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HomeMy WebLinkAbout5 - AGMT FOR HSG FIN ANALYSIS AND ADIVSORY SERV f f( REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE. RECORDING SECRETARY USE ONLY: APRIL 7, 2015 TITLE: APPROVED AGREEMENTS FOR HOUSING El As Recommended FINANCIAL ANALYSIS AND 0 As Amended ADVISORY SERVICES (STRATEGIC PLAN NO. 5, 3) CONTINUED TO _... __............ . RECOMMENDED ACTION 1. Authorize the Executive Director to execute an on-call agreement with Keyser Marston Associates, Inc. to provide housing financial analysis and advisory services in an amount not to exceed $100,000 for a two-year agreement, subject to non-substantive changes approved by the Executive Director and the Authority General Counsel. 2. Authorize the Executive Director to execute an on-call agreement with CSG Advisors, Inc., to provide housing financial analysis and advisory services in an amount not to exceed $100,000 for a two-year agreement, subject to non-substantive changes approved by the Executive Director and the Authority General Counsel. DISCUSSION The Housing Authority and the Successor Housing Agency of the Former Redevelopment Agency creates and implements programs that offer affordable housing opportunities within the City. Periodically, staff requires professional consulting services to insure the economic viability of the design and implementation of these programs and projects. On December 29, 2014, the City and the Housing Authority released a Request for Qualifications (RFQ) soliciting proposals from experienced consulting firms to select one or more firms to provide on-call housing financial analysis and advisory services for both the City of Santa Ana and the Housing Authority of Santa Ana. Housing Authority related activities include Project Based Vouchers, housing revenue bond financed programs, and additional housing programs. The RFQ was advertised and posted on PlanetBids and closed on January 29, 2015. The City received two qualified proposals in response to the RFQ. Responses were evaluated based on qualifications and company experience; demonstrated and relevant affordable housing experience; fee proposal; and quality and depth of proposal. All firms submitting proposals demonstrated the ability to deliver the necessary services to the City, Staff is recommending that both Keyser Marston Associates, Inc. (Exhibit 1) and CSG Advisors, Inc. Agreements for Housing Financial Analysis and Advisory Services April 7, 2015 Page 2 (Exhibit 2) be awarded an on-call agreement for a two-year term. The agreements will cover the following services: general multi-family affordable housing financial analysis and advisory services, multi-family and/or single-family bond issuance financial advisory services, financial feasibility analysis, and subsidy layering analysis. The Successor Housing Agency has the obligation to either develop or sell the low-moderate housing properties held by the former Redevelopment Agency. As part of this obligation, these selected firms will assist in the subsidy layering analysis and housing financial analysis needed for these housing assets. The Housing Authority is a conduit issuer of affordable housing bonds for qualified affordable projects, which is a type of financing typically paired with four percent (4%) tax credits that can be utilized by affordable housing development. The process is completed on a time schedule prescribed by other outside financing sources, thus on-call agreements with experienced and qualified housing financial advisors need to be in place. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 (Community Health, Livability, Engagement & Sustainability), Objective 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT As potential projects are identified, funds will be made available in the Successor Housing Agency Contract Services account no. (60718810-62300) and the Housing Authority Issuer Fee Contract Services account no. (13318780-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Kelly Re nders Francisco Gutierrez Executive Director Executive Director Community Development Agency Finance and Management Services Agency KPJNV/11 Exhibits* 1. Keyser Marston Agreement 2. CSG Advisors Agreement EXHIBIT 1 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 7th day of April, 2015, by and between Keyser Marston Associates, Inc. (hereinafter "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). RECITALS A. The Authority desires to retain a qualified consulting firm having special skill and knowledge in the field of financial consulting services and development. 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 provide on-call housing financial analysis and advisory services for housing projects and programs within the City of Santa Ana. These services include but are not limited to: housing activities funded by Community Development Block Grant (CDBG), HOME Investment Partnership Grant (HOME), other competitive federal grants, the City's Inclusionary Housing funds, and housing revenue bond financed programs, as set forth in more detail in Consultant's Proposal attached hereto and incorporated herein as Exhibit A. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to Authority any work product which results from the services provided. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, and drawings, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the Authority, and (b) the authors of all such material, whether copyrighted or not, award to the Authority, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials, excluding proprietary computer models. 1 3. COMPENSATION a. Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Consultant's Proposal attached hereto and incorporated herein as Exhibit A. The total sum to be expended under this Agreement shall not exceed $100,000.00 for a two-year term. b. Payment by Authority shall be made within thirty (30) days following receipt of proper invoice including a detailed breakdown of the services and tasks performed, hours and hourly rates related to performance of those services and tasks, subject to Authority accounting procedures. c. 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 Authority. In the event that the Authority disputes a portion of Consultant's invoice, any sums not in dispute shall be remitted to Consultant. 4. TERM This Agreement shall commence on the date first written above and terminate on April 7, 2017, unless terminated earlier in accordance with Section 13,below. 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 Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority 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. 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 Authority, 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 the following: single limit 2 coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of$1,000,000 per occurrence. Consultant shall supply Authority with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C to Consultant's Proposal attached hereto and incoporated herein as Exhibit A. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 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 3300 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 perfonnance 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 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 Authority upon execution of this Agreement and shall be approved in form by the Authority. (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 Authority. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Authority with required proof that insurance has been procured and is in force and paid for, the Authority shall have the right, at the Authority's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the Authority, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect negligent performance of services of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) 3 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 inden-mity 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 Authority, including fees and costs for special counsel to be selected by the Authority, 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 Consultant's negligence or willful misconduct on the performance of this Agreement. Authority may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the Authority 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 Authority. 9. 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. 10. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 4 To Authority: City of Santa Ana Executive Director of the Housing Authority 20 Civic Center Plaza(M-25) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Consultant: Keyser Marston Associates, Inc. 500 S. Grand Avenue, Suite 1480 Los Angeles, CA 90071 Telephone(213) 622-8095 Facsimile (213) 622-5204 A party may change its address by giving notice in writing to the other party. Thereafter, 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Authority 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 Authority 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 nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. 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 Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered 5 null and void. Nothing in this Agreement shall be construed to limit the Authority's ability to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority. 13. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority 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 Authority all work product completed as of such date, and in such case such work product shall be the property of the Authority unless prohibited by law, and Consultant consents to the Authority's use thereof for such purposes as the Authority deems appropriate. b. Payment need not be made for work which fails to meet the standard of perfonnance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. 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 Authority immediately and in writing of their inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 6 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa E. Storck Assistant City Attorney RECOMMEND APPROVAL: CONSULTANT Keyser Marston Associates, Inc. KELLY L. REENDERS Kathleen Head Executive Director Managing Principal/Vice President Community Development Agency EXHIBIT A Keyser Marston Associates'January 29, 2015 Letter with Exhibits KEYSER MAR ASSOCIATES ADVISORS IN PIJBLIC/PRIVATE REAL. ESTATE DEVELOPMENT January 29, 2015 ADVISORS 1N: Real Estate Redevelopment Natalie Verlinich Affordable Housing iconomic Development Housing Programs Analysis SAN FRANCISCO City of Santa Ana A.Jerry Keyser Community Development Agency Timothy C.Kelly Kate Earle Funk 20 Civic Center Plaza— M37 Debbie M.Kern Santa Ana, California 92701 Reed T.Kawahara David Doezema Los ANGELES Re: Request for Qualifications for Housing Financial Analytical and Advisory Services Kathleen H.Head James A.Rabe Dear Ms. Verlinich: Gregory D.Soo-Hoo Kevin E.Engstrom Julie L.Romey Keyser Marston Associates, Inc. (KMA) is pleased to submit this proposal to the City of SAN DIEGO Santa Ana and the Santa Ana Housing Authority (collectively referred to as the "City") Paul C.Marra request for qualifications to provide housing financial analytical and advisory services (RFQ). Specifically, KMA is proposing to provide financial assistance with multifamily and single-family housing projects and programs; bond issuance advisory services; and financial evaluations of projects being undertaken under the auspices of the City's Housing Opportunities Ordinance. KMA is a full-service real estate, financial, and economic consulting firm with a specialization in affordable housing services. KMA brings in-depth expertise in a variety of financing techniques such as tax-exempt multifamily bonds, Low income Housing Tax Credits, New Market Tax Credits United States Department of Housing and Urban Development (HUD) assistance sources, financing programs offered by the California Housing and Community Development Department (HCD), the Federal Home Loan Bank Affordable Housing Program funds (AHP), and the revenue sources that are available to the housing successors to former redevelopment agencies. KMA understands that the City wishes to enter into a two-year contract with the selected firm, with the possibility for three (3) one-year options. If KMA is selected, we will obtain a City of Santa Ana business license and provide the insurance certification required by the RFQ. We will also comply with the anti-collusion requirements that are spelled out in Exhibit G to the RFQ. 500 SOUTH GRAND AVENUE, SUITE 1480 ,. LOS ANGELES,CALIFORNIA 90071 r PHONE 213.622.8095 1501020.KMA:KHH WWW.KEYSERMARSTON.COM 99900.900 Natalie Verlinich January 29, 2015 City of Santa Ana Page 2 For purposes of both the response to the RFQ, the Principal-in-Charge of this engagement, and the authorized signatory to a legally binding commitment, the KMA representative is: Ms. Kathleen Head, Managing Principal Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095 / Fax: 213.622.5204 Email: khead cDkeysermarston.com KMA appreciates the opportunity to assist the City. if you require any additional information, please do not hesitate to contact me. Sincerely, Keyser Marston Associates, Inc. Kathleen Head 1501020.KMA:KHH 99900.900 Request for Qualifications f r Housing Financial Analytical Adviscry Services ,.:� �� � � . 6 Statement of Qualifications (Exhibit OrganizationalBackground..................................._........................................ I FirmExperience ........................................................................................... 3 Sample of Orange County Affordable Housing Clients ...................................— 3 Affordable Housing Services ........................................................................ 4 Designated Personnel ................................................................................. 6 Scopeof Services ......................................................................................... 7 Bond Advisory Services............................................................................... 7 Affordable Housing Transaction Structuring Services ....................................... 8 Relevant Experience...................................................................................... 