Form is void in any case of and records proving the "loss" before its fraud by you at any time as it relates to this repair or disposition. Coverage Form. It is also void if you or any (4) Agree to examinations under oath at our other "insured", at any time, intentionally con - request and give us a signed statement ceal or misrepresent a material fact concern - of your answers. ing: 3. Legal Action Against Us No one may bring a legal action against us un- der this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Liability Coverage, we agree in writ- ing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment af- ter trial. No one has the right under this pol- icy to bring us into an action to determine the "insured's" liability. 4. Loss Payment —Physical Damage Coverages At our option we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or a. This Coverage Form; b. The covered "auto'; c. Your interest in the covered "auto'; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revi- sion is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provi- sion of this Coverage Form. w.�na.=51. 0%i� RenEweo6 APmW R Page 8 of 12 © ISO Properties, Inc., 2005 5. Other Insurance 7. Policy Period, Coverage Territory a. For any covered "auto" you own, this Cov- Under this Coverage Form, we cover "acci- erage Form provides primary insurance. For dents" and "losses" occurring: any covered "auto" you don't own, the in- a. During the policy period shown in the Decla- surance provided by this Coverage Form is rations; and excess over any other collectible insurance. However, while a covered "auto" which is a b. Within the coverage territory. "trailer" is connected to another vehicle, the The coverage territory is: Liability Coverage this Coverage Form pro- "trailer" a. The United States of America; vides for the is: (1) Excess while it is connected to a motor b. The territories and possessions of the United States of America; vehicle you not own. (2) Primary while it is connected to a cov- ered "auto" you own. d. Canada; and b. For Hired Auto Physical Damage Coverage, e. Anywhere in the world if: any covered "auto" you lease, hire, rent or (1) A covered "auto" of the private passen- borrow is deemed to be a covered "auto" ger type is leased, hired, rented or bor- you own. However, any "auto" that is rowed without a driver for a period of 30 leased, hired, rented or borrowed with a days or less; and driver is not a covered "auto". (2) The "insured's" responsibility to pay c. Regardless of the provisions of Paragraph damages is determined in a "suit" on the a. above, this Coverage Form's Liability merits, in the United States of America, Coverage is primary for arty liability as- the territories and possessions of the sumed under an "insured contract". United States of America, Puerto Rico, d. When this Coverage Form and any other or Canada or in a settlement we agree Coverage Form or policy covers on the to. same basis, either excess or primary, we We also cover "loss" to, or "accidents" ihvoly- will pay only our share. Our share is the ing, a covered "auto" while being transported proportion that the Limit of Insurance of our between any of these places. Coverage Form bears to the total of the lim- 6. Two Or More Coverage Forms Or Policies its of all the Coverage Forms and policies Issued By Us covering on the same basis. 6. Premium Audit If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- a. The estimated premium for this Coverage pany affiliated with us apply to the same "acci- Form is based on the exposures you told us dent", the aggregate maximum Limit of Insur- you would have when this policy began. We ance under all the Coverage Forms or policies will compute the final premium due when shall not exceed the highest applicable Limit of we determine your actual exposures. The Insurance under any one Coverage Form or estimated total premium will be credited policy. This condition does not apply to any against the final premium due and the first Coverage Form or policy issued by us or an af- Named Insured will be billed for the bal- filiated company specifically to apply as excess ance, if any. The due date for the final pre- insurance over this Coverage Form. mium or retrospective premium is the date SECTION V — DEFINITIONS shown as the due date on the bill. If the es- timated total premium exceeds the final A. "Accident" includes continuous or repeated expo - premium due, the first Named Insured will sure to the same conditions resulting in "bodily in - get a refund. jury" or "property damage". b. If this policy is issued for more than one B. "Auto" means: year, the premium for this Coverage Form 1. A land motor vehicle, "trailer" or semitrailer de - will be computed annually based on our signed for travel on public roads; or rates or premiums in effect at the beginning of each year of the policy. r1.1,tj1AdeEC1u Ruk W(1agem f CA 00 01 03 06 0 ISO Properties, Inc., 2005 2. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". C. "Bodily injury" means bodily injury, sickness or dis- ease sustained by a person including death result- ing from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollut- ants"; or 2. Any claim or "suit" by or on behalf of a govern- mental authority for damages because of test- ing for, monitoring, cleaning up, removing, con- taining, treating, detoxifying or neutralizing, or in any way responding to or assessing the ef- fects of "pollutants". "Covered pollution cost or expense" does not in- clude any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seep- age, migration, release or escape of "pollutants": a. That are, or that are contained in any prop- erty that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from the covered "auto'; (2) Otherwise in the course of transit by or on behalf of the "insured"; (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto": or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lu- bricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants", and (2) The "bodily injury', "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equip- ment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pollut- ants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or per- ceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "Insured" means any person or organization quali- fying as an insured in the Who Is An Insured provi- sion of the applicable coverage. Except with re- spect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; •. F RFnEwEn6TMPRUvm Bf %T[ I(LS:Ox Ruk Iw,dgemnrz Umral Ntl e Page 10 of 12 0 ISO Properties, Inc., 2005 ,WW 4. An obligation, as required by ordinance, to in- demnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the ab- sence of any contract or agreement; 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employ- ees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing; or b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver: or c. That holds a person or organization en- gaged in the business of transporting prop- erty by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". J. "Loss" means direct and accidental loss or dam- age. K. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers. 5. Vehicles not described in Paragraph 1., 2., 3., or 4. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers. 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting or well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally ga- raged. Land vehicles subject to a compulsory or fi- nancial responsibility law or other motor vehicle in- surance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. vi�Mn gm,ntaw RE4gWEDi PrrxwmBr.r. Risk Mar,age"a,tUmrll h,e CA 00 01 03 06 © ISO Properties, Inc., 2005 F OUC , , W1 , N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "prop- erty damage" , or 2. A "covered pollution cost or expense", to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or ex- penses" are claimed and to which the "in- sured" must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. P. "Trailer" includes semitrailer. rs�ro Ruk AMna9e�ren Oenral Pitle Page 12 of 12 © ISO Properties, Inc., 2005 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: ZDFA49104906 CG 20 10 07 04 Effective Date: 12/01/2020 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(s) or Organ izations : Locations of Covered Operations City of Santa Ana,City of Santa Ana Acting as Successor Agency and/or Housing Authority of the City of Santa Ana, its officers,employees,agents,vol unteers and representativ s 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 organization(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 acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury' or "property damage' occurring after: 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 on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi- pal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 aakto� IR'neum6APrROJm Br 2ukM1Nnage�mn Umcal Aitle Keyser Marston Associates, Inc Policy No: ZDFA49104906 IL 02 70 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES - CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT -RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation 3. All Policies In Effect For More Than 60 Days Common Policy Condition are replaced by the a. If this policy has been in effect for more following: than 60 days, or is a renewal of a policy we 2. All Policies In Effect For 60 Days Or Less issued, we may cancel this policy only upon If this policy has been in effect for 60 days or the occurrence, after the effective date of less, and is not a renewal of a policy we have the policy, of one or more of the following: previously issued, we may cancel this policy by (1) Nonpayment of premium, including mailing or delivering to the first Named Insured, payment due on a prior policy we issued at the mailing address shown in the policy, and and due during the current policy term to the producer of record, advance written covering the same risks. notice of cancellation, stating the reason for (2) Discovery of fraud or material cancellation, at least: misrepresentation by: a. 10 days before the effective date of (a) Any insured or his or her cancellation if we cancel for: representative in obtaining this (1) Nonpayment of premium; or insurance; or (2) Discovery of fraud by: (b) You or your representative in (a) Any insured or his or her pursuing a claim under this policy. representative in obtaining this (3) A judgment by a court or an insurance; or administrative tribunal that you have (b) You or your representative in violated a California or Federal law, pursuing a claim under this policy. having as one of its necessary elements an act which materially increases any of b. 30 days before the effective date of the risks insured against. cancellation if we cancel for any other reason. IL 02 70 0912 © Insurance Services Office, Inc., 2012 Sk.9�ne $ MktCAI %u r�ioeaan Ruk hL gert )t Ctm lNde (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. Page 2 of 4 B. The following provision is added to the Cancellation Common Policy Condition: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (c.