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MARK THOMAS & COMPANY (3)
INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES LA-NI'a,& CLERK OF COUNCIL DATE A-2021-250 AGREEMENT TO PROVIDE GRANT WRITING SERVICES FOR THE CITY OF SANTA ANA b-Pwft(,�) JAN 2 5 2022 (Sean 1mma5l M. L-CC3A( )C,,r THIS AGREEMENT is made and entered into on this 21" day of December, 2021 by and between Mark Thomas & Company, Inc., a California corporation ("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"). City and Consultant may be collectively referred to as the "Parties" or individually as a "Party." RECITALS A. On September 27, 2021 the city issued Request for Proposal No. 21-111, by which it sought a consultant having special skill and knowledge in the field of grant writing services for the Santa Ana Boulevard grade separation. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services described in the scope of work that was included in RFP No. 21-111, which is attached as Exhibit A, and as more specifically delineated in Consultant's revised scope, which is attached as Exhibit B and incorporated in full. 2. 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 C. The total amount to be expended under this Agreement shall not exceed the amount of two hundred fifty thousand dollars and zero cents ($250,000) during the term of the Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within 45 days (forty-five) 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. Page I of 8 Non -Fed Funding (6.1.2020) 3. TERM This Agreement shall commence on the date first written above and terminate on December 20, 2024, unless terminated earlier in accordance with Section t6, below. The term of this Agreement may be extended for two (2) 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 Non -Fed Funding (6.1.2020) 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. Page 3 of 8 Non -Fed Funding (6.1.2020) V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. 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 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. 9. 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. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements Page 4 of 8 Non -Fed Funding (6.1.2020) charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either Party by any subsidiary and/or agent of the other Party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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. 14. 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 Page 5 of 8 Non -Fed Fending (6.1.2020) of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The Parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. 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. 18. 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 Page 6 of 8 Non -Fed Funding (6.1.2020) arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. 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 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-5635 Page 7 of 8 Non -Fed Funding (6.1.2020) To Consultant: Darin Johnson, PE Mark Thomas 2121 Alton Parkway, Suite 210 Irvine, CA 92606 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. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year first above written. ATTEST: aisy Gomez Clerk of the Council APPROVED AS TO FORM: h9� .0 W City Attorney By: (� Bran on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: *d O'st4d.- Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: CLI Darin Johnson Principal Engineer Page 8 of 8 Non -Fed Funding (6.1.2020) EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR GRANT WRITING SERVICES FOR SANTA ANA BOULEVARD GRADE SEPARATION RFP NO.21-111 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana Public Works Agency (City) desires to enter into an agreement with a qualified consulting firm to lead efforts to develop a funding plan and successfully apply for appropriate grants for the Santa Ana Boulevard Grade Separation project at the LOSSAN Corridor crossing (referred to from hereon as "PROJECT"). The proposed grade separation is adjacent to the Santa Ana Regional Transportation Center (SARTC). The selected consultant will be required to perform the following major tasks: PROJECT Management & Administration: o Meetings o Monthly reports o Other areas support Grant Funding and Stakeholder Partnerships o Funding needs analysis o Grant funding research • Develop grant proposals and secure funding for various PROJECT phases: • Update environmental documents and preliminary engineering • Perform final design • Right-of-way Acquisition and Relocation • Construction technical support • Cost benefit analysis o Lead efforts to obtain support and financial contributions from PROJECT stakeholders and impacted railroad companies. PROJECT BACKGROUND The proposed grade separation at Santa Ana Boulevard is in conjunction with the City's Santa Ana Regional Transportation Center (SARTC) Master Plan located at 1100 East Santa Ana Boulevard, which entails new station areas, additional parking and improved City of Santa Ana RFP 21-111 Page Al -1 pedestrian and bicycle access to accommodate the expansion of Metrolink services, OC Streetcar Project