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RSG, INC
INSURANCE ON FILE NOV 2 4 2021 A-2021-229-03 WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL AGREEMENT TO PROVIDE ON -CALL AFFORDABLE HOUSING DATE; FINANCIAL, ANALYTICAL, AND ADVISORY SERVICES �� fARCclauAwSHawYo��T. THIS AGREEMENT is made and entered into this 16th day of November, 2021, by and between RSG, Inc., a California corporation ("Consultant"), and jointly the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). City and Authority shall jointly or interchangeably, as applicable, be referred to as "City" for purposes of this Agreement. RECITALS A. On September 7, 2021, the City issued Request for Qualifications No. 21-107 ("RFQ"), by which it sought Consultants to provide on -call affordable housing financial, analytical and advisory services for the City and Authority. The scope of work may include any and all work efforts related to financial analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond issuance financial advisory services; and the City's 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 I 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. [cam WRIN 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 projectAocation (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: I. 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 1185 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 ANII, 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. 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 wort, 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 I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana,. CA 92702 To Consultant: RSG, Inc. Attn: Tara Matthews, Principal 17872 Gillette Avenue, Suite 350 Irvine, CA 92614 Tel: 714-316-2111 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 services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that 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 following page} Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: �AISY GOMEZ ferk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: /Z�L' RYAN O. ODGE Assis'tint C ty Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager HOUSING AUTHORITY OF THE CITY OF SANTA ANA STEVEN A. MENDOZA Executive Director CONSULTANT 10A0, � m46u-,2, By: Tara E. Matthews Title: Principal/Vice President Page 10 of 10 EXHIBIT A SCOPE OF SERVICES REQUEST FOR QUALIFICATIONS RFQ # 21-107 AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Claudia Fernandez -Shaw Housing Programs Analyst (714) 667-2265 Office (714) 667.2225 Fax cshaw@santa-ana.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(u_)santa-ana orq. 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 (61h Floor) 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 cshaw(a)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 cshaw ansanta-ana orq. The receiving time at the Front Desk of the City of Santa Ana Community Development Agency, 6'h 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) 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 VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / 6 CLARIFICATIONS X. 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) I. 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. 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 Liability) — CGL insurance is required when the Consultant will be performing services on City property or receiving City grant funds. A $1,000,000.00 per occurrence with $2,000,000.00 in the aggregate policy is required. The certificate of insurance must provide 30-day notice of cancellation or material reduction in policy limits. Additionally, the City of Santa Ana and the Housing Authority of the City of Santa Ana, its officers, agents, volunteers and employees shall be named as an additional insured via an additional insured endorsement. The additional insured endorsement, attached as Exhibit C, shall provide that the Consultant's insurance is primary to any insurance or self-insurance carried by the City as well as a separation of insured's clause. Automobile - Automobile insurance is required when the Consultant will be driving from one City site to another City site in a non -City vehicle. A $1,000,000.00 per occurrence policy for owned, hired and non -owned automobiles is required. Worker's Compensation — In accordance with the provisions of Section 3300 of the California Labor Code, any Consultant with employees must maintain employer's liability insurance with limits not less than $1,000,000,00 per accident. Worker's Compensation is not required for sole proprietors or a City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 5 partnership with no employees. However, these Consultants must complete a "Worker's Compensation Declaration." This form may be obtained from City staff. Professional Liability— Professional 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 faith 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 http://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 order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM OF 25 PAGES (excluding front and back covers). The page limitation includes all appendices, attachments and supplemental information. The following information is required: a) Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b) Organizational Background: A brief description of the consultant's firm, including the year the firm was established, type of organization (partnership, corporation, etc.), and a statement of the firm's qualifications for performing the subject consulting services. c) 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. Xi 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 for multi -family projects. • Conduct annual financial oversight of HOME Projects. Review Capital Needs Assessments. Attend City Council, Housing Authority, and/or Community Redevelopment and Housing Commission meetings, as needed. The Authority issues tax exempt mortgage revenue bonds for the purpose of developing or preserving affordable housing within the City. These bonds are considered "conduit" obligations. While the Authority issues the bonds, the project owner is always the borrower and has sole responsibility for repayment. There can be no recourse to either the Authority or the City. The Authority requires the services of highly qualified and experienced financial advisors to insure that these issuances are fiscally sound, that they protect the interests of both the City and the Authority, and that they meet all applicable requirements of Federal and State law. Of particular importance is the ability of the selected firm(s) to provide quality services at reasonable cost with the objective of protecting the Authority's and the City's interests and their affordable housing objectives through participation only in transactions which applicable standards of fiscal prudence. The services will include, but not be limited to, the following: Preparation of a feasibility analysis to determine whether it is economically advisable to proceed with any given bond issuance. The analysis will include but not be limited to an evaluation of the financial strength of the proposed project, including its projected income and expenses, an evaluation of any additional sources of security for the bonds in addition to the project that may be required or advisable, and an evaluation of the developer's financial condition and experience. • Identification, analysis and recommendations on all substantive matters pertinent to the proposed transaction, including advice in areas of industry -specific knowledge that may affect the financing and the interests of the City and the Authority. • Assessment of the optimal use of housing assistance programs and funding sources that may be available in connection with a particular bond financing. These may include but not be limited to HOME Program funds, Low Income Housing Tax Credits, other federal and state programs, and local programs such as the City's inclusionary housing funds that may be available. Assistance in preparation of legal documentation for the financing. Participation in all meetings prior to the bond issuance. Assistance in the preparation and presentation of reports on proposed financing to the City and the Authority. Assistance in review and decision -making with respect to issues that may arise after the issuance of the bonds and construction of the project. • Upon request, recommendations and advice regarding the City's and the Authority's policies and procedures relating to affordable housing. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 11 Continuing legal advice, as needed and requested, concerning any actions necessary to insure the continuing tax exempt status of the bonds, and to protect the interests of the City and the Authority. The City Attorney's Office will at all times serve as the City's and the Authority's own legal counsel in all matters respecting these tax exempt bonds. Bond counsel will be required to work with the City Attorney's Office in its conduct of these services. Payment of fees will require its approval. Responding firms are encouraged to review this Scope of Services, and to recommend any additions they might see as appropriate. City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 12 TO BE INCLUDED IN PROPOSAL EXHIBIT B CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSERS STATEMENT AND QUALIFICATION FEE SCHEDULE Certification - 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. LEGAL NAME OF COMPANY PHONE AND FAX NUMBER BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS I 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. 2MWA SIGNED AND PRINTED NAME TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 17 TO BE INCLUDED IN PROPOSAL EXHIBIT F CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 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. ©MM AND PRINTED 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 who appeared before me. day of 20 by , proved to me on the basis of satisfactory evidence to be the person(s) Notary Public Signature Notary Public Seal City of Santa Ana Community Development Agency Request for Qualifications — Affordable Housing Financial, Analytical and Advisory Services Page 20 EXHIBIT B PROPOSAL PROPOSAL Affordable Housing Financial, Analytical and Advisory Services I PSG BETTER COMMUNITIES. BOLDER FUTURES. RSG, INC. 17872 GILLETTE AVE, STE`350 -IRVINE,CA92614 WWW.WEBRSG.COM Tara Matthews (714) 316-2111 /tmatthews@webrsg.com - - TABLE OF CONTENTS ORGANIZATIONAL BACKGROUND...........................................................................................2 SCOPEOF SERVICES.....................................................................................................................3 FIRM AND PERSONNEL EXPERIENCE......................................................................................7 Qualifications...............................................................................................................................................................7 RSGTeam.......................................................................................................................................................................9 RELEVANTEXPERIENCE..............................................................................................................11 