9 Other Exhibits Exhibit B - Proposer's Statement and Fee Schedule Exhibit C - Additional Insured Endorsement for Commercial General Liability Policy Exhibit D - References and Relevant Work History Exhibit E - Proposal's Contract and Agreement - Proposer's Statement Exhibit F - Proposal Contract and Agreement - Certification of Nondiscrimination Exhibit G - Non-Collusion Affidavit Keyser Marston Associates, Inc. Page i Request for Qualifications for Housing Financial Analytical End A vk oury Service ORGANIZATIONAL BACKGROUND KMA is a full service real estate, financial and economic consulting firm that has a specialization in affordable housing services. A privately held California corporation, KMA was incorporated in 1973, and now has one of the largest real estate and redevelopment advisory practices on the West Coast. The majority of KMA assignments involve long-standing client relationships with city and county governments, including clients throughout the Orange County. KMA presently has 23 professional staff persons in three offices located in Los Angeles, San Francisco and San Diego. The downtown Los Angeles office, which would provide services to the City, includes seven professional staff members and provides consulting services to a wide range of government agencies and a limited number of private sector clients in Southern California. KMA's unique strength is the depth, continuity and availability of our principals who average more than 20 years of practical experience working with our public and institutional clients. All work assignments are directly supervised by a principal and it is the personal involvement of our principals that contribute to the firm's ongoing success. KMA's principals are frequent speakers to industry groups including the California League of Cities, the American Planning Association, NAHRO, the Urban Land Institute, and other similar organizations. KMA's principals served as special advisors to the California Redevelopment Association (CRA) Board of Directors and its Affordable Housing Committee. KMA's principals have acted as instructors at the following CPA Institute courses; Beginning and Advanced Affordable Housing; Affordable Home Ownership; Pro Forma Analysis; Components of the DDA; Developer Selection; and Redevelopment Finance. KMA principals have also lectured at the UCLA Anderson School of Business, the UCLA Graduate School of Urban Planning, the USC Graduate School of Urban Planning; and the California State University at Long Beach Graduate School of Public Administration. The increased complexities of real estate transactions demand a strong technical understanding of real estate market opportunities and constraints. KMA has the ability to provide services to the City that are based on a fundamental understanding of the real estate market, affordable housing programs and funding sources, valuations and investment financing. Keyser Marston Associates, Inc. Page 1 Request for Qualifications for Housing Finance$ n ll i l r d Advisory Services Some unique characteristics possessed by KMA include: *Over 40 years experience in assisting all levels of public sector clients throughout the West in affordable housing market and evaluation services; developer selection and negotiation; structuring public investment in public/private transactions; and redevelopment project implementation services. •KMA provides comprehensive services relating to market and financial feasiblity, economic analysis, direct implementation experience and public finance without the need for multiple consultants. •The philosophy and structure of our firm is to provide our clients with the maximum direct contact with principals. The commitment of principals who are recognized leaders in real estate advisory services througout California provides our clients with quality, tailored and direct serivices. KMA has developed a methodology and approach to ensure quality control for its analytical and advisory services. The methodology and approach include the following: Iii: 011% ig *Each assignment is headed by one of the firm's experienced principals, selected based upon the particular skill set required for the assignment. Kathleen Head manages the firm's affordable housing practice. For projects where a variety of skill sets are required (i.e., a mixed-use project that includes both affordable and market rate housing and a retail component), KMA will bring consulting principals within the firm with the particular expertise required for the assignment. all *The firm has created subgroups which include selected principals and senior staff, to ensure that the best practices adn analytical tools are made available firm wide. These specialty groups meet on a regularly scheduled basis and include such areas as affordable housing, mixed-use, public parking, ground lease development and redevelopment finance. •KMA has developed a series of proprietary models for financial feasibility analysis and fiscal impact work to ensure a uniformity of approach and analysis. Keyser Marston Associates, Inc, Page 2 Request for QLialiffic-abons for Housing F na ,cial naiy cal asnAdvisory Services FIRM EXPERIENCE Sample of Orange County Affordable Housing Clients KMA has provided ongoing affordable housing services to a number of public sector clients for over 25 years. A sample of long-time clients that are located in Orange County includes the Anaheim Housing Authority, the City of Fullerton, the Huntington Beach Housing Authority, and the Costa Mesa Housing Authority. It should also be noted that KMA has provided consulting services to the City of Santa Ana Housing Authority, Planning Department, and former Redevelopment Agency for over 30 years. Contact information for the identified long-term Orange County clients are presented below: 1 Anaheim Housing Authority EJohn Woodhead, Executive Director { Telephone Number: 714.765.4332 [Email Address: yjwoodhead @anaheim.net �_. 4.._.......».�..,_,..._..«........._..._.. ®.,_,..,w�......................_.. mom..„_ `s City of Fullerton Housing Successor Charles Kovac, Project Manager - Y Telephone Number: `�� 714.738.2858 ~ Email Address: charlesk@ci.fullerton.ca.us Beach Housing Authority Kellee Fritzal, Deputy Director, Office of Business Development E Telephone Number: 714.374 1519 _ Email Address: Rick.Francis @costamesaca. ov �_ i Costa Mesa Housing Authority i Rick Francis, Assistant CEO Telephone Number: 714.754.5099 Email Address: Rick.Francls @costamesaca ov����.�..�.�.�..�._��.�...__x-.._._-.! � Keyser Marston Associates, Inc. Page 3 .e qu st- for Otialfficationts or Hotasin 'r-irtancial Analytical nd ivory Service' Affordable Housing Services KMA has extensive experience in the analysis of affordable housing transactions. KMA is an expert in analyzing a full range of residential uses including rental and for-sale projects; projects in urban, suburban and rural locations; and very-low income to luxury unit types. KMA is practiced in all aspects of housing finance. KMA brings in-depth expertise in a variety of financing techniques such as the following: •Conventional loans *Tax-exempt multifamily bonds •Section 221d3/4 FHA mortage insurance •California Hosuing Finance Agency (CalHFA) financing programs *Banking industry settlement rsubordinate loans •9% and 4% Low Income Housing Tax Credits (LIHTCs) •New Market Tax Credits -Historic Tax Credits *HOME Investment Partnership (HOME) •Community Development Block Grants (CDBG) •Section 8 *Section 2021811 *McKinney Act *Section 108/Brownfield Economic Development Investment *New Issue Bond Program *Neighborhood Stabilization Program (NSP) •TOD loans and grants •Infill Infrastructure grants •Multifamily Housing Program (MHP) •BEGIN •CalHOME •Former redevelopment affordable housing sources •Inclusionary housing in-lieu and impact fees *Mental Health Services Act (MHSA) *Federal Home Loan Bank Affordable Housing Program Keyser Marston Associates, Inc. Page 4 for QualificatLions for ftusing Financial; M Analytical, and Advisory Services The affordable housing areas in which KMA provides services include the following; Layering andLeveraging Analyses - KMA prepares market and financial analyses to quantify the appropriate level of client assistance to a project. We evaluate the impact of burdens and incentives on affordable housing programs and advise on all aspects of project financing, including the use of available outside funding and assistance sources KMA has extensive experience preparing HOME layering analyses under the new HOME final rule. €vel oper Solicita tia I el do $ KMA assists clients in the evaluation and selection of developers for affordable housing projects. The evaluation typically includes a thorough review of the developer's prior experience and that of the development team, its financial strength and property management expertise. Inclusianary Housing Programs - KMA analyzes the financial impact associated with requiring private sector residential developers to set aside units for very-low, low and moderate income households. These analyses quantify the net economic detriment created by the inclusionary requirement, after consideration of the benefits associated with various incentives being offered by public entities. KMA has evaluated the financial impacts on both rental and ownership housing and assisted cities in drafting inclusionary housing ordinances and implementation documents as well as participating in the public hearing approval process. Policies and Procedures Manuals — KMA has written policies and procedures manuals for clients to ensure compliance with HOME Program regulations as well as developed programs for the use of HOME Program funds. In addition, KMA has prepared policies and procedures manuals to implement inclusionary housing programs and programs funded by the NSP. SB 341 Affordable Housing Reports — KMA has prepared a template to be used by Housing Successor staff to prepare the required annual SB 341 report. In addition, KMA also prepares the report for housing successor agencies. Compliance Monitoring x Affordable rental housing is typically funded with a variety of layered funding sources. These sources impose income and affordability restrictions that require clients to monitor compliance of the relevant affordable standard. KMA's experience includes structuring housing projects funded with multiple assistance sources and monitoring the completed projects to ensure continuing compliance with the income and affordability covenants. Residual Receipts Calculation and Compliance - KMA has assisted clients in the evaluation of affordable housing operations and ensuring compliance with residual receipts loan repayment terms. The evaluation typically includes a review of the annual audited financial statements and operating statements to determine any residual receipts payments due. Keyser Marston Associates, Inc. Page 5 Request for QUF31ifications fob° E USilnc �rafi�� i � n y cal and Advisory Services Designated Personnel KMA has designated Kathleen Head as the Project Manager/Principal Agency for contract coordination and in the delivery of all services detailed herein. The contact information for Kathleen is as follows: Kathleen Head, Managing Principal 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Telephone: 213.622.8095 Fax: 213.622.5204 Email: khead @keysermarston.com The personnel that would be assigned to this engagement are presented in the following organizational chart: g Kathleen Head manages the housing related services performed by the KMA Los Angeles office, and has extensive experience in program creation, policy analysis, feasibility evaluations and transaction structuring. Kathleen has analyzed hundreds of projects utilizing various local, state and federal assistance packages. JWie Rai; ey° is a Senior Principal who advises clients on affordable housing policy, economic development and real estate assignments. Julie has performed market and economic feasibility, tax allocation, land disposition and reuse analyses for affordable housing projects for over 20 years. Tini Bretz is a Senior Associate who has been with KMA since 2008. Tim has prepared affordable housing feasibility, market and reuse analyses for the firm's public sector clients. Keyser Marston Associates, Inc. Page 6 Request for Qualifications cr LusJnq Financial Arvalyt-ical and Advisory Sep ces SCOPE OF SERVICES The scope of services being requested by the City includes a mix of bond advisory services, affordable housing transaction structuring, technical assistance with the implementation of the Housing Opportunities Ordinance, and ongoing oversight of affordable housing projects that have received City assistance. Bond Advisory Services KMA has the demonstrated qualifications to provide the following bond advisory services: a' e ffi Keyser Marston Associates, Inc. Page 7 s . a t z � 3 XT Request for Qualifications for Housinq Financial Analytical and Advisory Services kno RELEVANT EXPERIENCE County of San Bernardino / 14piltigenerational Housing and Librar y KMA assisted the County of San Bernardino in evaluating the financial gap associated with the Bloomington multigenerational housing and public library mixed use project. The project consists of 72 senior-citizen apartment units, 35 family apartment units, and a 6,600 square foot public library. The apartment components of the project are subject to 55-year income and affordability covenants that allocate the units to households earning between 30% and 50% of the San Bernardino County median income. The developer obtained 9% LIHTCs and conventional financing. The County provided NSP1 and NSP 3 funds, tax-exempt bonds that were secured by property tax increment housing set-aside funds, MHSA funds; and a contribution of water line impact fees. KMA assisted in the negotiations process, quantified the warranted local assistance to the project, and prepared the subsidy layering analysis required by California Health and Safety Code Section 33433. KMA Work Completed: 2014 Contact Person: Dena Fuentes, Director of Redevelopment and Housing - Telephone Number: 909.387.4392 Email: dfuentes @rda.sbcounty.gov City of Huntington Beach / Disposition of City Owned Property The City of Huntington Beach engaged KMA to evaluate the options for selling or holding a 164-unit City-owned apartment project targeted to very-low and low income senior citizens. As part of this engagement, KMA evaluated the project's operating results; future capital expenditures requirements; and income and affordability controls. KMA recommended that the City market the project to housing developers that could acquire and rehabilitate the property to modern standards using LIHTCs and tax exempt multifamily bond financing. KMA evaluated the purchase offers; recommended income and affordability requirements to maximize outside leveraging sources; and compared the financial terms and structure of the purchase offers. The sale and financing was completed in 2010. KMA Work Completed: 2010 