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HomeMy WebLinkAboutDAVID PAUL ROSEN & ASSOCIATESNOV 2 4 2021 A INSURANCE ON FILE-2U2].-229-02 WORK MAY PROCEED UNTIL INSURANCE EXPIRES h`1.U1.202t CLERK OF COUNCIL AGREEMENT TO PROVIDE ON -CALL AFFORDABLE HOUSING DATE: gy�� FINANCIAL, ANALYTICAL, AND ADVISORY SERVICES 11 COfl CGaud�TIIS AGREEMENT is made and entered into this 16th day of November, 2021, by and between David Paul Rosen & Associates ("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 Inclusionary 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: 1. 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 1, 2024, unless terminated earlier in accordance with Section 17, below. 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 shall require all subcontractors to agree in writing that City is granted a non-exclusive and Page 2 of 10 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 City's 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 the performance of the work hereunder by 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 1 (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. 5. 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: 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with Page 3 of 10 respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, 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 CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later revisions used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance 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. The 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 must be provided for at least five (5) 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 five (5) 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 CGL 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 27K.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful 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 documents 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 further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 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; demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided' in this Section, to the following persons: Page 6 of 10 To City: Clerl< 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: David Paul Rosen & Associates Attn: Nora Lake -Brown, Principal 3941 Hendrix Street Irvine, CA 92614 Tel: 949-559-5650 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-four (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 written consent of the City and any such assignment, transfer, delegation or subcontract without Page 7 of 10 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 terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the 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 servicesprovided 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 may be 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 be cause 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 terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. {Signatures on followingpage) Page 9 of 10 A-2021-229-02 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: /DAISY GOMEZ //A -Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: RYA 0. ODGE Assis nt Ci y Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager HOUSING AUTHORITY OF THE CITY OF SANTA ANA STEVEN A. MENDOZA Executive Director CONSULTAN By: V t S£ Title: J0 ,t i Ne l P4 L 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 cshawgsanta-ana.orq 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) 667-2265 or cshaw(a)santa-ana orc. 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 (6th Floor) 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 cshaw(c)santa-ana orq It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Qualifications shall be made in writing via e-mail to Claudia Fernandez -Shaw at cshawgsanta-ana orq. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 6th 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 VII. RULES FOR PROPOSALS 6 Vill. 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 g 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 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) INTRODUCTION The City of Santa Ana (City) and the Housing Authority of the City of Santa Ana (Authority) are issuing this Request for Qualifications (RFQ) for Affordable Housing Financial, Analytical and Advisory Services from professional consulting firms to provide financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond issuance 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. II. 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 be. an independent contractor capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Consultant shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to the California Health and Safety Code and the Santa Ana Municipal Code. IV. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 4 B. When determined appropriate, the City will provide information in its possession relevant to preparation of required 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 responsibilities for all services in its proposal. The selected Contractor shall identify a sole point of contact for contractual matters, including payment of any and all charges resulting from the Agreement. VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE CGL (Commercial General Liabilityl — 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 liability insurance is required for state licensed professionals, such as, engineers, architects, CPAs, attorneys and medical professionals. A $1,000,000.00 policy is required. City Business License - The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. VII: RULES FOR PROPOSALS The signer of the RFQ must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a'proposal; that it is in all respects fair and in good fbith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer. Vill. E-MAIL COMMUNICATIONS 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 5:00 p.m. Significant interpretations or clarification will be made by an addendum to this RFQ, which will be posted to the website. Addenda may become part of the agreement documents. 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 httl2://www.santa-ana.org/bids-rfps . 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). XII. SUBMITTAL REQUIREMENTS The RFQ is intended to assess and evaluate each firm's capabilities as they apply to the proposed services. Each firm must address each of the following items in its response to the RFQ: 1) Statement of Qualifications —In 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 6) EXHIBIT F —PROPOSAL CONTRACT AND AGREEMENT —CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 7) EXHIBIT G — NON -COLLUSION AFFIDAVIT Submittal of Proposal: • Five (5) copies of the response to the RFQ shall be signed by a company official with the power to bind the company. • One (1) copy of the submittal on a USB Flash Drive. • Structure your proposal to include the Scope of Service response, Implementation Schedule, Fees / Contract Price and 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, CA 92701. XV. FILING A PROTEST Bidders may file a "protest" with the City's Community Development Agency — Housing Division. In order for a vendor's protest to be considered valid, the protest must: 1. Be filed in writing within five (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 Block Grant (CDBG) Program, HOME Investment Partnerships Grant (HOME) Program, Neighborhood Stabilization Program, Project -Based Voucher (PBV) Program, Low and Moderate Income Housing Asset Fund (LMIHAF), local 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. II. 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 formulti-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 - 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. 1 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 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: Address: Contract Amount: Description of services provided: Reference No. 2 Customer Name: Address: Contract Amount: Description of services provided: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Year: City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 15 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 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 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. FIRM SIGNED AND PRINTED NAME 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 that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin or any other protected class. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of. the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as 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. SIGNED AND PRINTED NAME 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 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 not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly,. sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -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 Proposal to Provide Affordable Housing i?l Analytical aca " Advisorlm Services DAVID PAUL ROSEN & ASSOCIATES DEVELOPMENT, FINANCE AND POLICY ADVISORS AdvisoryMITI City of Santa Ana Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 David Paul Rosen & Associates 3527 Mt, Diablo Blvd, #361 Lafayette, CA 94549 510-451-2552 david@draconsultants.com www.draconsuItants.com 3941 Hendrix Street Irvine, CA 92614 949-559-5650 nora @dracon$UltautS.COm www.d raconsultants.com M% Santa Ana Community Development Agency September 21, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services Table of Contents 1. Statement of Qualifications a. Cover Letter.....................................................................................................1 b. Organizational Background.............................................................................3 c. Scope of Services.............................................................................................3 d. Firm and Personnel Experience...................................................„.............:.....4 FirmQualifications...........................................................................................4 Multifamily Affordable Housing Advisory Services....................................4 Inclusionary Housing Advisory Services....................................................6 StaffResumes....................................................................................................7 DavidRosen............................................................. .................. :.:...........7 Nora Lake-Brown....................................................................................8 e. Relevant Experience........................................................................................10 City of Pasadena Nexus and Inclusionary Housing Studies...............................10 City of Pasadena Concord Apartments.............................................................10 City of Oakland Multifamily Asset Management and Production ......................11 Richmond Housing Authority Development Advisory. ... ............ .................... 12 City of Oceanside Inclusionary Housing Analysis.............................................12 City of East Palo Alto Inclusionary and Affordable Multifamily Housing ..........13 City of Denver Multifamily Asset Management and Underwriting ....................13 Clackamas Housing Authority Development Advisory......................................14 San Jose Inclusionary Housing and Affordable Multifamily Housing Studies ... ..15 f. Subconsultants.................................................................................................15 g. References.......................................................................................................16 h. Fee Schedule....................................................................................................18 2. Exhibit B: Proposers Statement and Proposal Item Pricing....................................19 3. Exhibit C: N/A (Not Required until after Contractor Selection) 4. Exhibit D: References and Relevant Work History................................................20 5. Exhibit E: Proposal Contract and Agreement -- Proposers Statement....................22 6. Exhibit F: Proposal Constract and Agreement -- Certification of Nondiscriminationby Contractor.........................................................................23 7. Exhibit G: Non -Collusion Affidavit........................................................................25 Santa Ana Community Development Agency September 21, 2021 1 Proposal to Provide Multifamily Affordable Housing Advisory Services September 21, 2021 Claudia Fernandez -Shaw Housing Programs Analyst City of Santa Ana Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Re: Request for Qualifications No. RFQ a21-107, Affordable Housing Financial, Analytical and Advisory Services Dear Ms. Shaw: David Paul Rosen & Associates (DRA) is pleased to present the City of Santa Ana Community Development Agency (City) with this proposal to provide on -call affordable housing analytical and advisory services to the City of Santa Ana and the Housing Authority of the City of Santa Ana. DRA is one of the nation's leading firms in the development and finance of affordable housing, mixed -income housing, mixed -use development, inclusionary housing, and energy efficiency/renewable energy. Founded in 1980, David Paul Rosen & Associates (DRA) is a nationally recognized public interest consulting firm with offices in the San Francisco Bay Area and Irvine, California. DRA specializes in financial and development advisory services for affordable housing and community development. DRA has a track record of success and innovation in program design, finance and project development. We have pioneered finance and public policy initiatives in affordable housing, small business, economic development, banking, asset management, insurance and urban planning. As further specified in our attached Qualifications Statement, DRA proposes to provide services to the City in two out of the three areas identified in the RFP. DRA proposes to provide services in the following two areas: (1) General multi -family affordable housing financial, analytical and/or advisory services; (2) Inclusionary housing financial analysis and advisory services. DRA will not provide services related to the third area: multi -family and/or single-family bond issuance financial advisory services. DRA Principals have advised on more than $10 billion in low income housing finance and project development representing more than 100,000 units. We are expert in Low Income Housing Tax Credits (LIHTC), tax-exempt bonds, HOME, all California State programs from HCD, CaIFHA and other agencies, RAD, Section 18, Project -Based Vouchers, GSE debt structures, FHA, Ginnie Mae, private mortgage insurance and custom made credit enhancement programs, construction, permanent and mezzanine financing. DRA is also expert in California housing, land use and finance law and policy, including Santa Ana Community Development Agency September 2'I, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services 1 California Health and Safety Codes, property tax abatements, density bonus, inclusionary housing, and accessory dwelling unit (ADU) law and policy. We also understand federal tax rules regarding credits, depreciation and capital gains. Our clients include federal, state and local government agencies, nonprofit and for -profit developers, corporations, institutional investors, foundations, professional associations and research organizations. We have served in 45 states and more than 300 jurisdictions. DRA assists its housing agency clients in developer selection and due diligence, project financial structuring, financial feasibility assessment, document review and negotiations. We have housing market and demographic expertise in Orange, Los Angeles and San Diego Counties, as well the Inland Empire. We have served as on -call development and financial advisor to numerous local agencies in Orange County, Southern California, throughout the State of California, and nationally. DRA's current and former clients include the Los Angeles Housing Department, the LA County Community Development Commission, the Housing Authorities of the Cities of Los Angeles, Riverside, and Richmond, California, and the cities and former Redevelopment Agencies of Irvine, Brea, Tustin, Orange, Pasadena, San Diego, Long Beach, Sacramento, San, Jose, San Francisco, Oceanside, Escondido, Poway, Oakland, East Palo Alto and Berkeley, to name just a few. DRA's combination of policy, analysis and financial advisory transactional work provides our clients with unique insights into threshold requirements for developers, lenders and investors, both for profit and nonprofit. DRA has helped more than forty communities research and develop inclusionary housing programs, in lieu fees and other housing mitigation measures. DRA has also conducted dozens of nexus studies supporting development impact fees and other mitigation requirements for affordable housing. California inclusionary and nexus fee clients include Los Angeles, Pasadena, San Jose, Oakland, East Palo Alto, Hayward, Marin County, Sacramento, Palo Alto, San Luis Obispo, and others. Our thorough understanding of U.S. Supreme Court and state statutory requirements, as well as recent court decisions affecting inclusionary housing, have helped municipalities address density bonus law and Health and Safety Code provisions for affordable housing. If selected, we would welcome the opportunity to collaborate with the City of Santa Ana on your critically important affordable housing efforts. Sincerely, Nora Lake -Brown Principal Attachment: Qualifications to Provide Affordable Housing Analytical and Advisory Services Santa Ana Community Development Agency September 21, 202'1 ® ® Proposal to Provide Multifamily Affordable Housing Advisory Services 2 OrganizationalBackground David Paul Rosen & Associates (DRA) is a sole proprietorship formed in 1980 to provide financial and development advisory services for affordable housing, mixed -use and transit - oriented development. With offices in the San Francisco Bay Area and Irvine, California, DRA Principals have advised on more than $10 billion in low income housing finance and project development representing more than 100,000 units. DRA has pioneered finance and public policy initiatives in affordable housing, small business, economic development, banking, asset