SUBCONSULTANTS.....................................................................................................................14 REFERENCES..................................................................................................................................14 FEESCHEDULE...............................................................................................................................Is EXHIBIT B - PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING ....................16 EXHIBIT C - ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITYPOLICY...........................................................................................................................17 EXHIBIT D - REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS)...... Is EXHIBIT E - PROPOSAL CONTRACT AND AGREEMENT - PROPOSERS STATEMENT .............................................................................................................................................................20 EXHIBIT F - PROPOSAL CONTRACT AND AGREEMENT - CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR..............................................................................21 EXHIBIT G - NON -COLLUSION AFFIDAVIT...........................................................................23 • RSG SITTER COMMUNITIES. dOtOM PUTUREE. September 21, 2021 17872 G.ILt ETr'E AV E. 714 841 45RS sun E Aso INroffi WESRSG.COM IRVINL GA. 0614 WEn R5Cr.COM Attention: Claudia Fernandez -Shaw, Housing ProgramsAnalyst City of Santa Ana 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 Via First -Class Mail STATEMENT OF QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES RSG, Inc. ("RSG") is pleased to present this statement of qualifications to the City of Santa Ana ("City") in response to its Request for Qualifications ("RFQ") for Affordable Housing Financial, Analytical, and Advisory Services released on September 7, 2021. RSG understands that the City administers a variety of programs for developing affordable housing funded by federal, state and local sources and desires to enhance its financial capabilities as a lender. RSG proposes to provide affordable housing financial, analytical and advisory services in the following areas outlined In Exhibit A: (1) General multi -family affordable housing financial, analytical and/or advisory services; (3) Inclusionary housing financial analysis and advisory services. For four decades, RSG has provided affordable housing, real estate finance, and economic development consulting services to public agencies and private investors in the community development process. RSG has assisted cities and counties throughout the state in developing single family ownership and multifamily rental projects and mixed -use developments leveraging multiple funding sources, including low income housing tax credits (LIHTC), or other federal, state, and local funding sources, such as HOME, ESG, CDBG, CaIHFA, MHP, AHP, NSP, HOPE VI, HUD Project Based Section 8, HUD 202/811, MHSA and affordable housing in -lieu fees, as well as other public financial assistance resources. In total, RSG has assisted in the development and occupancy of over 12,000 affordable and market rate units, including owner -occupied housing, multifamily rental apartments, and mobile home parks. RSG has assisted with, or undertaken on behalf of former redevelopment agencies, cities, counties, and housing authorities, every aspect of the development and administration of affordable housing programs and projects. We have substantial experience in formulating viable affordable housing implementation strategies, including technical reviews, financial deal structuring, developer negotiations, and implementation programs and projects using multiple local, state, and federal funding sources. We work closely with City staff to formulate precise, accurate, and project -specific solutions and analyses. I, Tara E. Matthews, declare that I am the only person interested in the proposal as principals are named herein; that the proposal is made without collusion with any other person, persons, company, or parties submitting a proposal; that it is In all respects fair and In good faith without collusion or fraud; and, that I, the signer of the proposal, have full authority to bind the proposer. Should you wish to discuss any of the information presented or have questions, please feel free to contact me. Sincerely, RSG, Inc. (J�,(", Tara E. Matthews "" "'` Principal IRVINE 0 BERKELEY 9 ViSTA 2 7*: ATk qVIATir►G_:G :fll ►� RSG is a creatively charged counterpart to over 90 California public agencies. Founded in 1979, the firm provides a wide array of affordable housing, financial, real estate and economic development consulting services to municipalities as well as public and private entities in California. For over 40 years, RSG has been recognized as a leading community development consulting firm providing value-added services to clients on a wide variety of engagements. Our core services encompass fiscal health, economic development, real estate, and housing. Our firm has a wide range of experience advising on and implementing affordable housing underwriting services, reviewing pro formas, negotiating with developers, crafting development strategies, projecting impacts and benefits, soliciting proposals, and making recommendations for sound financial policy. Our services range from identifying customized development strategies, property assembly needs, disposition alternatives, and evaluating financial feasibility, to managing project implementation, analyzing financing and executing a final disposition strategy. Through all this experience, RSG has earned a reputation as a trusted advisorto over 200 public agencies as well as private property owners, investors, and developers. RSG, Inc. is a California -based, Subchapter "So corporation. Ownership is divided among two shareholders and active principals: Jim Simon and Tara Matthews. Our corporate headquarters are in Irvine, with additional offices in Vista and Berkeley, California. RSG has a staff of 18 people, exclusive of sub -consultants for IT/IS, accounting and marketing/graphic design. We pride ourselves on our ability to allocate our time and resources to ensure projects are completed on time and within budget. OUR CULTURE We create an environment where all our employees are encouraged to collaborate. On a weekly basis, we conduct a roundtable where staff shares what they are working on and seeks input from others in the firm. When you hire one RSG employee, you get the entire firm's commitment to ensuring that your engagement is the best that it can be. We have a unique set of individuals that have all come together with the unifying vision of helping communities reach their goals and explore their potential. Our culture is the heartbeat of our organization. RSG dedicates a Principal to each project assignment and creates a central group of project managers and staff persons who work on the individual assignments on a consistent basis throughout all stages of the engagement. Our staff is focused, committed, and passionate about the work we do. We conduct our engagements with an attitude and professionalism that reflects our Core Values, and we are proud of it! OUR („'(] RE4ATIONSHIpS OPPORTUNITIES DETERMINATION I INVEST VALUE WISDOM VALUES Craft Sincere Only See Are Driven by rerestln Value the Wisdom Relationships opportunities Determination Ourselves of our Client Quality control at RSG is an ongoing activity comprised of a proactive staff mentoring and training regiment, as well as a defined set of tools that guide us through our contract engagements. RSG has developed a professional development program designed to bring all RSG staff members to a high level of professionalism. The Principals and senior staff are involved in a hands-on capacity throughout a project to ensure timely delivery and quality of all consulting services. We understand that it is critically important that RSG staff members stay engaged with external professional organizations and associations. We actively participate on various working groups to help influence legislation in the State of California and work towards creating new tools and solutions facing local government today. 3 SCOPE OF SERVICES The following section details our approach and methodology for the Scope of Work requested by the City. Financial Feasibility Analysis and Affordable/Market Rate Housing Finance Strategies: RSG staff would conduct a thorough review of developer project proformas to determine the reasonableness of estimated development costs, revenue assumptions and proposed financing structure, including, but not limited to, the potential for receiving Low Income Housing Tax Credits ("LIHTC"). More specifically, RSG staff will: • Review development costs, constraints, extraordinary issues, and financing sources (both equity and debt). RSG will scrutinize the developer's assumptions to ensure that the anticipated.costs, revenues, and operating and replacement reserves are realistic and not over/understated. Developer fees, deferred fees and long-term cash flow will also be reviewed to ensure that the prospective developer can remain solvent as operator throughout the duration of the affordability period. Additional detail on tasks involved with this review are presented below. o Costs (Uses) - Direct and indirect development costs will be examined to identify budget excesses or deficiencies based on third -party data sources and comparable project experience. RSG will evaluate proposed construction costs for the improvements based on data obtained for Marshall & Swift Valuation Services, and our recent comparable project experience, as well as the related "indirect" construction costs identified by each developer proposal. RSG would perform a residual land value analysis for comparison to market values for such land. Expenses will be reviewed for completeness to ensure they fairly reflect continuing needs. Additionally, if Capital Needs Assessment for the project is provided, RSG can review to ensure that costs are aligned with the improvements. o Rents - Proposed rents will be researched and confirmed to ensure that they comply with all program regulations. This will include a summary of the minimum and maximum rents that can be charged to tenants. The analysis will identify the financial implications associated with the application of the lesser of the California Health and Safety Code ("H&SC") or California Tax Credit Allocation Committee ("TCAC") rents for the project based on the proposed use of any Low and Moderate -Income Housing Asset Funds to assist the project pursuant to the requirements under Senate Bill 341. o Funding/Financing (Sources) - The financial capacity will be evaluated by examining the viability of the proposed capital stackto finance construction and permanent financing based on current market lending limitations and opportunities. Current requirements and availability of funds related to County Notices of Funding Availability ("NOFAs") (including County project -based vouchers and HOME funds), Affordable Housing Program ("AHP") and other potential financing sources will be reviewed to determine if all potential funding sources have been maximized to reduce the requested subsidy from the City. As applicable, RSG will examine each development proposal to ensure that they meet HOME, project -based voucher, and/or any other regulatory requirements. In cases where the restrictions conflict, RSG recommends that the most stringent requirement be followed. RSG can also prepare a subsidy layering analysis to ensure that federal funds are not over subsidizing the affordability of units. • Conduct a return on investment ("ROI") analysis based on a combination of RSG experience, research of comparable transactions in Orange county, and discrete consultations with lenders and investor representatives in our professional network. Y Utilizing the analyses from the above tasks, deliver a peer review pro forma analysis, consisting of a detailed construction and project phasing assessment, a phasing and post -stabilization 55-year operating forecast, and various measures of ROI based on the proposed developer's preferred disposition of the project once developed. This analysis will indicate if any potential gap financing is needed. 