Contact Person: Kellee Fritzal, Deputy Director, Office of Business Development Telephone Number: 714.374.1519 Email: kfritzal @surfcity-hb.org Keyser Marston Associates, Inc. Page 9 Request fens Qr l€flc ion for Housing Financial -U-sa A nalyt i al nd Ad isory rvices k� �. City ran / Santa .mess Villas and Le ion Grave Apartrnent.s KMA prepared a HOME layering analysis for the proposed 42-unit Santa Ines Villas senior citizen apartment project. The KMA analysis was performed in accordance with the HOME final rule, and it included an evaluation of the developer's cost projections; rent and operating expense estimates; and the proposed funding sources. The proposed funding sources included conventional financing, 9% LIHTCs, and MHSA funds. KMA quantified the amount of HOME funds required to ensure the affordability of the project, and reviewed and evaluated the financial wherewithal of the developer to undertake the proposed project. KMA prepared a HOME layering analysis and SB 341 analysis for the proposed 82- unit Lemon Grove Apartments project. The project is proposed to be financed with tax-exempt multifamily bonds/4% LIHTCs, Bank of America subordinate debt, a deferred Developer Fee, Set-Aside funds and HOME Community Housing Development Organization (CHDO) Funds KMA Work Completed: 2013 and 2015 Contact Person: Mary Ellen Laster, Senior Housing Manager Telephone Number: 714.744.7211 Email: mlaster @cityoforange.org City of Santa Alonica / Village Site KMA assisted the City of Santa Monica in the developer selection and implementation process for the development of affordable rental housing, market rate ownership housing, and retail uses on a 3.77-acre property. KMA assisted the City in drafting a RFQ, evaluating the 16 responses to the RFQ, drafting the financial component of RFPs that was distributed to the three finalist developers, evaluating the responses, and participating in the developer interviews. After a developer was selected, KMA prepared the financial analysis for the proposed scope of development, participated in the negotiations process for a long-term ground lease and Disposition and Development Agreement (DDA)., and prepared the Summary Report required by California Health and Safety Code Section 33433. KMA Work Completed: 2014 Contact Person: Andy Agle, Director of Housing & Economic Development Telephone Number: 310.458.2251 Email: andy.agle @smgov.net Keyser Marston Associates, Inc. Page 10 Request for Qualifications for Kousing Firtar i t N� Analytical artd Advisory Services Long Beach Housing Development Corporation / Senior Artist Colony KMA prepared a financial analysis for the Senior Artist Colony project and assisted the LBHDC during deal structuring negotiations. The project includes 200 apartment units in a transit-oriented development that is geared towards active seniors with a large component of artist-related amenities. All of the units are restricted to low and very-low income households and utilizes the following funding sources: tax-exempt bonds through the New Issue Bonds Program, 40/a LIHTCs, TOD grants and loans from HCD, a FHLB AHP loan and Set-Aside funds from the LBHDC. KMA Work Completed: 2011 Contact Person: Patrick Ure, Housing Development Officer Telephone Number: 562.570.6026 Email: Patrick_Ure @longbeach.gov Costa f4esa ffousing Authority/ Special Needs Project KMA assisted the Costa Mesa Housing Authority in evaluating the financial characteristics of an income restricted project targeted to homeless individuals with mental health issues. During the initial stages, KMA assisted the redevelopment agency in structuring a project with 9% LIHTCs; HOME funds; and Set-Aside funds assistance. The project was subsequently restructured as a tax-exempt multifamily bond/4% LIHTC project with funding assistance provided from MHSA funds offered by the County of Orange. KMA Work Completed: In Progress Contact Person: Rick Francis, Assistant CEO Telephone Number: 714.754.5099 Email: Rick.Francis @costamesaca.gov Moreno Valley Redevelopment Agency, / Special Needs Project The Moreno Valley Redevelopment Agency engaged KMA to prepare a HOME layering analysis for an apartment project targeted to senior citizens and developmentally disabled adults. The financial assistance to the project assistance includes MHP Supportive Housing funds; County of Riverside HOME funds; City of Moreno Valley HOME funds; donation of the land for the project from the Redevelopment Agency of the City of Moreno Valley; an FHLB AHP loan; and financial contributions from the developer and contractor. KMA Work Completed: In Progress Contact Person: Shanikqua Freeman, Housing Program Coordinator Telephone Number: 951.413.3445 Email: shanikquaf @moval.org Keyser Marston Associates, Inc. Page 11 Request for Qualifi t-i ns for 111-fousing Financial � -tical and Advisory Services Analy 01 ` , City of Saar Dinias / Grove Cation KMA assisted the City in restructuring the covenants imposed on 10 "for sale" affordable units to reflect current market conditions. The original covenants were imposed irrevocably over a 45-year term. The revised covenants allow home owner's to resell the home on an unrestricted basis in return for providing the City with a share in the unit's equity appreciation. KMA prepared the program documentation to be used with the revised covenants. KMA Work Completed: 2014 Contact Person: Larry Stevens, Assistant City Manager Telephone Number: 909394.6250 Email: Istevens @ci.san-dimas.ca.us City of Pasadena — 60-80 South Vinedo Density Bonus Analyses KMA analyzed a developer's request to construct a 26-unit residential development on a 30,000 square foot property. The proposed project includes an 18% density bonus and one concession. To evaluate the developer proposal, KMA analyzed a project that complies with the existing zoning, a scenario that tested the value created by the density bonus, and the proposed project. KMA prepared a memorandum that summarizes the developer's request, outlined the City's Density Ordinance requirements, and provides a finding on whether or not the developer's request met the Ordinance's requirements. KMA Work Completed: 2014 Contact Person: Jose Jimenez, Planner Telephone Number: 626,744,7137 Email:josejimenez @cityofpasadena.net City f Clareiriont/ Inclusionary Housing Policy KMA assisted the City of Claremont in creating an Inclusionary Housing Ordinance and an in-lieu fee structure. KMA quantified the net economic detriment created by the requirement to provide low and moderate income housing after consideration of the benefits associated with the incentives being offered by the City. KMA also prepared the policies and procedures manual and supporting documentation required to implement the program. KMA also provides financial analyses of projects that are proposing to use the in-lieu fee option. Year Completed: 2014 Contact Person: Brian Desatnik, Community Development Director Telephone Number: 909.399.5342 Email: bdesatnik @ci.claremont.ca.us Keyser Marston Associates, Inc, Page 12 CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES PROF'OSER^S STATEMENT AND PROPOSAL FEE SCHEDULE EXHIBIT B Certification — | certify that l have read, understand and agree tnthe terms and conditions oft his Request for Qualifications. | have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. | am familiar with all the existing conditions and limitations that may impact work requests. | understand and agree that | am responsible for reporting any errors, omissions or discrepancies tothe City for clarification prior to the submission of my proposal. KK8AB/LL|NG RATES The billing rates for the KMA staff members who may be assigned to this engagement are presented in the following table. KMA will not increase these hourly fees during the initial two- year cnntracttenn. Title Hourly Rates Managing Principal $280.00 Senior Principals $270.00 ' Senior Associates $187.50 Technical Staff $95.00 ' Administrative Staff $00.00 ' PROPOSED FEE AND TIMELINE FOR SAMPLE ASSIGNMENTS Subsidy Layering for an Affordable Multifamily Project The technical components of a subsidy layering analysis can be completed within a three-week time frame ata budget in the range of$Q'ODU. This budget does not include KK4Aparticipation . in the negotiations or transaction structuring process, which vary widely based on the transaction's level of complexity. Exhibit B Page 1 Financial Advisory Services for a Multifamily Bond Issuance Based on the scope of bond advisory services KMA described in Exhibit A of this proposal, KMA estimates the fee related to a multifamily bond issue in the range of$20,000. The KMA services would be provided throughout the negotiations, structuring and financing process for a project. This can be accomplished in as few as 90 days, but the process is more likely to require six months or more to complete. Keyser Marston Associates, Inc. 213.622.8095 /213.622.5204 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 500 South Grand Avenue, Suite 1480, Los Angeles, California 90071 BUSINESS ADDRESS Kathleen Head Managing Principal /Vice President PRINTED NAME OF AUTHORIZED AGENT TITLE khead @keysermarston.com SIGNATURE OF AUTHORIZED AGENT DATE EMAIL ADDRESS 94-23663741 FEDERAL 1D NUMBER Exhibit B Page 2 EXHIBIT ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOF8{}B|LPOLICIES Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # ________ relating to the following; 1. The City ofSanta Ana, 20 Civic Center Plaza N-25' Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are names as additional insured/s> ("additional /neuRed(s) ' vvi1h regard to liability and defense of suits arising from the operations and uses performed byoron behalf of the named insured. 2. With respect to o|a|nno arising out of the operations and uses performed by on behalf of the named inaUnad' such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of additional insured(s). 3. This insurance applies separately to each insured against vxhonn o|ainn is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person of organization oaan insured ohe|| not affect any right which such person Vr organization would ' have aos claimant if not aOincluded. ` 4. With respect to the additional insured/s\, this insurance shall not be cancelled, or materially � reduced in coverage or limits except after thirty (30) days written notice has been given to the � City of Santa Ana, 2O Civic Center Plaza M-25, Santa Ana, California 92701. ' (Completion of the foUow/ng, including countersignature, is required to make this endorsement effective.) � Effective this endorsement form ao part of Po|iny# Iesuedto Name Insured Countersigned by: � Authorized Representative City of Santa Ana Community Development Agency ` Request for Qualifications Housing Financial Analytical and Advisory Services Page 12 EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL 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 for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: City of Huntington Beach Contract Individual: Kellee Fritzal Address: 2000 Main Street Phone Number: 714.374.1519 Huntington Beach, CA Email Address: kfritzal @surfcity-hb.org Contract Amount: $270,000 Year: 2014 - 2016 Description of supplies, equipment, or services provided: On-call financial consulting services to the City, the Successor Agency and the Housing Authority. Reference No. 2 Customer Name: San Bernardino County Contract Individual: Dena Fuentes Address: 385 N Arrowhead Avenue Phone Number: 909.387.4392 San Bernardino, CA Email Address: dfuentes @rda.sbcounty.gov Contract Amount: $200,000 Year: 2013 - 2015 Description of supplies, equipment, or services provided: On-call affordable housing consulting services to the Counties Housing Department. Reference No. 3 Customer Name: City of Claremont Contract Individual: Brian Desatnik Address: 207 Harvard Avenue Phone Number: 909.399.5342 Claremont, CA Email Address: bdesatnik @ci.claremont.ca.us Contract Amount: $25,000 Year: 2014 -2015 Description of supplies, equipment, or services provided: Provide technical assistance to the City staff, the External Administrator, and developers in the implementation of the Inclusionary Housing Ordinance. TOBE INCLUDED |0PROPOSAL EXHIBIT CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this vvht&an 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 hero on the action of approval of the CVunci|, signed by the Executive Director or her duly authorized agent, and signed by the City Attorney, denoting her approval of the form for this docunnont, and its execution, and when itoran exact copy of it has be either delivered{o proposer or deposited with the United States Postal Service properly addressed tothe proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificates of liability insurance within ten /10\ days (excluding 3e1undGys' Sundays and City's legal holidays), or the funds, check drafts, or propnoer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City arid shall be considered as payment of d8magerdue to the delay and other causes suffered by City because of failure to enter into an Agreement and/or furnish 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, orpnoposnr'o bond substituted in lieu thereof shall be returned t0 the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFQ schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non'Oisorimination by Contractors, and the Workers' Compensation Insurance Certificate are {obe incorporated by reference into this Agreement and are made specifically as pad of this RF(]. SIGNEDAND PRINTED NAMIf.,,', TITLE � DATE City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 15 TO BE INCLUDED IN PROPOSAL EXHIBIT F CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not limited to, the following: employment; upgrading, demotions, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreements or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment_ 4. The Contractor complies with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and order 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 the Contractor's non-compliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Executive Orders 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 bylaw. 