management, insurance, and urban planning. DRA is comprehensively and authoritatively expert in all forms of affordable rental housing finance and development. DRA has placed, analyzed and valued an estimated $3 billion in LIHTC rental housing developments, helped raised more than $400 million in equity capital, and negotiated lending commitments in excess of $1 billion for our clients. DRA's clients include federal, state, and local government agencies, non-profit and for -profit developers, corporations, foundations, professional associations and research organizations in 45 states, and more than 300 cities and counties. Our current and former California municipal and housing authority clients include Irvine, Brea, Tustin, Orange, Pasadena, Los Angeles, San Diego, Long Beach, Riverside, Richmond, Sacramento, San, Jose, San Francisco, Oceanside, Escondido, Poway, Oakland, East Palo Alto, to name just a few. We have also advised on multifamily affordable housing and inclusionary housing assignments in Seattle, WA; Portland, OR; Denver, CO; Chicago, IL; Cambridge, MA; Richmond, VA; Chapel Hill, NC. The City and the Authority seek to retain one or more consulting firms to advise 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. DRA proposes to provide services to the City in two out of the three areas identified in the RFP. DRA proposes to provide services in the following two areas: (3) General multi -family affordable housing financial, analytical and/or advisory services; (4) Inclusionary housing financial analysis and advisory services. Santa Ana Community Development Agency September 21, 2021 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 3 DRA will not provide services related to the third area: multi -family and/or single-family bond issuance financial advisory services. DRA will provide multi -family affordable housing and inclusionary housing financial, analytical and/or advisory services, which may include, but are not limited, to: o 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 to satisfy funding requirements, such as the HOME Program. a Assist in compiling and analyzing general economic data regarding housing. ® Perform analyses in relation to the City's Housing Opportunity Ordinance and inclusionary housing fund. • Complete subsidy layering analysis for multi -family projects. w 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. i. Firm Qualifications Multifamily Affordable Housing Advisory Services DRA has a long history of financial structuring, development and analysis of affordable housing projects. Our depth. of experience provides DRA with a strong foundation for developing innovative methods of financing affordable housing. DRA's track record covers a wide range of renter and owner housing, mixed -use and commercial real estate transactions. Financial feasibility analysis is one of DRA's core competencies. We have served as on -call development and financial advisor to numerous local agencies in Southern California, throughout the State of California, and nationally. In addition to the former San Diego Redevelopment Agency, we have worked for the Los Angeles Housing and Community Santa Ana Community Development Agency September 21, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services 4 Investment Department, the LA County Community Development Commission, the Housing Authorities of the Cities of Los Angeles, Riverside, and Richmond, California, and the Cities and former Redevelopment Agencies of Oakland, Berkeley, Pasadena, Oceanside, and Poway, to name a few. DRA has advised on projects using many layers of financing provided by both the private and public sectors. DRA has a sophisticated understanding of complex financial transactions and structuring, as well as the real estate business acumen to best support all forms of affordable housing financing. We are expert in Low Income Housing Tax Credits (LIHTC), conventional and tax-exempt financing, HOME, California State funding programs from CaIHFA, HCD and other sources, inclusionary, density bonus, accessory dwelling unit (ADU) and other affordable housing laws and policies, RAID, Section 18, Project -Based Vouchers, ACC and PFS contracts, GSE debt structures, FHA, Ginnie Mae, private mortgage insurance and custom made credit enhancement programs, construction, permanent and mezzanine financing, property tax abatements, and tax rules regarding credits, depreciation and capital gains. DRA maintains a proprietary financial model that analyzes affordable housing projects and provides the data needed to prepare projections, evaluate economics, and perform financial sensitivity analyses for debt, equity, public sector financing, bond transactions, tax incentives, credit enhancement and pricing forthose projects. This model is capable of sensitivity analyses and quantification of thefinancial gaps in a wide range of affordable multifamily, single family, and mixed -use housing financial structures. The model quantitatively measures the economic value of alternative rent subsidy, capitalized subsidy, credit enhancement, rent vouchers, property Tax abatements, and other financial structures. This analysis incorporates 9 percent and 4 percent LIHTC, conventional and tax-exempt debt (as they affect project financial feasibility; not with respect to issuance of municipal securities), tax increment financing, HOME, AMP and CDBG grants and loans, as well as rent and operating subsidies, and financially advantageous ground leases and residual receipts notes. DRA also maintains excellent working relationships with all of the affordable housing funding agencies, lenders and investors active in financing affordable rental housing throughout California. These include the California Tax Credit Allocation Committee (TCAC), the California Debt Limit Allocation Committee (CDLAC), California Department of Housing and Community Development (HCD), California Housing Finance Agency (CaIHFA), the San Francisco Federal Home Loan Bank, CaIPERS and all major bank and LIHTC investors active in the State. Significantly, DRA has long-established relationships with many affordable housing professionals and financial institutions worldwide. We are able to tap into those resources to validate or challenge interpretations and assumptions. These relationships include lenders, Santa Ana Community Development Agency September 21, 2021 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 5 investors, syndicators, underwriters, developers, government -sponsored enterprises, and others who have extensive experience in affordable housing finance and development. inclusionary blousing Advisory Services DRA has conducted more than 50 inclusionary housing analyses and 25 affordable housing nexus analyses, spanning more than 25 years of practice in this field. Our Principals have decades of experience advising local governments on the feasibility, zoning and design of inclusionary housing programs. DRA pioneered the pro forma approach, which has become the state -of -the art in inclusionary housing economic and policy analysis. This approach involves the economic valuation of a variety of incentives that may be offered to developers (e.g., density bonuses, fee waivers, fee deferrals, modifications in design, building and engineering codes and standards, including parking standards, expedited development processing, alternative floor area ratio and site planning reforms, tax exempt and other favorable financing). These incentives are compared against the cost to developers to comply with alternative affordable housing requirements. DRA has successfully used this methodology in preparation of inclusionary housing economic analyses for numerous large city clients, including Los Angeles, San Diego, Long Beach and San Jose, California; Phoenix, Arizona; Hawaii and Maui Counties, among many others. DRA is expert in all aspects of inclusionary housing policy, including set -aside requirements for owner and rental housing, incentives, offsets, alternative compliance options and policy/regulatory matters. We can recommend changes to housing policy that will make it more effective and responsive to changing market conditions. DRA has also advised local government entities on the creation, implementation and monitoring of First -Time Homebuyer Programs for low and moderate income homebuyers. We are familiar with the numerous issues facing cities with restrictive covenants on for -sale units. When market home prices escalate rapidly, owners of restricted units often face temptations to refinance at amounts above the restricted home price, potentially making the home unaffordable to the next buyer. DRA assists its clients with the development of regulatory agreements that provide maximum protection in case of such events. Conversely, when market price of homes declines precipitously, or owners face drastic reductions in income due to job loss, cities often see an increase in foreclosures. DRA has advised cities on measures such as emergency foreclosure relief programs and the establishment of loss reserves to purchase troubled homes to avoid the loss of restrictive covenants. The combination of DRA's understanding of inclusionary housing law with our expertise in land use planning, allows our clients to resolve some of the most difficult issues facing housing authorities