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HomeMy WebLinkAboutGRANT THORNTON PUBLIC SECTOR LLCN INSURANCE ON FILE .. ur A-2021-253 AGREEMENT WITH GRANT THORNTON PUBLIC SECTOR LLP TO PROVIDE AMERICAN RESCUE PLAN ACT (ARPA) U,v�Pk(�4�1n vc' (sM) CONSULTING SERVICE THIS AGREEMENT is made and entered into on this 2111 day of December, 2021, by and between Grant Thornton Public Sector, LLC, a Delaware limited liability company ("Consultant"), and 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"). RECITALS A. On July 20, 2021, the City Council authorized the Revive Santa Ana Spending Plan made possible by the American Rescue Plan Act (ARPA) through U.S. Department of Treasury (DOT) Coronavirus State and Local Fiscal Recovery Funds (SLFRF). The spending plan is intended to protect and revive the Santa Ana community as it emerges from the impacts of the COVID-19 pandemic. B. On August 26, 2021, the City issued a Request for Qualifications No. 21-093 ("RFQ") seeking to retain a Consultant having special skill and knowledge in the field of implementing robust internal controls and effectively monitor the Revive Santa Ana projects to ensure compliance with all applicable federal rules and regulations to assist the City's Finance & Management Services Agency with navigating and complying with the evolving and complex regulatory and programmatic SLFRF guidance C. Consultant represents that Consultant is able and willing to provide such services to the City. 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 consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Consultant's Proposal attached hereto as Exhibit A and incorporated by reference. Consultant warrants that it shall perform the services in accordance with applicable professional standards. This warranty is in lieu of, and Consultant expressly disclaims, all other warranties, express, implied or otherwise, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Consultant does not warrant computer hardware, software or services provided by other parties not retained by Consultant to provide services pursuant to this Agreement. Page 1 of 11 Z. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $181,300.00. 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 which may reasonably be expected by City. c. As the recipient of ARPA SLFRF funds, Consultant will be required to comply with any and all compliance requirements for the use of SLFRF funds, any and all reporting requirements for expenditures of SLFRF funds, as well as compliance with 2 CFR 200.332 regarding pass -through entities. 3. TERM This Agreement shall commence on the date first written above for a six (6) month term with the option for the City to grant up to a one (1) six (6) month renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR , Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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. Consultant may use third -parties to provide administrative and operational support to Consultant business operations. All of these third party service providers are subject to confidentiality obligations to protect the confidentiality of City data. Such entities may be located within or outside the United States. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, Deliverables, as defined in the statement of work, 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 delivered by Consultant tinder this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Page 2 of 11 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, provided however that Consultant shall be entitled to rely on all information, data, reports and other materials provided by the City. The information contained in documents prepared by Consultant in the course of providing services under the terms of this Agreement is for the sole use of the City in accordance with the purpose of this Agreement hereunder. The Del iverables are not for a third party's benefit or reliance, and Consultant disclaims any contractual or other responsibility or duty of care to others based upon the Services, Work Product or Deliverables. Any Work Product, Deliverables, or documents delivered by Consultant shall be released only in accordance with the California Public Records Act or with the prior written permission of Consultant. Except to the extent expressly provided hereto to the contrary, no third -party beneficiaries are intended under this Agreement. Consultant shall retain sole and exclusive ownership of and all right, title and interest in and to any know-how, concepts, techniques, methodologies, ideas, processes, models, templates, tools, utilities, routines and trade secrets of Consultant that existed prior to this engagement or that, to the extent they are of general application, may have been discovered, created or developed by Consultant as a result of its own efforts during this engagement (collectively, the "Consultant Property"). The City shall acquire no rights or interest in the Consultant Property, except for a non-exclusive, non-transferrable, royalty -free right to use such Consultant Property solely in connection with any deliverable or work product to the extent any Consultant Property is incorporated therein. The City will not sublicense or otherwise grant any other party any rights to use, copy or otherwise exploit or create derivative works from the Consultant Property. Consultant's work papers are not part of the Deliverables and shall remain the confidential property of Consultant in accordance with professional standards. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below. Coverage shall be at least as broad as: a. Commercial General Liability (CGL): Insurance Services Office Form CC 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/loeation (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. 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. (This may not be needed if they are not driving as a part of the Agreement.) C. Workers' Compensation insurance as required by the State of California, with Page 3 of 11 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.) d. Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if a later revisions used) or equivalent blanket coverage. 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 01 04 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. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Consultant. Consultant shall promptly provide such notice to the City. Failure to provide notice of cancellation is a material breach of the Agreement and will terminate immediately. Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer, except Professional Liability coverage, 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. 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 Page 4 of 11 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. 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. 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) before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity Page 5 of 11 shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep fee and expense information and work product documentation ("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. Upon reasonable advance notice, Consultant shall allow the City to examine, audit, and make transcripts or copies of such Records pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all Records related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Notwithstanding the foregoing or anything in this Agreement, nothing in this section or any audit or inspections hereunder, shall violate or cause Consultant to violate any of Consultant's professional standards, privacy, confidentiality or legal obligations. 10. 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, legal action or order of accounting oversight body; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct Page 6 of 11 or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized 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 aclmowledges 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 15. 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(s) 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. Page 7 of 11 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Consultant reserves the right to, in whole or in part, decline to perform services if information comes to its attention indicating that performing any Services could cause Consultant to be in violation of applicable law, regulations or standards or in a conflict of interest, or to suffer reputational damage. 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. 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, pennits, 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. 19. 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: 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 Page 8 of 11 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-5414 To Consultant: Grant Thornton Public Sector LLC Attn: Graeme Finley, Principal 1000 Wilson Blvd, Suite 1400 Arlington, VA 22209 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. 20. 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. d. The City agrees to the use of electronic methods to transmit and receive information, including confidential information. Consultant shall not be responsible or liable for any (i) service interruptions of or (ii) corruption or damages (whether direct, indirect, consequential or otherwise) to the City's or third party's information systems and the information and data contained therein, including but Page 9 of 11 not limited to denial of access, automatic shut -down of information systems caused by or resulting from Consultant's performance of the Services, to the extent such interruptions and damages were beyond its reasonable control upon exercise of reasonable and customary security and other measures as customary in the industry. (Signatures on following page) Page 10 of 11 A-2021-253 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: /al,,, Ryan O. dg Assistant ity ttomey RECOMMENDED FOR APPROVAL: Kathryn Downs, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA �i�Ev •%Gf� Kristine Ridge City Manager CONSULTANT: c—,<A 0 Graeme Finley Principal Page 11 of 11 EXHIBIT A PROPOSAL GrantThornton City of Santa Ana American Rescue Plan Act Consulting Services RFQ #21- 093 Proposal November 3, 2021 City of Santa Ana American Rescue Plan Act Consulting Services Proposal Prepared for: Prepared by: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 In response to RFQ# 21- 093 Dated September 13, 2021 Addendum 1, September 2, 2021 Addendum 2, September 7, 2021 OGrantThornton 4695 MacArthur Ct Suite 1600 Newport Beach, CA 92660 www.granfthornton.com Point of Contact: Graeme Finley, Principal T 571.242.0478 F 916.449.3981 Graeme.Finley(d)_us.gt.com On January 1, 2020, Grant Thornton LLP ("Grant Thornton LLP" or "Parent"), a federal and state and local government contractor since 2001, reorganized its Public Sector service line into a wholly -owned subsidiary named Grant Thornton Public Sector LLC. All of the assets and personnel associated with Grant Thornton LLP's government practice (except for its government financial audit and attest practice that will remain with the Parent) have been transferred to the new subsidiary, Grant Thornton Public Sector LLC. Grant Thornton LLP and Grant Thornton Public Sector LLC have entered into a Services Agreement, which provides for the two entities to provide assistance to each other on government contract opportunities and engagements. Grant Thornton LLP and Grant Thornton Public Sector LLC are each other's primary teaming partners, as specially demonstrated throughout this proposal (in addition to other specified subcontractors, collectively "Team Grant Thornton"). This proposal or quotation includes data that shall not be disclosed outside the Government and shall not be duplicated, used or disclosed — in whole or in part —for any purpose other than to evaluate this proposal or quotation. If, however, a delivery order is awarded to this offeror or quoter as a result of— or in connection with — the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Government's right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction is contained in sheets marked "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation." Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal November 3, 2021 Sarah Ro, Accounting Manager City of Santa Ana — Finance and Management Services Agency 20 Civic Center Plaza Santa Ana, CA 92701 Subject: REQUEST FOR QUALIFICATIONS (RFQ) NO. 21- 093 FOR AMERICAN RESCUE PLAN ACT CONSULTING SERVICES (Revised Scope of Work) Dear Ms. Ro: Thank you for the opportunity to demonstrate how we can support the City of Santa Ana (City) manage funding received from the American Rescue Plan Act (ARPA) by providing comprehensive financial management and advisory services. The City's Revive Santa Ana Spending Plan outlines a bold program to continue its response to the COVID-19 public health emergency and achieve a holistic and equitable recovery to its effects. Our response will demonstrate proven experience and qualifications assisting communities to effectively manage funding received from the federal government to implement a wide range of projects to recover, restore, and grow vital community services and facilities. Our team is excited for the opportunity to bring the experience, methods, and knowledge we have gained over years of federal fund management, including recent experience managing all the major COVID-19 response and recovery funds (Provider Relief Fund, Coronavirus Relief Fund, FEMA Public Assistance, Homeowner Assistance Fund, and Paycheck Protection Program), to join the City's team in implementing the Revive Santa Ana Spending Plan. Outside of our grants core competency, we are a management consulting firm with relationships that will flexibly support the City's needs as they arise. This includes a robust information technology advisory practice, teams working at the Federal level with U.S. Treasury and other Federal program owners. Plan. Our firm has performed hundreds of Single Audits for grant recipients and supports our clients in being 'audit ready' when we are not the auditor. We are monitoring for the Fall release of the 2CFR200 Appendix A Compliance Supplement which will provide detailed audit guidance for ARPA-related programs. In the meantime, we have developed checklists based on the August 2021 audit guidance. We are proposing single audit expertise as part of our team. The Grant Thornton Team has local technical and industry capabilities backed by a global infrastructure and subject matter experts. We have over 250 Grant Thornton partners and professionals in the greater Los Angeles area, we are committed to delivering the City of Santa Ana the right people with various skill sets across Public Sector. The Southern California practice is comprised of offices in Los Angeles, Irvine and San Diego. Our Los Angeles office serves both public and private clients in a variety of industries including state and local government, entertainment, aerospace and defense, high tech, and professional services. On Thursday, October 28, our team participated in an interview with staff from the City's Finance and Management Service Agency to review and clarify our team's approach to the revised scope work for Request for Services Number 21-093. As discussed in the interview, our team fully understands, and accepts, the revisions to the scope of work made by the City. To demonstrate our team's understanding and acceptance of the City's revisions, we have revised our original response to RFQ 21-093 via a red- line and strikethrough format. In this format, the City will be able to easily identify the changes we have made to our proposal and approach to align to the City's expectations for professional services. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal As the leader of our California Public Sector Practice, I am authorized to commit the firm to agreements. Thank you again for the opportunity for us to demonstrate how we can support the City. Our proposed Scope of Services and cost proposal are valid for 90 calendar days. If you have any questions or would like to schedule a presentation by our team, please contact me, Graeme Finley (praeme.finlev(a)us.gt.com or 571-242-0478) or our contract specialist, Virginia Dawson (virginia.dawsona,us.gt.com or 512-692-1235). Sincerely, Graeme Finley rr Principal T +1 571 242 0478 1 E graeme.finley@us.gt.com Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. Grant Thornton Public Sector LLC Table of Contents City of Santa Ana I RFQ 21- 093 Revised Proposal 1.0 Agreement Statement.......................................................................................................................4 2.0 Firm and Team Experience........................................................._................,..................................14 2.1 Description of Grant Thornton.....................................................................................................14 2.2 Project Manager: Dustin Hinkel...................................................................................................14 2.3 Staff Experience and Resumes. ................................................................................................. A7 2.4 Proposer's Experience Providing ARPA Consulting Services....................................................20 2.5 Data Requirements from City......................................................................................................31 2.6 Limits on Liability.........................................................................................................................32 2.7 Warrant of Errors and Omissions Insurance...............................................................................32 2.8 Authorized Signer........................................................................................................................32 2.9 Pending Legal Actions and Litigations........................................................................................32 3.0 Cost Proposal..................................................................................................................................33 4.0 Certifications....................................................................................................................................35 4.1 Attachment A: References.........................................................................................................35 4.2 Attachment B: Proposer's Statement..........................................................................................38 4.3 Attachment C: Non -Collusion Affidavit........................................................................................40 4.4 Attachment D: Non -Lobbying Certification..................................................................................43 4.5 Attachment E: Non -Discrimination Certification..........................................................................45 4.6 Attachment F: Resumes..............................................................................................................48 5.0 References......................................................................................................................................61 6.0 Evidence of Financial Capacity. ............ ......................................................................................... 62 7.0 Insurance ......................................................................................................................................... 63 . List of Tables: Table 1: Features and Benefits.....................................................................................................................3 Table 2: Grant Thornton's ARPA Consulting Experience...........................................................................20 List of Figures: Figure 1: Organizational Chart....................................................................................................................17 Figure 2: Grant Thornton Personnel Experience........................................................................................17 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. iii Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Executive Summary Background The American Rescue Plan Act (ARPA) of 2021 is the latest COVID-19 stimulus package approved by the U.S. Congress and signed into law by President Biden on March 11, 2021. ARPA is a $1.9 trillion economic stimulus bill. Within ARPA, the Coronavirus State and Local Fiscal Recovery Fund (SLFRF) provides $350 billion in direct funding for states, municipalities, counties, tribes and territories including $130 billion for local governments. The SLFRF provides a substantial infusion of resources to help cities like Santa Ana with economic stabilization, equity realization and the pursuit of fiscal recovery. In response to the extraordinary and unprecedented social and economic impacts of the ongoing, public health emergency caused by the Coronavirus pandemic, the City of Santa Ana developed and adopted the Revive Santa Ana Spending Plan. This comprehensive response and recovery program will provide critical investments to enable the successful continuation of the City's short-term response and long-term community recovery. Critical priority projects have been identified to support the recovery through direct program assistance; public health and safety initiatives; investments in critical infrastructure; and supporting the City's fiscal health. To implement the Revive Santa Ana Plan, the City requires assistance with navigating and complying with the evolving and complex regulatory and programmatic guidance frameworks developed for the various funds created by ARPA, specifically the SLFRF. The City is seeking support with project eligibility determinations, developing and supporting required program reports, compliance with the Uniform Guidance (2 Code of Federal Regulations (CFR) 200)1 for administrative requirements, cost principles procurement requirements, and subrecipient monitoring. Grant Thornton and the Grant Thornton Team. At Grant Thornton, we believe in making business more personal and building trust into every result. We are committed to quality, purpose -driven results and value relationships. Grant Thornton's risk services portfolio includes solutions that offer program management, equitable distribution of funds, emergency grants management, fraud detection and prevention, internal controls, eligibility quality assurance, pre - audit readiness and strategic program integrity services, We assist clients overcome the complex regulatory landscapes to implement critical projects and social services that meet the needs of citizens and their communities. Our team is comprised of former state finance directors, city and county administrators, mayors, governors, grants specialists, and government financial managers who have seen firsthand what it takes to make financial recovery successful. In California, we support pandemic relief funding requirements for Merin County, Golden Gate Bridge and the Southern California Regional Rail Authority (Metrolink). We serve governments at the federal, state, and local levels, which has afforded us a unique perspective on the obstacles inherent in managing federal grant and audit readiness processes. Grant Thornton Public Sector LLC is a wholly -owned subsidiary of a large CPA firm (Grant Thornton LLP) with a track record of 97 years serving clients in audit, tax and advisory services across 51 offices in the United States. We have solidified our commitment to serving clients in California by establishing offices in Irvine, Los Angeles, Sacramento, San Diego, Silicon Valley, and San Francisco. i On December26, 2013, OMB CircularA-133 was superseded by the issuance of 2 CFR part 200, subpart F. Among other things, those changes increased the audit threshold to $750,000 for auditee fiscal years beginning on or after December 26, 2014 and made changes to the major program determination process. The Compliance Supplement (Supplement) is based on the requirements of the 1996 Amendments and 2 CFR part 200, subpart F, which provide for the issuance of a compliance supplement to assist auditors in performing the required audits. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 1 Grant Thornton Public Sector LLC Features and Benefits City of Santa Ana I RFQ 21- 093 Revised Proposal As discussed throughout our response, our team offers several differentiators s. As a large firm, we provide cost-effective access to specialized expertise as questions arise. We pride ourselves on delivering excellent client service and staffing our engagements with true subject matter experts. Features of Our Approach Comprehensive Understanding of Recovery Funding Options Compliant, Efficient Reports Specialized Expertise in Lost Revenue Calculations Specialized Compliance Monitoring Expertise Experienced Audit Readiness of Santa Ana for similar program models when reviewing eligibility. Grant Thornton, as one of the nation's largest audit, tax and advisory firm, is well equipped to support the City's ARPA reporting needs. Our team will build and maintain a framework to efficiently extract and analyze data required for reporting project performance. Defensible lost revenue calculations. Our understanding and close monitoring of US Treasury OIG guidance will confine that costs claimed are substantiated and compliant with current legislation and any and all updates to existing guidelines. The City will have access to all the knowledge we've gathered throughout our interactions with Federal and state agencies, including communications, best practices and compliance playbooks that have been tested against regulatory frameworks such as 2.CFR.200. These resources are constantly updated by our Subject Matter Experts who are supported by dedicated policy analysts. The proposed team includes a dedicated single audit subject matter expert and the City can tap into an extensive network of public sector auditors Our knowledge of the full recovery landscape uncovered opportunities to maximize program dollars for New Castle County (FEMA PA/CRF) and healthcare clients (PRF/FEMA PA) In our service to the nation's largest healthcare systems our grants team built custom templates to assist our clients identify, calculate, and report expenses and lost revenues attributable to COVID-19 in compliance with Provider Relief Fund requirements. For the past 3 years, the Grant Thornton team has efficiently completed over 250 federal fiscal accountability reports, on a quarterly basis, on behalf of the state of Florida's Region 4 subrecipients across 8 counties to the Public Assistance Program Our team has helped dozens of clients interpret, understand, and apply methods to calculate and demonstrate lost revenues. Grant Thornton has served as a Uniform Guidance compliance monitor for the states of Florida and Texas to efficiently review and provide compliance risk assessments and corrective action plans on over 3,100 applications for the reimbursement of over $285M through the Public Assistance Program Grant Thornton's New Castle CRF management team has drafted several eligibility and position statements on behalf of the County to align project costs to the Treasury's guidance requirements and 2 CFR 200 best practices. In supporting the state of Florida and New Castle County, the Grant Thornton team compiles and maintains support and justification documentation in organized packages specifically set up to assist clients and demonstrating Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 2 Grant Thornton Public Sector LLC Specialized training developed and delivered by subject matter experts Infor Experience Table 1: Features and Benefits Response Through our teams' interactions with City staff, we will be able to identify potential training opportunities to enhance the City's understanding of prevalent reporting and compliance risks for COVID-19 relief funding Infor is a strategic teaming partner for Grant Thornton. We have a deep bench of resources with experience implementing Infor's Lawson ERP product City of Santa Ana I RFQ 21- 093 Revised Proposal compliance auditing standards and best practices Grant Thornton has developed and delivered a training program related to both FEMA Grants Management and COVID-19 CARES Act, as well as supporting documents related to procurement practices, documentation requisitions, and program administration. This would help the City gain the subject matter expertise as they relate to the CARES Act and grants management. Infor is a strategic teaming partner for Grant Thornton, with a particular focus on serving Public Sector customers. We have a deep bench of resources with experience implementing Infor's Lawson ERP product, and were named Infor's overall Partner of the Year in 2019. Our response provides a competent, professional team with expertise helping local governments and entities navigate the complex and dynamic regulatory environment of COVID-19 response, recovery, and relief funds. As demonstrated throughout our response with our extensive experience, we provide the City with the confidence that decisions made, and actions taken to advance the goals of maximizing its residents' recovery from the impacts of the COVID-19 public health emergency, will be based on experience and expertise. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 3 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 1.0Aareement Statement Grant Thornton accepts in principle the contract terms and conditions included in the solicitation as drafts of certain provisions of a contract, the final terms of which we anticipate being mutually negotiated through clarifications, changes and additional provisions to cover the circumstances of the engagement as finally awarded. Grant Thornton reserves the right to negotiate the terms and conditions outlined in the City's solicitation and as required by our industry professional standards for the mutually agreed upon scope of services to be provided to the City by Grant Thornton. We are confident that we will be able to come to a mutually satisfactory agreement with the City regarding terms and conditions, as we have many times in the past in similar procurement situations with public sector entities. The included terms and any specified exceptions shall not be interpreted to prohibit Grant Thornton from proposing additional or alternative contract terms and conditions during negotiation of the final contract upon award. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 4 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 2.0 Firm and Team Experience 2.1 Description of Grant Thornton Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd, one of the world's leading organizations of independent assurance, tax, and advisory services. Proactive teams, led by approachable partners, use data, best practices, experience, and instinct to understand complex issues for public sector, privately owned, and publicly listed clients. More than 8,000 Grant Thornton personnel, across over 51 offices (including six across California - Los Angeles, over 250 partners, managers and staff in our Orange County office, Sacramento, San Diego, San Francisco and Silicon Valley), are focused on making a difference to clients, colleagues and the communities in which we live and work. Grant Thornton Public Sector Practice Grant Thornton launched its Public Sector Advisory Services in 1997. Since then, we have provided grants management and compliance services across the spectrum of federal, state and local agencies. We bring subject matter experts to assist in designing an overall framework under which recovery program funds are evaluated and planned. We help the City conduct necessary analyses to understand the eligibility restrictions and compliance requirements of proposed projects for SLFRF funding. In this manner, program goals are established to align funds where and when they are needed. In reviewing the scope of work, a clear foundational requirement for grants and financial management experience exists. This is a core competency within Grant Thornton Public Sector, and for the firm as a whole. At the Federal level, we have provided grants oversight and grantee technical assistance services on behalf of the largest awarding agencies in government. At the State and Local levels, we help recipients manage hundreds of direct federal grants and state -pass through grants, including detailed reviews of eligible expenses. We currently provide clients with COVID-19 relief fund support across the funding life cycle. Recent examples include engagements by the counties of New Castle, Delaware and Marin, California to help them manage CARES Act, ARPA and other COVID-19 relief grants by administering pass -through funding to hundreds of subrecipients. We provide these recent examples in our past performance write- ups. During the COVID-19 pandemic, members of our proposed team assist dozens of non-profit, and for - profit, healthcare providers manage and report on the use of over $640 million in payments from the Department of Health and Human Services' Provider Relief Fund. 2.2 Project Manager: Dustin Hinkel Mr. Hinkel is a dynamic and innovative leader with over 12 years' experience in the fields of emergency management and local government administration. Dustin began his career in emergency management and public service by focusing his university education on the physical and societal effects of natural and technological hazards. He leveraged his education and continued his professional development to become the youngest County Emergency Management Director and, later, County Administrator in the state of Florida. His special expertise is in the areas of local government administration, grants management, crisis response, management, and recovery, strategic planning, and policy development and implementation. Representative Sample of PRF Clients Dustin Hinkel as a key d livery team member Client Location tlantiCare -Egg Harbor, NJ HRC New York City, NY Beebe Health Lewes, DE Berkshire Health Pittsfield, MA Doylestown Hospital Doylestown, PA Geisin er Health Danville, PA Grand View Health Sellersville, PA Indiana University Health Indianapolis, IN Maine Health Portland, ME Rutgers University Health New Brunswick, NJ St. Francis Health Girardeau, MO _Cape h Hospital System Paterson, NJ HJose Span Health ork, PA Mr. Hinkel has led teams providing financial management and advisory services to recipients of federal funding from every major Coronavirus related legislation passed by the Congress, including the State and Local Fiscal Recovery Fund (Treasury), Coronavirus Relief Fund (Treasury), Provider Relief Fund (Health and Human Services), and COVID-19 Public Assistance Program (Homeland Security). Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 14 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Mr. Hinkel will be responsible for leading the GT Team in its day-to-day operations supporting the City's team implementing, monitoring, and reporting the City's Revive Santa Ana Spending Plan. He will be available to the City, at the City's team's convenience, via email (dustin.hinkelaus.gt.com) and phone (850-545-7355). Dustin M. Hinkel, MA Dustin's Outstanding Qualifications for Project Manager • COVID-19 Relief funding experience includes: — Project Manager - Town of Elsmere, DE, State and Local Fiscal Recovery Fund ($5M) — Project Manager— New Castle County, DE, Coronavirus Relief Fund ($322M) — Project Manager — Berkshire Health Systems, MA, FEMA Public Assistance ($9M) — Subject Matter Expert — Multiple Healthcare Systems — Provider Relief Fund ($640M) • Mr. Hinkel's experience in local government includes service in the roles of County Administrator, Emergency Management Director, Assistant County Administrator, and Purchasing Director. • Mr. Hinkel is a Subject Matter Expert in the interpretation and application of the uniform administrative guidance for federal awards Mr. Hinkel meets or exceeds all requirements for Project Manager as stated in the SOW. Relevant Experience COVID-19 — Town of Elsmere, DE State and Local Fiscal Recovery Fund Management - Dustin serves as Project Manager leading engagement staff to assist the Town of Elsmere, DE manage, disburse, and document its payment from the US Treasury's State and Local Fiscal Recovery Fund. Mr. Hinkel performs research into the underlying legislation and guidance to produce eligibility determinations and justification documents on behalf of the Town. He also provides management consulting services to the Town and advises on support documentation and systems to maintain compliance with uniform administrative guidance for federal awards. COVID-19 — New Castle County, DE Coronavirus Relief Fund Grant Management - Dustin serves as Project Manager leading engagement staff to assist New Castle County, DE manage, disburse, and document its allocation of $322,000,000 from the US Treasury's Coronavirus Relief Fund. He manages a team of 9 testers reviewing over 336 applications received by NCC from Subrecipients. Dustin developed and implemented the tools and policies that the testers use to evaluate Subrecipient applications and supporting documentation for compliance with federal, state, and local policies and guidance. Dustin reviews internal applicable policies and procedures as well as newly created community grant programs and advises on compliance risk based on his research of the US Treasury's latest programmatic guidance and his experience managing federal and state disaster response and recovery grant programs. He continuously monitors the US Treasury for updates and clarifications to its reporting and programmatic guidance and develops position papers to inform the engagement team and the client of the impact of any observed changes. Dustin also assists NCC in the identification of costs eligible for the FEMA Public Assistance Program and leads the formulation and submission of project applications. COVID-19 — CARES Act and FEMA Public Assistance Implementation - Dustin serves as a Subject Matter Expert and the day -today engagement manager directly coordinating with and serving six hospital systems located throughout the United States, St. Joseph's Regional Medical Center in New Jersey, Berkshire Health System in Massachusetts, Doylestown Hospital in Pennsylvania, BayHealth in Delaware, Calvary Hospital in New York, Rutgers Behavioral Health System in New Jersey, and Grand View Hospital in Pennsylvania. He also serves as an as -needed grants management Subject Matter Expert for service lines throughout the firm regarding state and federal grant programs created in response to COVID-19. He leverages his grant management experience to review clients' cost documentation practices and develop and implement solutions to bring those practices into compliance to receive funding from the Departments Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 15 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal of Health and Human Services, Homeland Security, Commerce, and other federal and state funding agencies. He monitors and researches several funding opportunities, including DHHS's Provider Relief Fund, FEMA's Public Assistance Program, Treasury's Coronavirus Relief Fund, and FCC's Telehealth Program, and develops, implements, and manages funding strategies tailored to the needs of each client to maximize funding opportunities and returns on COVID-19 related costs and minimize risk for duplication of benefits. To date, Dustin has assisted his clients in the application, receipt, and allocation of over $200 million in funds received for the reimbursement of COVID-19 related costs. In his engagement with Berkshire Health Systems, Dustin has the led the formulation and submission of six applications to FEMA's Public Assistance Grant Program seeking reimbursement of over $8.5 million in emergency protective measures costs related to COVID. Dustin researched and developed cost justification narratives, summarized costs, compiled supporting documentation, and serves as a point of contact for BHS for questions regarding the applications. Florida Division of Emergency Management Region 4 Public Assistance Grants Management - Mr. Hinkel serves as a Team Lead within the FDEM Irma Public Assistance Program management engagement supervising a team of 8 grant management specialists and is responsible for the validation and management of over 85 disaster recovery projects totaling over $100 million in state and federal grant funding. The team, under Dustin's supervision and management, analyzes and validates 100% of Subrecipient supporting documentation for compliance with state and federal policy requirements. Dustin has innovated and implemented several process improvements and workflows to standardize procedures resulting in superior quality and maximum efficiency. Mr. Hinkel is often consulted by Team leadership, FDEM, and the over 1,200 subrecipients served by the Team as a Subject Matter Expert in the areas of grant management, 2 CFR 200 compliance, and state and local government fiscal accountability processes. As the Team Lead, Mr. Hinkel is responsible for the quality and delivery of all deliverables, communication with Subrecipients, and the performance of disaster recovery project site inspections. Taylor County, Florida Board of County Commissioners - Mr. Hinkel served the residents of Taylor County, Florida in multiple roles including as County Administrator and Emergency Management Director. As the County Administrator, Mr. Hinkel was responsible for all planning and operations of the county including providing overall supervision and leadership in the provision of critical public services to the residents and visitors of Taylor County, Florida. He reported to and coordinated with the elected board of County Commissioners to develop, implement, and monitor official policies, directives, and ordinances. Mr. Hinkel was responsible for negotiating, on behalf of the Board, all contracts and agreements with local constitutional officers, hospital executives, and state and federal agencies. He was responsible for developing for approval and implementation the county's annual operating and capital budget. As Emergency Management Director, Mr. Hinkel led the County's Emergency Response Team in its response and recovery from Hurricane Hermine, Tropical Storms Andrea and Debby, Deepwater Horizon, and several local non -federally declared emergencies. During these emergencies he built and oversaw the County's incident command system, including public information operations and state and federal agency coordination. During non -emergencies, he was responsible managing the day-to-day operations of the department including state and federal grants management and maintaining the county's all - hazards planning, training, and exercise program. Work History • Grant Thornton Public Sector LLC, August 2018 - present • Disasters, Strategies, and Ideas Group, LLC, January 2017 — July 2018 • Taylor County Board of County Commissioners, December 2009 — December 2016 Education and Certifications M.A., Natural and Technological Hazards Geography, University of South Florida B.S.SCL, Environmental Science and Policy, University of South Florida Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 16 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 2.3 Staff Experience and Resumes Grant Thornton provides a Program Accountability Office (PAO) to assist the City in managing and reporting upon recovery funds. The Program Controls and Standards and Reporting and Data Compliance teams assist the City in documenting an overall recovery framework to guide funding decisions, to identify and optimize grant opportunities, and to assess the eligibility of proposed uses. Our Federal Funding Compliance team establishes and documents foundational internal controls to enable compliance, conducting tests of internal controls on an agreed upon schedule. Below is an organizational chart demonstrating how our team is organized to meet the City's needs. Also included in this section is an experience matrix to concisely summarize our team's experience with the essential duties as outlined in the RFQ and brief background information for each of our team members. As requested in the RFQ, the resumes of all professional staff, detailing their educational background and relevant experience, are supplied in Section 4.6: Attachment F. As discussed in the October 28, 2021 interview, our team is experienced in working with public sector staff with varying experience and knowledge of federal uniform guidance requirements for the management of awards. Our approach to supporting the City's project managers will be tailored to each manager's experience and understanding of federal grants management processes and requirements. In all interactions, our team will prioritize education as part of our communications with project managers to enable increased efficiency in efforts for data gathering and reporting. Due to the size and ambiguity of the federal COVID-19 grants programs, each of our engagement teams have a federal Single Audit subject matter expert attached. Rachel Stushek will serve in this role and has experience developing training for public sector audiences on Uniform Guidance compliance and best practices. Upon the City's request, this training can be delivered in a manner to allow for earning CPEs. Figure 1: Organizational Chart Subject Matter Specialists David Barth State and Loral Grants Compliance RachelStushek Audit Readiness City of Santa Ana Tamara Reynolds Engagement Quality Reviewer Cross -Functional Expertise Support Team Figure 2: Grant Thornton Personnel Experience Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 17 Grant Thornton's Team Knowledge and Comparable Experience Tamara Reynolds, MBA, PMP Engagement Partner Wendy Morton-Huddleston, MBA, PIMP, CGFM Engagement Quality Reviewer Dustin Hinkel, MA Project Manager Poupee Kim, CICA Federal Funding Compliance Supervisor Christina Suthammanont, PhD, PIMP Program Controls and Standards Supervisor Khiry Burke Reporting and Data Compliance Supervisor