7, The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by City of Santa Ana Community Development Agency Request for Qualifications - Housing Financial Analytical and Advisory Services Page 16 rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, no discrimination shall be made in the employment of persons because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. FIRM SIGNED AND PRINTED NAME Mc_vti < J J Qi►rcL � �iC' TITLE DATE City of Santa Ana Community Development Agency Request for Qualifications- Housing Financial Analytical and Advisory Services Page 17 TO BE INCLUDED IN PROPOSAL EXHIBIT G CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the City of SANTA ANA COMMOUNiTY DEVELOPMENT AGENCY In accordance with Title 23 United State Code Section 112 and Public Contract Code 7106 the PROPOSER declares that this bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company associations, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non-collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of 1 -z-- S b cribed and sworn to (o affirmed) before me on this 1 "" day of %�v �, , 20 by proved to me on the basis of satisfactory evidence to the person(s) who appeared before me. " I. My ERINE 1.BRATTON Commission ►1979623 Notary PuNic-Camorms Los Anoss County Comm.Ex Notary Public Signature Notary Public Seal rn JM 22;2018 City of Santa Ana Community Development Agency Request for Qualifications- Housing Financial Analytical and Advisory Services Page 18 EXHIBIT 2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 7th day of April, 2015, by and between CSG Advisors, Inc., a California corporation, (hereinafter "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("Authority"). RECITALS A. The Authority desires to retain a qualified consulting firm having special skill and knowledge in the field of financial consulting services and development. 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 provide on-call housing financial analysis and advisory services for housing projects and programs within the City of Santa Ana. These services include but are not limited to: housing activities funded by Community Development Block Grant (CDBG), HOME Investment Partnership Grant (HOME), other competitive federal grants, the City's Inclusionary Housing funds, and housing revenue bond financed programs, as set forth in more detail in Consultant's Proposal attached hereto and incorporated herein as Exhibit A. 2. DELIVERY OF WORD PRODUCT Consultant shall deliver to Authority any work product which results from the services provided. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, and drawings, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the Authority, and (b) the authors of all such material, whether copyrighted or not, award to the Authority, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 1 3. COMPENSATION a. Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Consultant's Proposal attached hereto and incorporated herein as Exhibit A. The total sum to be expended under this Agreement shall not exceed $100,000.00 for a two-year term. b. Payment by Authority shall be made within thirty (30) days following receipt of proper invoice including a detailed breakdown of the services and tasks performed, hours and hourly rates related to perfonnance of those services and tasks, subject to Authority accounting procedures. c. 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 Authority. In the event that the Authority disputes a portion of Consultant's invoice, any sums not in dispute shall be remitted to Consultant. 4. TERM This Agreement shall commence on the date first written above and terminate on April 7, 2017, unless terminated earlier in accordance with Section 13, below. 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 Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority 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. G. 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 Authority, 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 perfonnance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be the following: single limit 2 coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of$1,000,000 per occurrence. Consultant shall supply Authority with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C to Consultant's Proposal attached hereto and incoporated herein as Exhibit A. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 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 3300 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than$1,000,000 per claim. 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 Authority upon execution of this Agreement and shall be approved in form by the Authority. (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(3 0) days prior written notice to the Authority. £ If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Authority with required proof that insurance has been procured and is in force and paid for, the Authority shall have the right, at the Authority's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the Authority, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect negligent performance of services of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) 3 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 Authority, including fees and costs for special counsel to be selected by the Authority, 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 Consultant's negligence or willful misconduct on the performance of this Agreement. Authority may make all reasonable decisions with respect to its representation in any legal proceeding. S. CONFIDENTIALITY If Consultant receives from the Authority 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 nonuse 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 Authority. 9. 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. 10. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 4 To Authority: City of Santa Ana Executive Director of the Housing Authority 20 Civic Center Plaza(M-25) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza(M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Consultant: Gene Slater, Chairman CSG Advisors, Inc. 1 Post Street, Suite 575 San Francisco, CA 94104 Facsimile (415)956-2875 A party may change its address by giving notice in writing to the other party. Thereafter, 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Authority 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 Authority 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 nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. 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 Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority's ability 5 to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority. 13. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority 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 Authority all work product completed as of such date, and in such case such work product shall be the property of the Authority unless prohibited by law, and Consultant consents to the Authority's use thereof for such purposes as the Authority 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. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of Califonlia and the validity, interpretation, perfonmance, 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. 16. 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 govermnental agencies. Consultant shall notify the Authority immediately and in writing of their inability to obtain or maintain such pen-nits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 6 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority 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. IN WITNESS WHEREOF, the pat-ties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Pisa E. Storck Assistant City Attorney RECOMMEND APPROVAL: CONSULTANT CSG ADVISORS, INC. KELLY L. REENDERS Gene Slater Executive Director Chairman Community Development Agency EXHIBIT A CSG AD VISORS'January 28, 2015 Proposal with Exhibits Proposal to Provide Housing Financial Analytical and Advisory Services to the C 0 tty of Santa Ana,. Community Development Agency RFQ 14 - 094 Submitted by CSG I advisors One Post Street, Suite 2130 San Francisco, CA 94104 (415) 956-2454 January 28, 2015 CSG Advisors Iucm-poraed January 38[ 2075 I'ToposaL /ous/�ig Financial Analj,ca/and Advison Services Page 24Z5 Table of C ontents l. Cover Utter .............._.............. .......................^^^^~^..,...`~^^`^^^~^'^^-...^^'~^^~~^'~^''~^..3 2. Organizational Bmokcroond.. .... .................................................................................,5 3, Firm and Personnel Experience........... .....................~.^^.^~.^.^. ...................^,,,,,....~~,6 4. Scope of Services............................................-.......---............................................... l5 5,. Relevant Experience ........ ................ ..................... ............................... '~~^`^.-~.,.. i7 tiReferences................................................. .................... ,~~.^^^^^...,.~.~.~^'^'`..-.....--- l7 7^ Fee Schedule.................................^._ ................^...............---.... ...._'~,.,, ..............,.20 Appendix 1: Financial Advisor Rankings ................................ .,~.,'~.~,.................... .........ZI Appendix 2; List of Projects from 20 10 to Present ..................................^.^ ................ ......2Z Exhibit B.: Statement and Proposal lteno Pricing Exhibit [); References, and Aefevamt Work History Exhibit. E: P,mpm*ml Contract and Arooeomcn* Exhibit. F.- Certification of Nondiscrimination bmContractor ExhibitGy/ NumrCol[um6wm/\{fidmvit CSG Advisors Incorporated Janiwry 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 3 of 2.5 L Cover Letter January 28, 2015 Ms. Natalie Verlinich I lousing Programs Analyst City of Santa Ana Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Re: RFQ 14,094 Dear Ms. Verlinich: We are very pleased to respond the request for Housing Financial Analytical and Advisory Financial Services. We have worked continuously for the City on all its housing financings since 1985, for the last 30 years, and would be very pleased to be able to continue providing such services. CSG Advisors ((:_SG) brings an unparalleled combination of experience in housing developi-nent projects, bonds, real estate analysis, and financial strategy. This enables us not only to structure and iniplenient specific financings on belialf of our clients, bur also to assist agencies in developing strategies that lead to specific financings that implement specific agency goals. • Nation's Leading Financial Advisor for Housing. We have been the leading financial advisor on housing in the United States for each year since 1982. CSG has advised on over 3,000 housing financings totaling over $76 billion. In the last 5 years we have advised on over $12 billion of housing bond issues. • California Housing Experience, We have worked for over 25 California local issuers since 1980 on all aspects of housing finance, including preseiwation, affordable development, rehabilitation (SLICIA as of the Minnie Street Neighborhood in Santa Ana) and use of CDBG, HOME, NSP, InclUsionary Housing funds and other resources. We have served as advisor on over 400 local multifamily bond iSSLICS. • Work for Santa Ana. We have assisted Santa Ana for almost 30 years on more than 25 projects and a wide range of housing issues and initiatives. In addition to serving as financial advisor of more $320 million of bond issues including most recently thee Flower Teri-ace Project, we helped the City develop Strategies to address Pine Street overcrowding and Minnie Street deterioration. Both of these programs were highly successful. • 'Independence. CSG Advisors acts solely as a financial advisor and does not underwrite bonds or other securities. Moreover we have only represented public agericies or non-profits in California, not private developers. We are always on the City's side of the table. • Programs and Strategies. Unlike many other financial advisors, CSG Advisors works equally on (a) housing bond issues (with a higher volume than any other firm in the country) and (b) designing and helping implement programs, project analyses„ h0USiIIq strategies and other consulting as described in the RFQ CSG Advisors lncoipomted January 28, 2015 Proposal: Housing Financial.Analytical.arid Advisory Services Page 4 of 25 a Senior Personnel and Specialization. CSG Advisors has seven full-time professionals in the San Francisco office, with an average (if more than 15 years experience working %vith public agencies on 11OUSing financing and development. This depth of personnel allows us to provide timely and in- depth assistance to our clients. 0 Long-Terin Client Relationships. Our firm's work is characterized by long-term 'A relationshi )s 7i I s th clients over many years. We start with the public agency's policies and overall objectives, and design each financing and project to ineet those - and to build on each other to enhance the agency's ability to do more in the fimire. We have represented Santa Ana on more than 25 financings, Other major ongoing clients we have worked for more than 20 years inClUde the cities of Anaheim, Los Angeles, San Di4!o, San Francisco and San Jose, and Alameda, Los Angeles and Orange Counties. Santa Ana has long been an important client- of the firm. We would be eery pleased to have the I opportunity to continue working for the City. As Chairman, I can make legally binding commitments for CSG. Sincerely, Gene Slater Chairman. CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Add spry Services Page 5 of 25 2. Organizational Background CSG Advisors Incorporated is an independent financial advisory firm highly specialized in housing finance for public agencies. We provide a wide range of financial advisory, program design and real estate finance services to state and local agencies responsible for homing, redevelopirient and community development. History. CSG Advisors was incorporated in 1999 as successor to the financial advisory practice of Caine Gressel Midgley Stater and before that CGMS Incorporated and Gressel Gressel Slater, Gene Slater, the Chairman of CSCY, has been a founding principal of these firms tbroUglIOLIt, beginning in 1978. Type of Organization. CSG is a subchapter S corporation, registered in Delaware. The firm is entirely owned by its employees, Firm's Qualification for the Proposed Services We have served as financial advisor on over 3,,000 I-IOLISirIg financings totaling more than $75 billion throughout the United States., CSG Advisors also assists in the design and implementation Of' public-private real estate transactions, local government programs, asset management and work-outs and negotiation and structuring of lo •-income housing tax credits. • Housing Bond Expertise, CSG is the leading advisor in both the United States and California on I-10LIsing bond issues. Attached are the national rankings from SCCLII-itieS Data. (Appendix 1: Hnancial Advisor Rankings). In our work, we have seen nearly every combination of financing sources and challenges and apply that knowledge to our current tusks. • California Local Experience. CSG has provided financial advice to many California hOLISiIIg agencies including Alameda County, Anaheim, Fresno City and County Housing Authorities, Fontana, Hayward, Los Angeles City, Housing Authority of City of Los Angeles, County of Los Angeles, Oceanside, Ontario, Orange COLUIry, Sacran-lento, San Bernardino County, San Diego, San Francisco, San Jose, Santa Ana and the Housing ALIthority of Santa Clara COUnty. • Registered Municipal Advisor. We are a registered Municipal Advisor with both the Securities Exchange Commission and the Municipal Securities Rulemaking Board, and can thus, serve as independent registered municipal advisor on all bond iSSLICS. • Work for Public Agencies. As an independent firm, we solely represent the interests of the public sector client in each transaction. We do not underwrite bonds, and can independently advise our clients in selecting, working with and evaluating a variety of underwriters. We do not promote or "sell"' particular financial ideas or products, but help otir clients systematically evaltiate the full range of choices available, • National Recognition. We were selected and served as HUD's national financial consultant on housing rehabilitation programs and on complex multi-family bond refrindings, as the Resolution Trust Corporation's national Financial advisor of all tax-exempt assets including 800 multi-family bond issues and as national expeditor to IIIJD on some of its most troubled and complex public housing redevelopment projects. CSG initiated the diSCUSSi0nS With US. Treasury in the depths of the financial crisis and OUtInICd what became Treasury's New,, Issue Bond Prog �rarn which CSC; Advisors Inco-rPorated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Ser-vices Pcige 6 of 25 purchased $15 billion of hotising bonds Born local and state issuers, that assisted 25,000 rental units and 100,000 first-tinge horrieboyers. We StrUCtUred the two largest Low Income blousing; Tax Credit raises in the history of the program, one for modernizing 33 public hoLising projects throughout Puerto Rico and another for 20,000 Units in New York. Two of the. financings we helped design - the housing modernization bond iSSLIC for Puerto Rico and the public infrastructure bond issue for Anaheim in conjunction with Disney's expansion - were named in their respective years the Bondbuyer's National Deal of the Year as the most outstanding municipal bond issue in the country. • Teamwork, Teamwork and cc)Ilab oration bet-ween the financial advisor team and the client's overall finance team is the key to success. We work effectively with all members of the finance team to design collaborative solutions to complex problems. We share skills and techniques to open the "black box" of financing, and emphasize training, education and open communication. • Responsiveness and Expertise for the City. Because we represent many California bond issuers, we have frequent contact and close workings relationships with the staff of CDJAC, CTAC and other state-wide entities. Similarly, we have worked regularly with most of the tax credit investors and syndicators, lenders, credit enhancers, affordable housing law firms, bond counsel, investment banks and other entities active in California. This helps its provide quick, timely responses to all the City's questions. 3. Firm and Personnel Experience .... ....... Firm Experielice We were established as the first firm in the country to bring together and link expertise it) affordable housing, bond financing, real estate, HUD programs, tax credits and related subsidies. As such we have been able to assist agencies throughout the country on all aspects of housing programs, project's and policies. We have served as financial advisor for more than 3,000 multi-family projects, including over. 550 in California. List of Projects. Appendix 2 contains to list of multi-family projects on which we have provided financial analytical and/or advisory services over the past 5 years, Highlights. Following are some highlights of such work. We have divided this into two broad types of services, in accordance with the RFP. • Housing Financial Analytic Services • Advisory Services on blousing Bond Financings a. Housing Financial Analytic Services. This includes a wide range of work depending on the needs of the public agency. Project Analysis. We have worked very effectively with public agencies in analyzing the "affordability gap" for proposed affordable housing developments, i.e., determining the financing deficit solely caused by the addition of affordable units to a development that could otherwise, for analytical purposes, be considered as "marker rate" units (this type of analysis best applies where there are "`market'" CCJLIiValCntS for the development type, e.g., faniily or senior development - in(:] CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 7 of 25 not for developments with tic) programmatic market equivalent e.g,, special needs, etc.). This analysis establishes a ceiling that represents the maximum arriount required to subsidize affordability - preventing the City from subsidizing basic project feasibility (this counters the occasional efforts of developers to use public, agency funds to subsidize all otherwise infeasible project under the guise of SUbbiclizing affordability). The maxiintim subsidy thus is equivalent to the ceiling, less certain expected sources (e.g., low income housing tax credits). We do this work to help public agencies SLICII as the City determine how nILICh to assist a project. The expertise we bring is demonstrated by the even more extensive modeling we have to do for those public agencies (SLIch as housing authorities) who act as their own developer oil 4% and 9% tax credit projects. We assist in the formulation of (and perform analyses of) the development program including affordability, rent structure, proposed financial structure and relevant restrictions; develop and maintain the development pro fort-nas and casliflow analyses; develop the bond and financial structure; solicit, select and negotiate with lenders/credit enhancers; identify and coordinate application for financing sources (including JoNA7 jilConie housing tax credits, tax-exempt bonds, Multifamily Housing Program funds (ill California), AHP, etc.). We also solicit and negotiate with tax credit investors. Agencies for which we have provided these types of set-vices include the New York City Housing Authority, Flousing Authority of the County of Monterey, the I-IOLISing Authority of the City of Oakland, ttie San Francisco Housing Authority, and the HOLISilIg Authority of the City of New Orleans, among others. This type of work enables to us remain fully abreast of market conditions that have a practical impact on project feasibility as well as providing practical knowledge of developer goals and incentives, Example: Santa Monica Civic Center Housing, CSC; assisted the City of Santa Monica in developing a financing plan for the ("'ivic ("Cilter llousing dc"'Cloplile[It's. Understanding the finandal feasibility of' the proJects litdped Santa Monica structure the best possible deal with the third,party developer(s) thar will exectite the projects and to understand the likely amount of subsidy that will be required, the tradeoffs between affordability ind sulAdy levels, and the types of fillancing the developer is likely to need. I)cvclopers need this type of inl:'Orination before responding to an RFQ/RFP it, order to provide snbstantive proposals. In our work we met Nvith Agency staff" to revie-,A, the goals for the project and constraints. We explored issues stich as affordability t,,irvets, rent levels for market and aff')rdablc units, coinineivial space feasibility, construction cost limits ill the tax credit plwMng and timing issues, compethiveness for 9% credit awards, and differences between financings using 9(% tax credits and those using bonds and 4%) tax credits. This work resulted ill a collipl-01.10lisive financial planning r1lodel 14 the Civic Center housing developi lie n- s t- Using this model, we worked widi Agency staff to evalliarc financing Scenarios alld develop al Ibase case" the finallcillg. We then assisted ill the rfficW of proposals and negotiations with the selected developer. Responses to the Foreclosure Crisis. CSG lielped design the Neighborhood Stabilization Program initiatives for the City of Los Angeles, Los Angeles County, Orange County Housing Authority, the City of Phoenix and numerous other communities. Its the example of llhoenLx, we helped tirilize a significant portion of NSP funnels for the City to hell:) acqUire rind rehabilitate large troubled multi-family projects instired by Fl]A, We thus helped the City negotiate the discounted purchase of a 500-unit property with 50% vacancy, rasing NSP flinds for the rehabilitation work. CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 8 of 25 For the last two years we have been assisting San Bernardino County in designing responses to defaulted loans to help assist homeowners and surrounding neighborhoods. We are currently working on a major public-private partnership to purchase such loans directly from FHA, with approval by OMB, so as to be able to provide principal modifications, including from the remaining $1 billion of uncommitted Keel)Your Home California funds. Preservation. CSG Advisors has xorked on a wide range of preservation efforts including the first sale of assisted FHA mortgages to a state housing agency and the first Mo tax,exenipt financings in the country for non-profit acquisition of expiring Use projects. We have assisted numerous public agencies in designing preservation efforts, including the California HOLISing Finance Agency and tile San Francisco Redevelopment Agency. Cur analyses have focused on cvaluating the impact of lost federal subsidies on unit affordability and the most efficient methods to transition the developments to alternate financing structures, maintaining as tnuch affordability as possible, minitilizing the inipact on current tenants, and rninitnizing Agency exposure. No,n,Pr,ofit Housing. We have helped finance more than 200 projects with non-profit owners or non-profit general partners. As a result we understand the special objectives, constraints, tax benefits, IRS concerns and resources of 501(c)(3) corporations, These projects have ranged in size froth 20 to 500 units, Our experience spans more than 25 years. We have assisted governments in working with as wide range of nonprofit housing developers including Eden Housing, BRIDGE', Mid-Peninsula Housing, Spanish Speaking Unity Council, Napa Valley Community Housing, Neighborhood Housing Services of America, Orange County Community Housing, Southern California Housing Development Corporation, I-INK, American Baptist I-Ionics, Franciscan Sisters, Mercy Housing, Dominican Sisters,Jewish Home for the Aged in Seattle and in Orange Count),, Florence Crittenden Flonle. Housing Program Evaluation, Improvement and Design, CSG is unique among financial advisors in our extensive programmatic orientation. We have been national leaders in designing such programs and strategies as first time honiebuyer assistance programs, strategies for redeveloping public housing with and without HOPE VI funds, programs for recovery from natural disasters (includi=ng the Northridge earthquake), economic development financing strategies, and programs to finance development of housing for Specific POINIlations such as the disabled or students. Fxaniptes of this work include: Served as HUD's national consultant for revising its housing rehabilitation loan program and for providing model financing and administrative systems for local programs nationwide. Designed CDBG programs for local governments, including design and implementation of multifamily rehabilitation programs for Sail Francisco, Los Angeles County, Anaheim, Phoenix, Pittsburgh, Chicago, and Wichita, Designed HOME programs and use of I[OME ftinds for specific multifamily projects for San Francisco, Contra Costa, Napa, Santa Cruz, and San Mateo Counties. Developed site acquisition programs for San Francisco, Los Angeles and the District of Colt m1bia, Designed the City of Los Angeles' successful effort to use over $300 million of special federal assistance for earthquake repairs. Developed underwriting guidelines and policies for a variety of lenders, including the Washington State Department of Community, Trade and Economic Development, the $50 CSG Advisors Incorporated Jailtiory 28, 20115 Proposal: Howing FirianciaJ Analytical and Advisory Services Page 9 of 25 million City of Industry Funds administered by the Comity of Los Angeles and for the Long Beach Housing Development Department. New hotising trust funds for San Francisco, Denver, Seattle, Los Angeles and Sacramento, Example: Phoenix Best Practices Study. CS(i iindertook ant extensive study of tff0rd,,kII(, pert sing best practices for the City of Phoenix. Our •lielti, the l IOLIIJU&I 0cpartinew of the City of Phoenix, is uIllistr'd in coinhining Inally finctions under one roof that are handled by separate agencies elsewhere. The Departnient adridiiist-cred federal housing funds (I iow, ( "mic; and I IOPWA), general obligation bon(J proceeds, ptiblic 11ollsing funds, and otlier fillioling solit-ces. In addition to I)i1blic housing, it owns and opt.-rates rental housing knidcd froni Cit)� SoUrces, makes loans and grants to developers, and adillinisters first kn,le bore-tebtryer programs. The Department soti�lht IIIC study in order to kelp it respond to chilnges in both the Phoenix honsing inarket (nkpiofly appreciating in die past several years) and the federal INIHiC 110USing prograins. (,"SG dre", lipoll its experience With IIOLISillg agCMj(S a(TOSS the: COLIFItt-Y to analyze the Department's prcigranis and operations and reconiaiend lie", financ,ing strategies for its homeownership prograltis, rental llowsjng progr'lln's (including Public housing) and general departmental operations. Some reconimendarions f0ctised oil how existing resources could be restnictitred to provide as greater inipact (for exami)[c, by illw1enienthw 40 year first tinic 110RICIAlye.r mortgages, using i R)Mf," funds to write down interest rates for first time holnebUycrs, and estal..)Iishitig consistent affordability staiahirds as ;i coll(hdorl of, receiving p1lific fmids). 