and communities. Our thorough understanding of U.S. Supreme Court and state statutory requirements, as well as recent court decisions affecting inclusionary housing, have Santa Ana Community Development Agency September 21, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services E helped municipalities address density bonus law and Health and Safety Code provisions for affordable housing. aim Staff Resumes All substantive services for this assignment will be performed by David Paul Rosen and Nora Lake -Brown. David Paul Rosen, Ph.D., Founder and Principal of DRA, is an internationally recognized authority in the fields of redevelopment, affordable housing finance, policy, land use, analysis, negotiation, lending and .investment strategic planning. Nora Lake -Brown, Principal of DRA's Irvine office, has more than 35 years of experience in the analysis of real estate markets, local economies and financial feasibility, and has served as managing Principal on more than forty inclusionary analyses. Nora Lake -Brown will be responsible for the coordination and production of the study. David Paul Rosen, Ph.D., is founder and Principal of David Paul Rosen & Associates (DRA), a 41-year old financial and development consulting firm with expertise in capital formation strategies for affordable housing and community economic development. DRA's clients include federal agencies, the United States Congress, state and local agencies and legislative bodies, corporations, non-profit organizations and foundations. Dr. Rosen is nationally recognized in the field of affordable housing finance, policy, land use, analysis, negotiation, lending and investment strategic planning. He has personally advised on more than $3.0 billion in development finance. Dr. Rosen is responsible for some of the more important innovations in affordable housing development policy. He originated the concept of state housing trust funds, now in place in 47 states. These funds are a permanently dedicated, annually renewable source of capital for the production and preservation of affordable housing. He helped lead the efforts in the mid-1980s in California to negotiate with major money center banks under the Community Reinvestment Act (CRA) to make multi -billion dollar commitments to affordable housing development lending and investment. Dr. Rosen served as the inaugural Chairman of the California Organized Investment Network (COIN) Investment Advisory Board for the California Department of Insurance: Dr. Rosen led this first of its kind organization to develop an investment policy that encourages insurance companies to increase capital for affordable housing and neighborhood revitalization. Dr. Rosen has advised more than 60 California jurisdictions alone on the economic analysis, design and adoption of inclusionary housing land use policies, programs and innovations. Dr. Rosen was the lead consultant to the City of Oakland creating the Community Alliance for Santa Ana Community Development Agency September 21, 2021 l Proposal to Provide Multifamily Affordable Housing Advisory Services 7 Syndicated Housing, now Merritt Community Capital, and has also served as a lead consultant to the Federal Home Loan Bank of Atlanta (Bank) in its dealings with FHA, Ginnie Mae and Freddie Mac. He advised the Bank's Chief Executive Officer and the Board of Directors on a wide range of community economic development and affordable housing initiatives throughout the nine state region of the Bank. Dr. Rosen served as lead faculty to the California Redevelopment Association (CRA) Housing Institutes. DRA was selected by CRA as the sole faculty for its Basic and Advanced Affordable Housing Institutes statewide. Additionally, Dr: Rosen was selected to lead the CRA Institute on RFP/RFQ Developer Negotiations, as well as CRA's groundbreaking Sustainable Development Institute. Dr. Rosen has served as financial, economic and development advisor to numerous California cities and agencies on long-term assignments. These include San Diego, Los Angeles, Sacramento, Oakland, San Jose, Sacramento, Long Beach, Oceanside, Poway, Los Angeles County, Vallejo, Pittsburg, Fremont, Rancho Cucamonga, Brea, Tustin, Orange, Irvine and many others. Assignments have included military base reuse, brownfield restoration, industrial park development, mixed use and affordable housing development, tax increment financing,, asset management, community development loan securitization, small business lending, developer selection, negotiation, pricing, terms and conditions analysis for debt and equity investments. He is an acknowledged national expert in all forms of affordable housing finance for both renter and owner housing. Dr. Rosen is a widely published author, and a nationally and internationally recognized speaker on affordable housing finance, development, land use and asset management. Dr. Rosen has led federal research efforts on tax and financial policy for affordable housing. He has briefed White House and senior Administration officials at a dozen federal agencies. He has advised I -IUD, FHA, Ginnie Mae, the Federal Home Loan Bank system, the Federal Housing Finance Agency, Freddie Mac, the World Bank and the International Finance Corporation on housing finance policy. Dr. Rosen maintains a global practice in affordable housing, land use, energy efficiency and renewable energy finance, development, policy and law, with clients Europe, Africa, South America and Australia. Education Bachelor of Arts, Political Science, Columbia University, 1972 Doctor of Philosophy, Public Policy, Union Institute, 1983 Santa Ana Community Development Agency September 21, 2021 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 8 Nora Lake -Brown, Principal of DRA's Irvine office, has more than 30 years of experience in the analysis of real estate markets, local economies and financial feasibility. She has performed fiscal. impact assessments for more than 75 government agencies and 25 private developers statewide. She has served) as financial consultant on more than $3.5 billion- of affordable and market -rate housing, commercial, industrial and mixed -use real estate transactions and financings. Ms, Lake -Brown is a nationally recognized authority on land value recapture, using residual land value analysis to quantify the land value increment associated with government actions, such as rezoning, land use changes, and the provision of development incentives, so that a portion of the value can be recaptured for public benefit. Ms. Lake -Brown has assisted scores of cities with the preparation of residential market analyses, affordable housing needs assessments, affordability gap analyses and comprehensive housing strategies. She has analyzed inclusionary housing programs for local governments, identifying mitigations that can partially offset the costs of compliance. She has created computerized financial models to quantify the affordability cost of inclusionary housing requirements and the economic value of potential offsets and non -cash incentive measures. Ms. Lake -Brown is acknowledged as one of the leading real estate economists dedicated to affordable housing development, transactions, finance and public policy in California. Ms. Lake - Brown's technical excellence, clear insight, and extensive track record in real estate and affordable housing development finance provide concise and expert analysis in an easily understandable format. Ms. Lake -Brown served as a lead faculty of the California Redevelopment Association Affordable Housing and Developer Negotiation Institutes for six years. She's a frequent speaker at national conferences on redevelopment, land use planning, and affordable housing. Ms. Lake -Brown has helped lead low income neighborhood revitalization efforts of nonprofit development corporations involving affordable housing for renters, owners, child care facilities and community centers alike. Ms. Lake -Brown provides asset management, portfolio overview and analysis, as well as strategic, business and financial planning for nonprofit organizations and public agencies active in the affordable housing development and finance. Ms. Lake -Brown served as the principal investigator on inclusionary housing analyses for Los Angeles, San Diego, San Jose, Long Beach and other major cities, most recently Seattle, Portland, Denver and Cambridge. The Study Ms. Lake -Brown directed for the City of Los Angeles remains the largest urban inclusionary housing analysis in the United States to date. Santa Ana Community Development Agency September 21, 2021 ® , Proposal to Provide Multifamily Affordable Housing Advisory Services S Education B.A., Economics, With Honors, University of California, Santa Cuz, 1981 B.A., Environmental Studies, University of California; Santa Cruz, 1981 M.A., City and Regional Planning, Kennedy School of Government, Harvard University, 1983 e. Relevant Experience City of Pasadena Nexus and Inclusionary Housing Studies DRA performed a nexus study and in lieu fee analysis for the City of Pasadena to update its inclusionary housing ordinance (IHO). Court decisions such as Palmer v. City of Los Angeles, and Sterling Park, I_.P., v. City of Palo Alto, called into question the legal basis for the City's current II-10. To preserve its regulatory capacity to generate affordable housing, the