and the addition of the Bus Rapid Transit (BRT). Santa Ana Boulevard is a six -lane east -west principal arterial and currently carries in excess of 20,000 vehicles per day. Within the City, OCTA Metrolink RR is a north -south two - track railroad. At SARTC, this railroad serves Metrolink, Amtrak, Union Pacific (UP) and Burlington Northern Santa Fe (BNSF), which connects freight and residents of central Orange County with the outlying areas of nearby regions, including Los Angeles, Inland Empire, San Diego and beyond. Due to increasing demand for inter and intra-county rail services resulting from growth in population and employment in the surrounding areas, the City proposes the grade separation to alleviate the current and potential traffic impacts and hazards posed by the existing at -grade rail crossing at Santa Ana Boulevard and OCTA Metrolink RR. Based on approved environmental documents and PSRE, the proposed PROJECT will depress Santa Ana Boulevard under the railroad tracks to provide uninterrupted flow of roadway and rail traffic, which will improve freight movement, corridor crossing safety, and air quality. In 2014, preparation of a Project Report and Environmental Analysis (Attachment 4) were completed. These efforts were based on the existing conditions at the time; however, with the implementation of the OC Streetcar and recent development activities, along with changes in regulatory requirements, additional analysis will be required to accommodate these changes. CONSULTANT SERVICES The City is seeking to contract with a qualified individual or firm that specializes in grant writing and grant administration. The selected individual or firm shall be expected to expeditiously perform the necessary services required under this Request for Proposal and must have the capacity to handle multiple grant applications concurrently. A funding plan will be required with detailed information about the programs, purpose, agencies, timeline, requirements, restrictions, match fund strategies and any pertinent information. Part 1 — Overall Project Management and Administration The Consultant shall provide the City support during the life of the grant funded PROJECT at all phases such as environmental, design, right-of-way, construction, and PROJECT completion, as it relates to the grant funding. Meetings — Meetings shall occur as needed or as determined by the City and shall be held at the City of Santa Ana or by Teleconference. The Consultant shall prepare and send out the agenda and any necessary communication documents a minimum of five (5) business days in advance, prepare and distribute meeting minutes, new action/decision items and disposition of previous action/decision items and other communication documents within five (5) business days after the meeting to all City of Santa Ana RFP 21-111 Page Al-2 attendees and invitees. The Consultant shall identify any additional meetings, including agency coordination and technical workshop meetings, as deemed necessary. Monthly Reports — Monthly reports shall be submitted to the City summarizing the amount of time expended and describe activities undertaken during the previous month. • Other Areas Support — In additional to the areas abovementioned other areas may also be identified throughout the duration of this contract. Part 2 — Grant Funding and Stakeholder Partnerships Based on OCTA'S Nomination application for Section 190 Grade Separation Priority List (attachment x), the estimated cost for the PROJECT is just over $100 million. The City's goal is for the financing of the PROJECT to be mainly comprised of grant funding available from programs at various levels. Potential funding sources include but are not limited to the following: • Section 190 and Railroad Cost Share • Local Partnership Program (LPP) • Transit and Intercity Rail Capital Program (TIRCP) • Affordable Housing and Sustainable Communities (AHSC) • Solutions for Congested Corridors Program (SCCP) • Trade Corridor Enhancement Program (TCEP) • Better Utilizing Investments to Leverage Development (BUILD) • Consolidated Rail Infrastructure and Safety Improvements Program (CRISI) • Infrastructure for Rebuilding America (INFRA) • Active Transportation Program (ATP) • Active Transportation Program SB-1 Augmentation (ATP SB-I) • Affordable Housing and Sustainable Communities (AHSC) • Congestion Management and Air Quality (CMAQ) • Road Maintenance and Rehabilitation Account (RMRA SB-1) The Consultant is responsible to research, coordinate and identify the available funding sources. A detailed funding plan will be required with detailed information about the programs, purpose, agencies, timeline, requirements, match fund strategies and any pertinent information and the following, but not limited to: Funding Needs Analysis/Funding Plan — Consultant shall analyze existing project documents to assess the funding needs of the PROJECT. Work with City staff to assess the validity of the current funding opportunities, and identify new priority areas for funding. City of Santa Ana RFP 21-111 Page Al-3 Grant Funding Research — Conduct research to identify grant resources including, but not limited to Federal, State, County, agencies, and