0111er recolillikendmions elllpflasized securing new resources for the Department (e.g, incorporating 4% tax credits into its lic"A, affordable rental housing development, earning developillcill fees can j)UI,)IiC, 1_10USill�y T•CdCVcIoprneiit, and making (fill ClCllt Use Of J-RlbliClya oWIWd land for affordable housing) A key element of (_SG's reconimenchitions was to establish a set of"ohjectives or criteria that HIC City COUld use to jUdgC nON✓ illithil-i'veS, ;Ind to require that initiatives collrrilmte to achieving all four of those objectives�, provide long-terin affordability, crcwc, well-designed, mixed income neighborhoods; increase the Depart men i's Ci mi i icia I and development capacity; and create effective. partnerships. Foltowing, the study Nve have helped irnplernent 11LIMUOUS components of the work. b. Advisory Services for Multi-Family Bond Transactions Overall Level of Experience, CSG has been the leading advisor both in California and nationally on private activity inulti,family housing bonds. Total Private Activity Multi-Family'Housing Transactions Ntimber of transaction,,; 505 1383 Dollar ariloLint $7,2 billion 203 billion C8G Advisors i ncm �� �mo January Z8, 2O15 /fopou/. Housing Financial Analytical and Advisory Services Page 10 o/35 Transactions In Lust 5 l'eu,s, To show our aouna| |cvc| of activity in this area, following are transactions by individual year since lxumary l, 2018. Multi-Fmnmik/ Bond Transactions 6yYear: biot5Years 2010 18 240 39 2011 12 197 3 746 012 19 287 35 68 2013 20 258 38 1,180 2014 27 557 66 1,943 Total 96 $1.5 biltion 214 $5.4 billion Our knowledge and understanding of'current trends and details ufnuubi-famui\y bonds inC'nliforoioand nationally enables to be czmcuoclv effective in handling the widest range of types and sizes of projects, forms of credit enhancerrient, different reSOUrces and subsidies that Santa Ana inight deat with. Achiememmnmx. We have: ' Prepared roo|tifiami|ybood policies and criteria for [)ruugc County, Los Angeles Cpuoty, and the cities of Anaheim, Hayward, Los Angeles, Sail Diego, Sall Francisco and many others. ' Designed nurinuul|v iuuuva/irc multifamily approaches, including the first local loans-to lenders 6006 ioxnro` the first Federal Home Loan Bank Xccbc of credit-backed issues, the local taxable multifamily bonds, and tax-exempt bonds for 8[JDcxyiriuA use projects. ^ Developed and implemented strategies f the rrJcmcXoproeur of public 11uuoing aeiug }l[)PE VI, Capital Fund financings and low iocmrnc housing tax credits, CSG has developed deec pcv&rucos by working on 67 mixed-Guancu 6cvrioAnueucu across the country for more than 20 major housing uo\boziLics, including the California housing authorities of Los Angeles, [}m6luuJ, Richmond, and Soo Francisco. - [>cvJmpeJ nationally innovative very low-cost standardized private plxcuoucu| programs, including Washington State's Small Tax-Gxenupt Placement Program (ST£P). - Have advised on over 300 projects involving FBA mortgage insurance and as m rcoolr of this expertise served as HUD's oaciuuol monaudmnt for complex ruuLti-family refunding requests to 6ctcruoioc their impact on F}lA, ~ Helped atFuctorc over 100 FHA and Fannie Mae-backed issues and have worked on bank placements or letters of credit with all the major banks active in California, ' Structured over 200 multifamily vociob1c rate den000J bond inmns, many with iotr,cm m\c hedges and swaps. - Served as the Resolution Trust Corporation's national financial advisor for all tax-oxcuuptaascrn 6rnm savings and Loons' including over 800 nuulti'6amuilv bond |ouoeo, and dcaigocJ 8TCo national bridge financing program for the sale of affordable hOLISing projects to non-profits and 1.)LIbliC. agencies, CSG Advisors Incorporated Ja?ivary 28, 2015 Proposal: Housing Financial Analytical ard Advisory Services Page I I of 25 Example: City of San Francisco Hunters View. 1�edeveloj7 iew of the I bolters View public hor4siqy, olle of the first of the City's HOPE SF put4ic housing redevelopiacnt I-)wject, was fiired with sigtiijicaw financial challetigcs, indudhng potential s(MMIS, Of funding I)ased on ushig the City's annaol [10PE SF pledge. On hella1f of the Mayor's Office Of Housing, we analy�,ec) the optio7is and f'easd)i1ity for structuring City flmd fio), dw multiple phases cat the project including bridge fhlarlchlg uecls, ultimate take-out soafces, use of cel-tificotes of participation by the City wid County and idtirnate lesom-ces for such repayment, use of tax iiacreoiew and security for speciol State infrastructure. grant. We then served as fbumcicd aclvisor on the first phase of Vluiner% View 1)oluls. Placements with Major Banks. In the last 5 years, we have helped structure more than 50 private placerrients with major banks, including Wells, Citi, LIS Bank, BofA and rriany others. These are typically designed on a drawc1mvi7 basis to avoid any negative arbitrage. Short-Term Tax-Exempt Bonds Taken Out by GNMA Securities or Freddie Mac. We have assisted numerous issuers in designing and implementing short-term tax-exerapt bonds that (a) quality for 4% Low Income 110LISing Tax Credits, (b) utilize very low-cost cash-collateralized tax-exempt constrowtion financing Q minimize negative arbitrage and (d) provide perniarient financing through the GNMA market or Freddie Mac at long-term rates well below 4% in past months. A key concern we. have assisted issuers with is designing its compensation structure so that it receives a reasonable total return on the transaction despite the short period of tinie in which the bonds are outstanding. Understanding of 4% Tax Credits. Since access to tax credits is the main reason developers use multi-family bonds in the first place, our knowledge of such credits - the arriotint of bonds needed to meet the 50% rest, how long bonds need to be outstanding, how they are used in acquisition- rehabilitation and new construction, bow bridge debt is arranged - enables LIS to work very knowledgeably and efficiently for CSCDA. As an example of our experience, we structured the three largest tax credit raises in the history of the program: $35 million for San Francisco's North Beach, $210 million for modernizing 33 public housing projects in Puerto Rico, and $230 million for 21,000 units in Ne-,v York City. Bonds for Preservation Projects. We have sen7ed as financial advisor on more than 100 preservation projects irlClUcling a portfolio of ten projects for the San Francisco Redevelopment Agency, the City of Los Angeles, and the San Diego Housing Commission. These projects included expiring Section•236 mortgages where the developer desired to continue the interest reduction payments (IRP) under either 236(b) (where the 236 note remains outstanding and is held by as public agency) or 236(e) (where note is paid off and de-coupled froin the IRP). These financings also included bonds secured by tax-credits, interest reduction payments GRP) and, in the San Francisco transactions, bonds secured by Section-8 rents above tax-credit rents. CSGY also served as financial advisor on CHFA's purchase of C'alif'ornia's Section-236 portfolio from Fannie Mae. Refundings. We have completed multifamily bond refundings on more than 200 InUltifamily projects. California clients include Orange, Los Angeles, and Alameda Counties and the cities of Los Angeles, Fremont, Livermore, Santa Rosa, Analiefin, Vallejo, the San Diego Housing Con-111-lission and the Santa Cruz County Housing Authority. On behalf of these clients, we have helped establish and itriplernent clear refunding guidelines, procedures for analyzing default refunding requests and new regulatory policies. For example, Orange County has successfully obtained conversion of half of the units rented to persons below 801/0 of median CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 12 qf 25 to be lirnired to persons below 50% of median on projects totaling more than 600 units. We have also helped design pooled multifarnily refunding programs for groups of "allall and rnediurn sized diverse housirig projects in Washington State,Alarneda County and the City of Los Angeles. Personnel Team. CSUs team will be led by Gene Slater together with and assisted by John Hamilton, Principal, and Scott Smith, Principal. The work will be conducted out of our San Francisco office. A key strength of our firm for our clients such as Santa Ana is the depth of senior personnel assigned. Gene, John and Scott each have more than 1.5 years experience working on development financing for public agencies. Fach has worked cxrensivcty on multi-family projects and both Gene and Scott have worked on numerous transactions for Santa Ana, This team approach assures: * full coverage for the City at all times ITorn knowledgeable senior professionak as back-up and inaddition to the Project Manager / Principal Agent in order to provide timely, substantive •espollse to any questions Or issues,. * in-depth, complementary expertise on all aspects of housing finance. because we have specialized it) housing finance for inany years, the individuals assembled bring extensive knowledge of each facet involved: housing bonds, pro forma feasibility, terns of city assistance, development planning, program design, tax credits, work with CDLAC, real estate iSSLICS, City funding, etc, Organization Chart Project Manager Principal Agent Gene Slater Chairman Support and Sul)I)ort and Specialized Assistance Specialized Assistance .............. , ---- Scott Smith John Hamilton Principal Principal Project Manager/Principal Agent: Gene Slater. Gene is Chairman Of CSG Advisors and has advised the City since 1985. His contact information is as follows: Gene Slater, Chairman C'SG Advisors I Post Street, Suite 2130 San Francisco, CA 94404 Phone: (415) 956-2454 l0solsxom CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 13 of 25 Gene Slater is the chairman of CSG Advisors and co-founded the firth and its predecessors beginning in 1978. He has more than 30 years of national and California experience in municipal finance, structuring transactions and real estate projects, and assisting public agencies in major negotiations. He has served as financial advisor on more than $10 billion of housing bond financings and is a national leader on public-private financings for public agencies. As examples of his past experience, Gene: • Initiated and designed with U.S. Treasury in 2009 what became Treasury's: $15.1 billion New Issue Bond Program for state and local housing finance agency bonds which has financed mortgages for 100,000 first-time buyers and 24,000 rental units; and $6.2 billion Temporary Credit and Liquidity Program Served as HUD Central's national consultant on complex FHA multi-family bond refunding requests, • Is currently assisting San Bernardino County in negotiations with FHA, State of California and major banks on a nationally innovative effort to help homeowners with defaulted mortgages, and to assure that properties where the homeowner cannot remain are re-sold to owner-occupants to help strengthen not weaken neighborhood stability. • Led the firm's effort as the national financial advisor to the Resolution Trust Corporation on all its tax-exempt related assets, including more than 800 bond issues from savings and loans throughout the United States, and structured the RTC's national bridge financing program for disposing of assets to local and state governments and non- profits. • Structured and helped conduct the City of Anaheim's many years of successful negotiations with The Walt Disney Company for over$1.5 billion of public and private investment in a second theme park, expansion of the convention center and public infrastructure, and more recently on hotel negotiations and redevelopment of Resort Area in conjunction,with ARC transit line. • Served as financial advisor to San Francisco and the San Diego Housing Commission since 1980, Los Angeles County since 1983, Alameda County, Anaheim, Hayward and Santa Ana since 1985, Orange County since 1987 including before and after the bankruptcy, and the City of Los Angeles since 1990. • Helped design the City of Los Angeles' successful program to use $300 million of special Federal CDBG funds to repair 15,000 units damaged by the Northridge Earthquake, e Helped develop and implement the City and County of Sari Francisco's longterm affordable housing plan including use of City-owned sites, non-profit purchase of Tenderloin hotels and shared appreciation homeownership; structured more than 40 financings; helped design and implement $100 million in 4 series of Proposition A general obligation bond issues for affordability; chaired the task force of real estate, advocacy, community groups that helped lead to inclusionary zoning; and negotiated affordability covenants for Mission Bay. • Helped design and implement public housing modernization for the Government of Puerto Rico, including financing more than $500 million of rehabilitation and raising Low Income Housing Tax Credit proceeds of more than$235 million. Gene received a Master of City Planning from M.LT., a B.A. summa cum laude in government from Columbia University, and received a traveling fellowship to the London School of Economics. He received a mid-career Loeb Fellowship from Harvard University where he studied capital finance at the Harvard Business School and created and taught the first joint Harvard - M.I.T. seminars on public, private partnerships. CSG Advisors bicorpoyated Jan tart' 28, 2015 Proposal: Housing, Fbiaricial Analytical and.Advisory Services Page 14 of 2.5 Other Key Personnel: Scott Smith. Mn Smith joined CSC in June 1998, Since coming to CSGY, Mr. Smith has assisted in the structuring of over $1 billion in public agency issued bonds primarily related to hoLlSing, redevelopment, lease- revenue and land-sMurecl financings, Among the California public agencies lie has assisted with 110LISing issuances and project evaluations include Anaheim, Colton, Fontana, Hayward, Oceanside, Ontario, San Bernardino County, San Francisco, San Jose, Santa Ana and Vacaville. He has been lead advisor on a wide range of bond issues, evaluated and negotiated city assistance for housing and other development projects, estimated debt capacity (including longer-term borrowing projections), evaluated taxable and tax-exempt borrowings, and worked on financing and development programs for large-scale development areas, especially in Southern California. For the City and County of San Francisco, he assisted with the issuance of four series of voter-approved general obligation bonds, for affordable housing totaling $100 million, Scott assisted the County of San Bernardino, City of Oceanside and District of Columbia with cleveloper selection and negotiation for affordable housing. He has completed major InUltifarnily fill all ci ngS for Santa Ana, Anaheim and Hayward. For Hayward, he assisted with a highly complex major transit-oriented affordable development which included State