4 • RSG would be available for meetings and/or conference calls with City staff and developers. All meetings will be attended by either an RSG Principal or Associate. RSG can also assist with negotiating financial deal points to be included in any agreement between the selected developer and review or evaluate any alternate or subsequent developer pro forma revisions. HOME Subsidy Layering: Subsidy layering occurs when a project receives funds from more than one governmental source. Jurisdictions planning to combine HOME funds and other governmental funds for an affordable multi -family residential project must conduct an evaluation to demonstrate that the project will not receive more HOME funding than necessaryto provide affordable housing. RSG can prepare analysis that will comply with the published Housing and Urban Development ("HUD") Guidelines (CPD 98-1). HUD has prepared a HOME Multifamily Underwriting Evaluation Template (HOME Template) to assist jurisdictions in demonstrating that the project will not receive more HOME funds than necessary to provide affordable housing. The HOME Template is designed.to incorporate HOME Program requirements into the planning and analysis of the project as.well as accommodate the requirements of another affordable housing program. Site and neighborhood standards of 24 CFR 983.6(b) and 987.57(e) apply to new construction of rental housing, which places limiting conditions on building in areas of "minority concentration" and that are "racially mixed." RSG understands that if a Project falls within this category a Site and Neighborhood Standard Analysis will also be required. • RSG review includes Development & Operating Pro. Forma detailing: Review the developer's development pro forma to determine the reasonableness of estimated development costs, revenue assumptions and proposed financing structure, including, but not limited to, the potential for receiving HOME funds. A review as to whether the costs being funded by the HOME Program are eligible and the HOME funds per unit do not exceed the maximum per -unit subsidy limits. The HOME Program requires a review of rents, expenses, cash flows, and tax benefits. RSG will conduct an evaluation to determine whether the cash flow projections are reasonable given current economic conditions. • Project Evaluation: RSG will prepare a memorandum along with the completed HOME Template, detailing our findings and recommendations regarding the economic feasibility of the proposed development, as well as whether the total requested amount of HOME funding and other governmental assistance exceeds the amount necessary to make the project feasible due to the unreasonableness of the costs and/or projected rate of return. • Site and neighborhood standards Review: RSG will research and determine that the Project site is of adequate size, exposure, and contour to the proposed development, has adequate utilities, and not in an area of minority concentration. Our findings will be incorporated into the memorandum. Fiscal and Economic Impacts and Related Cash Flow Projections: RSG could provide the following analysis for proposed development projects, customized based on the details of each proposed development. Some of the details provided below are based on common preferences and could be customized for the City's preference at the time a deliverable is requested. • Forecast recurring City General Fund revenue impacts. RSG could prepare a 10-yearforecast of post - stabilization General Fund revenues directly attributed to a project. Direct revenues would be selected based on the proposed development and the City of Santa Ana's tax rates. Revenues could be calculated for the City. Projected revenues would be conservatively estimated and discounted to current dollars using a comparable municipal finance risk factor. Separately, in the case of proposed residential development, RSG could include an estimate of consumer spending In Santa Ana due to additional residents being added to the City. • . Forecast recurring City General Fund expenditures. Based on best practices for this type of an estimate, RSG could project the resulting additional demand on City services and their associated costs. For infill projects, additional costs are not expected to be particularly burdensome, but RSG would consider service thresholds that may be affected by incremental development. Generally, RSG will aim to approximate costs for key departments based on the proportional increase in residents and visitors and their impacts on the City's budget. Estimate other direct, indirect, and induced economic impacts. As desired by the City, RSG would use the most current IMPLAN dataset to forecast the total numbers of direct, indirect, and induced jobs, labor compensation, and/or local economic output in the City as a consequence of proposed development. Apply projected revenues and expenditures to cash flow forecasts. Either separately or in coordination with the financing portion of this Scope of Work, RSG could incorporate information gained on new projected revenues and expenditures from proposed developments to enhance.cash flow projections used for budgetary planning. Market Demand Analysis, Identifying Supportable Development Absorption Potential and Achievable Rents and. Prices: RSG would analyze, and could prepare a report to summarize, the market demand for different development types. That market demand analysis would help to identify supportable development, absorption potential, and achievable rents and prices. The market analysis could focus on certain land uses and would incorporate at least the following factors. • Demographic Study. RSG would evaluate local and regional residents, current conditions and trends. • Employment Trends. Employment and other economic trends drive investment into real estate. RSG would focus on compiling and synthesizing microeconomic activities and how these factors would influence desire for land uses. The market demand analysis would provide a framework for future demand of these uses. • Real Estate Market Conditions. In addition to demographic and workforce factors, local real estate market conditions and trends such as rents, prices, vacancies, and available supply will reflect the strength and direction of various land uses. RSG would incorporate these factors into the overall market analysis. Furthermore, any such analysis would take into consideration qualitative factors such as zoning, surrounding land uses, legal requirements related to housing, and different development checklist items (such as accessibility and visibility for retail use). • Summarize Findings. RSG would develop a summary of our findings for the various product types, as agreed upon by RSG and the City, and identify the quantity and positioning for new product to the extent supported by the analysis. At the conclusion of the market demand analysis, RSG would review findings with City staff and could present them in the format preferred by the City. Real Estate Analysis and Strategies: RSG is well respected by cities across the state to conduct market assessments and project feasibility analyses, site selection and evaluation, and pre -entitlement services. RSG is a recognized expert in analyzing the economics of projects such as residential single-family rehabilitation and mixed Income apartments, as well as commercial uses including retail stand-alone buildings, outlet centers, lifestyle centers, office towers, industrial condos, gas stations, ground leases, digital billboards, data centers and fulfillment complexes. We specialize in public -financing structures, helping communities know when it's reasonable to provide financial assistance and when a project's profitability meets current market yields. RSG is adept at preparing long range property management plans, disposition strategies, development programming studies and opinions of value and reuse strategies. • Asset Management. As a California Commercial broker (CaIBRE #01930929), RSG provides a variety of sales, leasing and. marketing services for public and private sector clients. RSG can lead negotiations on deal terms, manage the acquisition and escrow process, structure lease extensions, and correspond with residential or commercial tenants. We also provide relocation advisory services, serving as a relocation agent to several communities on such public projects. We are very busy helping our clients in the sale of hundreds of properties being disposed as part of the redevelopment dissolution process in California. • Preparation of Broker Opinion of Value. RSG will perform pricing and financial evaluations to identify the range of the indicated property value based on the most recent 3 to 5 year operating experience of the property, current comparable market conditions, and available financing alternatives. The financial evaluations would include preparation a pro forma analysis and 10-year operating cash flow projection to identify the reasonable achievable market capitalization rate and financial returns associated with the ongoing operation of the project subject to the affordable rent restrictions. The broker opinion of value will include both rent and sales comparable market data to identify the reasonableness of the pricing of the property in the surrounding market. RSG can also assist with the marketing and sale or purchase of real estate. RSG employs a licensed real estate broker and one real estate salespersons on staff. • Ground Lease Analysis. RSG would review ground leases in detail to understand and analyze the terms. We would circulate this review brief to the client for confirmation, as the summary would be included a final report. RSG will perform a multi -dimensional economic analysis of the ground lease to demonstrate the value of the current subject property and compare to the lessor's estimate. Our analysis would consider recent sales of similar real property and the terms and conditions of the ground lease. • Land Use Regulations and Development Rights. RSG is available and prepared to address property specific questions about zoning and land use restrictions, acceptable and encouraged uses for each property, and any other questions that may arise. RSG can assist the City and developers sort through code and legal requirements for compliance and review of development