organizations available at all levels, that target elements of the PROJECT' S scope, funding needs, and priorities (emphasizing grants which require no "matching" funds), including but not limited to: Grant Proposal Development — Compile, write, and edit grant applications and required documents on behalf of the City, including the preparation of funding abstracts and production, and submittal of applications to funding sources, keep in contact with funding sources during review and after approval, and provide supporting material to all requests from funding sources. o Cost Benefit Analysis —A detailed cost -benefit analysis shall be prepared as a submittal requirement for the grant programs as requested by the City. Stakeholder Partnerships — Strong partnerships between the City and key project stakeholders will tremendously strengthen grant applications. The consultant shall lead efforts to foster partnerships between stakeholders including but not limited to: o Orange County Transportation Authority (OCTA) o County of Orange o Caltrans o Railroad Agencies that use this corridor and will benefit from the improvements. o Private Developers Successful proposers will demonstrate a history of fostering relationships that lead to successfully obtaining grant funding. • Key Deliverables o Funding Needs Analysis/ Funding Plan o Various Grant Application Submittals (Up to 4) o Cost Benefit Analysis o Stakeholder Coordination Efforts CONSULTANT FEE: Fee shall be prepared in accordance with tasks outlined in the introduction for up to four (4) grants. Optional cost for additional grants should be included as well. City of Santa Ana RFP 21-111 Page Al-4 EXHIBIT B REVISED SCOPE OF SERVICES AND SCHEDULE Mark Thomas has developed the following scope of services based upon the City's RFP and our experience preparing grant applications. We have structured our scope of work differently than the RFP. We have separated grant application development and benefit cost analyses (BCAs) from Part 2 into Part 3. We have also included a list of optional tasks, Part 4, we believe to be beneficial to securing state and federal funding. SCOPE OF SERVICES PART 1 — OVERALL PROJECT MANAGEMENT AND ADMINISTRATION 1.1 Project Management The Mark Thomas Project Manager (PM), Ryan Bissegger, will communicate directly with the City, and manage the internal project team for project delivery. The project status will be reviewed regularly to ensure key milestones are satisfied. This task will also include internal coordination efforts. 1.2 Meetings Mark Thomas has included a kick-off meeting, PM status meetings, and funding plan workshop. All meetings will be held at City offices or via videoconference. We will prepare and send out the agenda and necessary information five (5) business days in advance of the meeting. We will prepare and distribute meeting minutes, action items, and other communication documents within five (5) days after the meeting to all attendees and invitees. Kick-off Meeting: Mark Thomas will organize and facilitate a kickoff meeting with City staff to discuss the project goals, background, milestones, and anticipated grant pursuits. The kickoff meeting provides an opportunity for Mark Thomas staff to listen to the needs of the City and to visualize key deliverables and determine how to best serve the agency. Kickoff meeting notes will be recorded and delivered promptly after the meeting. PM Status Meetings: During the first five months of the project, we propose monthly PM status meetings via a Mark Thomas provided videoconference link (likely using Microsoft Teams software utilized by Mark Thomas). This approach ensures regular and consistent communication on priority tasks and focus on key deliverables to satisfy City needs. Participation in the PM status meetings is anticipated to include the City's designated PM and the Mark Thomas PM. We have budgeted five PM status meetings during the first six months where key project decisions will be made, and the funding plan identified. 1.3 Monthly Reports Mark Thomas will prepare invoicing and monthly reports to be submitted to the City. The monthly report will summarize the time expended and describe activities undertaken during the previous month. We assume the duration of this project is approximately 36 months. 1.4 Other Areas of Support (Management Contingency) We recognize additional tasks may become apparent as needed and seek to provide flexibility in the Task 2 assignments and budget. For example, presentations to executive or elected officials may be needed to advance the project and secure direction for action items. Mark Thomas will provide other areas of support not mentioned above that may be identified throughout the duration of the contract with a dedicated budget not to exceed $2,000. DELIVERABLES • Meeting Agendas • Meeting Minutes • Monthly Reports and Invoices GRANT WRITING SERVICES - SAGS MARK T HONtAS City of Santa Ana ---i - -I k._ PART 2 — GRANT FUNDING AND STAKEHOLDER PARTNERSHIPS 2.1 Funding Needs Analysis/Funding Plan Mark Thomas will analyze the existing SAGS project documents to assess the project funding needs and opportunities. A funding plan will be developed to