finicling in the arnOLInt of$16 million. Scott's role included vetting the financial and development capabilities of a new market rare developer co-developing the site with a non-profit affordable developer (who was purchasing the market-rare site after the affordable housing closing), and negotiating a $1 million back-stop loan f r the affordable developer related to uncertain site remediation costs. For the District of Columbia, lie assisted in evaluating debt capacity and structuring bonds for the District's Housing Production Trust Fund and evaluating developer proposals for public financing of a major waterfront development that included several high-rise residential components including affordable hOLIsing, and market-rate for sale and rental housing. Scott holds a Bachelor of Science in Business Administration from Pepperdine University, Malibu, and a Master's of Public Policy from the University of California, Berkeley. He is Chair of Satellite Affordable Housing Associates, Inc,, a non-profit housing development and management corporation based in Berkeley which is owner/manager of approximately 3,000 affordable housing units in and around the Bay Area. Other Key Personnel: John Hamilton John Hamilton joined C'SG3 in 1994. He brings comprehensive knowledge of tax-exempt bond financing for multifarnily and single family homing, low,inconic housing tax credits (both 4% and 9%), and real estate underwriting. In the last five years lie has served as financial advisor or) transactions totaling over $524 million. Mr. Hamilton not only assists his issuers in structuring and issuing individual financings, but also in analyzing the intersections between real estate underwriting and transaction structuring. These financings have included public, negotiated sales and private placenicrits; credit enhanced and non-credit enhanced; security types including direcr-pay and standby letters of credit, bond insurance, mortgage-backed securities, whole,loan; real-estate backed and HUD capital funds. Mr. Hamilton has an in-depth knowledge of a wide array of financing vehicles, structures, and credit enhancements for housing - including credit structures such as FHA/GNMA, FNMA, direct-pay and credit; rated mid unrated bonds; public sales and private placements; derivative hedges stand-by letters of such as swaps, forward rate locks, collars and floors. This experience allows him to assist issuers not only CSG Advisors hicorporated January 28, 2015 Proposal: Housing Financial Analytical wid Advisory Services Page 15 of 25 in StRICRII-ing financings based oil established structures bLIt also it) evaluating newly proposed structures and vehicles. He has provided numerous services to issuers, including structuring affordable housing developments to USC 1A)"A' Inconle Housing Tax Credit (LIHTC) syndication proceeds (both 4% and 9%); developing bond issuance policies, performing default refunding analysis; providing advisory services on 18 single and more than 115 multifamily tax-exempt bond issues for a total par value of over $356 million and $1.37 billion, respectively; evaluation of potential acquisition and rehabilitation projects; feasibi[ity analyses for public agency subordinate loans and workouts; eVaILI-afion of expiring Section-8 projects, and structuring over $100 million of HOPE' VI financings. Major clients include the City of Los Angeles, the City and County of San Francisco, the City of 0- akland, and the San Diego I lousing Corrlmission. Mr. Hamilton holds a Masters in City Planning from the University of California, Berkeley and Bachelor of Arts and Bachelor of Music degrees from Oberlin College. 4. Scope of Services Multi,Family Bond Financings Financial Advisor. We represent the issuer on bond transactions. Our work on MIlltifamily bond issues would generally include: • identify major iSSLICS and concerns; • create and coordinate the financing schedule, particularly to assure tfinely iSSLIance of bonds within issuer approval constraints and applicable allocation expiration dates; • coordinate selection of members of the finance team such as trustees and underwriters, including drafting and distribution of solicitations and analysis of responses; • evnIuate the proposed bond structure and credit enhancement (including analyzing and proposing alternative structures to nii.nirnize interest cost and maximize proceeds); • review documents to ensure that issuer policies are fully inlplenlented; • review the preliminary and final offering statement; • assisting in bond pricing (including analyzing market conditions and negotiating with the underwriters on the rate for each maturity), • assist with obtaining investment agreements, and • assist at bond closing, including preparation of a closing/flow of funds memorandum, good, cost/bad-cost analyses (as may be rCCILIested by counsel), etc. As a registered Municipal Advisor Under SEC and MSRB rules, we provide independent advice to the public agency issuer on transactions and in independently reviewing proposals fi-oni bond unclem T I-itcrs. Additional Assistance on Private Placement Transactions, We also provide all expanded range of sciwices, depending upon the transaction. For instance, for private placements - which have become increasingly common, particularly in California - we manage all aspects of the transaction in lieu of an miderwriter and also retain our financial advisory functions on behalf of the issuer. Where the issuer is also a subordinate lender, we review the subordinate loan documents in concert With the bond documents to ensure the relevant provisions Of the SUbordinatc loan, e.g., transfer restrictions, default and remedies, indemnifications, affordability restrictions, etc. are not vitiated by the terms of the bond documents (and are aMiratcly reflected therein), which may be lender- (or credit enhancer) driven and CSG Advisors hicorporated Jaimary 28, 2015 Proposal: Housing Fina ndat Aiialyticai and Advisory Services Page 16 of 25 not in the particular interest of the issuer (its subordinate lender), Issuer Protection on Unrated Bonds, With the compression of yield spreads bemeen highly rated and unrated debt, borrowers often suggest that the public agency issue unrated bonds to multiple buyers. We have helped many agencies establish policies to prohibit or highly constrain such bond issues. t"Xalliples of the protections we have helped build include: no more than one bond owner, sophisticated investor letter from the original purchaser and any subsequent purchaser, and - perhaps most innovative - a provision that the issuer (-,,in never be in clofatilt on the bonds; rather the bondholder can catise the bonds to be redeemed by having the trustee siinply assign all assets to the bondholder. We have helped negotiate these protections in issues sold to Bank of America, Citigroup, GE Capital, a Merrill Lynch bond ftmd, US, Bank, Wells Fargo and other major purchasers. Outstanding Bond Issues, Mfflly Underwriters and financial advisors foctis primarily on issuance of JIM bonds;, In contrast, CS(3 recognizes the importance of ongoing management, We are available for follow-tip work with public agency staff and bond trustees to better unclerstand and manage outstanding debt, and to assure compliance with indenture / loan agree bent / and other provisions. We do not charge separately for this work unless there are major changes to the transaction (like the potential need for a work-out or to deal with amendments to outstanding bonds). In addition, CSG has helped more than a dozen issuers to: 0 Address remaining regulatory restrictions and fee payinents due to the City when the borrower may want to prepay the outstanding bonds, for Orange County, Hayward, Anaheim and many other issuers, 0 Avoid potential bond clefaUttl, for Denver, Oklahoma, Pasadena and Phoenix, a Review potential opportunities to refund old bonds at lower rates, with a renewed regkdatory, period on behalf of the City, 0 Sell whole loans and securities for clients irlChiding Los Angeles County, Orange County, Washington State, and the University of California, 0 Evaluate residual assets from prior bond issues that cat) be released to the issuer, irlChicling for the SOLIthel-11 California Home Finance Authority, Cjity of Los Angeles, County of Los Angeles, Orange County, Contra Costa County, Sacramento County, and City of San Francisco. Housing Financial Analytic Services Otir airs in this work is to provide the level of assistance rccluested by our individual client, to help ,assure the inost effective arse of staff as well As to be cost-effective for the client's given needs. Our aim is to provide whatever support and training will best help the client. Exaniptes of this approach inclocle: Sharing the skills and strategies with the client's staff as the work proceeds. For example, we played a major role in drafting RFP's for developers and tax credit investors in the, early years of our involvement with the San Francisco Housing Authority on its HOPE* V] projects, We have done similar work more recently for the housing authorities of the Comity of Monterey and Santa Clara, with the staff of the those agencies taking on greater roles and responsibilities as their skills grew with each transaction. Providing foTrnal training on bonds, tax Credits and affordable housing finance We have done this for ritunei-OUS public agencies, including the San Francisco Mayor's Office of CSC Advisors Incorporated January 28, 2015 Proposal: Housing Financial Analytical and Advisory Services Page 17 of 25 HOLISing, the Los Angeles Homing Department, and the HOLIsing Authority of the City of Los Angeles, San Diego Housing (-.,on-imission, Los Angeles County and many others. Our aim in our work is to open the "black box" of financing, to help enable staff to fully understand all the choices they have and to increase capacity over tune.. 5. Relevant Experience Appendix A includes a list of projects for which we have provided financial analytical and/or advisory services within the last 5 years. We have also highlighted projects for each of the clients in the Reference section 6. References Assignment: Housing Financial Advisor Name of Client- City of Anaheim Year Last Worked: Current Client Website (if any); lit Contact Name(s)/Title(s) John Woodhead, Director of Community Developtilent Contact Phone Nunkber(s), 714-765.4.301 Contact Email(s): j\A'0-0dh'('M1W)fl]lit llehil.1101' Brief Description of Work: We have worked for Anaheim since 1984 on all of its housing efforts, including 37 multi,farnily bond issues, the renovation of the Chevy Chase neighborhood and a wide range of rehabilitation and other programs, We also led the financial negotiations with The Walt Disney Company leading to the expansion of"Dislicyland and $1.5 billion of public.and private capital investment, Projects Since Janum- y 2010: Village Center Apartments ($15,000,000):, Paseo Village Apartments ($19,750,000), The Crossings at Chen-y Oi-cliard Apartments ($12,355,000), Anton Monaco Apartments ($35,460,000), analysis of options for Resort Area, helped design tollYiSnt iMPTOITMent special district, analysis and negotiations on hotel for expansion of Convention Center, design of alternative approach and of financing for Convention Center Plaza ($20,000,000), negotiations strategy for Angels Stadium. Assignment, Multifamily Financial Advisor Name of Client: City of Hayward Year Last Worked. Current Client Website (if any): Contact Narrte(s)/Titfe(s) Ornar Cortez, Housing Department Specialist Contact Plione Number(s): 510,583-4246 Contact Ernail(s); OaM 1"XOHOZOC hayw�i rd-ca,gov Brief Description of Work: As financial advisor since 1984, we have completed IS InUlti-family bond transaction,,, have evaluated and helped negotiate public agency investirienrs it) many major projects and worked on redevelopment and transit-oriented developments by both BAI�T stations, Protects Since January 2010: South Ha- -d BART Family and Senior Housing ($32,000,000), Flaywayd Senior ywai Housing Phase 11 ($5,281,574), MaJestic Apartments loan payoff, negotiations on market-rate development and on $16 million State infrastructure grant, analysis of housing set,asiele funds post-redevelopment. CSG Advisors Incorporated January 28, 2015 Proposal: Housing Financiol Analytical and Advisory Services Page 18 of 25 Assignment: Housing Financial Advisor Name of Client: City of Los Angeles Year Last Worked: Current Client Website (if any): Contact Names)/Tide(s) Yaneli Ruiz, Bond Unit Supervisor Helmi Hisserich,Assistant General Manager Contact Phone Number(s): Ms. Ruiz: 213-8088951 Ms. Hisserich: 213-808-8662 Contact Email(s)- Ms. Ruiz: Ms. Hisserich: Brief Description of Work: We have worked for LAHD since 1990, serving as financial advisor on 149 housing bond transactions; program design, including mortgage credit certificates, Housing Trust Fund, City's homeownership strategy; asset inanageinent; re-Use of Cit)-owned sites for affordable housing; design of major efforts 1-.)ost-Northridge Earthquake including $300 million for rehabilitation of damaged properties; work-outs Of troubled projects; on-going,services on outstanding bond issues(e.g.,rating downgrades, etc,). Projects Since January 2010; Park. Plaza Apartnients ($8,052,000), Laurel Village Apamnerits ($13,183,440), Boca Vista Apartments ($22,000,000), Moonlight Villas Apartinents ($7,000,000):, Hazeltine & Wyandotte Apartinents ($10,381,000), Holtytvoodland Apartments ($9,100,000), 13,roadway Villas Senior Apartments ($7,479,629), Silverlake Village Apartments ($12,100,000), Vistas Senior Apailments ($10,700,000), West Valley Towers Senior Apartments ($10,920,000), Hterbor Village Apartments ($57,125,000), Orangeivood CowtApartrnons ($9,100,00(0), Coral Wood Court Apartments ($13,000,0(00), Banning Villa Senior Apartments ($10,100,000), Freeman Villa Senior Apartments ($4,750,000), Eagle Vista Apartinents ($10,000,000), Hamlin Apartment Project ($3,850,000), Taylor Yard Apartryients ($11,000,000), Parcel M Grand Avenue Apartments ($102,805,000), Seven PaIrn Apartments ($7,500,000), Oakridge Family Homes ($6,617,000), Fickett Tower Apartments ($15,500,000), Vista Angelina Family Apartments ($12,300,000), Linda Vista Senior Apartments ($4,718,850), Vineland Aventie Senior Villas ($19,524,065), Chinatown Metro ($23,000,000), Dunbar Village Apartments ($15,025,000), Figueroa Senior Housing ($5,600,000), La Coruna Senior Apartments ($14,000,000), Canby Woods Senior Housing ($13,000,000), Del Rey Senior Housing ($18,000,000), Menlo Family Housing ($13,500,000), NoHo Senior Villas ($9,600,000), 5555 Hollywood ($21,750,000), Vendome Polris ($6,260,000), Dana Strand Senior Apartments ($12,775,000), Tobernian Village ($10,000,00(3), Swansea Park Senior Apartments ($11,426,000), MacArthur Park Metro Apartments ($18,300,000), 36"and Broadway Aparnnents ($3,016,164), Assignment: Housing Financial Advisor Name of Client: City of San Francisco Mayor's Office of Housing Year Last Worked- Current Client Website (if any). Contact Name(s)/Title(s) Joan NcNarnara, Senior Project Manager Contact Phone Number(s)- 415.701-5532: Contact Email(s). J oa n.ttac na ualraOasl,gm.oro Brief Description of WoA: We have worked for the Mayor's Office of Housing since 1980; structured 55 bond issues; helped design the City's affordability plan and numerous programs including the site acquisition program for iron-profits, shared-appreciation mortgages for homebuyers, Mortgage Credit Certificates, purchasc of Tenderloin hotels for non-profit housing, prograins; helped structure the affordability requirements for Mission Bay as well as the infrastructure: financing strategy; acquisition and financing of more than a dozen preservation projects; year 15 conversions for tax credit projects; HOPE SF inw,stinents and strategy. CSG Advisors Incorporated January 28, 2015 Proposal.