Rachel Stushek Audit SME David Barth State and Local Grants Compliance SME Susanna Koo Cross -Functional Expertise Support Eric Fey Cross -Functional Expertise Support Tim Lozano Senior Compliance Specialist c a a N O w bLL IL rc n CO o `mm H C E«0 6 L Aa J OI A a r y N C i E IX CO m m u0' «Em m °o a O O a C O > � L 6 .. y R "O N C C 0 0 ._ a O « C« � N •O N 9 3 N O 6 « E 0 m b 9 m E. ccu1E 'm 0 EE d 0 0 oE o=c c m 0 m m� � EK ! is «5m z'y ro> o o ms o vo —>> mo �M ? aE<X "— aQ_ 2.16 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal and authorities). Ms. Reynolds brings 20+ years of consulting experience, including 10+ years leading risk management (including grants management) engagements. • Poupee Kim, Federal Funding Compliance Supervisor. Poupee is a seasoned manager with extensive experience in providing disaster recovery, program management support and grant administration to federal, state and local governments. Her specific focus has been on Community Development Block Grant (CDBG) programs and FEMA Public Assistance funding, in the wake of Hurricanes Katrina, Rita, Ike, Irma and Michael. Ms. Kim has 15 years of quality control review, professional services and oversight consulting experience to state, local and federal government stakeholders. She is a Certified Internal Controls Auditor (CICA). • Dr. Christina Suthammanont, Program Controls and Standards Supervisor. Christina is a Senior Associate in Grant Thornton's Public Sector Digital Transformation and Management practice. Combined, she has twenty years' experience in higher education, customer engagement, resource optimization, and workforce analytics. She has led numerous independent and collaborative research projects, from initial documents review and data collection through analysis, reporting, and presenting to both technical and non -technical audiences. Christina has a doctorate (PhD) in quantitative political science and holds certification as a Project Management Professional (PMP). • Khiry Burke, Reporting and Data Compliance Supervisor. Khiry is a Senior Associate in Grant Thornton's Public Sector Risk Advisory and Management practice. Mr. Burke has 5+ years of experience in internal auditing, financial analysis, contracts compliance, federal grant monitoring, project database management, and support of system update/modernization. Khiry has lead teams through the Compliance Monitoring life cycle that resulted in quality deliverable submission. • David Barth, State & Local Grants Compliance Subject Matter Expert. Dave will advise on all requirements of the ARPA/SLFRF award. He has over twenty years of experience with grants and financial management systems and over forty years of experience working with state governments focused on financial management solutions and advisory services. He leads multiple state and local government engagements supporting CARES Act, ARPA and FEMA disaster recovery activities. He has extensive experience with governmental business operations and is considered a subject matter expert in many fields within the firm. Prior to joining Grant Thornton, he was the Director of Budget and Finance for the New Jersey Department of Environmental Protection and was responsible for the overall financial management of the Department's operating budget, federal grant programs and debt funding. • Rachel Stushek, Audit Subject Matter Expert. Rachel has over 17 years of experience providing auditing support to non-profit organizations. Ms. Stushek has approximately 4 years of experience working with Federal entities. She has experience serving under audits that were performed under Government Accountability Office (GAO) "Yellow Book" auditing standards, American Institute of Public Accountants (AICPA) auditing standards, and OMB Circular A-133/uniform guidance. Rachel leads audit and assurance engagements providing quality assurance role, risk management and serves as a consultative resource for technical questions and issues for various audits, performance audits, and examinations. • Susanna Koo, Cross -Functional Expertise Support. Susanna is a Senior Associate at Grant Thornton's Public Sector Los Angeles office with over 3 years of professional management consulting experience. Ms. Koo has led projects and teams to success utilizing strategic business planning. She has a strong ability to support all business functions and prioritize tasks to execute project deliverables. • Eric Fey, Cross -Functional Expertise Support. Eric is an adaptable professional applying general government experience in the public sector while located in our Sacramento office. Eric demonstrates proven talent for analyzing problems using data, developing, and simplifying procedural improvements and operations design. He has developed a particularly strong understanding of the following areas: technical report research, writing and editing, statistical Analysis, and project management. • Tim Luzano, Senior Compliance Specialist. Mr. Luzano is a Manager with Grant Thornton Public Sector, LLC. He is an accomplished data management practitioner overseeing engagements Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 19 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal regarding data governance, data quality, and data integration. Mr. Luzano is also an accomplished finance professional with demonstrated ability performing financial analysis including, but not limited to Income Statement analysis, Budgeting, Forecasting, and Cost Planning. Mr. Luzano has extensive Public Sector experience working with Texas Department of Transportation (TxDOT), Utah Department of Transportation (UDOT), and Hawaii Department of Transportation (HDOT). 2.4 Proposer's Experience Providing ARPA Consulting Services Outlined in the table below, Grant Thornton lists the specific tasks in the scope of services and has compared six relevant engagements and how our team completed similar tasks. Below the table, we have provided a detailed summary of the similar services performed in relation to those requested in the RFQ scope of work. OProject Management and J J J J J J Coordination iwl Strategy Development and J J ✓ J J V Implementation OInternal Controls J J J OEligibility Detemunallon and Risk J J J J J J Assessment OProcurement Reviews J J J J �•:� Compliance Reviews & Reporting ✓ ✓ ✓ ✓ J ( Support QAudit Preparation Assistance J J Internal Communica6oro ✓ ✓ ✓ J J O Public Sector Finance J ✓ J J J J Table 2: Grant Thomton's ARPA Consulting Experience OO ®©®O Golden Gate Bridge, Highway and Transportation District (April2021 - Current) -Grant Thornton currently provides support to manage the cost recovery and reimbursement of costs incurred as a result of the COVID-19 Pandemic. Providing expertise related to the FEMA Public Assistance (PA) process, public sector finance and grants management, as well comprehensive strategy to maximize and expedite reimbursement. Our team is responsible for assisting the District's Finance department with documenting processes in compliance with FEMA regulations. We categorize and track costs in support of the financial reimbursement process and provide recommendations on inter -departmental charges and intra-state mutual aid requests for response activities. Sample projects include emergency operations center, personal protective equipment (PPE) and COVID-19 vaccination distribution. OO®O© O O County of Marin, Department of Finance (December 2020— Current) - Grant Thornton currently supports the County by providing Disaster Cost Recovery Services and grants management support for FEMA's Public Assistance program for costs incurred due to the COVID-19 pandemic. We are guiding the County through the FEMA reimbursement process by providing programmatic and hands-on support in the formulation and processing of PWs and documents for and through FEMA's Grants Portal. This effort confirms that the costs claimed in these PWs comply with applicable local, state, and federal laws, regulations, executive orders, and FEMA regulations. Additionally, our team is responsible for recommending and assisting in the establishment of Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 20 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal programmatic document control, file retention system and data management process to validate that disaster records are complete and ready for audit, assisting in the identification and pursuit of additional federal and/or state grant funding to bolster recovery efforts, and issuing recommendations for improving the County's grants management processes to maximize their available federal funding. We conduct testing for cost categories such as labor, rental equipment, mutual aid and management costs. New Castle County (August 2020-present) -Grant Thornton currently provides subrecipient monitoring and pre -audit readiness services to New Castle County related to their subawards of CARES Act funding. Our team assisted the County in formulating a strategy to verify compliance with federal policy by developing a comprehensive subrecipient monitoring policy. This policy includes issuance of subgrant agreements, as well as a comprehensive risk assessment. Grant Thornton also created a scoring matrix to tailor subrecipient monitoring using a risk -based methodology. Our team developed a software -based tool which enables the County to automate the self -assessment survey process for subrecipients. This tool saves the County time and effort by collecting and compiling data which can be entered into the risk assessment. Metrolink (June 2020-September 2020) - Grant Thornton assisted Metrolink with CARES Act implementation and financial modeling services that enabled internal/external reporting to support audit readiness, transparency reporting, and compliance with applicable program requirements. Our professionals aided Metrolink in managing claims to recover eligible expenses and lost revenues from COVID-19 with the primary focus on recoveries from the Federal Transit Authority (FTA) and FEMA. Our team developed an easily accessible internal executive dashboard available to our client for internal reporting. The dashboard provided key performance indicators and metrics that provided information on disaster planning, preparedness, and recovery regarding CARES Act expenses eligible for reimbursement, claim assistance, and FEMA reimbursement determination of eligibility. �®� ©�®O State of Florida, Division of Emergency Management (March 2018-present) - Grant Thornton is providing comprehensive grants management services to the State of Florida associated with their administration of FEMA's Public Assistance Programs. Our work begins with direct involvement in project worksheet (PM approval and continues through project closeout. Our work involves reviewing PWs in Grants Portal before providing recommendations to the state to approve or return the project to FEMA for amendments. This review includes identifying documentation necessary to support claimed costs and reconciling those costs to the total eligible amount. Grant Thornton is providing 100% validation of all claimed costs consistent with Florida's contract requirement. Our work confirms that our client meets this requirement by monitoring subrecipients for compliance with applicable laws, rules, regulations, and policies, including 2 CFR 200, the FEMA Public Assistance Program and Guide (Version 4), and other sources of grants governance. Our compliance program is designed to verify expense eligibility by confirming that all claimed costs quality as allocable, allowable, and reasonable. Grant Thornton enables our client to comply with federal laws governing pass -through entity responsibilities by managing the subaward and grant agreement process, reconciling eligible costs in their grants management system, and guiding subgrantees through validation to closeout by being a liaison between them and the State of Florida. To date we have processed over 1,800 reimbursements for 900+ projects amounting to over $180M in eligible costs related to $99M in federal funds. New Jersey Treasury (July 2015 — December 2021) - Grant Thornton was engaged by the NJ Department of Treasury to provide integrity monitoring of the recovery efforts of the Passaic Valley Sewerage Commission's (PVSC) $500 million in FEMA funded recovery work and oversee the procurement and contracting compliance of 12 engineering or construction contracts with values greater than $5 million. Grant Thornton's monitoring effort included a process review of PVSC's financial, administrative and procurement systems for compliance with FEMA requirements; compliance review of each project's procurement bid documentation; monitoring and Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 21 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal reporting of contractor schedules and deliverables, the financial auditing of contractor payments against the schedule of values, monitor labor payments for consistency with Davis -Bacon, and provide on -going support and advice to PVSC and the State Department of Treasury. Through our efforts Grant Thornton was able to identify areas of compliance risks and developed corrective actions. Grant Thornton provided specific recommendations to improve PVSC's procurement weaknesses and help develop contract language that would be compliant with federal procurement requirements. 2.4.1 Review City developed ARPA Spending Plan detailing proposed expenditures to validate compliance with ARPA (SLFRF) rules and guidelines, including screening expenditures, verifying eligibility, and providing recommendations Based on the revised scope of work and October 28, 2021 interview, the Grant Thornton team understands that the City will not require its vendor make eligibility determinations for the initial items referenced within the City Council's approved spending plan. From the interview, we understand that eligibility determinations may be needed for future proposed projects. Our team's approach has been purposefully designed to scale with agility to meet the City's requirements to collect and communicate the information necessary to demonstrate compliance with programmatic and federal regulatory requirements throughout the lifecycle of each unique project funded by the City's payment from the SLFRF. As discussed in the October 28, 2021 interview, one of the first steps our team will take will be to meet with the City's finance staff, and project managers as appropriate, to evaluate the current state of SLFRF funded projects and propose services, see Figure 2a, that best enable the City to continue to support each project's unique compliance requirements. Figure 2a: Team Grant Thornton's Comprehensive Grants Management Approach Phone 1: Pre -Award (A::) Phase 2 Award (Proaurej Ph.. 3: P Wit- ward Phase 4: Closeout ✓ Validate requirements ✓ Review policies and procedures ✓ Review and validate cost ✓ Reconcile project eVenses to ✓ Identify initial risks for procuring necessary goods supporting documentation budget it an servi ✓ Identify eligtbildy requirements ces ✓ Review procurement methods and ✓ Track project expenses to budget ✓ Compile supporting tools ✓ Identify and communicate documentation e ✓ Identify reporting requirements ✓ Identify compliance and reporting compliance risks ✓ Closeoutoutstanding corrective ¢ ✓ Identify performance outputs and gaps ✓ Track and communicate actions outcomes performance outputs and outcomes ✓ Document project performance ✓ Assist with required reporting • Eligibility Determination • Follicles &Procedures Gap • Project/Subrecipient Monitoring • Project Closeout Memoranda memoranda Analysis Policy and Plan • Final Performance Report m • Compliance and Reporting • Recommendation for • Corrective Action Memoranda . Organized support Requirements guidance improvements to • Project Performance documentation package procurement/subaward Dashboard Continued audit support m 0 materials • SLFRF Required Quarterly and Annual Reports Govemonce and Cuhurs - Open and Accessible Communication -Audit Readiness Each phase of our team's approach is designed to contemporaneously generate the administrative documentation the City will need to demonstrate effective and compliant oversight of each SLFRF funded project throughout its lifecycle. Our team's culture of open and accessible communication and its governance of facilitating real-time audit readiness will guide our team's efforts in supporting the City's project managers. Each of the City's project managers will have access to the support they need through an assigned point -of -contact from Team Grant Thornton as well as the ability to contact Team Grant Thornton's Project Manager directly when needed. Our team will enable audit readiness by recognizing the phase in which each SLFRF funded project resides and begin working with the project managers to extract the data and information needed to produce the compliance deliverables depicted in the Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 22 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal approach. With our team supporting the City's administrative needs in the background, this approach allows the City's project managers to focus directly on the overall performance of the project. As discussed in the October 28, 2021 interview, if a project already has an eligibility determination, then our team will accelerate past Phase 1 of our approach to assess the project for opportunities to support in the administrative data and information collecting and communicating necessary to emerge from Phases 2 or 3. For future projects, the Grant Thornton Team is prepared to support the administrative needs of the City's project managers by seamlessly integrating into the project through open and accessible communication to extract the critical administrative data and information needed to demonstrate the project's compliance with programmatic and federal regulatory requirements with as little interruption as possible to the progress of the project itself or the overall operations of the project manager's department. By following the activities listed for each phase our team will develop and compile the documentation necessary to tell the project's compliance story in real team. By focusing on communication and audit readiness our approach is scalable and flexible to provide the city with only the services it needs. Our approach will include the following phases. • Phase 1: Pre -Award (Assess). In this phase our team will assess a project for its eligibility according to programmatic policies and guidance. Our team will commit to the foundation for the successful implementation of the project by vetting it through our eligibility determination process. Our team will work with the city to identify, analyze, and communicate the necessary information needed to demonstrate the project's eligibly through the Treasury's eligibility framework and tests. Our determinations will go further to also discuss and educate on the project's anticipated reporting and uniform guidance compliance requirements. • Phase 2: Award (Procure). Once a project has been determined, and properly justified, as eligible, our team will engage in assisting the city with documenting the procurement the critical goods and services needed to implement the project. Activities in this phase include the performance of policies and procedures reviews to identify gaps in adherence to compliance requirements and recommendations to mitigate risks for non-compliance. During this phase our team will enable the City to demonstrate compliance through the compilation of procurement and labor activity documents, documentation of procurement decisions in alignment with compliance best practices, and documentation of risk mitigation employed to bring practices into compliance. • Phase 3: Post -Award (Monitor). Demonstrating oversight of a project is a critical step in the process of communicating compliance to the federal government's uniform guidance for grant awards. Whether the project calls for the oversight of subrecipients, vendors, or force account labor staff and equipment, our team will assist the City in developing and executing monitoring plans designed to extract data and information necessary to meet reporting and compliance obligations. Our team will develop communications strategies and data capturing tools to meet the unique needs of the project and capabilities of the project managers. • Phase 4: Closeout. In our experience, the best time to focus on audit readiness is when all the decisions that made a project successful are still fresh in the team's mind. Our closeout phase is designed to be the final stop of the project's lifecycle wherein not only are expenditures reconciled to the project's budgets and progress reports, but the various procurement and programmatic decisions are revisited to enable an opportunity to completely align those decisions to programmatic requirements and guidance. Our team will reconcile all project expenditures to demonstrate consistency with the amounts reported by the city in quarterly and annual reports. Our team will also compile all determinations, justifications, procurement and oversight documents, and other support documents into one organized package ready for review by outside auditors. In implementing this approach to assist the city in its management of the disbursement of its payments from ARPA, our team will be supported by our Public Audit Subject Matter Expert, Rachel Stushek. Rachel has over 17 years of experience providing auditing support to non-profit organizations and 4 years of experience working with Federal entities. She has experience serving under audits that were Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 23 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal performed under Government Accountability Office (GAO) "Yellow Book" auditing standards, American Institute of Public Accountants (AICPA) auditing standards, and OMB Circular A-133/uniform guidance. Rachel will be available to the GT Team and the City's team to provide insight and guidance on the compliance risk for decisions ranging from procurement of services, management of subawards (contractors or subrecipients), cost reasonableness standards, and documentation compliance. The Grant Thornton's team expertise and experience in providing guidance on grant compliance is critical to the City's smooth implementation and management of ARPA (SLFRF) funds. Grant Thornton collaborates with City stakeholders to understand the goals and objectives of the Revive Santa Ana Spending Plan's (Plan) expenditure categories and confirm the alignment of those goals and objectives of ARPA SLFRF. Our team conducts a review of the Plan's proposed programs, services, and infrastructure projects for their eligibility as ARPA-funded projects. We have provided similar or identical eligibility reviews and compliance validation services for several entities seeking to maximize their CARES Act Coronavirus Relief Funds (CRF) and funding criteria of other federal agencies and non -government entities. For example, we currently support New Castle County, Delaware government in screening nearly 2,000 proposed