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Paragraph D. Covered Causes Of Loss — Special. RE+AEWID6APPRWmBY: �fr %ai aGs Os R¢k Nlar,agemnt�ClmralPotle © Insurance Services Office, Inc., 2012 C. The following is added and supersedes any provisions to the contrary: Nonrenewal Subject to the provisions of Paragraphs C.2. and C.3. below, if we elect not to renew this policy, we will mail or deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit, if such coverage is written under one of the following: Commercial Property Coverage Part Farm Coverage Part — Farm Property — Farm Dwellings, Appurtenant Structures And Household Personal Property Coverage Form a. We may elect not to renew such coverage for any reason, except as provided in b., c. and d. below. b. We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. c. We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority, that included an earthquake policy premium surcharge. d. We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (d.) applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions: (1) Commercial Property Coverage Part — Causes Of Loss — Special Form; or (2) Farm Coverage Part — Causes Of Loss Form — Farm Property, Paragraph D. Covered Causes Of Loss — Special. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions or rates, is between us and a member of our insurance group. Page 3 of 4 REM W 6APP8Rdm BY' -"�-- RiekMW,a9ertnn Clnial Aide IL 02 70 09 12 © Insurance Services Office, Inc., 2012 00 b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph C.I. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. Page 4 of 4 e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph CA., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. Rh aw n ��': .. �nenIDL�ArmwFn Br: lti,lt M1Mna9e,m,[ Clmrtl Nrle © Insurance Services Office, Inc., 2012 A� Dr CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOMlYY) OB/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Ada Risk Services, Inc of Florida CONTACT NAME: Aon Risk Services, Inc of Florida PHONE AIC Na Ezt : 800-743-8130 AC, No): 800-522-7514 1001 Bnckell Bay Drive, Suite A1100 Miami, FL 331314937 EMAIL ADDRESS: ADP.COLCenter Aon.com INSURER(S) AFFORDING COVERAGE NMCM INSURER A: AN Insurance Company 19399 INSURED ADP TotalSource DE IV, Inc. INSURER B : INSURER C : 10200 Sunset Drive Miami, FL 33173 INSURER D : UC;F Keyser Marston Associates, Inc. 1299 Fourth St. Ste 408 INSURER E El INSURER F : San Rafael, CA 94901 COVERAGES CERTIFICATE NUMBER: 3608603 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MMIDO POUCYEXP MMIDD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea so...) c... $ MED EXP (My oneperson) $ PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY FIPROJECT LOG OTHER GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Petperson) $ BODILY INJURY Peraccident $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAR EXCESS LIAR H OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEC I I RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNEIVEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yg, desvibe under DESCRIPTION OF OPERATIONS below NIA WC 038367524 CA 07/01/2021 07/01/2022 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2.000,000 E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) See attached CerliOcate Holder Cancellation Notice. All worksite employees working for KEYSER MARSTON ASSOCIATES, INC., paid under ADP TOTALSOURCE, INC's payroll, are covered under the above stated policy. CtK I IFIQA It HULUCK City of Santa Ana Risk Management Division 20 Civic Center Plan Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISKINc AUTHORIZED REPRESENTATIVE REY111pm4APPRLN®Br. Risk Managenel Claiul Nde 19as-2075 ACORD CC ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 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 SCHEDULE OF CERTIFICATE HOLDERS PROVIDED BY THE INSURED'S BROKER OF RECORD TO THE INSURER. R�&A xwm . e, %au �resJou xex rn,�ee�,,.an��iade NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Keyser Marston Associates, Inc. Name: Project Number: A-2021-229-01 Agreement To Provide On-Call Affordable Housing Financial, Analytical, And Project Name: Advisory Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE AUTOMOBILE LIABILITY AWFA490049 12/01/2023 11/25/2022 City of Santa Ana.pdf GENERAL LIABILITY ZDFA49104908 12/01/2023 11/25/2022 City of Santa Ana.pdf PROFESSIONAL LIABILITY LHFD42616505 12/01/2023 11/25/2022 City of Santa Ana.pdf WORKERS COMPENSATION AND City of Santa Ana Workers WC114955701 06/01/2024 05/01/2023 EMPLOYERS' LIABILITY Comp COI.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 6/2/2023 5:32 PM