include information about potential programs and purpose. The plan will include a grant funding resource table as described in Task 2.2 and the funding plan workshop described in Task 2.3. We will also develop matching fund strategies. We will work with City staff to assess the validity of the current funding opportunities and identify new priority areas for funding. We will also prepare a project fact sheet for SAGS. The fact sheet will include: • Project Information: Project name, location, brief scope, schedule, funding needs, project outputs, and project benefits/outcomes. • Location Map: Map showing project limits and typical roadway cross section graphic. • Funding Programs: List of applicable funding programs such as local funds, Senate Bill 1 programs, and federal discretionary grants. • Community Benefit: Identification of the benefit to the community based on key project features. • Public Input: Brief description of public input received for the project. 2.2 Grant Funding Research Mark Thomas will conduct research to identify grant resources available with federal, state, regional agencies, and organizations. We will review funding programs for other grade separation projects, including those delivered by Alameda Corridor East Construction Authority. The funding research will target elements of the SAGS project scope, funding needs, and priorities. This evaluation and analysis will be documented in a grant funding resource table that will include funding program, eligible SAGS components, dates of next funding opportunity, match requirements, and estimated success probability. The research will be summarized in the Funding Needs Analysis/Funding Plan. 2.3 Funding Plan Workshop Mark Thomas will organize and facilitate a funding plan workshop to review the Funding Needs Analysis/Funding Plan draft. We will work with the City to identify meeting attendees from project stakeholders, as necessary. In addition to reviewing the draft funding plan, we will discuss the merits of the grant programs, any additional funding opportunities not considered, grants applications to pursue, and additional action items. The results from this workshop will be documented in a memorandum. 2.4 Stakeholder Partnerships Mark Thomas will work with the City to identify a list of potential stakeholder partners that can assist in strengthening the project's grant funding efforts. We will coordinate with these stakeholders to gauge their interest in supporting the City grade separation project and provide the agencies/companies with the project fact sheet and supplemental and supporting information, as appropriate. Potential partners may include OCTA, SCAG, Metrolink, CPUC, as well as organizations focused on goods movement, transit, and transportation safety. We will keep a contact log of stakeholders, contact names and information, dates contacted, and information requested or shared. DELIVERABLES Funding Needs Analysis/Funding Plan Funding Plan Workshop Memo Stakeholder Partnership Contact Log PART 3 — FUNDING APPLICATIONS Grant funding applications can vary widely based upon the various program requirements. In general, all applications will include the preparation of grant narratives, maps and exhibits, and letters of support. Funding applications complexity can vary based on the number of questions, length of narratives, graphics needs, benefit cost analyses (BCAs), modeling, etc. Our proposed approach is to scope the preparation of up to four (4) grant funding applications. This includes the preparation of the required BCA models and performance measures. We have made assumptions of the grant applications to be prepared. The exact four (4) applications to be prepared will be determined in Part 2 in coordination with City staff. GRANT WRITING SERVICES - SAGS MARK THOMAS pity of Santa Ana Scope of Works 3.1 Grant Application 1 Grant Application 1 is assumed to be a Trade Corridor Enhancement Program (TCEP) application. Mark Thomas will prepare the grant application adhering to the California Transportation Commission (CTC) established guidelines. We will develop narrative responses and graphics and coordinate with stakeholders to secure letters of support. Fehr & Peers will use the Orange County Transportation Analysis Model (OCTAM) to develop the performance measures needed for the BCA and the TCEP- specific performance measures. Fehr & Peers will estimate the performance metrics and analysis for opening year and 20-year horizon, with and without project. Mark Thomas will prepare a Cal-B/C modeling using the Corridor module and applicable performance measures, crash history, and project costs. A memorandum will be prepared documenting the inputs and results. 3.2 Grant Application 2 Grant Application 2 is assumed to be a Consolidated Rail Infrastructure and Safety Improvement (CRISI) federal discretionary program application. Mark Thomas will prepare the grant application adhering to the US Department of Transportation (USDOT) established Notice of Funding Opportunity (NOFO). We will develop narrative responses and graphics and coordinate with stakeholders to secure letters of support. EPS will prepare a BCA following the 2021 USDOT Benefit -Cost Analysis Guidance for Discretionary Grant Programs. EPS will use the performance measures developed by Fehr & Peers in Task 3.1 as inputs in the BCA. The firm will also prepare a BCA memorandum documenting the inputs and results. 