teacher projects, which were to be processed through a vendor contractor, for their eligibility per CRF requirements as outlined in U.S. Treasury guidance and Frequently Asked Questions (FAQs). Subsequent reviews were performed on the specific items proposed within each project for their eligibility. Where appropriate, Grant Thornton diligently worked with our client to document the logic for accepting materials based on inferences drawn from Treasury guidance for items that may not have been explicitly referenced as examples of eligible costs. Thus, we are able to help our client maximize their use of CRF while maintaining eligibility and compliance requirements. In addition to the teachers' program, additional eligibility and compliance reviews and recommendations are provided for this client's paid administrative leave expenditures. The transfer of CRF from the County to multiple state programs include many that are comparable to the programs in the Revive Santa Ana Spending Plan (e.g., business assistance, child daycare, adult technical training program), and fire and municipality costs. Other clients for whom we have conducted expenditure eligibility reviews include: • Berkshire Health Systems, Inc. (April2020-present) - Grant Thornton is providing a COVID- 19 eligibility and strategy program to Berkshire Health Systems by identifying where additional eligibility and/or separate claims are appropriate given the services and/or organizational ownership and structure of these organizations. Our role includes providing Berkshire Health tailored project activities, phasing recommendations, and outlined activities and work streams. • State of Florida, Division of Emergency Management (March 2018-present) — Grant Thornton is providing comprehensive grants management services to the State of Florida associated with their administration of FEMA's Public Assistance Programs. Our work involves reviewing Project Worksheets in Grants Portal before providing recommendations to the state to approve or return to FEMA for amendments. This review includes identifying documentation necessary to support claimed costs and reconciling those costs to the total eligible amount. With a 100% validation requirement, we reaffirm that our client meets this requirement by auditing subrecipients for compliance with applicable laws, rules, regulations, and policies, including 2 CFR 200, the FEMA Public Assistance Program and Guide (Version 4), and other sources of grants governance. Our compliance program is designed to verify expense eligibility by confirming that all claimed costs qualify as allocable, allowable, and reasonable. Grant Thornton enables our client to comply with federal laws governing pass -through entity responsibilities by managing the subaward and grant agreement process, reconciling eligible costs in their grants management system, and guiding subgrantees through validation to closeout by being a liaison between them and the State of Florida. • State of Texas, Division of Emergency Management (TDEM) (October 2011-June 2018) — Grant Thornton provided support for program management of FEMA subgrants to local governments in Texas impacted by the presidentially declared flooding disasters in 2015 and 2016. Our work involved review and approval, on behalf of local governments (FEMA Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 24 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Subrecipients), the scope and funding allocations provided by FEMA, managing the execution of subgrant agreements with the local governments; providing project oversight and quarterly reporting to TDEM and FEMA; reviewing compliance with FEMA program requirements; and providing reimbursement recommendations to TDEM based on authorized expenditures and compliance with procurement processes. 2.4.2 Provide assistance with preparation of ARPA (SLFRF) compliance reports As discussed in the October 28, 2021 interview, the City will have access to Grant Thornton's complete data analytics team to receive feedback on the City's dashboard. Grant Thornton has deep experience in developing, deploying, and maintaining both internal and public facing dashboards for public sector clients Total Obligations Federal Obligations Non -Federal Funding throughout the country. Grant Thornton $3,337,827,981 $744,292,889 $7,903,358 takes a unique approach to developing dashboards by taking a collaborative and business focused approach. Our Top U CMAINmseyw nd g" Too I oa.,,a ,A, a ,Af—fo team will meet with senior leadership to thoroughly understand the City's goals and objectives and develop meaningful Key Performance Indicators (KPIs) City's related to the s Performance Y, m Management Initiatives. Our data and Figure 3. Example of Executive Dashboard analytics team leverage a hierarchical, drill -down approach to building dashboards. We have experience building executive summary dashboards that provide senior leadership with a one -stop, at a glance view to see total ARPA funds, where the funds are being distributed, and to which agency. An example dashboard we have developed for other clients is shown in Figure 3. We also have the ability to develop dashboards at the Performance Management Initiative level. Typically, these initiatives are tied to the State's Strategic Plan (e.g., Broadband, Economic Development, and Sustainability). We have experience collaborating with the Program Managers to develop high level KPIs to monitor stimulus funding activity. We have integrated dynamic drill down capabilities which allows the users to research various metrics such total obligations, budget requested, funding approved, and amount disbursed. Grant Thornton also has the -- - -- - capability to take geospatial Households Median HHI approach to our grant g1 .6 M C A $54.8k management analytics. This approach takes Grant • With Broadboand Management reporting to Households R" aia4 " the next level by A" 329.4k 0 transforming static, tabular $ data into visually appealing .. Below Poverty Level maps letting the users Figure 2b. Example of Broadband Equity Dashboard clearly identify where their projects are located. Our maps are integrated into interactive dashboards that allows the users to drill down and analyze data by boundaries such as congressional districts, zip codes, and census tracts. Additionally, we apply layers to the map to transform data into information that allows the users to generate actionable insights. Examples of applicable layers include COVID case counts and racial/demographic data to show equitable distribution of ARPA funds. Grant Thornton's Data Analytics team is comprised with experienced and highly educated data scientists and analysts with a specific skill set for storytelling with data and has developed various business intelligence and data visualization dashboards for state and local government agencies. Additionally, our Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 25 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal analytics team has web development skills with a deep understanding of web user experience and data integration. After our analytics team develops the various reports and dashboards, we can provide technical assistance with the aesthetics, user experience, functionality, and embedding of reports and dashboards into the City's website. In the event the City were to implement a comprehensive website with applicable communication strategy, Grant Thornton leverages Esri's Hub site which is a platform that allows for low code/no code web development. Esri Hub sites are particularly useful for internal and external communication and engagement with stakeholders. Our approach to building comprehensive websites focuses on displaying the central theme (e.g., Grants Management) on the home page. We have experience building sub -pages that correspond to the City's strategies or initiatives (e.g., Broadband, Sustainability, Economic Development) and embed dynamic, interactive, and engaging content such as dashboards as well as links to videos for educational webinars. As a recipient of a payment from the SLFRF with a population exceeding 250,000 residents, the City is required to comply with the SLFRF's most frequent and detailed reporting requirements. The City is required to submit quarterly Project and Expenditure Reports and an annual Recovery Plan and Performance Report. Grant Thornton has the expertise and tools to assist the City in maintaining compliance with the SLFRF's reporting requirements and elevate the quality of these reports to help the City use the reports to progress its communications goals. For example, we have assisted clients throughout the country complete and submit required reports to many federal funding agencies, including the completion of over 200 quarterly reports on behalf of the subrecipients of the state of Florida's administration of over $200 million of federal pass -through grants from FEMA's Public Assistance Program. Our team will optimize the City's efforts to develop and communicate its progress toward its recovery goals by infusing our tools and methods to assist in critical areas for information gathering and synthesis, including community engagement, data analysis, and performance measurement. Community Engagement. One way of promoting transparency is through community engagement. The flow of information must be a two-way street. We can develop Esri Hub pages that allow public facing information via interactive dashboards that can provide user specific (e.g., demographic, geographic, socioeconomic) data to various initiatives such as Emergency Rental Assistance, Economic Development, Health and Safety, and Sustainability. Data Analysis. Grant Thornton can provide the City with expertise on how to effectively analyze and convey a story from an equity perspective with data. Our team of highly trained analysts not only have the technical skills for analysis (e.g., ETL, Business Intelligence, and Data Visualization), we also have the skills to translate technical terms into relatable messages that foster comprehension. Develop Insights. Additionally, our team of data scientists can take the analysis to the next level to develop insights from predictive and prescriptive models and algorithms to support data -driven decision making. An applicable use case can be applied to housing assistance by leveraging demographic, socio- economic, and geographic data and applying algorithms to determine who best would benefit from receiving funds, based on data and statistics. Performance Management. The key to success is monitoring progress. Grant Thornton has helped numerous State and Local agencies develop benchmarks and Key Performance Indicators (KPis) regarding their Performance Management initiatives. Performance Management is especially crucial with Equity. A main component regarding Equity and Performance Management consists of a composite equity index score derived from Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 26 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal separate initiative equity index scores. The crux of many state and local agencies revolves around optimizing funds. Grant Thornton's analytics team would apply an optimization model to maximize equity indices by the proper allocation of funds. Bringing equity full circle, our Performance Management initiatives tie directly back to community engagement to demonstrate progress and transparency. 2.4.3 Assist in calculating revenue loss per ARPA (SLFRF) requirements As discussed in the October 28, 2021 interview, the Grant Thornton Team understands, and acknowledges, that the City does not require assistance with the calculation of revenue loss per ARPA (SLFRF) requirements and methods. To demonstrate our understanding, we have made the following updates to our technical approach regarding this subject. 2.4.4 Provide technical assistance to City staff regarding ARPA (SLFRF) compliance and reporting requirements, including, but not limited to, recommendations for activities allowed, eligibility, procurement, and reporting As discussed in Section 2.4.1, our approach will be tailored to identify and implement the unique compliance strategies needed for each project funded by the City's payment from the SLFRF and tasked to the Grant Thornton Team. Each member of our team has experience working with varying levels of knowledge and experience with the federal government's uniform guidance for grant awards. Our team will collaborate closely with each project manager to develop a communications strategy that makes sense for their understanding of guidance and compliance principles as well as the meeting within the project's timeline. Our team includes many former state and local government officials, who understand the pressures that project managers are under and will focus on adding value by viewing every interaction with a project manager as an opportunity to not only provide an administrative service, but to educate the project manager on the necessity of the administrative actions that need to be taken. This focus on education is deliberate. As a project manager's understanding of the program guidance and federal compliance requirements increases, the efficiency of our team's ability to extract and communicate information necessary to report and demonstrate compliance also increases. As discussed in the October 28, 2021 interview, our team has the capability of organizing and delivering more formal technical assistance training that has been accredited for CPE credits. The City's overarching goals for its administration of ARPA (SLFRF) funding seeks to maximize grant performance, outcomes, and impacts while reducing financial, audit, and compliance risk. Maximizing grant performance involves proactive technical assistance capable of identifying eligible costs to fully use In Florida, Grant Thornton has worked with 135 subrecipients of available grant funding, matching eligible FEMA funding managing their Hurricane Irma recovery. This costs to multiple grant programs, and work involves the review of claimed costs for eligibility, justifying that grant funding is used to confirmation that the work was properly procured and the accomplish for the purpose it was subrecipient provide the necessary financial reporting intended. Reducing risk to the City documentation. involves systematically and methodically assessing and monitoring the use of grant funding. To accomplish this, we draw from approaches which have proven effective on similar engagements. We tailor these approaches to the City to address needs or issues most efficiently as they arise. We provide support to the City with management, oversight, compliance, reporting responsibilities, and any additional services as outlined in the scope of work. Within our approach, we propose to work collaboratively with the City to assist in achieving and maintaining short and long-term goals that are consistent with the City's Revive Santa Ana Spending Plan utilizing the SLFRF award by establishing internal controls related to the federal funding programs. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 27 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal We routinely develop and refine our skills by providing and attending the latest training and professional development events. We have partnered with the National Academy of Public Administration (NAPA) to host quarterly Grants Management Symposiums across government since 2018 to discuss emerging trends, challenges and the impact of key legislation. Through the National Grants Management Association (NGMA), we have trained hundreds of grant management professionals at federal, state and local government including the use of integrity monitors to improve compliance and reduce risk for grantees. Our professionals are thought leaders in the industry, often publishing articles on grants management trends and best practices. Several of our professionals serve in local chapters and national level executive committees of organizations such as the Association of Government Accountants (AGA) and the Institute of Internal Auditors. Grant Thornton is also a National Emergency Management Association (NEMA) corporate partner which allows our employees to attend the annual conference and have access to both state and local emergency management directors and industry professionals. As mentioned, we will leverage our expertise to support the CITY in overseeing the SLFRF award. Grant Thornton has a dedicated community of practice of COVID-19 and Grant Thornton's COVID-19 community of practice has been ARPA team that conducts regular operating since the first declaration of the national public health legislative analysis, reviews program emergency. Our team provides our clients, on a weekly basis, guidance, and monitors other federal with regular updates on the activities of all federal and state funding developments. The team scans agencies, in which we are engaged, managing and impacting government websites, publications, and COVID-19 relief funding opportunities. This global approach news outlets daily to understand and provides our clients with the critical information they need from interpret on -going developments. We theirpar icular federal and state agencies, but also provides have established a group of management them insights into how other states and federal agencies have professionals from across the firm interpreted and mitigated compliance issues. p (industries and business lines) to form a COVID-19 cohort which meets twice weekly to discuss the evolving COVID-19 recovery, review the state and local government financial support landscape, and collaborate on the development of tools and solutions to assist our clients' needs. These policy level meetings provide our team with real-time insight into Congressional actions and federal agency developments that we share with our clients to shape their COVID-19 funding strategies. The Grant Thornton Team's general approach to providing technical support to the City in the development and monitoring of community recovery projects and submission of reports required by the SLFRFs to leverage our team's collective knowledge, skills, and abilities to build upon the City's tools and systems for data collection to create a standardized, repeatable process for efficient data sharing and report development. Since 2011, Grant Thornton has been providing technical assistance focused on demonstrating compliance with federal fiscal management and procurement requirements for clients like the states of Texas and Florida Divisions of Emergency Management, Passaic Valley Sewerage Commission, the Golden Gate Bridge, Highway and Transportation District, and Marin County, California. With each engagement our teams have robust testing and validation procedures that build upon lessons learned. To facilitate the successful deployment of our approach, our team will employ the latest version of process automation and data analytics tools and methods developed by our Intelligent Automation Service Center (IASC). IASC operates as a centralized innovation delivery catalyst, providing solutions that both the firm and our customers can leverage to improve efficiencies. Areas of focus include working with new platforms that provide true orchestration of systems and processes (i.e., Catalytic), automating routine tasks, optimizing employee efforts, and reducing errors. For example, when working with an alumni customer, Grant Thornton used Catalytic to extract transactions from a parent ERP application, and parse to local ledgers, in support of required financial reporting. Automation solutions and tools, developed by IASC, that our team will employ to assist the City in meeting its data collection, analysis, and reporting requirements include: Invoice Processing — Created invoice matching processes in various systems to reduce manual efforts in Accounts Payable, speeding up the invoice process and creating time for resources to act on more strategic projects. Leveraged both RPA and OCR. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 28 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal • Inventory Price Testing — Streamlined the Inventory Price Testing process to enable teams to spend less time on manual data manipulation and more time analyzing results. • Tableau Dashboard for Financial Data — Combined spending and budget data from multiple sources, which require regular cleansing and refreshes. Developed a web browser automation tool in Python that automates the collection of financial data, performs web -scraping in support of reconciliation, and collects additional data, reducing reconciliation from 2 hours to 15 minutes. Optical Character Recognition (OCR) - convert written or typed documents into data Robotic Process Automation — replicate the actions of a human interacting with a screen to automate repetitive, back -office processes Equity impact tracking and mapping — Grant Thornton has developed its own method to measure and visualize the impact of projects towards progressing a client's goals for promoting growth of equity and diversity. Grant Thornton's algorithm can be deployed proactively to objectively estimate the equitable impact of a project via change in in the area's equity index score. In our engagement with the Department of Health and Human Services (HHS), Centers for Medicare & Medicaid Services (CMS) (2014-2018) - CMS, Office of Financial Management, Grant Thornton conducted an internal control assessment of CMS Central Office, Regional Offices, Medicare Contractors, Data Centers (including twenty financial applications), and Shared System Maintainers. As part of this assessment Grant Thornton designed and tested approximately 75 controls in the CMS's Marketplace cycle in such areas as 1) Eligibility and enrollment of individuals; 2) Vendor Management (review and approval of issuer payee groups for payment); 3) Payment approval of APTCs and advance CSRs, and collection of FFM user fees; 4) Reconciliation of CSR and APTC payments; and 5) Oversight of reinsurance, risk adjustment and risk corridors (premium stabilization programs). These assessments were a critical step in communicating current status to CMS's stakeholders, particularly the IRS who holds the subsidy appropriation (APTC and CSR) for Marketplace. The Grant Thornton Team will coordinate closely with the City's Project Manager, and associated staff, to select, customize, and scale our solutions and tools to best integrate with the City's financial systems to efficiently extract, analyze, and synthesize the data and information needed to assist the City in mitigating programmatic or compliance risks and completing ARPA reports. 