applications. For example, we have assisted both cities and developers implement affordable housing inclusionary policies, density bonuses, and reporting requirements. Fiscal Consultine: RSG staff would be available to assist the City with fiscal consulting services and tax increment projections. Annual bond disclosure reports would be prepared according to bond documents and individual disclosure requirements. In this capacity we would complete the following if required or requested: • Collect and analyze current parcel -by -parcel assessment roll data from the County Assessor's office. • Analyze assessed values and resale reassessments by land use category to discern specific changes in property values and project potential changes in assessed values. • Study delinquency data for the County and Project Areas to discern trends in receipts. • Collect and analyze data from City Planning and Building Departments regarding major construction. • Review compliance with the Dissolution Act and incorporate any material issues into our projections of estimated RPTTF funds available. • Evaluate pass through and other obligations to project repayment of debts that may be senior to any financing. • Prepare pass through subordination documentation and tables (if required). • Prepare a bond coverage table. • Prepare a 5-year historical assessed value and tax increment receipt table based on records from the County Auditor -Controller's office. • Prepare a top ten taxpayers analysis using the secured and unsecured assessment rolls. • Collect current data on assessment appeals for -the past five years, including obtaining any updates on any top ten taxpayer assessment appeals. • Prepare pledged revenue projections and financial (cash flow) forecasts. Staff Assistance and General As -Needed Services: RSG will advise and support staff as needed on affordable housing -related questions or issues as they arise. Affordable housing efforts are intricately linked to other fields such as real estate, finance, and economic development. We pride ourselves on being a trusted adviser to clients and are available to answer questions on a wide range of topics based on our broad experience. This includes performing analyses In relation to the City's Housing Opportunity Ordinance and inclusionary housing fund. RSG is available to attend and make presentations at any meetings as needed. 7 FIRM AND PERSONNEL EXPERIENCE QUALIFICATIONS At RSG, we believe housing is a basic human right and the foundation of a stable and successful community. We are passionate about creating opportunities for residents to live in housing they can afford, helping to provide the necessary platform to nurture and protect quality of life for all residents. RSG understands the critical role that housing and in particular, affordable housing, for all income levels plays. Without an adequate supply of affordable housing, communities are deprived of the opportunityto thrive and issues like homelessness, overcrowding, and economic decline can take hold. We see our role astechnicians, advisors, and extensions of staff to local governments and developers, sharing a common vision of producing and maintaining healthy and affordable housing in communities. As practitioners, we know firsthand that there is no one -size -fits -all solution to the State's housing crisis and are ready to dig in and help our clients find solutions that work best for them. RSG's housing clients have included cities, counties, housing successor agencies, housing authorities, and developers. We have experience working in coastal communities, major cities, urban areas, Central Valley agricultural communities, islands, and rural areas from Southern to Northern California. We are adept at brainstorming and developing strategies and programs, implementing and overseeing affordable housing programs and developments, performing complex affordable housing underwriting, identifying gap financing resources, and ensuring compliance with State and Federal guidelines. We are not only consultants in the field, but leaders in the industry as well. As active policy committee members of the San Diego Housing Federation and the Non -Profit Housing Association of Northern California, we give a voice to the challenges our clients and communities face in the State by influencing legislative initiatives. We collaborate with industry leaders, other consulting firms, and community stakeholders throughout the State to share local success stories, build capacity and broader successes in the State, and remove impediments to communities' ability to reach housing goals. Like you, we hope to solve the housing crisis in the State and live in communities where all populations are adequately served and housed. We know there is a ton of work to do and here at RSG we are ready to roll -up our sleeves up and get to it! Creating and Achieving Strategic Planning Goals Affordable housing can uplift and transform a community not onlythrough elevating residents' quality of life, but also, increasing diversity, improving neighboring property values, and attracting more businesses and jobs. Understanding community needs and the role strategic planning plays is a key step in advancing the development of affordable housing. RSG evaluates community needs by understanding State and Federal housing goals and requirements, evaluating local housing element goals and RHNA requirements, evaluating local market opportunities and constraints, assessing local community demand and demographics, and understanding local politics and staffing resources. RSG fully understands the nuances involved in developing both short- and long-term affordable housing. strategies and market studies. We help our clients identify appropriate development programming alternatives, explore policy implementation, and identify available financial and real property resources to help reach goals. We work closely with our clients to formulate precise, accurate, and project -specific solutions and analyses. Affordable Housing Underwriting and Gap Financing Resources Developing affordable housing is more of an art than a science and each project comes with its own unique issues to ensure that gap financing is secured. We work behind the scenes to help our clients navigate through the complex task of developing affordable housing. RSG advises on crafting appropriate development programs, including funding assistance strategies that balance the developer and community's interests. Development programming evaluations are performed to identify financially feasible opportunities and examine alternatives that will result in projects having long-term economic viability while fulfilling the 8 community's development goals and objectives. Based on our long-standing relationships with the State's community development field, we can identify and facilitate meetings with the affordable housing community to assist in project financing. RSG has experience with single-family ownership, multifamily rental apartments, and mixed -use development projects that leverage multiple funding sources, including housing asset funds (LMIHAF), State and federal low-income housing tax credits (LIHTC), and other local funding sources, such as HOME, CDBG, PHC, NSP, HOPE VI, MHP, AHP, and inclusionary housing in -lieu fees, as well as other resources. We guide our clients through the financing process to best leverage local public financial assistance. Real Estate Development Programming and Transaction Structuring Nothing substitutes for knowledge, creativity, and experience when negotiating agreements for affordable housing transactions. In-depth knowledge of applicable laws and regulations, including requirements under the Government Code and other State and federal real estate regulations, coupled with broad experience in preparing development agreements are essential to bringing a project to life. RSG has assisted clients in programming analyses, assembling sites, relocating residents, soliciting developer proposals, and negotiating and drafting disposition agreements. Our staff is well versed in navigating the landscape of real estate in the sphere of affordable housing and we possess the insight and expertise required to help our clients make informed decisions and execute transactions with certainty. Program Administration Affordable housing helps to support the physical, mental, and social well-being of residents and therefore, residents often look to their communities for local support to secure, maintain, and provide affordable housing. RSG is well versed in developing and facilitating affordable housing programs, having assisted many communities with establishing rehabilitation loan programs and first-time homebuyer programs. We work with our clients to tailor programs to the specific needs of the community and identify financial resources to fund such programs. We monitor and track available funding sources that could be resources to local communities to ensure that we always keep a pulse on the industry. Ourteam is proficient in working with lenders to ensure homebuyer eligibility and working collaboratively to execute loan documents. Our services span from program design to program Implementation. We work closely with our clients to help formulate programs and processes that best fit the overall housing needs of their communities. State and Federal Regulatory Compliance We understand that regulatory compliance and reporting is a critical aspect of a local government's housing responsibilities. Our redevelopment agency roots have positioned our team well to address regulatory compliance and reporting needs. Understanding this work can be burdensome, time-consuming, and complex for some communities, RSG works closely with our clients to ensure that all annual reporting for Housing Successor Agencies, Housing Authorities, and Cities is completed each year. As the State legislature continues to tighten up on local government housing production and compliance with annual reporting and regulatory compliance, it is imperative that reports accurately reflect community progress towards meeting housing goals. We have hands-on experience in the administration of public agencies' affordable housing activities for multi- family rental projects and homebuyer assistance programs. RSG ensures that program and project operations are consistent with an applicable bond or other applicable financing provisions, including oversight of a project's financial status, tenant income recertifications, and affordability requirements, together with annual compliance monitoring and regulatory reporting. We understand the importance of these reporting tools and assist our clients with getting into and maintaining compliance. We strive to have all of our clients audit -ready and off any State "naughty list"I Additional Housing Consulting Services 9 RSG is highly experienced in providing additional direct and indirect staffing and housing consulting services for the following: • Down Payment Assistance Programs • Relocation Assistance and Monitoring • Major and Minor Housing Rehabilitation Programs • Preparing Local, County, State, and Federal Reports • Rental Calculations, Income Limit Verification RSG has been in the affordable housing arena for over 40 years and intimately understands what it takes to see a project come to fruition and maintain