3.3 Grant Application 3 Grant Application 3 is assumed to be an Active Transportation Program (ATP) grant. Mark Thomas will prepare the grant application adhering to the CTC guidelines. We will develop narrative responses and graphics and coordinate with stakeholders to secure letters of support. 3.4 Grant Application 4 Grant Application 4 is assumed to be a Rebuilding American Infrastructure with Sustainability and Equity (RAISE) federal discretionary program application. Mark Thomas will prepare the grant application adhering to the USDOT established NOFO. We will develop narrative responses and graphics and coordinate with stakeholders to secure letters of support. EPS will update the previously prepared BCA following the 2021 USDOT Benefit -Cost Analysis Guidance for Discretionary Grant Programs and memorandum developed in Task 3.2. DELIVERABLES • Up to four (4) Grant Funding Applications • Benefit Cost Analyses PART 4 - OPTIONAL TASKS We have identified the following optional tasks that may be included in the contract. These tasks will support the grant funding efforts by enhancing the data in grant applications and improving stakeholder engagement. 4.1 Job Creation Analysis EPS will prepare an economic job creation analysis for the project. The economic analysis will use IMPLAN to determine the direct and indirect jobs anticipated from project construction spending. EPS will develop an economic output memorandum of their findings. 4.2 Fly -Through Video and Static Images Mark Thomas will develop a fly -through video for the SAGS project for the purposes of visualizing and communicating the project benefits to the public, and/or to City Council, as -needed. We will develop up to three (3) three-dimensional (3D) images or renderings as well from the fly -through video using Twinmotion software. The video fly -through and graphics will be used support stakeholder engagement and funding efforts. 4.3 Funding Policy Support Memos Mark Thomas will prepare up to four (4) memorandums for the project to support state and federal funding efforts. These memorandums will address recent policy including transportation equity, environmental sustainability, environmental justice, and barriers to opportunity. The funding policy GRANT WRITING SERVICES - SAGS Gty of Santa Ana MARK THOMAS Scope o Wotkc memorandums will be used to inform grant application efforts and can be used as appendices to the grant applications. 4.4 Value Engineering Mark Thomas will provide value engineering (VE) the project. The VE study will involve conducting a thorough review of the project, including the Project Study Report Equivalent (PSRE) and preliminary design and brainstorming and evaluating possible improvement opportunities. We will utilize in-house staff to provide a "fresh set of eyes" to review plans and search for opportunities to reduce overall project costs and right of way (ROW) needs while meeting the goals of the project and without impacting the environmental clearance. 4.6 Updated Cost Estimate It is critical to ensure the project costs are accurate and current while pursuing funding. Mark Thomas will review the project cost estimate and evaluate the unit costs in comparison to recent project bid data as well as ROW cost estimates. PROJECT SCHEDULE Mark Thomas has developed a project schedule that will position the City to pursue funding opportunities as early as Spring 2022. This requires aggressively completing the funding plan and identifying grants to pursue in the near -term. We have assumed a Notice to Proceed (NTP) date of December 22, 2021 following the December 21, 2021 City Council Meeting. We will begin immediately reviewing the design and identifying funding opportunities. A Kick -Off meeting will be scheduled for the first week in January 2022. The draft of the Funding Needs Analysis/Funding Plan will be delivered by February 11, 2022. The funding workshop will be scheduled for the week of February 21, 2022. Following the workshop, the Funding Needs Analysis/Funding Plan will be revised and delivered by April 1, 2022. Separate task orders can be initiated for the development of specific grant applications and BCAs in March 2022 following the selection of the grant opportunities at the funding workshop. Stakeholder coordination efforts will begin by January 17, 2022. The bulk of this effort will be on going through May 27, 2022. If the City desires to execute any of the optional tasks, specific delivery schedules can be prepared as needed. It will be critical that all optional tasks performed be completed prior to the submission of the first grant application. The schedule chart below depicts the first six months of the project, which are the most critical to establishing the funding approach. PART 1 NTP Overall Project Management PM MEETING PM MEETING and Administration KICK-OFF MEETING PM MEETING PM MEETING PART DRAFTFUNDINGPLAN L� Funding Needs Analysis/ FUNDING ♦ FOW FUNDING PWI Funding Plan N`ORKSHOP STAKEHOLDER