2.4.5 Provide assistance to City staff with preparation of audits As discussed in Section 2.4.1, audit readiness is a governance theme that drives all four phases of our team's approach to comprehensive grants management. Throughout each phase of the project's lifecycle our team will create the documentation necessary to demonstrate compliance with the latest SLFRF guidance and federal uniform guidance requirements. Our team will work diligently throughout the first three phases of our approach to not only collect necessary data for reporting eligible expenditures, but will also create documents to contemporaneously memorialize critical procurement and methodological decisions and practices to align those actions to the existing compliance and programmatic guidance requirements. At the closeout phase of a project, our team will compile all supporting documents, determinations, and reports into one comprehensive and organized package to facilitate efficient reviews by programmatic and outside auditors. The closeout phase of each project will be guided by our Public Audit Subject Matter Expert, Rachel Stushek, to enable our team the opportunity to create comprehensive support documentation packages and reports to demonstrate full compliance with federal uniform guidance principles. Grant Thornton will assist the City of Santa Ana in responding to questions from their independent single auditor specific to compliance matters and determination on eligibility, procurement methods, and ARPA reporting and will also support the City departments to prepare responses to audit findings. Grant Thornton's audit specialists work in tandem with our Public Sector Risk Advisory team to remain abreast of relevant policy changes in real-time, thereby enhancing the audit support we provide. Combining audit expertise with our compliance approach provides an audit preparation strategy which is uniquely well suited to the City of Santa Ana's needs. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 29 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Our approach to regulatory compliance advisory combines data -driven financial analytics support with a robust documentation management strategy. Grant Thornton's compliance team leverages expertise in uniform guidance and ARPA regulation to develop project -specific cost validation worksheets. Consultants work directly with City staff to collect and archive supporting documentation in preparation for single audit. Grant Thornton specialists will thoroughly analyze project documentation to determine cost eligibility and compliance under federal guidelines and advise the City on In New Castle County, Grant Thornton works with both the potential non-compliance risk if identified. County's CFO and Internal Auditor respond to questions that Further, our staff will produce arise from their outside single audit firm on the County's workpapers, support packages, and spending of its $322 million in CRF monies. We have helped policy positions supporting eligibility respond to preliminary finding on the County's FY 20 Single determinations in preparation for single Audit before it was finalized and published. audit. Grant Thornton specialists will also support the City in completing reporting requirements mandated under ARPA and uniform guidance. Our staff is versed in Treasury reporting regulations and will work directly with City officials to produce any required reporting, including Interim, Project and Expenditure, and Recovery Plan Performance reports. Grant Thornton's financial analysis and support packages play an integral role in fulfilling reporting requirements, aiding City staff in confirming eligibility figures and providing performance reporting. Finally, our team will aid in responding to any potential audit findings arising from single audit inquiry. Throughout the duration of project performance Grant Thornton will build comprehensive eligibility documents informed by expert knowledge of audit proceedings and regulatory requirements. We will use our evidentiary backlog to aid the City in demonstrating compliance and rationale behind eligibility determinations. Our staff will aide in stakeholder management, policy development, and compliance advisory in real time while navigating the audit process. Our team has significant experience providing regulatory compliance advisory in preparation for audit to public sector stakeholders. Our work with New Castle County in Delaware highlights our recent experiences validating cost claims in dynamic and emerging regulatory environments. We helped the County navigate federal funding streams provided under the CARES act using many of the strategies described above, and helped the county manage major procurement programs involving numerous stakeholders. Our work with the State of Florida and the State of Texas also demonstrates our strengths in preparing cost validations for federal dollars under demanding timelines. We helped these major entities track, manage, and validate millions in federal funding involving hundreds of stakeholders. Grant Thornton is prepared to provide our compliance advisory services for the City of Santa Ana as you manage ARPA funding across your departmental programs. We have the experience, strategy, and expertise to aid the City as it navigates funding in this complex regulatory environment. Our team has served many of the nation's largest and most complex State and Local stakeholders, and we will provide your City with the same quality of support throughout the duration of your funding streams. 2.4.6 Develop internal communication materials including but not limited to emails, PowerPoint, and memorandums to facilitate awareness regarding both City and Department of Treasury guidelines related to the use of ARPA (SLFRF) funds As identified in the City's revised scope of work, the Grant Thornton team will be available to meet with City Finance and City Project Managers on timescales that make sense for each individual's capacity and capability and at least quarterly. The City's finance staff and project managers will have instant access to the latest developments in the SLFRF guidance and requirements as well as instant access to on -demand technical assistance services through their assigned Team Grant Thornton point -of -contact and the Team Grant Thornton Project Manager. As a communications cadence is established, our team will work diligently to maximize the time spent with the City's finance staff and project managers with prepared agendas to extract data and information necessary for reporting and compliance documentation, address and research issues as they arise, and communicate the latest developments with the SLFRF. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 30 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal The goal of communications is for all stakeholders involved in and affected by the project to receive and understand the information they need. With this goal in mind, Grant Thornton tailors its communication to two main groups: our internal team, and our client. Communication tactics specific to each group are described below. Internal Team: Grant Thornton recognizes the importance of communication in accomplishing accurate, complete, and efficient service delivery. We have implemented horizontal and vertical team communication channels to allow information to flow freely throughout all levels and sub -teams. Our Supervisors perform daily standup calls with their sub -teams to discuss the work accomplished, work planned for the day ahead, and any barriers or challenges to be addressed. Supervisors leverage the information gathered in these standups to gauge risks and issues and escalate them to management as needed. Our entire ARPA funds management team also participates in weekly touchpoints that include any big picture updates, policy and procedure changes, and training opportunities. Our Client: At Grant Thornton, we pride ourselves on prioritizing and being responsive to client needs. An important component of our responsiveness is communicating early and often with our client. Our ARPA funds management team will establish regular client checkpoints to confirm mutual understanding of needs and expectations. Client checkpoints include weekly status meetings, and ad hoc meetings. We will At Metrolink Grant Thornton developed web -based dashboard to also communicate frequently via email, report the transit authority's COVID-19 (FTA and FEMA) phone, and within provided platforms to spending for both internal executive staff and well as a public provide the City of Santa Ana with communication. access to all the knowledge we've gathered throughout our interactions with Federal and State agencies, including communications, best practices and compliance playbooks that have been tested against regulatory frameworks such as 2.CFR.200. These resources are constantly updated by our Subject Matter Experts who are supported by dedicated policy analysts. 2.5 Data Requirements from City According to the City's response to Question #14 of Addendum 2: Q&A, the City would like to know what types of data/information will be required from the City's staff to complete the project. While responding to and recovering from the COVID-19 public health emergency is understandably a high priority for the City, as experienced managers of grants related to crisis response and recovery, we are sensitive to the fact that the City's staff have many other high priorities and demands for their attention that may not be related to the projects contained within the City's Revive Santa Ana Spending Plan. Our team's focus in providing these services to the City will be to act as a partner and stakeholder in the City's recovery and share in the responsibility of its administration. As partners in the City's response and recovery we will do our share, and play our part, so that the City's staff can focus on other high priorities with confidence that the project's that the City has identified as critical to the City's response and recovery from COVID-19 will not be delayed. This process will begin in the General Planning and Reporting Meeting as detailed in the RFQ. In this meeting our team will obtain the information it needs to understand the City's operations and clearly define the responsibilities and expectations of Team Grant Thornton. Promptly after this meeting our team will tailor its requests for information and data to specifically achieve the tasks and responsibilities that were assigned. Generally, to properly assess projects and expenditures for compliance with ARPA guidance and federal uniform administrative requirements we anticipate that some of the information and data that our team will request will include: • Policies and procedures related to procurement, contracting, human resources, and employee compensation • Budgetary data including general ledgers, previous audits, and general revenue collections • Procurement and use of funds information including invoices, purchase orders, and contracts In its response to Questions #1 and #11 of Addendum 2: Q&A, the City indicated that the it is tracking ARPA and other COVID-19 relief funding using the City's Lawson Infor financial accounting system. Grant Thornton is a strategic implementation partner for Infor and maintains a strategic practice within GT to Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 31 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal work side by side with clients - to help them meet changing business objectives, gain operational efficiencies, improve performance, and transform data into action. When needed our team will tap into this deep pool of knowledge and expertise to improve the efficiency of our team's data extraction and requests and support our team's understanding and utility of the data and reports produced by the City. 2.6 Limits on Liability Grant Thornton's requested limitation of liability language is included in our redline. 2.7 Warrant of Errors and Omissions Insurance Grant Thornton agrees that the firm maintains a prudent amount of errors and omissions insurance that covers negligent acts and is applicable to the work requested in the RFQ. 2.8 Authorized Signer As a Principal, Graeme Finley is authorized to contractually bind the firm. 2.9 Pending Legal Actions and Litigations In the normal course of Grant Thornton LLP's and its wholly -owned subsidiary Grant Thornton Public Sector LLC's business as a national accounting firm and government contractor (collectively "Grant Thornton'), Grant Thornton may be made a party to litigation alleging various common law and statutory violations. While Grant Thornton expects to resolve all pending matters without any material detrimental impact to the firm, like most accounting firms of any size, Grant Thornton does not disclose or discuss its litigation. Litigation is generally disposed of in the normal course of business and under any applicable professional indemnity insurance policy. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 32 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 3.0 Cost Proposal Not to Exceed Price: Grant Thornton is pleased to present this Not to Exceed Best and Final Offer (BAFO) estimate of $181,300.00. Grant Thornton's revised estimate is devised on a Time & Material basis as discussed during the orals interview on October 28, 2021 and the revised scope of services provided by the City on October 26, 2021. Specifically, the revised scope of services reflects the following changes: • Eliminated the initial Review of ARPA Spending Plan's proposed expenditures (Task 1) and will only provide the reviews on an "on -going" forward basis; • Eliminated Revenue Loss Calculations (Task 3), • Clarified the anticipated working directly with City program managers (Task 5) • Included the review of the City's ARPA Reporting Dashboard (Task 6); Accordingly, based on our understanding of the revised scope of services we are estimating the required level of effort to the first six months to be allocated as follows: Hours Task 1 125 Task 2 125 Task 4 825 Task 5 50 Task 6 125 Our Time & Materials based hours will be billed based on the below hourly rates for the selected staffing assigned to assist the City. Grant Thornton will hold the below proposed hourly rates constant throughout the six month term on all extensions thru December 1, 2023 at which time a three percent escalation will be assessed to the rates thru December 1, 2025. Staffing Positions Hourly Rates Project Executive -Partner $275.00 Project Manager $175.00 Subject Matter Expert $225.00 Senior Compliance Specialist $170.00 Senior Associate $140.00 Associate $115.00 Pricing Assumptions Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 33 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Grant Thornton's estimated level of effort is based on our understanding of the project scope and does not include broader CARES Act or ARPA funding beyond the State and Local Fiscal Recovery Fund (SLFRF) or new stimulus related activities as may be anticipated to be expanded or extended through Congressional action. The above pricing does not include any required travel. If travel is required, it will be billed at cost without markup and will be compliant with established GSA rates. The primary place of performance will be virtual due to COVID-19 pandemic public health and safety precautions. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 34 Grant Thornton Public Sector LLC 4.0 Certifications 4.1 Attachment A: References City of Santa Ana I RFQ 21- 093 Revised Proposal t CITY OF ` SANTA ANA ATTACHMENT A REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Customer Name: Contact Individual: New Castle County, Delaware Michael Smith, Esq. Chief Fiscal Officer Address: Phone Number & E-mail: 87 Reads Way 302-395-5170 New Castle, DE 19720 Michael. Smith newcastlede. ov Contract Amount: Contract Period: — Aoril 2022 Description of supplies, equipment, or services provided: New Castle County, Delaware, received $322 million directly from the U.S. Treasury through the Coronavirus Relief Fund (CRF) as part of the CARES Act. The County was faced with the burden of administering these funds by creating new grant programs, monitoring subrecipients for compliance, and documenting their rationale for the funding decisions they made. Grant Thornton initially developed a comprehensive guide to the administration of stimulus funding and continues to provide regulatory guidance to the County's Chief Fiscal Officer and County Executive. Our work includes the following key activities: Development of risk -based subgrantee monitoring procedures in -line with 2 CFR 200 requirements and implemented a financial documentation testing program to recommend payment to twenty-one volunteer firefighting companies and eleven municipalities within the County. Evaluation of grant program eligibility for private business funding, remote educational Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 35 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal • Developed a Policy and Procedures manual which serves to justify and support charging internal county costs, such as substantially dedicated force account labor and certain administrative leave expenses; • Work with the County's Internal Auditor to address Single Audit findings and questions of compliance issues; and • Provide Monthly Reporting to the County's CARES Act Audit and Compliance Task Force Committee and Weekly Reporting to the County's Chief Fiscal Officer. Customer Name: Contact Individual: Marin County, California Lisa DeCarlo Division Chief —Fiscal Administrative Services Address: Phone Number & E-mail: 3501 Civic Center Dr. Ste. 225 515-473-5660 San Rafael, CA 94903 Idecarlo marincoun .or Contract Amount: Contract Period: $1,121,000 December 2020 — June 2022 Description of supplies, equipment, or services provided: Grant Thornton is providing disaster recovery and emergency management services to Marin County as part of their response to the COVID-19 pandemic. Marin County has spent more than $25 million in FEMA eligible cost. Grant Thornton's services include the following: • Assist in navigating the FEMA Public Assistance (PA) grants process which includes project management, eligibility determinations, cost validation, and regulatory updates; • Providing subject matter expertise and coordination between FEMA, CalOES, and the County in the management of its various COIVD-19 funding sources; • Manage the County's project worksheet development and submission through FEMA's Grants Portal for COVID related activities. The scope of COVID related activities includes food distribution, non -congregate sheltering, mobile testing, vaccinations distribution, alternate care sites, and emergency protectives measures. • Weekly reporting to the County's Fiscal Administrative Services Division Chief along with daily coordination with the County's staff in the development of cost documentation. Customer Name: Contact Individual: Florida Division of Emergency Management Kassandra McGlonn Contracts Program Manager Address: Phone Number & E-mail: 2555 Shumard Oak Blvd. 850-815-4417 Tallahassee, FL 32399 Kassandra.McGlonn em.m florida.com Contract Amount: Contract Period: $11,264,000 1 December 2017 — December 2021 Description of supplies, equipment, or services provided: Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 36 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Hurricane Irma inflicted over $2.5 billion in damages across 64 counties in Florida. Grant Thornton was engaged by the Division of Emergency Management to support the financial recovery across eight counties of Citrus, Hardee, Hernando, Hillsborough, Pasco, Pinellas. Polk, and Sumter (including the metropolitan area of Tampa and St. Petersburg). We have worked with over 135 subrecipients to manage 987 projects representing $226.2 million. Our 35-person team validated and approved for payment $202.3 million on behalf of the Division. The scope of our work includes the following major tasks: • Direct involvement in the project worksheet (PW) approval and continues through project closeout. Our work involves qualify assurance reviews and providing recommendations to the state to approve or return the projects to FEMA for amendments. This review includes identifying documentation necessary to support claimed costs and reconciling those costs to the total eligible amount. • Providing 100% validation of claimed costs for large project and auditing subrecipients for compliance with applicable laws, rules, regulations, and policies. This includes 2 CFR 200, the Public Assistance Program and Guide (Version 4), and other sources of grants governance. Our compliance audit program is designed to verify expense eligibility by confirming that all claimed costs qualify as allocable, allowable, and reasonable. • Confirming compliance with Federal Legislation, by providing accurate reporting on the Recipient's performance and operations, and by processing payments timely on their behalf. This includes the Federal Funding Accountability and Transparency Act (FFATA) and the Cash Management Improvement Act (CMIA). • Verifying that the scope of project work was completed satisfactorily. This involves planning and executing site visits, as well as documenting the results of our findings.; and • Reporting on our support, managing the 135 subrecipients, through providing Weekly and Monthly Reports that detail the activities performed in the eight Florida counties. THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFQ No. 21-093 American Rescue Plan Act Consulting Services Page 23 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 37 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 4.2 Attachment B: Proposer's Statement Grant Thornton's completed and signed Attachment B follows this page. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 38 Grant Thornton Public Sector LLC Ee,ir], CITY OF SANTA ANA ATTACHMENT B PROPOSER'S STATEMENT City of Santa Ana I RFQ 21- 093 Revised Proposal Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execration, and when it or an exact copy of it has been eitherdelivered to proposer or deposited with the United States Postal Service property addressedto the proposerwith the correct postage affixed thereto. Proposerfurther agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and 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 City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFQ. Signed and Printed Date RFQ No. 21-093 American Rescue Plan Act Consulting Services Page 24 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 39 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 4.3 Attachment C: Non -Collusion Affidavit Grant Thornton's completed, signed, and notarized Attachment C follows this page. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 40 Grant Thornton Public Sector LLC CITY OF SANTA ANA ATTACHMENT C NON -COLLUSION AFFIDAVIT City of Santa Ana I RFQ 21- 093 Revised Proposal (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 proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal 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 proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, 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 proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal 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 proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal 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 proposal. Note: The above noncolluslon affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this noncollusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. f 1.11-1-1. 1 - // State of California, County of C on'�r� Subscribed and swom to (or affirmed) before me on this /0A day of. .Sew{enix�r , 20 2( , by proved to me on the basis of satisfactory evidedce to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal RFQ No. 21-093 American Rescue Plan Act Consulting Services Page 25 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 41 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal CALIFORNIA JURAT A notary public or other officer completlng 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: Contra Costa Subscribed and sworn to (or agirmed) before me on the 0 day of $Qp , 2021 by a.p rmt. Pnle T" proved to me on the basis of sa s Mory evidence to be the person who appeared before me. C10MPNaq ' RI aouar weuc.cwroaau Signature: Kajol Rana Chhetri amaaeoamcoWM sncoseeaa xnrw.�E"°'aes Title of Document: _NDn-Collug7pn Aff; C(avi+ Total Number of Pages including Attachment: — Notary Commission Expiration Date: July 04, 2025 Notary Commission Number: 2364085 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 42 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 4.4 Attachment D: Non -Lobbying Certification Grant Thornton's completed and signed Attachment D follows this page. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 43 Grant Thornton Public Sector LLC EZ CITY OF SANTA ANA ATTACHMENT D NON -LOBBYING CERTIFICATION City of Santa Ana I RFQ 21- 093 Revised Proposal The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities;' in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be induced in all lower tier subcontracts, which exceed $100,000 and thatallsuch subrecipients shall certify and disclose accordingly. Signed: Titre: Principal Firm: Grant Thornton Public Sector LLC Date: 9110121 THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFQ No. 21-093 American Rescue Pan Act Consulting Services Page 26 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 44 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 4.5 Attachment E: Non -Discrimination Certification Grant Thornton's completed and signed Attachment D follows this page. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 45 Grant Thornton Public Sector LLC Ell City of Santa Ana I RFQ 21- 093 Revised Proposal CITY OF SANTA ANA ATTACHMENT E NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, cola, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff ortermination; rates of pay or otherforms of compensation; and selection fortraining, inducing apprenticeship. The Consultant 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 Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she 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 Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant'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 Consultant may be declared ineligible for further Government contracts or federally assisted construction 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 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. RFQ No. 21-093 American Rescue Plan Act Consulting Services Page 27 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 46 Grant Thornton Public Sector LLC I CITY OF SANTA ANA City of Santa Ana I RFQ 21- 093 Revised Proposal The Consultant 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 Consultant becomes involved in, or isthreatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 State. 1939. and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating /this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Principal Finn: Grant Thomton Public Sector LLC Date: THIS PROPOSALS' RFQ No. 21-093 American Rescue Plan Act Consulting Services Page 28 of 34 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 47 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 4.6 Attachment F: Resumes Tamara Reynolds, MBA, PMP Ms. Reynolds is Grant Thornton's state and local practice leader. Her team provides advisory services to government entities at all levels of all types of government (e.g. public higher education institutions, state agencies, county and city governments, and authorities). Ms. Reynolds brings 20+ years of consulting experience, including 10+ years leading risk management (including grants management) engagements. Relevant COVID-19 Advisory Services — Ms. Reynolds leads engagements which advise public, private, and not - for -profit clients in how to maximize use of federal and non-federal funding sources while retaining compliance with program guidance and regulations. CaIHFA — HRC Mortgage Relief Program — Ms. Reynolds leads Grant Thornton's engagement team supporting the California Housing Relief Corporation (CaIHRC) management of its $1.1 billion grant from the ARPA Homeowners Assistance Fund. Grant Thornton is supporting CaIHRC with program integrity, compliance reviews, eligibility determinations, fraud risk assessment and the development of internal controls for its quality assurance program. Federal Grants Management & Recipient Technical Assistance — Prior to leading the State and Local market, Ms. Reynolds was the Key Relationship Leader for the Department of Health and Human Services (HHS). As the largest grant -making Agency in the Federal government, many projects required grants management and grants recipient collaboration. Grants projects under her leadership included recipient compliance reviews for the Low Income Home Energy Assistance Program, fiscal stewardship and best practices reviews of State health departments (for the CDC), technical assistance to support recipients of a Traumatic Brain Injury program, and technical assistance for State recipients of the Preschool Development Grant B-5 grant program (for ACF). Superstorm Sandy Emergency Grants Management— Provided emergency grants management support with clients in the NJ Office of Emergency Management and NJ Environmental Infrastructure Trust. Grant Thornton continues to provide oversight over grant -funded construction projects. Work History Grant Thornton Public Sector LLC, January 2020 - present • Managing Principal, August 2020 - present • Principal, January 2020 - July 2020 Grant Thornton LLP, November 2003 - December 2019 • Principal, August 2010 - December 2019 • Senior Manager/Manager, November 2003 - July 2010, General Dynamics, Manager, April 1999 - November 2003 General Electric, January 1995 -April 1999 Education and Certifications M.B.A, Decision Analytics/Public Policy Emphasis, George Washington University B.S., Management Information Systems, Pennsylvania State University Project Management Professional (PMP), Project Management Institute Six Sigma Blackbelt - General Electric & the American Society for Quality (ASQ) Certified Group Facilitator Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 48 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Wendy Morton-Huddleston, MBA, PMP, CGFM IMs. Morton-Huddleston's Outstanding Qualifications for Engagement Partner Wendy Morton-Huddleston is a Risk Advisory Services Leader and Principal in Grant Thornton's Public Sector practice. She has over twenty years of experience in project management, enterprise risk management, financial management, business process optimization, grants management, internal controls and strategic planning. Wendy currently serves as a senior advisor for several accounts to assess quality service delivery, methodology effectiveness and client satisfaction. Relevant Marin County, CA Disaster Cost Recovery Services — Advise the client on disaster recovery and mitigation efforts in compliance with applicable local, state, and federal laws, regulations and FEMA requirements. Provide recommendations that impact grant eligibility, funding sources and expenditures. Grant Thornton LLP, Florida Division of Emergency Management — Leading a team of 40+ practitioners to address grants management requirements for hurricane relief of Irma & Michael across eight counties of subrecipients (education, law enforcement, healthcare) to execute compliance reviews on behalf of the state for reimbursement from FEMA - $70M processed as of April 2020. Innovation includes the use of Robotics Process Automation and Tableau visualization to achieve efficiencies. Grant Thornton LLP, Department of Homeland Security (DHS) Cybersecurity and Infrastructure Security (CISA) — Leading Provide advisory services in data analytics, audit remediation, and internal controls. Created efficiencies and effective controls within IT access, property management, and payment management workflows. Grant Thornton LLP, Department of Homeland Security (DHS) Secret Service — Provide advisory services in pre -audit readiness, post audit corrective actions and internal controls maturity. Grant Thornton LLP, United States House of Representatives — Provide engagement oversight and technical acumen to guide the internal control team to perform remediation of open Inspector General (IG) audit findings, Office of Management and Budget (OMB) Circular A-123 requirements, testing and implementation of ERM. Business process areas include accounts payable, acquisition management, budget, and financial reporting. Provide strategic insights to the business transformation office. Work History Grant Thornton LLP, August 2003 - present • Principal, August 2010 - present • Director, August 2006 - July 2010 • Senior Manager, August 2004 - July 2006 • Manager, August 2003 - July 2004 BearingPoint (formerly KPMG Consulting), Senior Consultant, July 2001 - August 2003 Arthur Andersen, Consultant, October 1996 - June 2001 Education and Certifications Executive Leadership Certificate, Cornell University M.B.A., Management, University of Maryland M.S., Finance, University of Maryland B.S., Finance/Minor: Business Administration, Norfolk State University Project Management Professional Certified Government Financial Manager Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 49 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Poupee Kim, CICA jMs. Kim's Outstanding Qualifications for Federal Funding Compliance Supervisor Poupee Kim is a seasoned manager with extensive experience in providing disaster recovery, program management support and grant administration to federal, state and local governments. Her specific focus has been on Community Development Block Grant (CDBG) programs and FEMA Public Assistance funding, in the wake of Hurricanes Katrina, Rita, Ike, Irma and Michael. Ms. Kim has 15 years of quality control review, professional services and oversight consulting experience to state, local and federal government stakeholders. She is a Certified Internal Controls Auditor (CICA). Relevant Experience U.S. Department of State, Bureau of Administration, Office of Emergency Management, Diplomatic Continuity Program — Ms. Kim serves as a Senior Analyst lead to support the team in providing Risk Analysis, Business Process Analysis, and Business Impact Analysis for the Bureau of Administration for the Department of State (DoS). Ms. Kim helps infuse risk management in the process of identifying, collecting and analyzing mission essential functions (MEFs) on the Business Process Analysis/Business Impact Analysis (BPA/BIA) process, as proscribed by Federal Continuity Directives 1 and 2. The update and validation of essential functions includes conducting a comprehensive BPA to understand those processes necessary to the performance of organizational functions and requirements and also includes conducting a BIA to identify potential impacts on the performance of essential functions and the consequences of failure to sustain them. COVID-19/CARES Act Implementation — Ms. Kim serves as a FEMA lead under the COVID-19 Emergency Presidential Declaration. As a Subject Matter Expert (SME), Ms. Kim aids in managing claims to recover eligible expenses and lost revenues from COVID-19 with primary focus on recoveries from insurance, the CARES Act and FEMA Category B — Emergency Protective Measures. She assists in the development and review of Elements of Essential Information (EEI), Dimension and Description of Damages (DDD) and Scope of Work (SOW) for input into the Federal Emergency Management Agency (FEMA's) Grants Portal. Ms. Kim also supports the collaboration with healthcare professionals to identify and quantify other available funding sources (e.g. Department of Health and Human Services (HHS), Centers for Disease Control and Prevention (CDC), Private Insurance, and related entities). She collaboratively develops monitoring and compliance approaches intended to assist in maintaining documentation and securing appropriate reimbursement. She is also responsible for project management and driving the key work stream activities and deliverables to meet project objectives. California Department of Housing and Community Development (HCD) — Ms. Kim served as a Grants Management Subject Matter Expertise (SME) on HCD's CDBG and CDBG-DR program funds that were approved by HUD and allocated to the State of California to address unmet long-term recovery needs arising from damage caused by the 2017 wildfires, flooding, mudflows, and debris flows. She was responsible for the grant program requirements, business rules and processes, procedures, and internal controls to support the implementation of the grants management system. She supported the prime contractor through all Project Management Office (PMO) work -stream activities including the Project Implementation Plan, Validated Requirements Report, Gap Analysis and Configuration Plan of the system to match HCD's workflows. Florida Division of Emergency Management (DEM) Grants Management (Hurricane Irma) — Ms. Kim serves as the Project Manager responsible for providing comprehensive grants management services for Hurricane Irma (DR-4337) on behalf of the State of Florida and oversees Grant Thornton's grants management staff. Ms. Kim manages a team of 30+ professionals in their provision of compliance services while guiding Subrecipients through validation, reimbursement, closeout processes and timely deliverables. Ms. Kim manages the workflow of the Recipient Final Review approval for assigned PWs, coordinates the contract execution of subgrant agreements, and conducts the validation of cost documentation and expense support and reimbursement processes along with quarterly reporting and PW closeouts for small and large projects. Ms. Kim is also responsible for onboarding new team members and oversees the training and procedure process. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 50 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Work History Grant Thornton Public Sector LLC, January 2020 - present • Manager, January 2020 - present Grant Thornton LLP, August 2018 — December 2019 • Manager, August 2018 — December 2019 CohnReznick LLP, Manager, May 2005 - January 2018 Education and Certifications B.A., International Studies, Towson University Institute for Internal Controls — Certified Internal Controls Auditor, CICA Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 51 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Christina Suthammanont, PhD, PMP jDr. Suthammanont's Outstanding Qualifications for Program Controls and Standards Supervisor ) Christina is a Senior Associate in Grant Thornton's Public Sector Digital Transformation and Management practice. Combined, she has twenty years' experience in higher education, customer engagement, resource optimization, and workforce analytics. She has led numerous independent and collaborative research projects, from initial literature review and data collection through analysis, reporting, and presenting to both technical and non -technical audiences. Christina has a doctorate (PhD) in quantitative political science and holds certification as a Project Management Professional (PMP). Relevant Experience Grant Thornton Public Sector, LLP— Grants Management. Serve as workstream lead for several programs at New Castle County. Lead development of testing plans, risk analysis matrixes, and workpaper and testing templates. Provide thought leadership around position statements and review work products as produced by the team. Coordinate all client -based correspondence and engage with clients to provide briefings and discuss and resolve potential issues. Provide quality assurance and control of team eligibility and compliance testing of expenses claimed under federal funding streams. Workforce Analytics and Optimization. Provide advisory and analytics support to federal agencies with focus on workforce optimization methods, assessing workforce capacity, and identifying process improvements using a variety of methodological tools and approaches. Perform risk assessment and mitigating strategies as part of grants management project. Contribute to research and development of capabilities within Digital Transformation and Management service line. Demonstrate thought leadership through developing white papers and position statements addressing timely client or environmental issues. Conduct requirements gathering sessions with key stakeholders and subject matter experts. Collect workforce data via interview, unstructured documents, and structured data resources; assess data quality, cleanse data and prep for analysis; perform data analysis supported by data type and quality; report key findings in executive summary and comprehensive reporting, study documentation, and knowledge transfer materials in larger report. Identify opportunities for process, data, and workforce improvements with strategic and tactical client benefits. Develop, implement, and analyze compliance and risk assessment instruments DRT Strategies, Inc. — U.S. Department of Agriculture, Office of the Chief Information Security Officer (OCIO); Cybersecurity Executive Order. Collaborate with ISC leadership to develop and implement strategic cyber security initiative, including Department -wide cybersecurity IT consolidation, in response to OMB Cybersecurity Risk Management Assessment and within NIST Risk Management Plan. Collaborate with stakeholders as Subject Matter Expert on enterprise -wide survey, developing methodology and content to achieve objectives; conduct analysis and reporting. Gather requirements, identify risks and milestones; facilitate communication across multiple working integrated project teams (WIPT), and monitor performance goals while mitigating risks. Mentor professional development of project management skills in fellow colleagues. Provide Service Delivery strategic support with analysis of alternatives, data collection, and analysis. Leverage program building experience to identify and develop corporate strategy for business development. Create and deliver corporate training program and materials to further competitive advantage through providing professional development opportunities. Work History Grant Thornton Public Sector LLC, Senior Associate, June 2019 - present DRT Strategies, Inc., Project Manager and Consultant, February 2016 -June 2019 International Business Machines, Inc. (IBM), Managing Consultant, January 2016 - August 2017 Texas A&M University -San Antonio, Assistant Professor and Program Coordinator, August 2010 - February 2016 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 52 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Education and Certifications PhD, Quantitative Political Science, Texas A&M University B.A., Political Science, New York University Project Management Professional (PMP) Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 53 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Khiry Burke (Mr. Burke's Outstanding Qualifications for Reportinq and Data Compliance Suoervisor Khiry is a Senior Associate in Grant Thornton's Public Sector Risk Advisory and Management practice. Mr. Burke has 5+ years of experience in internal auditing, financial analysis, contracts compliance, federal grant monitoring, project database management, and support of system update/modernization. Khiry has lead teams through the Compliance Monitoring life cycle that resulted in quality deliverable submission. Relevant Experience COVID-19 — New Castle County, DE Coronavirus Relief Fund Grant Management— Mr. Burke led a team in the development of New Castle County Office of Finance's policy and procedures for recording, reconciling, monitoring, and reporting on Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Fund usage. He conducted interviews with multiple stakeholders within the County to document their processes. Mr. Burke managed a team that resolved potential issues brought forth by the New Castle County's Internal Audit Department. He assisted in the development of the process to conduct eligibility testing related to Administrative Leave as it pertained to CARES Act Fund usage. Florida Division of Emergency Management (FDEM) — Mr. Burke was responsible for data migration, Quality Assurance and Quality Control (QAQC) reviews, and Request for Reimbursement (RFR) compliance testing for Grant Thornton's disaster recovery and grants management engagement. He interacted with system interfaces such as the Federal Emergency Management Agency (FEMA) Grants Portal, EMMIE, and Florida PA. He performed cost validations of line items under the regulations of 2 CFR 200 and Proposal & Award Policies & Procedures Guide (PAPPG) to assist subrecipients with the reimbursement process. Texas Lottery Commission — Contract Compliance Monitoring Services — Mr. Burke performed testing and verification of the client vendor data interface system, compliance financial data reports, and application of software change management. Reviewed software change management practices and documentation to ensure adequate quality assurance testing and client acceptance prior to release of software. Performed detailed testing of contract requirements, which included: verification that interfaces were transferred in accordance with the data exchange schedule, accuracy of reporting compliance with service level requirements, software requirement specifications, and data center operations. Executed quarterly testing of primary contract terms for account management and administration including, service management, facilities support services, business continuity, disaster recovery, and training. Developed quarterly testing procedures that addressed high, medium, or low compliance area risks to fully address potential contract related issues. Supported database updates, which contained over 1,000 contract requirements, contract amendments, testing schedules, procedures as well as results/follow-up actions. Developed weekly reports. Supported Project Manager with resource management, revenue forecasting, and client invoice reviews. Texas Department of Transportation (TxDOT) — Enterprise Information Management Strategic Planning Services— Mr. Burke developed the master project schedule through the use of Microsoft Project and monitored progress. Supported the stakeholder interview process of approximately 100 TxDOT employees, which included senior executives. Prepared documents, drafted minutes and conducted analyses. Utilized interview data to develop Tableau Data Visualizations that displayed trend data for additional analysis. Assisted in development of an Enterprise Information Management (EIM) Strategic roadmap, which displayed the proposed timeline of transitioning the department's legacy systems to an updated system. Texas Division of Emergency Management (TDEM) — Grants Monitoring — Mr. Burke partnered with FEMA personnel as an agent of the State of Texas Department of Emergency Management for federally declared disasters declarations 4223, 4245, 4255, 4269, and 4272. Supported financial management activities for the State Public Assistance program. Assisted with sub -recipient appeals, reviewed procurement of contracts and examined sub -recipient's support of eligible costs. Assisted applicants with Federal and State procurement law compliance issues. Managed the project management database by Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 54 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal updating and tracking sub -recipient project worksheets as they proceeded through the Public Assistance program. Prepared status reports and assisted in drafting budgets that were submitted to the client. Facilitated training employees on project management databases and preparation of status reports. Work History Grant Thornton Public Sector LLC, January 2020 - present • Senior Associate, January 2020 - present Grant Thornton LLP, February 2016 — December 2019 • Senior Associate, August 2018 — December 2019 • Associate, February 2016 — August 2018 Alabama Department of Revenue, Internal Audit, Accountant I, June 2015— February 2016 Education and Certifications B.S., Business Administration -Accounting, Troy University Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 55 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal David Barth, MPA Mr. Barth's Outstanding Qualifications for State & Local Grants Compliance Subject Matter Expert Dave will advise on all requirements of the ARPA/SLFRF award. He has over twenty years of experience with grants and financial management systems and over forty years of experience working with state governments focused on financial management solutions and advisory services. He leads multiple state government engagements supporting disaster recovery activities, FEMA compliance monitoring and CARES Act and ARPA support. He has extensive experience with governmental business operations and is considered a subject matter expert in many fields within the firm. Prior to joining Grant Thornton, he was the Director of Budget and Finance for the New Jersey Department of Environmental Protection and was responsible for the overall financial management of the Department's operating budget, federal grant programs and special revenue funding; and negotiating the Department's indirect cost rate with US Environmental Protection Agency. Relevant Experience CaIHFA — HRC Mortgage Relief Program — Serves as a Subject Matter Expert providing California Housing Finance Authority (CalHFA) and its subrecipient agency California Homeowners Relief Corporation (HRC) manage the State's Mortgage Relief Program funded through the ARPA— Homeowners Assistance Fund appropriations representing approximately $1.1 billion. Dave's specific focus is to provide 2 CFR 200 compliance support and eligibility determinations along with the evaluation of HRC's Policies and Procedures for federal program compliance. Golden Gate Bridge, Highway & Transportation District— Serves as a Subject Matter Expert assisting the District's with eligibility determinations of its COVID response activities associated with FEMA's Public Assistance Program. Key aspects of the work involve the coordination between the District, CalOES and FEMA; and the submission on project documentation through FEMA's Grants Portal. Marin County— Disaster Cost Recovery— Serves as a Subject Matter Expert supporting the Grant Thornton's team working with the County to develop its COVID response program including emergency food distribution; non-congregant housing; COVID testing; and vaccine distribution. Key aspects of the work involve the coordination between the County, CalOES and FEMA; the submission on project documentation through FEMA's Grants Portal; and validating claimed costs within the requirements of 2 CFR 200 and FEMA's Public Assistance Guide. New Castle County CRF Subrecipient Monitoring — Serves as the Engagement Director with New Castle County as a direct recipient of CARES Act Coronavirus Relief Fund. His responsibilities serve to support the County with the review of the County program guidance, its system of internal controls, subrecipient risk assessment and subrecipient monitoring and reporting. Southern California Regional Rail Authority - Metrolink — Served as the Engagement Director and Project Manager supporting Metrolink's compliance with federal requirements under the CARES Act. Metrolink represents the centralized transportation agency in southern California for Los Angeles, Orange, Riverside, Ventura and San Bernardino Counties. The focus of Grant Thornton's work is the development of funding strategies on the use of CARES Act monies specifically from the Federal Transit Authority (FTA) and FEMA. COVID - CARES Act Implementation — Served as the Engagement Director for ten different Healthcare — FEMA clients including WellSpan Health, St. Joseph's Hospital, Grant View Health, Indiana University Health, St. Francis Healthcare System, Geisinger Health, AtlantiCare Health, Beebe Health, Doylestown Hospital and AHRC. His responsibilities included the coordination between Grant Thornton grants management specialists (FEMA) and the commercial healthcare practitioners. The focus of the integrated services was to address healthcare systems' response to the treatment of COVID patients; compliance with federal requirements and maximizing federal funding through the Provider Relief Fund. Florida Division of Emergency Management - Serves as the Engagement Director supporting the State of Florida recovery from the impacts of Hurricanes Irma and Michael, monitoring compliance with FEMA Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 56 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal requirements and assisting local governments through their recovery process. Responsibilities include the QA/QC review of all assigned Project Worksheets, final approval of subrecipient reimbursement requests, management of technical staff and providing guidance on the project implementation. Passaic Valley Sewerage Commission (PVSC) - Serves as the Project Manager for Grant Thornton's contract with the New Jersey Department of Treasury to provide fiscal integrity oversight and compliance monitoring reviews of FEMA funded recovery efforts. The monitoring involves the compliance reviews of PVSC's financial, administrative and procurement processes; invoice processing and contractual payments; and monthly reporting of 12 engineering and/or construction projects associated with approximately $500 million in recovery and mitigation work. Texas Department of Public Safety - Served as a Senior Emergency Management Specialist supporting the Texas Division of Emergency Management (TDEM) in their FEMA Public Assistance Program recovering from presidentially declared disasters in 2015 and 2016, providing quality assurance reviews of FEMA Project Worksheets (PW); and authorizing payment approvals as TDEM's Grant Administrator. Mr. Barth was responsible for the management of Grant Thornton staff assigned to TDEM overseeing the project and account closeouts. New Jersey Office of Emergency Management (NJOEM) - Served as the Program Manager of Grant Thornton's contract with the New Jersey Office of Emergency Management (NJOEM) reviewing compliance procedures for small project PWs, developing the required standard operating procedures, and providing a QA/QC review of small project PWs related to the Superstorm Sandy recovery efforts. Director, Division of Budget and Finance, New Jersey Department of Environmental Protection - Responsible for the implementation, execution and management of the Department of Environmental Protection's (DEP) annual operating and capital budgets including related federal funding. Responsible for the Department's financial accounting and grants management systems and procurement operations. Lead the implementation of a Performance Base Budget system integrating programmatic budget needs, strategic directions and financial solutions; developing the schedule, issuing the necessary guidance, overseeing and preparing the required financial analyses of multiple funding options as part of DEP's annual budget process. Participated on a work team to incorporate Key Performance Indicators into a budget measurement system. Coordinated an internal DEP team to identify multiple state and federal funding sources to address immediate response activities to Hurricane Sandy damage. Developed a management structure to identify, maximize and manage federal funding sources for New Jersey's Rebuilding and Recovery efforts as they related to the New Jersey Department of Environmental Protection recovery efforts. Established the process and procedures to ensure the necessary internal controls were in place to oversee the spending and grant compliance conditions during the implementation phases of rebuilding. Deputy Director, Division of Financial Management, Planning and General Services - Responsible for the financial condition of the Department's appropriations of General State Funds, Bond Funds, Special Revenue Funds and associated Dedicated Funds. Responsible for the supervision of the Department's procurement activities. Authorized as a Department's Fiscal and Budget Officer. Representative of the Commissioner in financial matters associated with general obligation bonds, authority debt financing and tax reform issues. Work History Grant Thornton Public Sector LLC, Director, January 2020 - present Grant Thornton LLP, Manager, October 2013 — December 2019 New Jersey Department of Environmental Protection, Director of Budget and Finance, September 1995 — June 2013 Education and Certifications M.P.A., Rider College, Program for Administrators B.A., U.S. History, Fairfield University Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 57 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Rachel Stushek, CPA IMs. Stushek's Outstanding Qualifications for Audit Subiect Matter Exoert Ms. Stushek has over 17 years of experience providing auditing support to non-profit organizations. Ms. Stushek has approximately 4 years of experience working with Federal entities. She has experience serving under audits that were performed under Government Accountability Office (GAO) "Yellow Book" auditing standards, American Institute of Public Accountants (AICPA) auditing standards, and OMB CircularA-133/uniform guidance. Rachel leads audit and assurance engagements providing quality assurance role, risk management and serves as a consultative resource for technical questions and issues for various audits, performance audits, and examinations. Relevant Office of Personnel Management (OPM), Defense Finance and Accounting Services (DFAS), Defense Contract Management Agency (DCMA), Social Security Administration (SSA); Federal Communications Commission (FCC), Air Force Working Capital Fund (AFWCF), Washington Headquarters Services (WHS); U.S. Special Operations Command (USSOCOM), Office of Navajo and Hopi Indian Relocation (ONH/R) — Ms. Stushek has served each of these audit and assurance clients in her role as Professional Practice Director of Grant Thornton's Public Sector audit practice. In this quality assurance role, she assists in managing risk and serves as a consultative resource for technical questions and issues for various audits, performance audits, and examinations. Salvation Army Central Territory — Ms. Stushek served this church denomination and social services agency throughout all of her years at Grant Thornton. At various times, she managed the financial statement and single audits of individual operating units in Indianapolis, Kansas City, St. Louis, Chicago, Grand Rapids, the Twin Cities and Omaha. For the last three years, she also directed overall coordination of all ten operating unit audits, and also managed and reviewed the high risk areas of the consolidated audit of the Salvation Army Central Territory. The operating unit audits were performed under GAO "Yellow Book" auditing standards as well as AICPA auditing standards, and the consolidated audit was performed under AICPA auditing standards. Work Grant Thornton LLP, July 2009 - present • Managing Director, August 2019 - present • Director, August 2014 - July 2019 • Manager, August 2010 - July 2014 • Senior Associate, July 2009 - July 2010 Deloitte & Touche LLP, July 2003 - June 2009 • Senior Associate, August 2006 - June 2009 • Associate, July 2003 - July 2006 Education and Certifications Bachelor of Science, Accounting, Grove City College Certified Public Accountant, Virginia and Illinois Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 58 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Susanna Koo Susanna is a Senior Associate at Grant Thornton's Public Sector Los Angeles office with over 3 years of professional management consulting experience. Ms. Koo has led projects and teams to success utilizing strategic business planning. She has a strong ability to support all business functions and prioritize tasks to execute project deliverables. Relevant COVID-19 — New Castle County, DE Coronavirus Relief Fund - Ms. Koo evaluated and processed more than 50 Subrecipient applications. She reviews the Subrecipient's supporting documentation in compliance with the US Treasury's Coronavirus Relief Fund guidance for eligible costs to be reimbursed. Los Angeles World Airport (LAWA) — Project Administrator - Prepare, update and distribute meeting minutes, risk log, action item log, issue log and decision log. Provide meeting highlights to Project Manager for decision. Schedule and attend project status and technical meetings. Login and distribute record of submittals and Request for Information (RFIs). Assist and manage with the Project Manager for cost control throughout the task orders initiation and procedure. Harley Ellis Devereaux, Project Administrative Assistant - Support the Project Management team and Studio Leaders with quality, and confidentiality, quickly manage risk issues, create work plan for wallboards, schedule budget impacts, and ensure issues are corrected. Perform administrative functions, including calendar management, scan and copy documents, review contracts, reports, manage budgets, and create letters of transmittals, meeting minutes, agendas, and attendance record. Prepare for meetings/events, manage project schedules, and assist in strategic planning utilizing WebEx, GoToMeeting, and Outlook, and distribute to relevant teams. Collaborate on multiple projects during Construction Document Phase, review all RFCs/RFIs/Submittals/Sketch log through Newforma system, and coordinate with Senior Project Architects from conception to completion. Create Budget Analyst reports/summaries for Senior Project Managers, throughout the project lifecycle for the evaluation of project performance. Act as the main contact for General Contractors, Owner Representatives, Consultants, and Operation Teams for schematic design, design development, construction administration and any project related items. Work History Grant Thornton Public Sector LLC, January 2020 - present • Senior Associate, August 2020 — present • Associate, January 2020 — July 2020 Grant Thornton LLP, Associate, October 2018 — December 2019 Los Angeles World Airport, Project Administrator, Jan 2018 — Mar 2021 Harley Ellis Devereaux, Project Administrative Assistant, Jan 2014 — Jan 2018 Education and Certifications B.A., Economics, University of Southern California Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 59 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Eric Fey Eric is an adaptable professional applying general government experience in the public sector while located in our Sacramento office. Eric demonstrates proven talent for analyzing problems using data, developing, and simplifying procedural improvements and operations design. He has developed a particularly strong understanding of the following areas: technical report research, writing and editing, statistical Analysis, and project management. Relevant Grant Thornton Public Sector LLC - Specialization in grant subrecipient monitoring and compliance for disaster relief funding. Assist with Coronavirus Relief Fund reimbursement procedures and interpret US Treasury Department guidelines for New Castle County, DE. Expedite Golden Gate Bridge District's Request for Public Assistance for Federal Emergency Management Agency reimbursement of all eligible costs under Category B. Federal Emergency Management Agency- Provide focused Senior Leadership Briefings to FEMA Region IX Administrator and National Watch Office tracking California's daily response efforts in response to COVID-19. Interface with state and federal partners to determine information requirements within the Incident Command Structure. Conduct research related to a broad range of response topics from state organization, medical & safety developments and data analytics. Florida State University - Research for the Leroy Collins Institute "Better Choices: Evidence -based policymaking techniques could improve Florida's outcomes for delivery of human services programming. Served as Public Administration Graduate Association Vice President. P 11-ml Grant Thornton Public Sector LLC, Associate, April 2021 - present Federal Emergency Management Agency, Situation Unit Lead, July 2020 - January 2021 Florida State University, Research and Teaching Graduate Assistant, August 2019 - present Education and Certifications M.P.A., Florida State University, Projected December 2021 Bachelor of Public Policy Administration in Public Management, James Madison University Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 60 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal Tim Luzano Mr. Luzano is a Manager with Grant Thornton Public Sector, LLC. He is an accomplished data management practitioner overseeing engagements regarding data governance, data quality, and data integration. Mr. Luzano is also an accomplished finance professional with demonstrated ability performing financial analysis including, but not limited to Income Statement analysis, Budgeting, Forecasting, and Cost Planning. Mr. Luzano has extensive Public Sector experience working with Texas Department of Transportation (TxDOT), Utah Department of Transportation (UDOT), and Hawaii Department of Transportation (HOOT). Relevant Experience Grant Thornton, Utah Department of Transportation — Grant Thornton is currently working with the Utah DOT to implement an open data and business intelligence platform to provide them with an analytical, reporting and dashboard management tool that provides transparency and actionable information. This solution provides an integrated data storage. ETL and data visualization platform used to facilitate functions with the agency and enables personnel at UDOT to perform theirjobs more efficiently. Texas Department of Transportation — Grant Thornton was hired to provide TxDOT with EIM strategic planning services including the development of an information management strategy and a 10-year implementation roadmap to modernize TxDOT's data management and analytics platform, as well as the supporting projects and programs needed to help make such a platform successful. Hawaii Department of Transportation — Grant Thornton is working to implement an open data and BI platform for the Hawaii Department of Transportation in order to deliver actionable insights to stakeholders throughout the agency using up-to-date, accurate data through a series of dashboards and reports hosted on the cloud -based data portal. Grant Thornton's efforts with HDOT include process automation, data transformation, custom report development work and collaborating with leadership to design and track Key Performance Indicators for the organization (KPIs). The entire engagement operates using agile project management under which requirements and solutions evolve through the collaborative effort of self -organizing and cross -functional teams and their customer/end user. Work History Grant Thornton Public Sector LLC, Manager, Aug 2018 - present Sears Holdings Corporation, Manager Reporting and Analytics, Nov 2015 — Feb 2017 Brown -Forman, Senior Financial Analyst, June 2013 — June 2015 Humana, Financial Analyst, June 2009 — June 2013 McCauley, Nicolas, and Company, Staff Accountant, Nov 2008 — May 2009 General Electric, Financial Services Representative, May 2006 — Oct 2008 Education and Certifications M.S., Business Analytics, University of Notre Dame M.B.A., Indiana University B.S., Accounting, Indiana University Certified Data Management Professional (CDMP) Project Management Professional (PMP) Certified Scrum Master (CSM) 5.0 References Grant Thornton's references are included in section 4.1 References. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 61 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 6.0 Evidence of Financial Capacity Grant Thornton, if awarded a contract, will provide requested evidence of financial capacity. Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 62 Grant Thornton Public Sector LLC City of Santa Ana I RFQ 21- 093 Revised Proposal 7.0Insurance Grant Thornton maintains professional liability insurance and general commercial liability insurance coverage for the provision of accounting and advisory services. The insurance coverage and limits are consistent with other national accounting firms of its size. Upon acceptance of Grant Thornton's proposal to provide services, and upon request, Grant Thornton will provide the City verification of professional liability insurance and/or a certificate of general commercial liability insurance. Grant Thornton does not provide copies of its insurance policies to third parties. [NOTE: SEE SECTION 2.6 FOR WARRANT OF ERRORS AND OMISSIONS INSURANCE] Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation. 63 This proposal is the work of Grant Thornton Public Sector LLC, the U.S. member firth of Grant Thornton International Ltd, and is In all respects subject to negotiation, agreement, and signing of specific contracts. The information contained within this document is intended only for the entity or person to which it is addressed and contains confidential and/or proprietary material. Dissemination to third-partles, copying, or use of this information is strictly prohibited without the prior written consent of Grant Thornton Public Sector LLC. 'Grant Thomton' refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member fines, as the context requires. Grant Thornton International Ltd (GTIL) and the member fins are net a worldwide partnership. GTIL and each member fine is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member fins are not agents of, and do net obligate, one another and are not liable for one anothefs acts or omissions. Tax Professional Standards Statement This document supports Grant Thornton LLP's marketing of professional services, and is not written tax advice directed at the particular facts and circumstances of any person. If you are interested in the subject of this document we encourage you to contact us or an independent tax advisor to discuss the potential application to your particular situation. Nothing herein shall be construed as imposing a limitation on any person from disclosing the tax treatment or tax structure of any matter addressed herein. To the extent this document may be considered to contain written tax advice, any written advice contained in, forwarded with, or attached to this document is not intended by Grant Thornton to be GrantThornton used, and cannot be used, by any person for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code. @2020 Grant Thornton Public Sector LLC I All rights reserved I A wholly -owned subsidiary of Grant Thornton LLP GT.COM Ejhjubmmz!tjhofe!cz!Upsj!Qjfstpo! Ebuf;!3133/14/19!26;64;34! 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Limits shown are as requested INSR ADDL SUBRPOLICY EFF POLICY EXP TYPE OF INSURANCEPOLICY NUMBER LIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) A 07/31/202107/31/2022 6081370470 $1,000,000 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE General Liability DAMAGE TO RENTED $1,000,000 OCCUR CLAIMS-MADEX PREMISES (Ea occurrence) MED EXP (Any one person)$15,000 PERSONAL & ADV INJURY ,000,000 $1 $2,000,000 GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: PRO- X POLICYLOC $2,000,000 PRODUCTS - COMP/OP AGG JECT OTHER: 570090873716 COMBINED SINGLE LIMIT A 07/31/202107/31/2022 6081373210 AUTOMOBILE LIABILITY $1,000,000 (Ea accident) Auto BODILY INJURY ( Per person) ANY AUTO SCHEDULED BODILY INJURY (Per accident) OWNED AUTOS AUTOS ONLY PROPERTY DAMAGE NON-OWNED HIRED AUTOS X X (Per accident) AUTOS ONLY ONLY Certificate No : B 07/31/202107/31/2022 6081347562 $5,000,000 EACH OCCURRENCE X X UMBRELLA LIAB OCCUR Umbrella $5,000,000 AGGREGATE CLAIMS-MADE EXCESS LIAB DED RETENTION WORKERS COMPENSATION AND PER STATUTE OTH- ER EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR / PARTNER / EXECUTIVE E.L. EACH ACCIDENT N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH)E.L. DISEASE-EA EMPLOYEE If yes, describe under ( E.L. DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below!! ( ! ( !!! ( ! ((((((( %! && ' $$&"( ' " ' (((& ! "" DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) #!'#! $& ' $$$$ ! City of Santa Ana, its officers, officials, employees, and volunteers is added as Additional Insured as respects the General ( !! "" Liability and Automobile Liability as required per written contract. Umbrella is a follow form. 30-day notice of cancellation #!'# & '# except 10 days for non-payment. General Liability is primary and non-contributory to other insurance available to the $$$ !# ( !! " certificate holder, but only to the extent required by written contract with the insured. A waiver of subrogation in favor of #! $"( (#"#$('%!("!'#$$&('!$#(('!((!%!""(&##(%&$!!('(#(#%#!$&((#!!!(((((((!(!!!(!(!!( % Additional Insured as respect the General Liability, Auto Liability and pursuant to a written contract. $$$$($ ! ( !!! "($" %# ($ # $$ !# ( ! "" '#! " # ($& !#### ( CERTIFICATE HOLDERCANCELLATION !!! $"($" '#% $$ # $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ! ( ! $""" EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE ' $" #'#% POLICY PROVISIONS. $$ !# ( !! "$ ! ( City of Santa Ana AUTHORIZED REPRESENTATIVE !'!# """& Risk Management Division # ($ '!!! 20 Civic Center Plaza, 4th Floor& % ((""& ' Santa Ana CA 92701 USA & # ($& !!! ( ! ( ! ( ! ((((((((!(!(!(!!!((('"'"'!%&&("""!((''"(!!'$!%&&($!(&&$"#('($&!'#"!!($'%"&(("%($#""#!('$%"&"!#"(("""#!(%'#"%!'($'(&&"$!(%''#'("(((((((( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNAPARAMOUNT GeneralLiabilityExtensionEndorsement 1.ADDITIONALINSUREDS a.WHOISANINSUREDInsured isamendedtoincludeasananypersonororganizationdescribedinparagraphs A.K.NamedInsuredCoveragePart throughbelowwhomaisrequiredtoaddasanadditionalinsuredonthis underawrittencontractorwrittenagreement,providedsuchcontractoragreement: (1)CoveragePart iscurrentlyineffectorbecomeseffectiveduringthetermofthis;and (2) wasexecutedpriorto: (a)bodilyinjurypropertydamage theor;or (b)personalandadvertisinginjury theoffensethatcausedthe, forwhichsuchadditionalinsuredseekscoverage. b. However,subjectalwaystothetermsandconditionsofthispolicy,includingthelimitsofinsurance,theInsurer willnotprovidesuchadditionalinsuredwith: (1) ahigherlimitofinsurancethanrequiredbysuchcontractoragreement;or (2) coveragebroaderthanrequiredbysuchcontractoragreement,andinnoeventbroaderthanthatdescribed A.K. bytheapplicableparagraphthroughbelow. Anycoveragegrantedbythisendorsementshallapplyonlytotheextentpermissiblebylaw. A.ControllingInterest NamedInsured Anypersonororganizationwithacontrollinginterestina,butonlywithrespecttosuchpersonor bodilyinjurypropertydamagepersonalandadvertisinginjury organizationÓsliabilityfor,orarisingoutof: 1.NamedInsured suchpersonororganizationÓsfinancialcontrolofa;or 2.NamedInsured premisessuchpersonororganizationowns,maintainsorcontrolswhilealeasesor occupiessuchpremises; providedthatthecoveragegrantedbythisparagraphdoesnotapplytostructuralalterations,newconstructionor demolitionoperationsperformedby,onbehalfof,orforsuchadditionalinsured. B.Co-ownerofInsuredPremises NamedInsured Aco-ownerofapremisesco-ownedbyaandcoveredunderthisinsurancebutonlywithrespect bodilyinjurypropertydamagepersonalandadvertisinginjury tosuchco-ownerÓsliabilityfor,orasco-owner ofsuchpremises. C.GrantorofFranchise NamedInsured Anypersonororganizationthathasgrantedafranchisetoa,butonlywithrespecttosuch bodilyinjurypropertydamagepersonalandadvertisinginjury personororganizationÓsliabilityfor,oras NamedInsured grantorofafranchisetothe. D.LessorofEquipment NamedInsured Anypersonororganizationfromwhomaleasesequipment,butonlywithrespecttoliabilityfor bodilyinjurypropertydamagepersonalandadvertisinginjuryNamed ,orcaused,inwholeorinpart,bythe InsuredÓsoccurrence maintenance,operationoruseofsuchequipment,providedthatthegivingrisetosuch bodilyinjurypropertydamagepersonalandadvertisinginjury ,ortheoffensegivingrisetosuchtakesplace priortotheterminationofsuchlease. CNA74879XX(1-15)PolicyNo: Page2of13EndorsementNo: EffectiveDate: InsuredName: CopyrightCNAAllRightsReserved.IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,withitspermission. CNAPARAMOUNT GeneralLiabilityExtensionEndorsement E.LessorofLand NamedInsuredbodily Anypersonororganizationfromwhomaleaseslandbutonlywithrespecttoliabilityfor injurypropertydamagepersonalandadvertisinginjury ,orarisingoutoftheownership,maintenanceoruse occurrencebodilyinjurypropertydamage ofsuchland,providedthatthegivingrisetosuchor,ortheoffense personalandadvertisinginjury givingrisetosuch,takesplacepriortotheterminationofsuchlease.The coveragegrantedbythisparagraphdoesnotapplytostructuralalterations,newconstructionordemolition operationsperformedby,onbehalfof,orforsuchadditionalinsured. F.LessorofPremises NamedInsured Anownerorlessorofpremisesleasedtothe,orsuchownerorlessorÓsrealestatemanager,but bodilyinjurypropertydamagepersonalandadvertisinginjury onlywithrespecttoliabilityfor,orarisingoutof NamedInsured theownership,maintenanceoruseofsuchpartofthepremisesleasedtothe,andprovidedthat occurrencebodilyinjurypropertydamagepersonal thegivingrisetosuch,ortheoffensegivingrisetosuch andadvertisinginjury takesplacepriortotheterminationofsuchlease.Thecoveragegrantedbythis paragraphdoesnotapplytostructuralalterations,newconstructionordemolitionoperationsperformedby,on behalfof,orforsuchadditionalinsured. G.Mortgagee,AssigneeorReceiver Amortgagee,assigneeorreceiverofpremisesbutonlywithrespecttosuchmortgagee,assigneeorreceiverÓs bodilyinjurypropertydamagepersonalandadvertisinginjuryNamed liabilityfor,orarisingoutofthe InsuredÓsNamedInsured ownership,maintenance,oruseofapremisesbya. Thecoveragegrantedbythisparagraphdoesnotapplytostructuralalterations,newconstructionordemolition operationsperformedby,onbehalfof,orforsuchadditionalinsured. H.StateorGovernmentalAgencyorSubdivisionorPoliticalSubdivisionsÎPermits Astateorgovernmentalagencyorsubdivisionorpoliticalsubdivisionthathasissuedapermitorauthorization, butonlywithrespecttosuchstateorgovernmentalagencyorsubdivisionorpoliticalsubdivisionÓsliabilityfor bodilyinjurypropertydamagepersonalandadvertisinginjury ,orarisingoutof: 1.NamedInsured thefollowinghazardsinconnectionwithpremisesaowns,rents,orcontrolsandtowhich thisinsuranceapplies: a. theexistence,maintenance,repair,construction,erection,orremovalofadvertisingsigns,awnings, canopies,cellarentrances,coalholes,driveways,manholes,marquees,hoistawayopenings,sidewalk vaults,streetbanners,ordecorationsandsimilarexposures;or b. theconstruction,erection,orremovalofelevators;or c. theownership,maintenanceoruseofanyelevatorscoveredbythisinsurance;or 2.NamedInsuredNamedInsuredÓs thepermittedorauthorizedoperationsperformedbyaoronabehalf. Thecoveragegrantedbythisparagraphdoesnotapplyto: a.Bodilyinjurypropertydamagepersonalandadvertisinginjury ,orarisingoutofoperationsperformed forthestateorgovernmentalagencyorsubdivisionorpoliticalsubdivision;or b.Bodilyinjurypropertydamageproducts-completedoperationshazard orincludedwithinthe. WithrespecttothisprovisionÓsrequirementthatadditionalinsuredstatusmustberequestedunderawritten contractoragreement,theInsurerwilltreatasawrittencontractanygovernmentalpermitthatrequiresthe NamedInsured toaddthegovernmentalentityasanadditionalinsured. CNA74879XX(1-15)PolicyNo: Page3of13EndorsementNo: EffectiveDate: InsuredName: CopyrightCNAAllRightsReserved.IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,withitspermission. CNAPARAMOUNT GeneralLiabilityExtensionEndorsement I.TradeShowEventLessor 1.NamedInsuredÓs Withrespecttoaparticipationinatradeshoweventasanexhibitor,presenteror NamedInsured displayer,anypersonororganizationwhomtheisrequiredtoincludeasanadditional bodilyinjurypropertydamage insured,butonlywithrespecttosuchpersonororganizationÓsliabilityfor,or personalandadvertisinginjury causedby: a.NamedInsuredÓs theactsoromissions;or b.NamedInsuredÓs theactsoromissionsofthoseactingonthebehalf, NamedInsuredÓs intheperformanceoftheongoingoperationsatthetradeshoweventpremisesduringthe tradeshowevent. 2.bodilyinjuryorpropertydamageincluded Thecoveragegrantedbythisparagraphdoesnotapplyto withintheproducts-completedoperationshazard . J.Vendor bodilyinjury AnypersonororganizationbutonlywithrespecttosuchpersonororganizationÓsliabilityforor propertydamageyourproducts arisingoutofwhicharedistributedorsoldintheregularcourseofsuchperson ororganization'sbusiness,providedthat: 1. Thecoveragegrantedbythisparagraphdoesnotapplyto: a.bodilyinjurypropertydamagedamages orforwhichsuchpersonororganizationisobligatedtopayby reasonoftheassumptionofliabilityinacontractoragreementunlesssuchliabilityexistsintheabsence ofthecontractoragreement; b.NamedInsured anyexpresswarrantyunauthorizedbythe; c. anyphysicalorchemicalchangeinanyproductmadeintentionallybysuchpersonororganization; d. repackaging,exceptwhenunpackedsolelyforthepurposeofinspection,demonstration,testing,orthe substitutionofpartsunderinstructionsfromthemanufacturer,andthenrepackagedintheoriginal container; e. anyfailuretomakeanyinspections,adjustments,testsorservicingthatsuchpersonororganizationhas agreedtomakeornormallyundertakestomakeintheusualcourseofbusiness,inconnectionwiththe distributionorsaleoftheproducts; f. demonstration,installation,servicingorrepairoperations,exceptsuchoperationsperformedatthesuch personororganizationÓspremisesinconnectionwiththesaleofaproduct; g.NamedInsured productswhich,afterdistributionorsalebythe,havebeenlabeledorrelabeledorused asacontainer,partoringredientofanyotherthingorsubstancebyorforsuchpersonororganization;or h.bodilyinjurypropertydamage orarisingoutofthesolenegligenceofsuchpersonororganizationfor itsownactsoromissionsorthoseofitsemployeesoranyoneelseactingonitsbehalf.However,this exclusiondoesnotapplyto: (1)d.f.; theexceptionscontainedinSubparagraphsoraboveor (2) suchinspections,adjustments,testsorservicingassuchpersonororganizationhasagreedwiththe NamedInsured tomakeornormallyundertakestomakeintheusualcourseofbusiness,in connectionwiththedistributionorsaleoftheproducts. 2.J.NamedInsured ThisParagraphdoesnotapplytoanyinsuredpersonororganization,fromwhomthehas acquiredsuchproducts,nortoanyingredient,partorcontainer,enteringinto,accompanyingorcontaining suchproducts. CNA74879XX(1-15)PolicyNo: Page4of13EndorsementNo: EffectiveDate: InsuredName: CopyrightCNAAllRightsReserved.IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,withitspermission. CNAPARAMOUNT GeneralLiabilityExtensionEndorsement 3.J. ThisParagraphalsodoesnotapply: a.CoveragePart toanyvendorspecificallyscheduledasanadditionalinsuredbyendorsementtothis; b.yourproductsCoveragePart toanyofforwhichcoverageisexcludedbyendorsementtothis;nor c.bodilyinjurypropertydamageproducts-completedoperationshazard iforincludedwithintheis CoveragePart excludedbyendorsementtothis. K.OtherPersonOrOrganization A.J. AnypersonororganizationwhoisnotanadditionalinsuredunderParagraphsthroughabove.Such Insuredbodilyinjurypropertydamagepersonalandadvertisinginjury additionalinsuredisansolelyfor,or NamedInsured forwhichsuchadditionalinsuredisliablebecauseoftheÓsactsoromissions. Thecoveragegrantedbythisparagraphdoesnotapplytoanypersonororganization: 1.bodilyinjurypropertydamagepersonalandadvertisinginjury for,,orarisingoutoftherenderingor failuretorenderanyprofessionalservice; 2.bodilyinjurypropertydamageproducts-completedoperationshazard fororincludedwithinthe;nor 3.CoveragePart whoisspecificallyscheduledasanadditionalinsuredonanotherendorsementtothis. 2.ADDITIONALINSURED-PRIMARYANDNON-CONTRIBUTORYTOADDITIONALINSUREDÓSINSURANCE A.OtherInsuranceCOMMERCIALGENERALLIABILITYCONDITIONS TheConditionintheSectionisamended toaddthefollowingparagraph: NamedInsured Ifthehasagreedinwritinginacontractoragreementthatthisinsuranceisprimaryandnon- contributoryrelativetoanadditionalinsured'sowninsurance,thenthisinsuranceisprimary,andtheInsurerwill 2. notseekcontributionfromthatotherinsurance.ForthepurposeofthisProvision,theadditionalinsured'sown insurancemeansinsuranceonwhichtheadditionalinsuredisanamedinsured. B.1.K. Withrespecttopersonsororganizationsthatqualifyasadditionalinsuredspursuanttoparagraphofthis endorsement,thefollowingsentenceisaddedtotheparagraphabove: Otherwise,andnotwithstandinganythingtothecontraryelsewhereinthisCondition,theinsuranceprovidedto suchpersonororganizationisexcessofanyotherinsuranceavailabletosuchpersonororganization. 3.BODILYINJURYÎEXPANDEDDEFINITION DEFINITIONSbodilyinjury Underthedefinitionofisdeletedandreplacedbythefollowing: Bodilyinjury meansphysicalinjury,sicknessordiseasesustainedbyaperson,includingdeath,humiliation,shock, mentalanguishormentalinjurysustainedbythatpersonatanytimewhichresultsasaconsequenceofthephysical injury,sicknessordisease. 4.BROADKNOWLEDGEOFOCCURRENCE/NOTICEOFOCCURRENCE CONDITIONS,DutiesinTheEventofOccurrence,Offense,ClaimorSuit Undertheconditionentitledisamended toaddthefollowing: A.BROADKNOWLEDGEOFOCCURRENCE NamedInsuredoccurrence ThemustgivetheInsurerortheInsurerÓsauthorizedrepresentativenoticeofan, claimoccurrenceclaimNamedInsured offenseoronlywhenthe,offenseorisknowntoanaturalperson,toa NamedInsuredemployee partner,executiveofficer,managerormemberofa,ortoandesignatedbyanyofthe abovetogivesuchnotice. B.NOTICEOFOCCURRENCE CNA74879XX(1-15)PolicyNo: Page5of13EndorsementNo: EffectiveDate: InsuredName: CopyrightCNAAllRightsReserved.IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,withitspermission. CNAPARAMOUNT GeneralLiabilityExtensionEndorsement damagespersonalandadvertisinginjury notbedeemedtobeforandwillnotreducethelimitsof insurance. D.PERSONALANDADVERTISINGINJURY-LIMITEDCONTRACTUALLIABILITY ThisProvisiondoesnot CoverageBÎPersonalandAdvertisingInjuryLiability applyifisexcludedbyanotherendorsementattached CoveragePart tothis. 17.PROPERTYDAMAGEÎELEVATORS A.COVERAGESCoverageABodilyInjuryandPropertyDamageLiability Under,Î,theparagraphentitled ExclusionsDamagetoYourProduct(3)(4)(6) isamendedsuchthattheExclusionandsubparagraphs,andof DamagetoPropertypropertydamage theExclusiondonotapplytothatresultsfromtheuseofelevators. B.PROPERTYDAMAGEÎELEVATORS SolelyforthepurposeofthecoverageprovidedbythisProvision,the OtherInsurance conditionsisamendedtoaddthefollowingparagraph: Thisinsuranceisexcessoveranyoftheotherinsurance,whetherprimary,excess,contingentoronanyother basisthatisPropertyinsurancecoveringpropertyofothersdamagedfromtheuseofelevators. 18.SUPPLEMENTARYPAYMENTS SUPPLEMENTARYPAYMENTSÎCOVERAGESAANDB Thesectionentitledisamendedasfollows: A.1.b. Paragraphisamendedtodeletethe$250limitshownforthecostofbailbondsandreplaceitwitha$5,000. limit;and B.1.d. Paragraphisamendedtodeletethelimitof$250shownfordailylossofearningsandreplaceitwitha $1,000.limit. 19.UNINTENTIONALFAILURETODISCLOSEHAZARDS NamedInsuredNamed Iftheunintentionallyfailstodiscloseallexistinghazardsattheinceptiondateofthe InsuredÓsCoveragePartCoveragePart ,theInsurerwillnotdenycoverageunderthisbecauseofsuchfailure. 20.WAIVEROFSUBROGATION-BLANKET CONDITIONSTransferOfRightsOfRecoveryAgainstOthersToUs Under,theConditionisamendedtoaddthe following: TheInsurerwaivesanyrightofrecoverytheInsurermayhaveagainstanypersonororganizationbecauseof paymentstheInsurermakesforinjuryordamagearisingoutof: 1.NamedInsuredÓs theongoingoperations;or 2.yourworkproducts-completedoperationshazard includedinthe. NamedInsured However,thiswaiverappliesonlywhenthehasagreedinwritingtowaivesuchrightsofrecoveryin awrittencontractorwrittenagreement,andonlyifsuchcontractoragreement: 1.CoveragePart isineffectorbecomeseffectiveduringthetermofthis;and 2.bodilyinjurypropertydamagepersonalandadvertisinginjury wasexecutedpriortothe,orgivingrisetothe claim . AllothertermsandconditionsofthePolicyremainunchanged. Thisendorsement,whichformsapartofandisforattachmenttothePolicyissuedbythedesignatedInsurers,takes effectontheeffectivedateofsaidPolicyatthehourstatedinsaidPolicy,unlessanothereffectivedateisshownbelow, andexpiresconcurrentlywithsaidPolicy. CNA74879XX(1-15)PolicyNo: Page13of13EndorsementNo: EffectiveDate: InsuredName: CopyrightCNAAllRightsReserved.IncludescopyrightedmaterialofInsuranceServicesOffice,Inc.,withitspermission. 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GBY QIPOF 866-966-4664212-948-0770 )B0D-!Op*; )B0D-!Op-!Fyu*; 540 W. MADISON F.NBJM CHICAGO, IL 60661 Chicago.CertRequest@marsh.com BEESFTT; JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ 23841 JOTVSFS!B!;New Hampshire Insurance Company JOTVSFE 19399 JOTVSFS!C!;AIU Insurance Company Grant Thornton LLP JOTVSFS!D!; Attn: Stacy Masloroff 3333 Finley Road, Suite 700 JOTVSFS!E!; Downers Grove, IL 60515 JOTVSFS!F!; JOTVSFS!G!; CHI-009994932-04 DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS JOTSQPMJDZ!FGGQPMJDZ!FYQ UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE DPNNFSDJBM!HFOFSBM!MJBCJMJUZ FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* NFE!FYQ!)Boz!pof!qfstpo*% QFSTPOBM!'!BEW!JOKVSZ% HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. QPMJDZMPDQSPEVDUT!.!DPNQ0PQ!BHH% KFDU % PUIFS; DPNCJOFE!TJOHMF!MJNJU BVUPNPCJMF!MJBCJMJUZ% )Fb!bddjefou* BOZ!BVUP CPEJMZ!JOKVSZ!)Qfs!qfstpo*% PXOFETDIFEVMFE CPEJMZ!JOKVSZ!)Qfs!bddjefou*% BVUPT!POMZBVUPT OPO.PXOFE IJSFEQSPQFSUZ!EBNBHF % )Qfs!bddjefou* BVUPT!POMZBVUPT!POMZ % VNCSFMMB!MJBC FBDI!PDDVSSFODF% PDDVS FYDFTT!MJBC DMBJNT.NBEFBHHSFHBUF% % EFESFUFOUJPO% QFSPUI. 03/01/2022 03/01/2023 A XPSLFST!DPNQFOTBUJPO WC80756249 (AOS) X X TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O B03/01/202203/01/2023 WC80756250 (CA) 1,000,000 BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B N PGGJDFS0NFNCFS!FYDMVEFE@ 1,000,000 )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs 1,000,000 F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* Waiver of subrogation is applicable where required by written contract and allowed by law. DFSUJGJDBUF!IPMEFSDBODFMMBUJPO City of Santa Ana TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF Risk Management Division UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO 20 Civic Center Plaza, 4th Floor BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ Santa Ana, CA 92701 BVUIPSJ\[FE!SFQSFTFOUBUJWF ª!2:99.3127!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE 1 Ejhjubmmz!tjhofe! CERTIFICATEOFLIABILITYINSURANCE cz!Bohjf! DATE(MM/DD/YYYY) Bohjf! 05/01/2022 Bdfwfep! THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED Ebuf;!3133/16/27! REPRESENTATIVEORPRODUCER,ANDTHECERTIFICATEHOLDER. Bdfwfep IMPORTANT:Ifthecertificateholderis anADDITIONALINSURED,thepolicy(ies)musthave ADDITIONALINSUREDprovisionsorbeendorsed.If SUBROGATIONISWAIVED,subjecttothetermsandconditionsofthepolicy, certain policies mayrequireanendorsement.Astatementonthis 28;43;18!.18(11( certificate doesnotconferrightstothecertificateholderin lieuofsuchendorsement(s). CONTACTNAME: PRODUCER FAX Aon Risk Services South, Inc. PHONE(A/C.No.Ext):312-381-1000 (A/C.No)312-381-7007 1111 MetropolitanAvenue, Suite 400 E-MAILADDRESS: Charlotte, NC 28204 INSURER(S)AFFORDINGCOVERAGENAIC# INSURERA:Swiss Re International SE and Various Other Insurers INSURED INSURERB: Grant Thornton LLPGrant Thornton LLP GranGrant Thornton Towert Thornton Tower INSURERC: 171 N. Clark Street, Suite 200 INSURERD: Chicago, IL 60601 INSURERE: INSURERF: COVERAGESCERTIFICATENUMBER:REVISIONNUMBER: THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED.NOTWITHSTANDINGANY REQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES.LIMITSSHOWNMAYHAVEBEENREDUCEDBYPAIDCLAIMS. Limitsshownareasrequested ADDLSUBRPOLICYEFFPOLICYEXP INSR TYPE OF INSURANCELIMITS POLICYNUMBER INSDWVD(MM/DD/YYYY)(MM/DD/YYYY) LTR COMMERCIALGENERAL LIABILITY EACH OCCURRENCE DAMAGETORENTEDPREMISES CLAIMS-MADEOCCUR (Eaoccurrence) MED EXP(Any oneperson) PERSONAL&ADVINJURY GENERALAGGREGATE GEN'LAGGREGATELIMITAPPLIESPER: POLICYPROJECTLOC PRODUCTS-COMP/OPAGG OTHER: COMBINED SINGLELIMIT(Eaaccident) AUTOMOBILELIABILITY BODILYINJURY(Per person) ANYAUTO BODILYINJURY(Per accident) SCHEDULED AUTOS OWNEDAUTOSONLY NON-OWNED PROPERTYDAMAGE(Peraccident) HIREDAUTOSONLY AUTOSONLY EACH OCCURRENCE UMBRELLA LIAB OCCUR AGGREGATE CLAIMS-MADE EXCESS LIAB DED RETENTION WORKERSCOMPENSATIONAND EMPLOYERS' LIABILITY PERSTATUTE OTHER ANY PROPRIETOR / PARTNER / EXECUTIVE E.L.EACHACCIDENT OFFICER/MEMBER EXCLUDED?Y / N N/A E.L.DISEASE-EAEMPLOYEE (MandatoryinNH) Ifyes,describeunder DESCRIPTION OF E.L.DISEASE-POLICYLIMIT OPERATIONSbelow A Professional Professional IndemnityIndemnityInsuranceInsurance PSACO220060401-May-220101--MayMay--2323 Not less than US $2,000,000 any one claim and in the annual Not less than US $2,000,000 any one claim and in the annual aggregate. DESCRIPTIONOF OPERATIONS/LOCATIONS/VEHICLES(ACORD101,Additional RemarksSchedule,maybeattached ifmorespaceis required) CERTIFICATEHOLDERCANCELLATION SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORETHEEXPIRATION City of Santa Ana DATETHEREOF,NOTICEWILLBEDELIVEREDINACCORDANCEWITHTHEPOLICYPROVISIONS. Risk Management Division 20 Civic Center Plaza, 4th Floor AUTHORIZEDREPRESENTATIVE Santa Ana CA 92701 USA AonRiskServices South, Inc. ©1988-2015ACORDCORPORATION.Allrightsreserved. ACORD 25 (2016/03)TheACORDname andlogo areregisteredmarksofACORD