City considered a fee -based system in addition to its current land -use -based system. DRA also reassessed the City's existing eight Inclusionary housing Sub -Areas to determine if they accurately reflect the Current real estate market, and recommend needed adjustments. DRA reviewed trends associated with the Payment of in lieu fees and the provision of affordable units by Sub -Area for both owner and renter housing projects since the inception of Pasadena's IHO. DRA developed four housing prototypes that reflect the current real estate market and existing zoning code in Pasadena. Using an affordability gap analysis we calculated the maximum supportable impact fee for residential development. Using an approach based on the relationship between new market -rate housing development, spending on goods and services, associated employment impacts, and the affordable housing requirements of the new workers, DRA performed a nexus study to estimate the number of households living in Pasadena who will qualify as very low, low or moderate income under the new housing prototypes. DRA also conducted an analysis of the potential effect of inclusionary housing requirements, alternatives and incentives, and nexus fees on the economic feasibility of new owner and renter housing development to assist the City Council in determining the most appropriate nexus fee for Pasadena. City of Pasadena Concord Apartments DRA advised the City of Pasadena on Retirement Housing Foundation's ("RHF's") proposal to acquire from the City the 149-unit HUD -financed affordable senior housing property located at 275 E. Cordova Street, (mown as the Concord Apartments. DRA reviewed extensive Santa Ana Community Development Agency September 21, 2021 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 10 information and documents on the history and current status of the transaction and the property. The Concord Apartments ("Project) is situated on land owned by the City, conveyed to RHF Housing, Inc., pursuant to a Ground Lease, RHF Housing, Inc., currently owns the improvements, but it must convey the improvements to the City upon expiration or termination of the Ground Lease. The Pasadena Fire and Police Retirement System ("FPRS") owns a 93% beneficial interest in the Concord asset DRA conducted a site visit of the Concord Apartments and met with RHF representatives, DRA also analyzed the feasibility of the RI -IF proposal, including the appropriateness of the proposed property sales costs, rehabilitation and other hard construction costs, other soft development costs, operating costs, reserves, rent revenue, financing, HUD -related assumptions, and other assumptions used by RHF. DRA reviewed lender debt and equity proposals to maximize debt and equity proceeds, DRA reviewed revisions to the HAP contract, HUD rent study and other documents and advised the City on the HUD closing process. DRA assisted the City in negotiations with RHF for the sale of the property and evaluating additional financial analyses to the City, resulting in estimated cash sale proceeds at $16 million to the City and FPRS at closing along with ongoing residual receipts loan payments to the City on a $10 million Seller Loan. City of Oakland Multifamily Asset Management and Production The City of Oakland Housing and Community Development engaged DRA to provide continuing consulting services regarding asset management and underwriting of the City's affordable multifamily rental and homeownership programs and portfolios. DRA has completed an assessment of the City's asset management, underwriting, loan production and documentation policies, processes, systems and functions for its affordable multifamily rental housing p-ograrn and portfolio. Specific tasks under this engagement included preparation of affordable multifamily housing loan underwriting guidelines; creation of an Excel -based financial model to assist City staff in analyzing the feasibility or proposed multifamily projects and determining the reasonableness of requested subsidies from the City; revising the City's Notices of Funding Availability for both new construction and acquisition/rehabilitation projects to best reflect the City's policies and priorities; and preparing a five-year capital plan outlining proposed City financial expenditures on affordable housing. Santa Ana Community Development Agency September 21, 2021 ii ® Proposal to Provide Multifamily Affordable Housing Advisory Services 11 DRA continues to provide on -call policy and analytical services to the City of Oakland for both its affordable multifamily and affordable homeownership programs. Richmond Housing Authority Development Advisory DRA serves as development and financial advisor to the Richmond Housing Authority on its public housing and affordable housing inventory. To improve their financial viability and long- term sustainability, RHA has embarked on an analysis of repositioning options and recommendations for its Public Housing and Housing Choice Voucher (HCV) Programs. The goal of the repositioning effort is to develop .financial structures that eliminate current operating shortfalls, improve the living conditions of residents, revitalize and/or redevelop RHA housing assets, put in place long-term sustainable financial repositioning of each asset, and bring each asset up to modern standards of design, energy efficiency, resident amenities and quality of construction. DRA is advising RHA on its transitioning of public housing projects using RAID, Section 18 and Section 30 disposition processes. DRA is currently advising RHA on five different properties in different stages of the disposition process, involving the acquisition/rehabilitation of existing buildings and new construction to increase the density on existing development sites. DRA assists RHA in drafting RFPs and RFQs for redevelopment of the sites and the evaluation and due diligence on submitted developer proposals, financial plans and pro formas. DRA advises RHA on negotiation of deal terms with the developers for Exclusive Negotiation Agreements and Loan, Disposition and Development Agreement. DRA assists RHA in successfully navigating the HUD disposition process and achieving the goals and schedule of its Public Housing Recovery and Sustainability (PHARS) Agreement with HUD. City of Oceanside Inclusionary Housing Analysis The City of Oceanside has engaged DRA to assist the City in undertaking a comprehensive review and analysis of its existing Inclusionary Housing Ordinance (IHO). The City seeks to update the IHO with a focus on encouraging developers to build affordable units with the goal of maximizing unit production. DRA will facilitate two Stakeholder Meetings designed to solicit the input of the residential development community on existing provisions of the IHO that developers find most problematic and on suggestions to improve the II-10 to better stimulate on -site unit production. DRA will prepare an economic analysis to estimate the effect of alternative affordable housing set -aside requirements, incentives, and alternative compliance options on the financial feasibility of new market rate housing construction. Santa Ana Community Development Agency September 21, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services 12 City of East Palo Alto Inclusionary and Multifamily Affordable 11ousing Studies DRA serves as development and financial advisor to the City of Cast Palo Alto. DRA prepared a nexus study examining the legality and basis for establishing a rational nexus between market - rate residential development and the need for affordable housing in the City of Cast Palo Alto. DRA also prepared an economic impact analysis of alternative fee levels, in terms of the potential reduction in residual land value, the increase in rents required to support the fees, and the potential impact on investor returns. This assignment led to the City's adoption of a nexus fee on new residential development. Subsequent to the passage of AB1505 reinstating the ability of municipalities to impose inclusionary housing requirements on rental housing, DRA calculated the in lieu fee representing the economic equivalent of the City's on -site inclusionary housing requirements. These fees were adopted in place of the City's nexus fees. DRA also prepared a Comprehensive Affordable Housing Strategy for the City. The Strategy includes studies of the City's demographics and affordable housing needs; a summary of federal, State and local resources available; real estate market conditions; and the need and current resources available to the City's homeless. Based on these analyses, DRA provided policy options and affordable housing recommendations to address East Palo Alto's needs. DRA also advises on specific affordable housing developments in the City. Most recently, DRA reviewed the City's rights to approve first mortgage refinancing on the Courtyard at Bay Road City of Denver Nexus, Multifamily Asset Management and Project Underwriting DRA has served as advisor to the City and County of Denver on asset management of both the City's affordable single-family homeownership and multifamily rental housing programs.. DRA also prepared residential and non-residential nexus fee studies to support fees on both residential and non-residential development in the City. The City's multifamily housing portfolio includes nearly 3,000 units created through the City's inclusionary housing program and through investment of local funds. Denver engaged DRA to conduct an assessment of the City's asset management, underwriting, loan production and documentation processes, systems and functions for its affordable multifamily rental housing program and portfolio. DRA's work products and recommendations for affordable multifamily housing included: Santa Ana Community Development Agency September21, 2021 r ® Proposal to Provide Multifamily Affordable Housing Advisory Services 13 An underwriting manual containing the City's affordable multifamily housing underwriting policies and guidelines. DRA compiled the City's existing policies, prepared recommendations, and collaborated with City staff to prepare a final underwriting manual. ® Interviews with a series of cities with comparable multifamily affordable housing portfolios regarding their housing organization, staffing levels, and loan approval process for affordable housing asset management and housing loan production. DRA compared the staffing levels and process in other cities with those in the City of Denver. a Recommended changes to the City's loan agreement, covenant (regulatory agreement) and other affordable multifamily documents. ® A five-year capital plan that projects funding and expenditures for the City's affordable multifamily rental housing loan program on an annual basis. o An Excel -based financial model that allows management to analyze any prospective combination of financing sources for the preservation and rehabilitation of at -risk rental housing, including Section 221d3, 236, 221d4, expiring Section 8 or other expiring use projects, including Year 15 LIHTC projects or others. Provision of development and financial consulting services for project underwriting and financial evaluation on and ongoing basis upon written direction from housing staff. Clackamas Housing Authority Development Advisory DRA provided the Housing Authority of Clackamas County (HACC) with financial advisory services ranging from transactional assistance to strategic planning. We assessed HACC's capacity to serve as developer of affordable housing directly, through its affiliates, and/or in joint ventures with third -party development partners. DRA also analyzed the financial, economic and development feasibility of public and private sector developer proposals to HACC. Our analyses included compliance with requirements and competitive criteria of leveraged sources of Binding, which include private sources, HUD, and other public sources of funding. DRA also provided strategic, business and financial planning for HACC to manage its portfolio Of public housing, Low Income Housing Tax Credit (LIHTC) housing and special needs housing, to assure its appropriate reinvestment, rehabilitation, and if appropriate, its redevelopment. We assisted HACC with the Rental Assistance Demonstration (RAD) program though the HUD application process. DRA services under this phase combined tasks related to securing HUD Santa Ana Community Development Agency September 21, 2 02 1 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 14 RAID commitments, and other services related to project transaction structuring and closing, such as financial analysis, development team selection, financing commitments, document review and closing. DRA assisted FIACC with due diligence and negotiation on a private developer's proposal to redevelop 180 units of HACC owned housing. As part of this process, we reviewed the developer's track record and financial stability as well as their pro formas and other proposal documentation. We also assessed the availability of proposed financing sources, as well as the likelihood of securing competitive financing. San Jose Inclusionary Housing and Affordable Multifamily Housing Studies DRA served as financial and development advisor to the San Jose Department of Housing, assessing the viability of adopting a citywide inclusionary housing program. As part of this assessment, DRA conducted an extensive analysis of inclusionary housing, affordable housing offsets and residual land value. This included conducting an affordability gap analysis for three income levels of San Jose owners and renters, identifying five prototypical housing developments and estimating their development cost. Budgets were established by interviewing local developers, conducting market studies of current market rent and sales prices for homes as well as land prices for vacant land, and conducting a residual land value analysis to compare the economic effect of three potential inclusionary housing requirements on the residual land value of the five prototypes studied. DRA also analyzed the economic effects of various potential incentives and offsets to offer developers for their compliance with the inclusionary requirements. Throughoutthe economic analysis, DRA conducted three public meetings with stakeholders to present the Study's methodology and assumptions and to solicit feedback and comments. DRA also presented the study's methodology and findings to the City Council. Following completion of the analysis, DRA completed an assessment of the potential policy and program design issues and options for an inclusionary program. DRA assisted City staff in drafting policy memos and recommendations for the City Council, resulting in the first successful passage of an inclusionary housing program in the City of Sari Jose. All substantive services will be performed by DRA Principals and no subcontractors will be employed. Santa Ana Community Development Agency September 21, 2021 ® Proposal to Provide Multifamily Affordable Housing Advisory Services 15 Richmond Housing Authority, California DRA serves as development and financial advisor, to the Richmond Housing Authority on transitioning of public housing projects using RAD, Section 18 and Section 30 disposition processes. DRA is currently advising RHA on five different properties in different stages of the disposition process, involving the acquisition/rehabilitation of existing buildings and new construction to increase the density on existing development sites. These sites involve a range of federal, State, local and private funding sources. Shasa Curl Deputy City Manager 450 Civic Center Plaza Suite 300 Richmond, CA 94804 shasa cur *d..richmond.ca.us 510-412-2091 City of Pasadena, California Nannette Beacham Executive Director Richmond Housing Authority 330 24`h Street Richmond, CA 94804 nbeacham@rhaca org 510-621-1300 DRA performed a nexus fee analysis, affordability gap analysis and in lieu fee calculations to update the City's inclusionary housing ordinance and reassessed its existing eight inclusionary housing sub -areas to recommend needed adjustments. DRA served as development advisor to the City on the sale, refinancing and rehabilitation of the Concord Apartments, including financial feasibility assessment, negotiation of deal points with the developer, and reviewing documents for the transaction. Bill Huang Housing Director 649 N. Fair Oaks, 2"" Floor Pasadena, CA 91105 wh uang@ci tyofpasaclena.net 626-744-8300 Jim Wong Senior Project Manager 649 N. Fair Oaks, 2"d Floor Pasadena, CA 91105 iwong4° CICVofpasaden; net 626-744-83'16 Santa Ana Community Development Agency September 21, 2021 Proposal to Provide Multifamily Affordable Housing Advisory Services 16 City of Oakland, California DRA advises the City on asset management, underwriting, loan Shola Olatoye production and documentation policies, processes, systems and Housing Director functions for its affordable multifamily rental housing program City of Oakland and portfolio. DRA prepared an Excel -based financial model to 250 Frank H. Ogawa assist City staff in analyzing the feasibility or proposed Plaza, Suite 6301 multifamily projects and determining the reasonableness of Oakland, CA 94612 requested subsidies from the City. DRA reviewed and revised solatoye@oaklandcagov the City's latest Notices of Funding Availability (NOFAs) for new 510-238-3714 construction and acquisition/rehabilitation, which included DRA's financial model. City of East Palo Alto, California DRA serves as development and financial advisor to the City of Rachel Florst East Palo Alto. DRA has prepared affordable housing nexus Housing Project Mgr. studies, inclusionary in lieu fee calculations, financial City of Gast Palo Alto feasibility analysis, and transactional advice on specific 650-853-7252 affordable housing developments in the City, including new rhorstOu cityofeoa.org construction, acquisition/rehabilitation, and asset management and monitoring of existing assisted housing. City of Denver Nexus and Affordable Housing Studies DRA has served as advisor to the City and County of Laura Brudzynsky Denver on asset management of both the City's Director, Housing Policy and affordable single-family homeownership and Programs multifamily rental housing programs. DRA also City of Denver prepared residential and non-residential nexus fee Lau ra.brudzynski®denvergov.orQ studies to support fees on both residential and non- 720-913-1575 residential development in the City. 720-722-8727 mobile Santa Ana Community Development Agency September 21, 2021 ® , Proposal to Provide Multifamily Affordable Housing Advisory Services '17 DRA's hourly rates shown below by personnel category include all costs for phones, cellular phones, vehicles, mileage and other direct and indirect costs, excluding reimbursable expenses itemized below. These rates will not be increased during the term of the contract. DRA estimates the costto prepare a subsidy layering review at $10,000 to $20,000, depending upon the complexity of the transaction and the availability of information. Principal 1 $385 Principal II $345 Senior Associate $325 Associate $290 Research Associate 1 $260 Research Associate II $255 Data Entry, Word Processing, Administrative $125 Assistance and Accounting The following costs are reimbursable expenses with supporting receipts: ® Mileage at the equivalent of the then current federal mileage reimbursement rate; tolls • Round-trip coach airfare, as mutually agreed by client and consultant • Ground expenses: rental cars, parking, cabs and other • Meals and lodging • Long-distance telephone charges, facsimile charges and expedited courier service • Copying and production charges • Data service charges • Supplies, as required for deliverables. A 1.75% per month surcharge will be added to any invoice that is unpaid 30 days after the original date of the invoice. Santa Ana Community Development Agency September 21, 2021 p Proposal to Provide Multifamily Affordable Housing Advisory Services 18 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. David Paul Rosen & Associates Phone: 510-451-2552 Fax: 510-451 2554 LEGAL NAME OFCOMPANY PHONE AND FAX NUMBER 3527 Mt. Diablo Blvd. #361, Lafayette CA 94549 94-2981032 FEDERAL iD NO. (IF APPLICABLE) CONTRACTOR LICENSE t40. (IF APPLICABLE) City of Santa Ana Community Development Agency Request for Qualiflcations—Affordable Housing Financial, Analytical and Advisory Services Page 20 IWiflu-lii�7 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: City of Oakland Contract individual: Ms. Shola Olatoye Address: 250 Frank H. Ogawa Plaza Phone Number: 510-238-3714 Suite 6301 Oakland, CA 94612 Facsimile Number: 510-238.3691 Email: solaytoye@oakiandca.gov Contract Amount: $99 800 Year: 2020 Description of services provided: ORA prepared affordable multifamily underwriting guidelines and policies; prepared an affordable multifamily underwriting financial model; advised on changes to two City Notices of Funding Availability (NOFA) for new construction and for acquisition/rehabilitation, respectively; and prepared an Excel -based five-year Capital Plan that projects funding and expenditures for the City's affordable multifamily rental housing program. Reference No. 2 Customer Name: City of Pasadena, California Contract Individual: Mr. Jim Wong Address: 649 N. Fair Oaks, V Floor Phone Number: 626.744-8316 Pasadena, CA 91105 Facsimile Number: Contract Amount: $200,000 (multiple contracts) Year; 2015-2020 Description of services provided: ORA performed a nexus fee analysis, affordability gap analysis and in lieu fee calculations to update the City's inclusionary housing ordinance and reassessed its existing eight inciusionary housing sub -areas to recommend needed adjustments, ORA served as development advisor to the City on the sale, refinancing and rehabilitation of the Concord Apartments, including financial feasibility assessment, negotiation of deal points with the developer, and reviewing documents for the transaction. 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 East Palo Alto Contract Individual: Rachel Horst Address: 1960 Tate Street Office Phone: 650.785.0409 East Palo Alto, CA 94303 Mobile Phone: 650-853-7252. Contract Amount: 1100,000 (multiple years) Year15-present Description of services provided: DRA serves as development and financial advisor to the City of. East Palo Alto. DRA has prepared affordable housing nexus studies, inclusionary in lieu fee calculations, financial feasibility analysis, and transactional advice on specific affordable housing developments in the City, including new construction, acquisition/rehabilitation, and asset management and monitoring of existing assisted housing. Reference No. 4 Customer Name: Address: Richmond Housing Authority Contract Individual: 330 24"i St. Phone Number: Richmond, CA 94804 Facsimile Number: Contract Amount: $275,000'multipla years) Year: Description of services provided: Nannette Beacham 510-648-9074 2017 to present DRA serves as development and financial advisor to the Richmond Housing Authority on transitioning of public housing projects using RAID, Section 18 and Section 30 disposition processes. DRA is currently advising RHA on five different properties in different stages of the disposition process, involving the acquisition/rehabilitation of existing buildings and new construction to increase the density on existing development sites. These sites involve a range of federal, State, local and private fundinq sources. 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), orthe 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 trade specifically as part of this RFQ. City of Santa Ana Community Development Agency Request for Qualifications Affordable Housing Financial, Analytical and Advisory Services Page 20 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 ANb 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 ether 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 foremploymentwlthout 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 employeesand 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 constructionIservices contracts in accordance with procedures authorized in Execution Order 11246 of September 24,1965, and such other sanctions may be Imposed arid remedies invoked as provided City of Santa Ana Community Development Agency Request for qualifications —Affordable Mousing Financial, Analytical and Advisory Services Page 20 in Executive Order 11246 of September 24,1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise pmylded by lave. 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, ororders 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 1n, 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 Seotion.1735, as added by'Chapter 643 Slats.'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. Principal TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications -Affordable Housing Financial, Analytical and Advisory Services Page 20 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-OOLLURION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTAANA, 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 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, cornmunidation, 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 4ord'w. Ga 411 Subscribed and sworn to (or affirmed) before me on this 14 `h day of'e�. , 20 _, by paivel Itoifin e -- _ , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ` rHf1fMS ALE7(ANDER NDEM HI4UER .. Notary""'c-Catiforala . Contra costa Caunty £ +"' ' ° Commission i 27Dp568 _--^�� MY Comm. ExPiref Aug B, 2923 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 Tod Piersonoae:2021.1 by Ton DAVIROS-01 MNAVARR OATDII'YYY) 1017/2/7/2021 AcoR�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the 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 CONTACT Chambers & Company Insurance Brokers 751 E Daily Dr. Suite 230 Camarillo, CA 93010.0761 PHONE FAX (A/C, No, Ext): (800) 272-3256 (A/C, No):(805) 388-7138 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Sentinel Ins Company Ltd. 11000 INSURED INSURERS: PrOP & Cas Ins Co of Hartford 34690 David Paul Rosen DBA: David Paul Rosen & Associates INSURER C: Lloyds of London 15792 3527 Mt. Diablo Blvd. #361 INSURER D : INSURER E: Lafayette, CA 94549 INSURER F COVERAGES CERTIFICATE NUMBER: RFVISION NIIMRFR- 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 CONTRACTOROTHER DOCUMENTWITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRA TYPE OFINSURANCE AOOL SUER POLICYNUMBER POLICYEFF 411/2021 POLICY EXP 411/2022 LIMITS X COMMERCIAL GENERAL LIABILITY CLAJMS-MADE X OCCUR X 72SBAAK7546 FACHOCCURRENCE $ 1,000,000 DAMAGE TO RENTED SES Ea o c nenre 1,000,000 MED EXP (Any oneperson) 10,000 PERSONAL &ACV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY jECOT LOC OTHER: GENERAL AGGREGATE 1 2,000,000 PRODUCTS-COMP/OPAGG 2,000,00 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AON UXUTSOLY 72SBAAK7546 4/1/2021 41112022 COMBINED SINGLE LIMIT adimt)$ 1000000 BODILY INJURY Per arson $ BODILY INJURY Per accident $ ERRYY MOEA FTATOS $X A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 72SBAAK7546 41112021 411/2022 EACH OCCURRENCE $ 3,000,000 AGGREGATE 3,000,000 DEO I X I RETENTION$ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN pAQN�Ygn/'MEETORIPARTNDED? CUTIVE (MFdOddto r In NHS EXCLUDED? If yes, describe under DESCRIPTION OF OPERATIONS below NIA 72WECEN4621 81112021 811/2022 J( STATUTE �RH EL EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYE 1,000,000 $ E.L. DISEASE - POLICY LIMB 1,000,000 C Errors and Omissions MPL102277 41112021 4/1/2022 $10,000 Deductible 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) *30 Day Notice of Cancellation except 10 Day Notice for Non -Payment of Premium City of Santa Ana, officers, agents, employees, and volunteers are named as additionally Insured on this policy pursuant to written contract, agreement, or memorandum of understanding. Such insurance as Is afforded by this policy shall be primary, and any Insurance carried by City shall be excess and noncontributory. City of Santa Ana Risk Management Division 20 Civic Center Plaza ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORE 76u p&tJo,, The ACORD name and logo are registered marks of ACORD Rmkma,vq<mmru.��Iae< #72SBAAK7546 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. w.tMmgm D. '( IhinEnw &A,rr R, YI��Ii.,/OH rll4JOH ReltMma9e,mnClencllerlc Form SS 12 23 06 11 © 2011, The Hartford Policy #72SBAAK7546 BUSINESS LIABILITY COVERAGE FORM F1 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 stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury' or "prnnprty damana" to us nr any other ins `�:lRinenm6 APPRQVID Br -. lYn' ) %ou %�rnaax "'� RisN!✓ ruge,maClmralNtle Form SS 00 08 04 05 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage'; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not rer' Rb4 Mmga,mlMi R&AvrROJm Br: ', d� �' 6NETau �ia.a.r a�«,nan�uian< Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the Indemnities; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (Ili) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "slut". Form SS 00 08 04 05 So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury' arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury' or "property damage'; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or the in: R,d,Ma,B+,,,,d Dlw - ,, <. absenc �e,�ns�e 8 agreerr %nsl P& " 1. RM Mtro9e,m,[ ClmrilN�e 00 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury' or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) 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. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or ocr"iorl by nr .nf d loa wad o tha th�"eusn6 Mrrtwmar: RUI,M1Mnagemnl UmaIMAe Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire" (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (1) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (III) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire", or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants", or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. `0 �hvIEWEo6 APrRw®Br: %au �rex.ort �Ruk M1N,uge,mnClmrnlNtle $' Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; IW4 rdv ga,mt Dih �I /I %au �%lMJon Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin: and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 05 Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4). (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and a. "your product" "<, mk m°g"D� been put to its i q xeae &APrn By %au �icvo.r �RkkhNna9enmKla,mlMtle Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (a) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product" (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property" However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the businessof publication of material, if done by or at advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written electronic or bulletin board the insured hosts, w publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, anther's potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another's idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement quality or insured would have in the absence of performance madea in your "advertisement"; such state or federal act; (8) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) Th mark or other designation of origin of .°`'W`' R &A� �. . , or authenticity; or cot 70v;v RekMnugemmi omralAitle Page 8 of 24 00 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. 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. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". It. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Lability And Medical FxnenRP.S Limits Oflnsurance �# . IRnFum 6TA,vrRUJ®Br: 8i %i[ Y[GR:Ox �Rek W,uge„m, Uailal A,de �, Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provi'- - ------- (2) "Property d� R�"eirFn6 A"mwmBv: (a) Owned ieh M14 nagerre" Owcal Nd, Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 b. Coverage under this provision does not apply to: (1) 'Bodily injury" or "property damage" that occurred; or (2) 'Personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person driving the equipment; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury' to a co -"employee" of the person operating the watercraft; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or i Paragraphs a. thro RukM ..d insureds when yoi a ~o °` Ibmi sAProa.�ar Tau �rextae Y, �Fuk Ma,u9emen ClaialNtle ''E' Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property injury", damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, RJ M„g,,,,,iD;, ,,, and then repackaged in the Bei9EWID&AG Bc original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodilyu injury", rYn. "Property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out drawings and specifications; or failure to (b) Supervisory, inspection, ~ ,.`e a arch it( architectural or engineering services, it °''a ` 9au Puwa« �RnkM activities. �9e� �a,,a�e r Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of 'bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other 'bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision: or b. The Limits of Insurance shown in the Declarations. Such amount shall k^ ^^ f ^^a — addition to the Lin RAa« the Declarations ar '/�11■■,,\, R EwEo&Ap� BY Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You any additional insured must see to it thaatt we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a, and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any electei Insured R.kkefte [a or an addi REM� &n�a,: You and any other involved insured must: subdivision Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipment" to other valid and collectible insurance is which this insurance applies, we will a available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c.below. this Coverage Form: a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rentedto in this policy to the first Named Insured, this you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g. of Section A. — Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the of (2) Those statements are based upon subject to luse r m Coverages representations you made to us; and Tau Pia -- _ - - r,�i, r✓,,,agz,.,,, 0—J Pod, Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their i such person of of mlF. agreement or .'q.,�.neJED6A"awma`. prior to the inju 7ou aGttaoa rsis rx,,,a�e„�„eaa uiaar Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury', "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence' which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to insured the st Rb hiu g a1Drv1 .�ME44D6/�PPRW w in the D SI. shown 7cu Ruk Mt,u9enan Oarelhl. Page 18 of 24 00 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) 'Bodily injury", "property damage' or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) 'Bodily injury" or 'property damage' or sale by you, have been labeled included in the 'product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) 'Bodily injury" or "property insured the person(s) or organization(s) damage' arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage' arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property (!I) Such inspections, damage" included within the "products -completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make normally undertakes subject to the following additional exclusions: a to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) 'Bodily injury" or 'property the distribution or sale of the damage' for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they ^ ^�^ ^ ^^^ •^ instructions from the manufacturer, while you leaser and then repackaged in the original container; R �L&A 8,, Tau ;a&wa„ geimICla,ulNrle Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to 'bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, Feld orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. 'Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental angr 6. "Coverageterritory' /�R Ems.,, M.&A '1YiLl It/� %u i4" RisN MmagermaUaial Aide Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph If. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or c However, Pan RAM..g..i°"""' that part of an) ,�� )} Tau Pao r -- dee,n.,r a., i,Aiado Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "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". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto" or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. 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": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; IRut� 6 Avrxa/m BY; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "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. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) 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. Form SS 00 08 04 05 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker' RwkM&.g0.do� a. Isnotyour"em flE11F4£D 6 APVewm By Rult AMrw9e,m„Clair.INJe Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work': 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work'; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and RuY M.n.gelw! Di RUI, Manageimtt OmcalPode Page 24 of 24 Form SS 00 08 04 05