PARTNERSHIP PART IDENTHYGRAN TOPURSUE Funding Applications PREPARE GRANTAIPLIGTIONS PART 4 Optional Tasks COMPLETE OPTIONAL TASKS AS DIRECTED GRANT WRITING SERVICES - SAGS 'J. ;, I l6,'l,e,ti G[4 1l San[a Ana _ , EXHIBIT C COST PROPOSAL FOR PROJECT SCOPE: Santa Ana -Grant Writing Services (SAGS) MARK T H O M A S 3WenNulpnle GTAS 6p5T - q L d G m = .9 P ' pE S U"!, 165 5 $143 Tod, X Tnbl MT Emt a OVEM PRO]ERMANAGEMENT& AOMct ProjLO ].1 Managem Management 8 0 161 $3,392 $3.39E Mesa ae 1.2 Mee[Ings E EO 3 21i $1.1. $6AH 1.3 Monthly Nepalis 20 30 5fi 106 $SB,9Jq $18,974 Mher4aasdlepport lManagemen[ lA Conlin6enq' 6 2 8 51,914 $1,914 S�dWPlmsll E 54 0 0 1 0 3] W 0 t 154 $30,70 $0 $0 S3p,J10 GRANT MN01NG & STAXEHONER EA PAIfIN EgS XIK 2.1 funding Neads AnalysmjNsding Plan 20 40 b. $11,200 $11,E80 32 Gram EUMing Research 10 10 20 $4,170 $4,170 2.3 Eu n dash Ph n Workshop 4 q fi. $],668 51,66e 2A Slakeho ltler Partne rs Alps 16 30 6 52'. $14.8J0 $1p0]0 BYMW01 PM1ese2 lfi G 0 p 60 p. 0 p p. 0 140 $31$b SO $0 $31,900 3.0 WN01NG APPUC N5 3.1 Grant pra,alPoOevelopm en] 0 $0 $0 3.1.1 GrantA,luNonI 30 104 15 119 $25,863 S,OW S30,863 3A.2 Grant APp,leetdn3 20 $$ 10 05 $15,135 23,00] S3R13$ 3 13 Grant Applleallon 3 I$ 40 60 IS 130 $EO,EpS $20,E05 3AA Grant Application 4 20 19 30 9 B6 $14,fib 2,OW S16,619 Subtotal Phase 0 a5 0 0 E]B 98 0 0 0 19 0 q50 $)5,83] $35,BM $s'. $lO5,b1 TOTALNOURS 10 .1 p 0 .2 gg 3p 14 0 49 .1 744 MVdpaled Salary lncreams J436 pelpar) $30,3E9 $0 $0 $]R129 OTHER DIRER CO515 p p YOTA[{OSi $6,624 $H,010 $O $0 541,g54 $SE,]W S4A30 $9,BSfi 0 Am Ss $156,648 . $25,000 $S,WO $IB6,618 4.0 OPNONALTASX6 4 1 Iob CleaOon Analysll p'. 5 sloop $s,pep 11 ily,TM1rougM1Vi as dlRlmagn 2 2p 12 EO 50 104' $16,694 $16,694 4.3 funding Polaerll Port Memos Supp, 4 14 fib B6 $11,9J8 $11,9]8 44 Value Engln eeNng 15 3E 34 81 $20.093 $20442 45 Updated Cost Estimate 6 121 14 42 $9,600 S9.6W 9UM talos"iasel.'Me E] 6 97e 14 68 0 0 ]2 ]0 50 333 $50,31q $S,WO $0 $63,314 .LHOM-OPTMNAS 21 6 14 78 14 68 0 0 ]E 2p b 313 OTHEROIRERCOSUS GP]DNAt p 0 0 RITpL [OST�OPTIONAI $],]2B $1,620 $]1,880 $33,g94 $E,030 $8,840 $0 $0 $2,E44 $3.3W $], I50 $Sg314 $5,000 $0 $63,31 ed yTori Pierson Tori Pierson Dateta2l02201.18 09.07:34-0BaO' A�R o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) v12/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Asero Insurance Services 200 N. Almaden Blvd. 3rd Floor San San Jose, CA 95110 CNAME-ONTACT Asero Insurance Services PHONE 866-966-8928 ac Na: 408-271-1802 E-MAIL ADDRESS: CertS aseroins.CAm INSURE S AFFORDING COVERAGE NAIC# www.aseroins.com License No. OA91339 INSURER A: Valley Fore Insurance Company 20508 INSURED Mark Thomas &Company, Inc. 2833 Junction Avenue, Ste 110 INSURER B: Continental Casualty Company 20443 INsuRERc: Continental Insurance Company 35289 INSURER D: National Fire Insurance Co of Hartford 20478 San Jose CA 95134 INSURER E INSURER F CERTIFICATE NUMRER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR POLICYNUMBER POLICY EFF MMIDO POLICY EXP POUCMWDD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑✓ OCCUR �/ Y, 6078951385 9/15/2021 9/15/2022 EACH OCCURRENCE $1000000 DAMAGET ENTED PREMISES Ee occurrence $1000000 MED EXP(Any ane arson) $15000 Deductible - None PERSONAL &ADV INJURY $1000000 AGGREGATE LIMIT APPLIES PER: POLICY ✓�JECT FLOC GENERAL AGGREGATE $2,000,000 GENL PRODUCTS-COMP/OP AGO $2000000 $ OTHER: B AUTOMOBILE LIABILITY ✓ ✓ 6078951371 9/15/2021 9/15/2022 CFOs BINE�DLSINGLE LIMIT $1 OQO 000 ✓ BODILY INJURY (Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY ✓ AUTOS ONLY ✓ BODILY INJURY (Par accident) $ PROPERTY DAMAGE Pairs Icahn $ Com /Coll Ded: $1.000 $ C ✓ uMSRELLALIAB ✓ OCCUR ✓ ✓ 6078951399 9/15/2021 9/15/2022 EACH OCCURRENCE $9000000 AGGREGATE $9 0QQ QQQ EXCESS LIAR CLAIMS -MADE DED I I RETENTION$O Deductible - None $ D WORKERS COMPENSATION ANDEMPLOYERS'DABILITY YIN � CERIMEM EREXCLU ED4 ECUTIVE ❑ (Mandatory In NH) If yes, describe under NIA ✓ 6078951418 9/15/2021 9/15/2022 PER oTH- ✓ STATUTE ER E.L. EACH ACCIDENT $1 QQQ QQQ E.L. DISEASE - EA EMPLOYE $ E.L DISEASE -POLICY LIMIT $1 00O 000 DESCRIPTION OF OPERATIONS below A A Leased, Borrowed Or Rented Equipment Restoration of Media Coverage (Valuable Papers) 6078951385 6078951385 9/15/2021 9/15/2021 9/15/2022 9/15/2022 Per Item Limit: $200.000 Per Occurrence Limit: $200,000 Limit(Deductible: $1,000,000/$5,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) Re: Job# 21-00208 - SAGS Grant Applications City of Santa Ana, its officers, employees, agents, volunteers and representatives as additional insureds. Umbrella follows form. The Workers Compensation / Employers Liability Deductible is none. City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-201 ACORD 25 (2016/03) The ACORD name and logo are registered marks of AC 66237687 1 MNiMbl 1 21-22 Maeter CDI I Prabhjot Kau[ 1 1/12/2022 0:54:25 AN (PST) I Page 1 of 11 S ACORD 25 (2016/03) The ACORD name and logo are registered marks of AC 66237687 1 MNiMbl 1 21-22 Maeter CDI I Prabhjot Kau[ 1 1/12/2022 0:54:25 AN (PST) I Page 1 of 11 f� Wall, Mmal genDkiaim ACORD CORP1L®�' ORD 7du 7)&r sa disk Ma,ugerm"Oniul Nde AGENCY CUSTOMER ID: MARKT-1 LOC #: AC )?a ADDITIONAL REMARKS