affordability. Aside from our in-depth experience in multiple facets. of affordable housing, we see providing housing services as an opportunity to embrace, inspire, and.. create the changes so desperately needed and deserved in communities all across the State. To put it simply, we are passionate about affordable housing! RSG TEAM RSG dedicates a Principal to each project assignment and creates a core group of project managers and staff who work on the individual assignments on a consistent basis throughout all stages of the contract engagement. Our staff is focused, committed, and passionate about the work we do. We conduct our engagements around our Core Values and are proud of it. We pride ourselves on our ability to appropriately allocate our time and resources to ensure that a project is completed on time and within budget. This engagement will be led by Tara Matthews, Principal -in -Charge. Ms. Matthews would be assisted by RSG staff members Lynn Kelly -Lehner, Director, Dominique Clark and Greg Smith, Senior Associates, Brandon Fender, Associate, Kyle Westra, Rebecca Riddle, and Wesley Smith, Analysts, and Samantha Wu Rose, Research Assistant. Additional RSG staff may be assigned as needed. Tara Matthews, Principal, has been primarily responsible for managing RSG's housing engagements during the last 12 years. Tara is a respected housing expert with more than 17 years of experience focused primarily on all aspects of affordable housing. Tara is a San Diego Housing Federation Policy Committee member and has been a speaker at the annual San Diego Housing. Federation conference. She received a BS in Earth Sciences at the University of California, Santa Cruz, and a Certificate in Urban Planning and Development from the University of California, San Diego. Her recent experience includes conducting affordable housing underwriting and technical reviews for the County of San Diego, for multiple projects including a variety of funding sources such as NPLH, VASH, PBV, HOME, and LIHTC. Analysis also included reviewing developer capacity and evaluating refinancing requests as needed. Tara also provided multiple affordable housing services to the County of Orange, including underwriting and subsidy layering analyses, annual reporting and compliance, and updates to policies and procedures for the HOME, ESG, CoC, and CDBG programs. Lynn Kelly -Lehner, Director, earned a BA in Economics and Political Science from the University of Delaware and.a Master of Public Policy (MPP) from the University of Southern California. Lynn has also completed extensive professional training, organized multiple professional conferences, and authored many articles for professional organizations. Dominique Clark, Senior Associate, regularly conducts housing market analyses and prepares development pro formas, including for the Agoura Hills impact fee study and the Los Angeles density bonus analyses. Dominique shares her knowledge and proficiency in municipal finance, economic development policy analysis, and real estate to advance client and community objectives. She earned a BA in Sociology from Wheaton College and a Master of Public Policy (MPP) from the University of Southern California. Greg Smith, Senior Associate, received a BS in Business with an emphasis in marketing from the University of Southern California. Following his career in multifamily and commercial real estate he took his skills and developed a background in the affordable housing industry. His affordable housing experience includes both 9%and 4% LIHTC transactions in ground -up development and acquisition/rehab. He has a significant amount 10 of experience working with various gap financing sources, including HAP Contracts, AHSC, VHHP, IIG, and other local city and county sources. Brandon Fender, Associate, attended the University of California, Irvine where he earned a BA in Social Ecology. As a member of numerous project teams, Brandon gained experience in housing administration, economic and market analyses, housing construction and development, municipal finance, and development feasibility. Kyle Westra, Analyst, has a background in housing and economic development research and planning. Kyle has engaged in compliance monitoring, physical inspections, and file audits for affordable housing developments. He holds a Bachelor's Degree in Economics from Saint John's University in Minnesota along with a Minor in Political Science, Rebecca Riddle, Analyst, holds a BA in Criminology and Justice Studies from California State University San Marcos as well as a MS in Criminal Justice and Criminology from San Diego State University. She prepared and sent desk monitoring notices to affordable properties with Orange County Community Resources and conducted data analysis of affordable. housing projects, identified findings, and coordinated corrections in order to request compliance materials and ensure the properties compliance with the affordable housing requirements. Wesley Smith, Analyst, holds a Bachelor's Degree in Political Science from the University of Hawai'i at Manoa, and a Master's Degree in Public Policy from USC. He has performed cost -benefit analyses of public finances, rent affordability analyses, and best practice assessments of workforce development policies. Wesley has also drafted the analysis and report on the economic impacts of various residential developments in the City of Santa Ana. Samantha Wu Rose, Research Assistant, has recently provided research assistance to support the relocation of residents from a mobile home park in Carson to ensure that residents found suitable and affordable housing options. She holds a BA in Urban Planning and Sustainable Development from Western Washington University's accredited planning program. 11 RELEVANT EXPERIENCE As requested in the RFQ, the following lists RSG's recently completed services, similar to that identified in the RFQ, that we believe provide an overview of the services we are capable of offering. Affordable Housing Services — San Diego County RSG serves as the primary consultant for the County of San Diego Health & Human Services Agency, Housing and Community Development Services. Since 2016, RSG has provided the County with the following services: • Accessory Dwelling Unit (ADU) Subsidy Program — RSG researched existing ADU programs to identify requirements, determine outcomes and overall success of the program, identify how the program is funded, and develop best practices. Based on the information gathered, RSG determined if there was demand for the Program and then researched and analyzed ADU construction trends to assist the County in determining the financial feasibility of ADU product types. RSG prepared a detailed comprehensive report based on the collective research completed. The report provided RSG's recommendations on the parameters, guidelines, and. supporting analysis for the design of the Program. • Underwriting— RSG has conducted the underwriting and complete technical evaluations of multiple development proposals for affordable housing projects located throughout San Diego County. In this capacity, RSG has provided services including: o Developer Reviews — San Diego County retained RSG to review and evaluate responses to multiple NOFAs that the County issued regarding funding available for eligible affordable housing projects. This engagement capitalizes on our experience with the HOME Investment Partnerships Program, Section 8 Rental Assistance Project -Based Vouchers (PBVs), and Project -Based Veterans Affairs Supportive Housing (VASH) Vouchers. For each project, RSG thoroughly reviews the developer's pro forma, including construction cost estimates, proposed sources and uses of funding, Income and expense assumptions, and cash flow projections. o Subsidy Layering Analyses — For each application, RSG performs a subsidy layering analysis to determine the project's compliance with the strictest requirements of the various proposed funding sources. For projects proposed to be funded with TCAC funding, RSG estimates the project's competitiveness for tax credit funding. o Memorandums — For each development proposal we review, RSG provides the County a memo providing our recommendation regarding the amount of County funding warranted for the project and a summary of the strengths and weakness of the project. Our memo also details the developer's major pro forma assumptions and whether each assumption complies with County requirements and TCAC Guidelines (If applicable). • Ramona Market Study — RSG evaluated a site located in the Ramona community plan area to determine whether it was suitable for the development of an affordable senior group home. RSG conducted a site assessment to identify the parameters by which an affordable senior group home could be developed on the site, as well as a market assessment to determine the level of local demand for this type of development. Based on our site assessment and market assessment, RSG found the property suitable for an affordable senior group housing development. RSG estimated that the property could be developed with up to 245 living units, a 60,000-square foot senior center, and a parking lot of about 245 spaces. Based on RSG's assessment, the County moved forward with issuing an RFP to select a developer for the project. o The services provided to the County of San Diego have given RSG experience in evaluating both market studies and technical underwriting for low-income housing tax credit projects. We evaluate and help to substantiate market conditions for projects that are requesting funding from the County. • Homekey Review— RSG assisted the County with review of a developer's proposal to acquire a hotel for conversion into housing. The developer proposed to partially fund the Project with HCD Homekey Program funding, as well as County funding. RSG reviewed the developer's pro forma and provided 12 the County a memo detailing our recommendation regard ingthe County funding request. The memo also summarized strengths and weaknesses of the project and our review of the pro forma assumptions. RSG highlighted potential changes to the pro forma that could increase the project's financial feasibility and result in less County funding needed. • Developer Capacity Evaluation — RSG performed analyses indicating the feasibility of potential projects, highlighting whether any gap financing is needed. RSG also scrutinized the developer's assumptions to ensurethat the anticipated costs, revenues, and operating and replacement reserves were realistic and not over/understated. This included a detailed look at developerfees and deferred fees. Additionally, RSG prepared a long-term cash flow to ensure that prospective developers could remain solvent as an operator throughout the duration of the affordability period. RSG, delivered a peer review pro forma analysis, consisting of detailed construction and project phasing assessment, a phasing and post -stabilization 55-year operating forecast, and various measures of return on investment based on the proposed developer's preferred disposition of the project once developed. Housing, Real Estate, and Economic Development Consulting Services —City of South Gate Housing Authority RSG has worked with the City of South Gate Housing Authority since 2014. Since this time, we have assisted the City on a number of engagements including: • 9001-15 Long Beach Boulevard — RSG provided project feasibility and financial advisory services to the Housing Authority for the redevelopment of this property with Habitat for Humanity. Because of the unique nature of the ownership, RSG facilitated the creation of an ENA with Habitat that provides a framework for a combination of a mixed ownership and rental project to be operated by Habitat that fulfills a wide range of affordability, including the typically difficult to produce extremely low rental market. • 9019 Long Beach Boulevard — RSG provided site acquisition and relocation services to the Housing Authority who is currently in the process of assembling this property for a potential second phase for the project at 9001-15 Long Beach Boulevard. As part of this, RSG evaluated marked conditions, available financing, and corresponding restrictions for the larger project. RSG's role includes coordinating due diligence, including solicitation of environmental consultants, review of Phase II inspection reports, and advisory services to the client regarding their findings. Negotiations are ongoing with the seller due to elevated lead contamination discovered on the site. • Inclusionary Housing — As part of the City Council's desire to address the threat of gentrification with redevelopment in the community, RSG was asked to evaluate and present options for an inclusionary housing policy for consideration by the City. RSG conducted a review of fee levels in surrounding LA County communities, provided a policy framework to guide the rationale for an ordinance in the City, and provided informational briefings to the City Councilmembers. In June 2019, the City Council directed staff and RSG to prepare an ordinance and fee for consideration. • Grant Application Assistance — RSG prepared the SB 2 Planning Grant for the City of South Gate, which sought to fund and/or reimburse various programmatic and procedural changes at the City to help expedite the production of all types of housing. Working closely with staff, RSG identified eligible projects and potential uses that required a nexus finding that RSG documented. The City was awarded funding for the grant earlier this year and has requested RSG's services to assist with applying for the program's year 2 funding, the Permanent Local Housing Allocation Grant. RSG continues to work with City staff on completing the grant application for submission in late July. • Annual Reporting — RSG prepares the annual Housing Successor Agency expenditure report and the Housing Authority Annual Report for South Gate (as well as several other RSG clients). As part of this work, RSG is proactive to engage our clients in the identification of issues and opportunities for investment to maximize the use of these resources. • Lease Negotiations — The City, as housing successor, owns a commercial building on Tweedy Boulevard as an interim use following the dissolution of redevelopment. After the City recognized that a long-term plan for disposition or redevelopment is needed for the site, RSG assisted the City 13 extend the timeframe to dispose the property and negotiated a new lease agreement with the current market tenant with a final termination and exit to allow time for disposition of the site, Housing Program Administrative Services —City of Murrieta Murrieta's Housing Authority originally retained RSG's services in 2015 for Housing Program Administrative Services. Since then, we have worked on a variety of engagements including: • Annual Reporting— RSG prepares the annual Housing Successor Agency expenditure report, Housing Element Annual Progress Report, and the Housing Authority Annual Report for the City (as well as several other RSG clients). As part of this work, RSG identified opportunities to leverage funds and housing properties for affordable housing development in the community. Additionally, our report findings included the necessity for the City to adopt the five-year extension set forth under HSC regulations that provides the Housing Authority an extended deadline to develop land obtained through the transfer of housing assets from the former redevelopment agency for affordable housing orsell it within five years. Utilization of the deadline will allow the City to remain compliant with.HSC guidelines while they move forward with development activities. • Property Disposition Strategy— RSG crafted a strategy for the disposition or development of the Housing Authority's land assets to meet the extended deadline. RSG evaluated site and community characteristics, market feasibility, and the City's goals and resources, among other factors. Based on RSG's analysis and recommendations, the Housing Authority is proceeding with the sale .of two properties and plans to use the proceeds to help develop a third property. The Housing Authority continues to employ RSG to advise on the sale process and to prepare the RFP for property development. • Property Disposition Development —The Housing Authority currently employs RSG to advise on the sale process and affordable housing developer selection for property development. In this capacity, RSG has assisted with the preparation of offering memorandums outlining the client's criteria and desired terms for purposes of dissemination to third parties (developers, interested parties, and any other parties) for the properties. The OM sets forth the process for reviewing offers and selecting potential buyers and provides links to information to encourage buyers to consider making offers. RSG has also assisted staff with the preparation of an RFP notifying affordable housing developers of available project funding and properties and selecting a qualified developer. • Monte Vista Resyndication — RSG was retained to evaluate the Developer's request for the Housing Authority to take certain actions to aid in the project refinancing and rehabilitation of the Monte Vista I affordable housing project and to identify potential considerations for the Authority based on existing controlling documents. RSG reviewed both regulatory agreements for the property and lease terms and provided a summary of the terms of the lease with asset strategies aimed to further maximize the benefit to the Housing Authority. RSG then prepared a summary memorandum detailing the programming and feasibility analysis, including a recommendation based on our professional experience, that staff could consider in preparing a strategy recommendation to the Housing Authority. Our summary memorandum detailed the pros and cons of the various development alternatives and provided a recommendation that helped the Housing Authority achieve its goals while meeting legal requirements. • Compliance Monitoring— RSG currently provides compliance monitoring services for both rental and home ownership units. For rental units, we certify that the income eligibility and rent verification comply with funding source legal requirements. For home ownership units, we verify occupancy and primary residency. RSG also provided financial audit services to ensure compliance pursuant to related affordable housing agreements and loan documentation with the audits focusing primarily on the review of financial statements and the creation of a cash flow analysis to determine residual receipt revenue for each project. Additionally, we assist with evaluating project refinancing along with any property resale eligibility restrictions and title clearance issues. 14 SUB CONSULTANTS Not applicable. REFERENCES Please see Exhibit D - References and Relevant Work History for RSG's list of.references comprised of a listing of work similar to that identified in the RFQ. 15 FEE SCHEDULE RSG proposes to provide the tasks described in the Scope of Services on a time -and -materials basis not to exceed $16,820. The timeframe for the completion of a subsidy layering analysis for an affordable multi- family project is approximately 6-8 weeks. The services would be provided per the terms and conditions of a consulting services agreement. A detailed billing will be submitted monthly for payment. The Scope of Services will be billed on a time -and -materials basis at the following hourly rates: Hourly Billing Rates Principal / Director - $ 275 Senior Associate $20o Associate $ 185 Senior Analyst $ 150 Analyst $ 135 Research Assistant $ 125 Technician $ 80 Clerical $ 60 Reimbursable Expenses Cost plus 10% RSG does not charge clients for travel or mileage (except direct costs related to field work/surveys), parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs, and teleconferencing services. We also charge for copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge. RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate. 16 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. RSG, Inc. Phone: (714) 541-4585 Fax: (714) 316-2199 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER _ 17872 Gillette Ave., Suite 350, Irvine, CA 92614 BUSINESS ADDRESS Tara E. Matthews Principal 9/17/2021 ADDRESS City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 13 17 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 Sentinel Insurance Company, LTD This endorsement modifies such insurance as is afforded by the provisions of Policy # 72SBAAQ7019 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 1/01/2021 Policy # 72SBAAQ7019 Issued to RSG, Inc. , this endorsement form as part of Name Insured Countersigned by: _!�� /eo6a4&&a P 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 Me EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR AFFORDABLE HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES (RFQ) List and describe the contracts performed by your firm which demonstrate your ability to provide the services included in the scope of services. Attach additional pages if required for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: San Diego County Address: 3989 Ruffin Road Contract Individual Phone Number: San Diego, CA 92123 Facsimile Number: Contract Amount: $525,000+ and ongoing Year: Description of services provided: Felipe Murillo, Housing Analyst (858)694-4807 . 2016—Current Please see the full description of Affordable Housing Services for the County of San Diego starting on page 11 in the Relevant Experience section of the SOQ. Reference No. 2 Customer Name: Address: City of South Gate Housing Authority Contract Individual: 8650 California Avenue Phone Number: South Gate, CA 90280 Facsimile Number: Contract Amount: $120,000+ and ongoing Year: Description of services provided: Erika Soriano, Administrative Services Coordinator (323) 563-9529 2014—Current Please see the full description of Housing, Real Estate, and Economic Development Consulting Services for the City of South Gate Housing Authority starting on page 12 in the Relevant Experience section of the SOQ. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 15 19 Reference No. 3 Customer Name: Address: City of Murrieta Contract Individual: 1 Town Square Jarrett Ramaiya, City Planner Phone Number: (951) 461-6437 Murrieta, CA 92562 Facsimile Number: Contract Amount: $300,000+ and ongoing Year: 2015—Current Description of services provided: Please see the full description of Housing Program Administrative Services for the City of Murrieta starting on page 13 in the Relevant Experience section of the SOQ. City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 16 20 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 Cit '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. RSG, Inc. Pincipal 9/17/2021 TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications -Affordable Housing Financial, Analytical and Advisory Services Page 17 21 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 othersanctions 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 22 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. 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 pursuantto 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. RSG, Inc. FIRM Tara E. Matthews ANU F'KIN I LU Principal 9/17/2021 DATE ` City of Santa Ana Community Development Agency Request for Qualifications —Affordable Housing Financial, Analytical and Advisory Services Page 19 23 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 j c Q 7 Subscribed and sworn to (or affirmed) before me on this I day of�20 _2 by .aL E_ Pik proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. ti" �'"" """ 'RAVIS H'" BSONN COMM, N2388098 NOTARY PUBLIC-CALIFORNIA �bSAN MEW COUNTY (' " .. My Commimlon Explms 714 ----,� AUGUST 12, 2026 Notary Public Signature notary u II City of Santa Ana Community Development Agency Request for Qualifications— Affordable Housing Financial, Analytical and Advisory Services Page 20 CaWornia Jurat 2015 Compliant A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Sq it Subscribed and sworn to (or affirmed) before me on this ) 7 day of SC'�YeM&e—Y 20_2 (, by , I Cf trot )" 7 �t T �� W -S proved to me on the basis of satisfactory evidence to be the person;afwho appeared before me. Signature _ 'g t TRAVIS HOBSON COMM. X236WN LIC•CALIFORNIA �r BAN OIEGO COUNTY 1 Mr conwnWon Expim AUGUST 12. 2o2s OP'iiONAL INFORMATION (Seal) Law does not require the information below. This information could oe of great value to any person(s) relying on this document and could prevent fraudulent and/or the reattachment of this document to an unauthorized document(s) DESCRIPTION OF ATTACHED DOCUMENT / + C j.H O 4 /n,� Title or Type of Document: ` o Y a j I G T r t S Jq h} AA "L Document Date: S c P" /'�1 2- 0.2-) Number of Pages: _ 7-0 Signer(s) if Different Than Above Other Information: CAPACITY(IES) CLAIMED BY SIGNER(S) Signer's Name(s): _ • Individual ❑ Corporate Officer ❑ Partner ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian/Conservator ❑ Other: SIGNER IS REPRESENTING: 0 Name of Person(s) or Entity(ies): ��2Oi5 tiotar, Puhlic Ser+.�inara vn�•�c.no?nr}puUlicatminars.cum Tori Pierson oa; 2021.111211r,6: °.oaQo. ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/1YYY) 10/25/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE 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 endorsement(s). PRODUCER CONTACT Erica Homada NAME: y The Empire Company PHONE FAX FA Ext: No 550 North Park Center Drive nooa4ss: ehornaday@empire-co.com Suite 205 INSURER(S)AFFORDING COVERAGE NAIC# Santa Ana CA 92705 INSURERA: Sentinel Insurance Company, LTD 11000 INSURED INSURER B: Trumbull Insurance Company 27120 RSG, Inc. INSURERC: Argonaut Insurance Company 19801 17872 Gillette Ave., Suite 350 INSURER D: INSURER E Irvine CA 92614 INSURER F: COVERAGES CERTIFICATE NUMBER: 2122 2nd Updt REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSft LTR TYPE OF INSURANCE ADOL INSD SUBR MO POLICY NUMBER POLICY EFF MMIDD POLICY MIR MM/DD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 19 OCCUR EACH OCCURRENCE $ 1,000,000 PREMISES Ea occunence $ 1,000,000 MEDEXP(Any one Person) $ 10,000 PERSONAL aADV INJURY $ 1,000,000 A 72SBAAQ7019 01/01/2021 01/01/'2022 GEN'LAGGREGATE UMfTAPPUES PER: X POLICY ElJECT ❑ LOC GENERALAGGREGATE $ 2,000,000 PRODUCTS-COMPIOPAGG$ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLELIMIT Ea accident $ 1,000,000 BODILY INJURY (Par person) $ ANYAUTO A OWNED SCHEOULED AUTOS ONLY AUTOS 72SBAA07019 01/01/2021 01/01/2022 BODILY INJURY Per eccitlent ( ) $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X PROPERTY DAMAGE Per accident $ $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE 72SBAAQ7019 01/01/2021 01/01/2022 AGGREGATE $ 2,000,000 DEO I X1 RETENTION $ 10.000 $ B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED9 IMandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 72WECVK8727 01/01l2021 01/01/2022 PER OTH- X BTATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POUCV LIMIT $ 1,000,000 Errors & Omissions LIMIT 2,000,000 C Claims Made 121MPL0187514-01 03/01/2021 03/01/2022 DEDUCTIBLE 10,000 DESCM"ON OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE: RFO No. 21-107 Affordable Housing Financial, Analytical And Advisory Services. City of Santa Ana, its agents, officers, officials, employees, and volunteers are named as additional 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 non-contributory under the General Liability, where required by written contract, per form (SS 4171 1219) and (SS 00 08 04 05). Completed Operations additional insured applies per form (SS 41 71 1219). General Liability is Primary and Non -Contributory per farm (SS 00 OB 04 05). Auto liabiity additional insured per form SSO4380909 attached. General Liability and Worker's Compensation Waiver of Subrogation performs (SS 00 08 04 05) and (WC 04 03 06). City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana ACORD 25 (2016103) 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 CA 92702 I '^,V<. RiskManBmrnt IXWan tl ©1988-2015 ACORD COR The ACORD name and logo are registered marks of ACORD lore Pmwa,r Ruk hLv,aRemnn Umral Ntle POLICY NUMBER: 72 SBA AQ7019 e THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM 6Y9;L�1l1 Ir- Name Of Additional Insured Person(s) Or Organization(s): SEE OVERFLOW FORM IH1200 Location(s) Of Covered Operations: SEE OVERFLOW FORM IH1200 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section C. — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Form SS 41 70 06 11 Wit0i"°°" Process Date: 10/14/20 Policy Expirat © 2011, The Hartford ___ . Ri "N (Includes copyrighted material of Insurance Services Office, Inc., with its per POLICY NUMBER :72 SBA AQ7019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM rlr14A Name Of Additional Insured Person(s) Or Organization(s): SEE OVERFLOW FORM IH1200 Location And Description Of Completed Operations: SEE OVERFLOW FORM IH1200 Section C. — Who Is An Insured is amended to include the following: a. The person(s) or organization(s) shown in the Schedule on the Declarations is also an additional insured, but only with respect to liability for 'bodily injury" or "property damage" caused, in whole or in part, by "your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in 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 and 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, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; Form SS 41 71 12 19 Process Date:10/14/20 (2) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (4) Monitoring, sampling, or testing service necessary to perform any of the services included in (1), (2) or (3) above; (5) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in (1), (2) or (3) above; c. The insurance afforded to these additional insureds only applies to the extent permitted by law. KAM.4g „ dDnxw„ is Ren[u+ED6 MPRov®Br: Policy Exl '( It 7o.<P !t"k Marvg<,mrt Clmol Nde © 2019, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) POLICY NUMBER: 72 SBA AQ7019 t� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS SS4171 - COMPLETED OPERATIONS SCHEDULED PERSON OR ORGANIZATION CITY OF CORONA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEERS 400 S. VICENTIA AVE. CORONA, CA 92882 LOC 001, BLDG 001 CITY OF SANTA ANA - RISK MANAGEMENT DIVISION 20 CIVIC CENTER PLAZA SANTA ANA, CA 92702 DESCRIPTION OF COMPLETED OPERATIONS CONSULTING NUMBER OF JOB LOCATIONS 1 Rbk Alogonmt Diuidm Reneym6AsvxwmBr Form IH 12 00 11 85 T SEQ. NO. 005 Printed in U.S.A. Page 001 8j ' Tau;D&vsx Process Date: 10/22/21 Expiration Date: 01/( Policy Number: 72SHAAQ7019 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 S. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 a�k M.,gtDw �n[vrm6ArexcaID Bv: Form SS 00 08 04 05 7ou P&U'm, r+�xm.,nagr„tn uPiuiadr r� BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what Is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "We", "us" and "our' refer to the 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 (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; 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: (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: Form SS 00 08 04 05 © 2005, The Hartford (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; wu &A o REvnav+Ro 6 APPROJm BY: 1 f■_I I: 111 %au (�%riT:aa Rash Mar,a9enm[beri`alhsie 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 reduce the limits of insurance. 2ul, hLv,ag<nm,ClaialNtle 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 indemnitee; (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: (1) 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"; (ill) 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 (I!) Conduct and control the defense of the indemnitee in such "suit". 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 "personal and advertising injury" that the insured would have in the absence of The rnnfma t nr agreerrw wrro� Re"Ewvasn 6 Arrxw® Br. 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: (1) Liability to such party for, or for the cost of, that parry'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 fumishing 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 Page 4 of 24 (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; (il) "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 occupied by, or rented or loaned to, any Insured, other than that additional insured: or Rid,A4nA aa9, �nEweoa ArcrswmBY: Ue,ieilAol 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: (1) 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 (a) 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. Rik M..9e tDNW. kt-v m6An 8v. R¢Ia ManagenmKlmeal Aitle 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; w.k M.,.9 a1 D a rRme &A� Or. 2ul,M,uga.m, 0-1 Adtl 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 accidental physical injury to "your product" or "vour work" after it has been put to its it 1 autMgr u� IZEMe &APPROVm Br: 2nl<M1Mn BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property", if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use anthers "advertising idea" In your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, In your "advertisement". of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or Page 8 of 24 (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of anther's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead anthers potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (1) Your web site; or (11) The presentation or functionality of an "advertisement" nr nther con' RLk Mv%.[ DM n13inedm 6 AerRwFn By; s %uP o' Ruk Nn,vgenm,OnialPode 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: Form SS 00 08 04 05 (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". t. Violation Of Statutes That Govern E- Malls, 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. - Liability And Medical Expenses Limits Of Insurance. Ri.k Moug.10Fd Reny 6 /1vrR By: ?au Pam. „ R,slrhNni9enm, Unical Aitle 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. C. WHO IS AN INSURED 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 arean 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 provide such services. (2) "Property damage" to property: (a) Owned, Ra.M.Mr.ro REbnEWED 6 AvvRwED Bv: %iC �rciJa([ �� Rrsk M1UnagenmtUnir.,lhtle 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 quality 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 organization(s) identified in Paragraphs a. through f, below are additional Insureds when you wrio� RENEWED6Awaw®Bv: M,N M1la,ugenm, Oer ul Pi[le BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (a) 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 inconnection additional insured under this provision if such with the sale of the person or organization is included as an product; 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 or sold in the regular course of the vendor's acting on its behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (I!) 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 in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" 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, and then repackaged in the original container; w.kwnru _ REVIE 6MPRO &C 7"u P,wm Page 12 of 24 auRM—gennn 0-1 Ade BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, 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: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (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. Form SS 00 08 04 05 e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage' included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e, above, 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: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (1) The written contract or written agreement requires you to provide such coverage to such additional insured; and (11) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architecture' -- -- - services,ini Rdra RenE 6Apnq Br: Ruk M1U ge—ii 0-1 Aide 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 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. 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 WIII 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 be a part of and not in addition to the Limits of Insurance shown in the Declarations am' rk+" c—ri^^ Rid tD� R"I, M1fana9enmtClnial AiAe BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Gf Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional Insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other Information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that 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. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional incnreri is a nnlitiral subdivision c fk "r 'nlane 6PV"Ra/rn r %ou �(Y1JOR 2uk M1N,w,e 0__(Ade BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this Insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit' asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimants legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit' is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other Insurance by the method described in c. below. b. Excess insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to EXchiginn k_ of .Q"Ortlnn A — Coverages. wdnv�io� ReneaID6APPRw®av: t'�Ii`�S %u 2%rta. ou Frsk hL,v9enmtUeric.il Aitle 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 insurer's 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 rights of recovery against such person or organization in a contract, agreement or prior to the InjurRiA M"'i°^ 6 70,c ;arcraau 2"k Ma,ugei.me Clni W Piele 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 ads 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 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the ste shown in the DE RIAM..giae� I w: Ren[ 6AvrRw®av: ?duP&t ,O., Page 18 of 24 R"R0R 1wd, 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, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; 2 "u or "property (1Bodil in try p e dama ga (g) Products which, after distribution included d in the "product -completed or sale by you, have been labeled operations" hazard. or relabeled or used as a 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 "bodily Subparagraphs (d) or (f); or provides coverage for injury" or "property damage" included within the (11) Such inspections, "products -completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes 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 own, maintain or control Instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Remy Eo 6AvrNwmav: Form SS 00 08 04 05 n:kma„�ge,miaaiwanr BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products -completed operations hazard". n a. The design, printed material, information b. With respect to the Insurance afforded to or images contained in, on or upon the or labeling of an packaging 9 Y goods or these additional insureds, this insurance products; or does not apply to"bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, Including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co -Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" moans- Ru41N.rug.t]D isnn .. BEwen a Avvnwm B.: Page 20 of 24 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: (1) Goods or products made or sold by you 12. "Insured contract" means: in the territory described in a. above; a. A contract for a lease of premises. (2) The activities of a person whose home However, that portion of the contract for a is in the territory described in a. ease of premises that indemnifies any above, but is away for a short time on person or organization for damage by fire, your business; or lightning or explosion to premises while rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a "suit" including an easement or license on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker", damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. it incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paraaraph f. does not include deficient, inadequate or dangerous; or that part of any Rio, r D� I- RenE &ArPRw®By: Form SS 00 08 04 05 u)k 7eu �iczao e Ris, Nnagenn„U , A tle 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; w.k w+W�af o� 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 arses 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" means a person who a. Is not your "emp ItietM&A" Ohid l '_ RenEvan6 Mrxw®B, Y111 ��' am,rna�g""m,orn�.na"r 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 Page 24 of 24 �. ":r Hen ErvfrID6APaRWmBr: 1`l, R¢Ia NNrugenmr ClmulAitle THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NON -OWNED AUTO This endorsement modifies insurance provided under the following: This coverage is subject BUSINESS LIABILITY expressly modified herein: A. Amended Coverage: BUSINESS LIABILITY COVERAGE FORM to all provisions in the COVERAGE FORM not Coverage is extended to "bodily injury" and "property damage" arising out of the use of a "hired auto" and "non -owned auto". B. Paragraph B. EXCLUSIONS is amended as follows: 1. Exclusion g. Aircraft, Auto or Watercraft does not apply to a "hired auto" or a "non -owned auto". 2. Exclusion e. Employers Liability does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". 3. Exclusion f. Pollution is replaced by the following: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto" (2) Otherwise in the course of transit by or on behalf of the "insured'; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto". b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto'; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (2) The "bodily injury" and "property damage" does not arise out of the operation of any equipment listed in paragraphs 15.b. and 15.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and RiJi Mavgcmmt DiW"'ai Re�nEv�o6AvvRwmBr. a It 76u Pao" Form SS 04 38 09 09 a"xca �cmn a" a r © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage as a result of the maintenance or use of a covered "auto". D. 4. With respect to this coverage, the following additional exclusions apply: a. Fellow employee Coverage does not apply to "bodily injury" to any fellow "employee" of the "insured" arising out of the operation of an "auto" owned by the "insured" in the course of the fellow "employee's" employment. b. Care, custody or control Coverage does not apply to "property damage" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. C. With respect to "hired auto" and "non -owned auto" coverage, Paragraph C. WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a. You. b. Your "employee" while using with your permission: (1) An "auto" you hire or borrow; or (2) An "auto" you don't own, hire or borrow in your business or personal affairs; or (3) An "auto" hired or rented by your "employee" on your behalf and at your direction. c. Anyone else while using a "hired auto" or "non - owned auto" with your permission except: (1) The owner or anyone else from whom you hire or borrow an "auto". (2) Someone using an auto while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (3) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from an "auto". (4) A partner (if you are a partnership), or a member (if you are a limited liability Page 2 of 3 company) for an "auto" owned by him or her or a member of his or her household. d. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. With respect to the operation of a "hired auto" and "non -owned auto", the following additional conditions apply: 1. OTHER INSURANCE a. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee". b. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E. The following definitions are added: G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your "employees", your partners (if you are a partnership), members (if you are a limited liability company), ' r2ine�na Avma.�ar: Risk AMna9emenc Clmral Aitle 00 rorm bb uv so ua uV or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2. "Non -owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a. "Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b. Customer's "auto" that is in your care, custody or control for service. em,nv,,,ane�m,e a.,��iadr Form SS 04 38 09 09 rage s or a THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC VK8727 Endorsement Number: Effective Date: 01/01/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: RSG, INC. 17872 GILLETTE AVE STE 350 IRVINE CA 92614 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Autl •. RenE�o6Avf�.w®Br. `• Form WC 04 03 06 (1) Printed in U.S.A. 7a« yd eorz Process Date: 11/18/20 NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor RSG, Inc. Name: Project A-2021-229-03 Number: Project Agreement To Provide On-Call Affordable Housing Financial, Name: Analytical, And Advisory Services The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION COI TYPE OF INSURANCE FILE NAME NUMBER DATE DATE ACORD Form AUTOMOBILE LIABILITY 72SBAAQ7019 01/01/2024 02/16/2023 20230227- 135232pdf.pdf ACORD Form GENERAL LIABILITY 72SBAAQ7019 01/01/2024 12/19/2022 20221021- 288023.pdf ACORD Form PROFESSIONAL LIABILITY 121MPL016751403 01/01/2024 02/16/2023 20230227- 135232pdf.pdf ACORD Form WORKERS COMPENSATION AND 72WECVK8727 01/01/2024 12/19/2022 20221021- EMPLOYERS' LIABILITY 288023.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 3/6/2023 5:59 PM