- Housing Financial Analytical and Advisory Services Page 19 of 25 Projects Since January 2010: Trans ba y/B lock 6 ($15,000,000), Bayview Senior Housing ($28,500,000), 1100 Ocean Avenue Apartments ($19,500,000), 1180 Fourth Street ($42,000,000), Hunters View Project ($41,000,,000), analysis of HOPE SF financing overall and for all phases of Hunters View, review of Potrero Hill HOPE SF development, Lennar negotiations and letter of credit for redevelopment of Alice Griffith i Homes. Assignment; Housing Financial AdN,isor Name of Client. San Diego Housing Commission Year Last Worked: Current Client Website (if any): hrI`P://A......S d I I C M. Contact Name(s)/Title(s) Ann Kerr),Vice President-Real Estate& Prograin Development Contact Phone Number(s): 619-578-7582 Contact Email(s): an i ik(IlIsIdlic,org Brief Description of Work: We have worked for the Commission since 1980, including 22 housing bond financings. We helped redesign the Commissions housing rehabilitation programs, its initial homeownership financing efforts, presen7ation-relared programs,and its recent overall Commission strategy. Projects Since January 2010: V' and Broadway APartments ($21,600,000), Sorrento Tower Apartments ($14,500,000), helped prepare ffie in-dep6i `'Strategic Plait 2014-2016" (available at ... ................... ... .........S.......I...I..I...c..-., g/ I R14003Strt i ..... CSG Advisors hicoi-porated Jamtar-y 28, 2015 Proposal: Housing FiTimicial Analytical,and Advisory Services Page 20 of 25 7. Fee Schedule .. Housing Analytic Services The work on these seiwices would be on an hourly basis, paid monthly. For projects where more than 12 11OUrs would be required, we would provide in writing ,I not-to-exceed hinit to the City for the specific work or phase of work involved. I lourly rates for CSG personnel are ,is follows. These rates include additional amounts as reqUested by the City to cover direct and indirect costs, Title CSG Personnel Hourly Rate Chairman Gene Slater $320 Principal Scott Smith,John Hantilton $275 Senior Associate As needed $150 These rates are applicable to 2015 and are adjusted upward by 4% at the beginning of each year, conimencingJantiary 1, 2016. We have included in these rates as requested all costs for office overhead, including phones, cellular phones, vehicles, mileage and other direct and indirect costs and have assurned ,,is on prior analytical services for the City that services and discussions for such reviews will be conducted by 1-,)bone and email, Layering Analysis for an Affordable Multi-Family Project. Frorri okir experience working with the City, skich review would typically be coniplered in 3 to 4 weeks depending on availability of borrower information and the cost would not exceed $7,500, Multi-Family Bond Issuance Work as financial advisor on multi-fiamily bond issues is contingent upon bond sale and is paid froin funds deposited by the borrower "Ind/or bond proceeds. The fee schedule for such transactions is: Publicly sold negotiated series $26,000 phis 1/10 of 1% above $5 million, of bonds: not to exceed $36,000 Private placement: For the additional services involved, the fee would be $15,000 higher. to 'n CJ 81 rya v w a w N N m N co N N m m �r c, v m' 0 ca rn An cn m nrr N ¢a o r =r ap eo � rea r r cd r m W N w 0 R m •5 r h N 0 0 0 N O W N o m m N f7 �- c0 rD .a N UJ CG m m (f N N o. Cd Ca O p c? C7 .-- O N 4Y « m 'o rc} u7 SD q N h w O m ra r v a er u7 o f m o 'T U1 0 m N �,. 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LL p. c c c = n r a = _ ❑ ❑ r a'r > a?i v 'a pop� c c c c c c ¢ a a m ¢ a' tea to ¢ ❑ a ❑ ❑ ❑ 0 pyj �l N .N N LL LL LL Lp bA �0 v by tp 'N UI C C C br0 bA ❑ ° O O ❑ h0 U°0 110 C ❑ '� ❑ AN @ m C G ] J c c . .N Wl 2 2 S M C NN 4 a NVl a O V1 O O p p 3 .5-) .N J J J O O o E E E E Jo 0 o 0 0 0 , ° o S U 'ul J 7 S S 0 0 .c m m '- ° o o � � c a m v v cm m ° v U v J E E a ' Yi � pn EO bn ou E E E E o oa ap a o ° o o c 11p to °� y �_ a a ¢ a r } r r r a a o o io 0 o a3i ai n3i m ni ° p tf� U7 (f1 J J cL ❑ ❑ J ° „J J J J N J J 2 Z Z Z Z IL a J CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES PROPOSERS STATEMENT and PROPOSAL FEE SCHEDULE EXHIBIT B Certification ® I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. CSG Advisors Incorporated ----.--------P: (415) 956-2454/ F: (415) 956-2875 LEGAL NAME OF COMPANY PHONE AND FAX NUMBER 1. Post Street,Suite 2130*,San Francisco, CA 94104 BUSINESS ADDRESS Gene Slater Chairman PFIINTIDr VAME OFAI )T,l 15 TITLE 'P'RIZ D AGENT January 28,2015 gs j,pter@c-9 gpcivisors.com —SIGNATURE OF AUTHORIZED, AGENT DATE E-MAIL ADDRt—SS ----'— 58-2419370 N/A EDERAL ID NO. (IF APPLICABLE—) ----6-0NTRACTOR LICENSE NO. (IF APPLICABLE) *effective February 16,201.5 oursuite number will be 575 City of Santa Ana Community Development Agency Request for Qualifications- Housing Financial Analytical and Advisory Services Page 11 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOSIL POLICIES Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following; 1. The City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are names as additional insured(s) ("additional insured(s)" with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of additional insured(s). 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person of organization as an insured shall not affect any right which such person or organization wound have as a claimant If not so included. 4. With respect to the additional insured(s), this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M-25, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as part of Policy# Issued to Name Insured Countersigned by: Authorized Representative City of Santa Ana Community Development Agency Request for Qualifications-Housing Financial Analytical and Advisory Services Page 12 EXHIBIT D CITY OF SANTA ANA COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALIFICATIONS FOR HOUSING FINANCIAL ANALYTICAL AND ADVISORY SERVICES THIS SHEET MUST BE COMPLETED IN FULL AND RETURNED WITH OFFEROR'S PROPOSAL 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 gages if regui ed for additional references. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. I Customer Name: City of'Ai iah eirn Contract Individual: John Woodhead Address: 201 S. Anaheim Blvd., Ste. 1003 Phone Number: (7 14) 765.4301 Anaheim, CA 92805 Facsimile Number: (71.4) 765-4630 .......... Contract Amount: Year: Since 1984 Z 2014-2015 Description of supplies, equipment, or services provided: We have worked for Anaheim since 1984 on all of its housing efforts, including—inulti-family pond issues, the renovation of the Chevy Chase neighborhood and a wide range of rehabilitation and other programs. We also led the financial negotiations with The Walt I)isney Company leading to the expansion of F)isneyland and $1.5 billion of public.and private capital investment. Reference No. 2 Customer Name: City of I'layward Contract Individual: Ornar Cortez Address: 777 B Street Phone Number: (510)583-4246 Hayward, CA 94541 Facsimile Number: (510)583.3650 Contract Amount: $80,000 Year: Since1984/2012-2016 Description of supplies, equipment, or services provided: As financial advisor since 1984,we have coinpleted 11101ti-family bond transactions, have eValUated and helped negotiate pUblic agency investments in many major project;ects arid worked on redevelopment and transit-oriented developments by both BART stations, ------------ City of Santa Ana Community Development Agency Request for Qualifications- Housing Financial Analytical and Advisory Services Page 13 Reference No. 3 Customer Name: City nf Los Angeles Contract Individual: YaocUKmiz Address: 12QOW. ?"'Street, 8* Floor phone Number: (213)808,8951 Los Angeles,C/\ 9OO\7 Facsimile Number: (213) 808-8918 Contract Amount: $I00,000 year: Since l990/ 2UlO-20l5 Description of supplies, equipment, or services provided: We have worked for LAUD since 1990, serving as 0ouuciul advisor no bond transactions; design, including mortgage credi i6 B Trust Fund, City's horneownersh Nor.hdJgc Earthquake including$300 million for rehabilitation of dainaged properties;workouts of troubled projects; on- going sen,ices on outstanding bond issues (e.g.,rating downgrades,ctc.). City of Santa Ana Community Development Agency Request for Qualifications-Housing Financial AnaYytical and Advisory Services Page 1.4 TO BE INCLUDED IN PROPOSAL EXHIBIT E CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIONS FOR HOUSING FINANICALANALYTICAL AND ADVISORY SERVICES PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFQ (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter 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 here on the action of approval of the Council, signed by the Executive Director or her duly authorized agent, and signed by the City Attorney, denoting her approval of the form for this document, and its execution, and when it or an exact copy of it has be either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check drafts, 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 damager due to the delay and other causes suffered by City because of failure to enter into an Agreement and/or furnish 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 Non-Discrimination by Contractors, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFQ, CSG Advisors Incorporated FIRM Gene Slater SIGNED'AND PRlNTED NAME Chairman January 28,2015 . .......... TITLE DATE ........................ ............................ ........... .. ................. ------------- City of Santa Ana Community Development Agency Request for Qualifications-Housing Financial Analytical and Advisory Services Page 15 TO BE INCLUDED IN PROPOSAL EXHIBIT F CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QUALFICATIQNS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not limited to, the following: employment, iupgrading, demotions, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreements or other contract or understanding, a notice to be provided advising the said labor union or workers` representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor complies with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5, The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and order 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 the Contractor's non-compliance with the non-discrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Executive Orders 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. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted' by City of Santa Ana Community Development Agency Request for Qualifications-Housing Financial Analytical and Advisory Services Page 16 rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Exeoutiw9 Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order aG the administering agency may direct as means Ufenforcing such provisions, including sanctions for noncompliance; provided, however, that [nthe event the Conti-actor becomes involved in, oria threatened with, litigation with a subcontractor o, vendor osa result of such direction by the administering agency, the Contractor may request that the United States enter such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735' ao added by Chapter @43 Stat . 1039, and as amended, no discrimination shall be made in the employment of persons because of naoe, na|i0iOuo creed, color, national oh0|n, ancestry, physical handicaps, m8nt8| oond|tiVn, marital status, or sex Of such persons, except as provided in Section 142O' and any Contractor violating this Section |s subject to all the penalties imposed for a violation mf the Chapter, C5C Advisors Incorporated FIRM Gene Slater SIGNED AND PRINTED NAME Chairman armmu Jauuucy28. 20lS TITLE �DATE City of Santa Ana Community Development Agency Request for Qualifications Housing Financial Analytical and Advisory Services Page 17 TO BE INCLUDED IN PROPOSAL EXHIBIT Q CITY OF SANTA AND COMMUNITY DEVELOPMENT AGENCY REQUEST FOR QtUALFICATIONS FOR HOUSING FINANICAL ANALYTICAL AND ADVISORY SERVICES NON-COLLUSION AFFIDAVIT CITY OF SANTA ANA PROPOSAL AND CONTRACT AGREEMENT NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Cade Section 7106) To the City of SANTA ANA COMMOUNITY DEVELOPMENT AGENCY In accordance with Title 23 United State Code Section 112 and Public Contract Code 7166 the PROPOSER declares that this bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation;that the bid is genuine and not collusive or sham;that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding,that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the publ'i'c body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and„ further„ that the contents thereof,or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company associations, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non-coliusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this INon-collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 2Q _ , by p roved to me on the b s )1"s fisfactory evidence to the person(s) who appeared before me. ' I � T u) Notary Public§jqwdr6re Notary Public Seal City of Santa Ana Community Development Agency Request for Qualifications .Rousing Financial Analytical and Advisory Services Page 18 A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco Subscribed and sworn to "ffirrned) before me on this 28th day of_January , 20 15 , by John Hamilton proved to me on the basis of satisfactory evidence to be the persorr(s)who appeared before me, �- JACK WIGGINS JR. COMM,# 1955003 IA NOTARY PvJLlc CAL&ORNIA / E CIPf AND Coury QF SAN FWq$CD diY COMIA,E%F,per.99.2D15" (Seal) Signature A .