SCHEDULE Page —of AGENCY Asero Insurance Services NAMED INSURED Mark Thomas & Company, Inc. 2833 Junction Avenue, Ste 110 San Jose CA 95134 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM MLIMRFR- 25 FORM TITLE: Certificate of Liability (03116) HOLDER: City of Santa Ana ADDRESS: 20 Civic Center Plaza Santa Ana, CA 92702 Commercial General Liability Blanket Additional Insured - Owners, Lessees Or Contractors - With Products -Completed operations Coverage Endorsement and Primary and Noncontributory Insurance as required by written contract per attached form CNA75079XX (10-16). Commercial General Liability Waiver Of Transfer Of Rights Of Recovery Against Others To The Insurer Endorsement as required by written contract per attached form CNA75008XX (10-16). Commercial Auto Liability Additional Insured - Primary And Non -Contributory as required by written contract per attached form CNA71527XX (Ed. 10/12). Commercial Auto Liability Waiver Of Transfer Of Rights Of Recovery Against Others To Us (Waiver Of Subrogation) as required by written contract per attached form CA 04 44 10 13. Workers' Compensation Blanket Waiver Of our Right To Recover From Others as required by written contract per attached form G-19160-B (Ed. 11/97). *Subject To Policies Terms, conditions, and Exclusions Ride M4ergve¢ REVIEWED i/IVPxOVED APPROVED By: YdH'Itel' %xD/owoe ACORD CC Rrsl"vti""p"""euaveelaae The ACORD name and logo are registered marks of ACORD ••• •• •-• ••••-• 66237687 1 MKT-1 21-22 So,ter COI I Piabhjct Kaur 1 1/12/2022 8:54:25 M (PST) I Page 2 of 11 CNA Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037: or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Polil "M."..dDh 4�6 APP"P-11,. Page 1 of 2 Endorseme z you Damon Insured Name: MARK THOMAS & COMPANY, INC. Effective fhsk "a,,_Ic'etaat °, C01 opyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., Wittw Pet Itlo„o,,. 66237687 1 MAR%T-1 1 21-22 Master COI I Prabhjot Naar 1 1/12/2022 8:54:25 AM (PST) I Page 3 of 11 CNA Blanket Additional Insured - Owners, Lessees or Contractors -with Products -Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Poli) uvr>a4ge )onm�a CNA75079XX (10-16) 17s14eom t Aw Br: Page 2 of 2 Endorseme 'n`, you P� Effective logo Insured Name: MARK THOMAS & COMPANY, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi6 i I:b yei III b,lul I. 66237687 1 M KT-1 1 21-22 Master COI I Prabhj.0 Kau[ 1 1/12/2022 8:54:25 AM (PST) I Page 4 of 11 CNA Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organizations with whom you have agreed in writing in a contract or agreement to waive any right of recovery against such person or organization, but only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75008XX (10-16) Po"' Rihmgeed5z;7 Page 1 of 1 Effe . flE &A P &r Rizk Maraagenvn UaiulAi<le Insured Name: MARK THOMAS &COMPANY, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., wit, ". yoM,„aaiui,. 66237607 1 MARK[-1 1 21-22 Master COI I Prabhjo6 Kaur 1 1/12/2022 8:54:25 AM (PST) I Page 5 of 11 CNA CNA71527XX (Ed. 10112) ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Persons Or Organizations "Any person or organization that you are required by written contract to make an additional insured under this insurance is an "insured", but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an "insured" for Liability Coverage under Section II — Who Is An Insured of this Coverage Form." 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the Policy remain unchanged. 11 CNA71527XX (10/12) Poli( �� tee,. Page 1 of 1 Endorseme ?j 9ou Effective Da Insured Name: MARK THOMAS & COMPANY, INC. 00 aw m Wye a numwam Copyright CNA All Rights Reserved. 66237687 i MARMf-1 1 21-22 Master COI i Prabhjot Maur 1 1/12/2022 8:54:25 AM (PST) I Page 6 of 11 POLICY NUMBER: 6078951371 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MARK THOMAS & COMPANY, INC. Endorsement Effective Date: 09/15/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization with whom you have agreed in writing in a contract or agreement to waive any right of recovery against such person or organization, but only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the 'loss" under a contract with that person or organization. CA 04 4410 13 Copyright, Insurance Services Office, Inc., 2011 662376B7 I MhxKr 1 [ 21 22 Master m1 I Prabnjot Kau, 1 1/12/2022 6:54:25 AM PSV [ Page 7 of 11 Rwe &AVPRw®ar. iau �!rts:ox RakkNna9e,mrtORiul Aitle r ayc i v1 i CNA Paramount Excess and Umbrella Liability CNA Policy Ueclaradons Underlying Insurer Policy Number Policy Period Note: Underlying Insurance Coverages Limits of Insurance Valley Forge Insurance General Liability Each Occurrence Limit $1,000,000 Company 6078951385 General Aggregate Limit $2,000,000 09115/2021 to Per Location : yes 09/15/2022 Per Project : yes Products/ Completed Operations Aggregate Limit $2,000,000 Personal and Advertising Injury Liability Limit $1,000,000 Continental Casualty Auto Liability Company 6078951371 09/15/2021 to 09/15/2022 Combined Single Limit $1,000,000 Valley Forge Insurance Employers Liability Bodily Injury by Accident- Each Company Accident Limit $1,000,000 6078951404 Bodily Injury by Disease - Policy Limit $1,000,000 09/15/2021 to 09/15/2022 Bodily Injury by Disease - Each Employee Limit $1,000,000 Form No: CNA75501XX (03-2015) Policy Declarations Page: 2 of 4 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 u.tw won a� Pc.y®L Mrx Or. Pc a� Pc - %u f�icwen a�urtw,aynnartamwaae ® Copyright CNA All Rights Reserved. 66237687 1 MAWCf-1 1 21-22 Master col I Prabhjo[ Kaur 11/12/2422 8:54:25 AM (PST) I Page 9 of 11 CNA CNA Paramount Excess and Umbrella Liability oiiCy Declarations Underlying Insurer Policy Number Policy Period Note: Underlying Insurance Coverages Limits of Insurance IN ANY JURISDICTION, STATE, OR PROVINCE WHERE THE AMOUNT OF EMPLOYERS LIABILITY INSURANCE PROVIDED BY THE UNDERLYING INSURER(S) IS BY LAW "UNLIMITED", THE UNDERLYING EMPLOYERS LIABILITY LIMIT(S) SHOWN IN THE ABOVE SCHEDULE DO NOT APPLY AND NO COVERAGE SHALL BE PROVIDED FOR EMPLOYERS LIABILITY UNDER THIS POLICY. National Fire Insurance Employers Liability Bodily Injury by Accident- Each Company of Hartford Accident Limit $1,000,000 6078951418 09/15/2021 to 09/1512022 Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit $1,000,000 $1,000,000 IN ANY JURISDICTION, STATE, OR PROVINCE WHERE THE AMOUNT OF EMPLOYERS LIABILITY INSURANCE PROVIDED BY THE UNDERLYING INSURER(S) IS BY LAW "UNLIMITED", THE UNDERLYING EMPLOYERS LIABILITY LIMIT(S) SHOWN IN THE ABOVE SCHEDULE DO NOT APPLY AND NO COVERAGE SHALL BE PROVIDED FOR EMPLOYERS LIABILITY UNDER THIS POLICY. Valley Forge Insurance Employee Benefits Each Employee Limit $1,000,000 Company Liability Aggregate Limit $1,000,000 6078951385 09/15/2021 to 09/15/2022 orms and Endorsements — See SCHEDULE OF FORMS AND ENDORSEMENTS — Minimum Earned Premium 0% of the Total Premium Total Premium Premium includes the following amount for Certified Acts of $0 Terrorism Coverage Form No: CNA75501XX (03-2015) Policy Declarations Page: 3 of 4 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 PC Rbl, Mwgened MAP. PC g �.�Jr)•., Ik+nFLIDLAPPaDIFDav: PC %u >aics.o« am,m,,.,ge„a„am�a)aar ® Copyright CNA All Rights Reserved. 66237687 1 MARKT-1 121-22 Maeter COI I Prabhjot Raur 11/12/2022 B:54:25 AM (PST) I Page 10 of 11 CNA Notice to insurer Address: Fax #: Email Address: CNA Paramount Excess and Umbrella Liability Policy Declarations CNA Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 800-446-8632 HPReports@CNA.com Form No: CNA75501XX 103-2015) Policy Declarations Page: 4 of 4 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 PC 6 APPM'2vID Or. Pc g 0 P&c " auk NLrugmvn uaw,)aa� �- ® Copyright CNA All Rights Reserved. 66237687 MMMP-1 1 21-22 Master COI 1 Prabhjot Kaur 1 1/12/2022 8:54:25 AM (PST) I Page 11 of 11 CNA (Ed. 1 11/97) (Ed. 97) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One — Workers' Compensation Insurance G. Recovery From Others and Part Two — Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. G-19160-B (Ed. 11/97) Insured Name: MARK THOMAS & COMPANY, INC. Policy No: 6078951418 Effective Date: 09/15/2021 w. IhNEWm 6 & A� BY: Yi :Br:ago am,nt„wgenm.uR�wae� 66237687 1 NUI -1 121-22 YasCer COI I Prabhjot Kaui 11/12/2022 8:54:25 AM (PST) I Page 8 of 11 AC"R& CERTIFICATE OF LIABILITY INSURANCE `,I DATE (MM 00 YY ) 12/v2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230 Lafayette CA 94549 CONTACT NAME: Dods A. Chambers PHONE PAX A/CNo)- noonkss: Doris.Chambers AssuredPartners.com INSURERS AFFORDING COVERAGE NAIL# INSURER A: XL Specialty Insurance Co. 37885 License#: 6003745 INSURED MARKTHOMA INSURER B: Mark Thomas & Company, Inc. 2833 Junction Avenue, Suite 110 INSURER C: San Jose CA 95134 INSURER D: E FNSURER NSURER F: COUEFM _FS CFRTIFITtATF NIIMRFR- 18310(1750E REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADOL BUBR POLICY NUMBER MM/UDY/YY)Y MM/FF DDY/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ AIMS -MADE OCCUR Cl-AIMS-MADE DAMAGE TO RENTED m PREMISES Eaoccrence $ MED EXP (Any one person) It PERSONAL &ADV INJURY $ GEN-L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMPIOPAGG $ POLICY JEa LOG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT accident ItEa BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS NONOWNED HIREDAUTOS HAUTOS PROPERTY DAMAGE Peraccident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DIED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETOR/PARTNEWEXECUTIVE Y�N/A STATUTE ERµ E.L.EACHACCIDENT is E.L. DISEASE - EA EMPLOYE $ OFFICER/MEMBER EXCLUDED? (Mandatary In NH) E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A Prefessional Liability &Contractors DPR9980226 7n2021 7/1/2022 Par Claim $2,00.000 Annual Aggregate $2,00 ,000 Pollution LabilityT DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached if more space is required) REF: 21-00208 - SAGS Grant Applications - Notice of Cancellation: It is understood and agreed that in the event of cancellation of the policy for any reason other than nonpayment of premium, 30 days written notice Will be sent to the certificate holder by mail. In the event the policy is cancelled for non payment of premium, 10 days written notice will be sent to the above. City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Rhk MarugamJIDM�7+e7°TC W 79SS-Z1.174 AUUKU ILL - ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD