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16-094 Overland Pacific & Cutler, Inc., for Hamptons Relocation ServicesAGREEMENT BETWEEN THE CITY OF CUPERTINO AND OVERLAND PACIFIC & CUTLER, INC FOR HAMPTONS RELOCATION SERVICES THIS AGREEMENT, is entered into this 6th day of July, 2016 , by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Overland Pacific & Cutler, Inc , a California Corporation whose address is I Jenner, Suite 200, Irvine , California 92618 , (hereinafter referred to as "Consultant") (collectively referred to as the "Parties"). RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background , certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for relocation implementation services for Hamptons BMR households upon the terms and conditions herein. NOW, THEREFORE, the Pa11ies mutually agree as follows: 1. TERM The term of this Agreement shall commence on July 6 , 2016 , and shall terminate on June 30, 2018, unless terminated earlier as set forth herein . 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set fo11h in and pursuant to the schedule of performance set fo11h in Exhibit "A," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed NINETY EIGHT THOUSAND dollars ($98,000 .00) based on the rates and terms set forth in Exhibit "A". 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Page I of 10 OPC for Hamptons Relocation , 7-6-16 PO #2017-112 Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by th e City nor have any contractual relationship with City. 6 . INDEPENDENT PARTIES City and Consultant intend th at the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services . None of the benefits provided by City to its employees, including but not limited to , unemployment insurance , workers' compensation plans , vacation and sick leave are available from City to Consultant, its employees or agents . Deductions shall not be made for any state or federal taxes , FICA payments, PERS payments , or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items , ifrequired, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verify ing the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulation s . Consultant shall indemnify and hold City harmless from and against any loss , damage , liability , costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination , Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed , color, national origin , ancestry, handicap , disability, marital status , pregnancy, sex, age, sexual orientation , or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZl Standard Indemnification : Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance , with respect to all services performed in connection with the Agreement, indemnify, defend , and hold harmless the City and it s officers, officials , agents, employees and volunteers from and against any and all liability, claims , actions , causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to property or other liability of any nature, whether physical , emotional , consequential or otherwise, arising out, pe1taining to , or related to the negligent performance of this Agreement by Consultant or Consultant's employees , officers , officials , agents or independent contractors. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City's choice, expert fees and all other costs and fees of liti g ation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the Page 2of 10 OPC for Hamp tons Relocation , 7 -6-16 completion of the Services or termination of this Contract. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with ce1tificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D ". Such certificates, which do not limit Consultant's indemnification , shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by ce1tified mail , Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates . B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to e ith e r Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium , deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Furthermore, the requirements for coverage and limits shall Page 3of 10 OPC for Ha mptons Relocation , 7-6-16 be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign , sublease , hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee , sub lessee , hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation . 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor 's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor futiher agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require Page 4 o f JO OPC for Hamptons Relocation , 7 -6 -16 all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. PERMITS AND LICENSES Consultant, at his/her sole expense , shall obtain and maintain during the term of this Agreement, all appropriate permits , certificates and licenses including, but not limited to , a City Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS A . Each and every report, draft , work product, map , record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the cop y right to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any rep01i furnished to the City pursuant to this Agreement. B. All Repo1is prepared by Consultant may be used by City in execution or implementation of: (I) The original Project for which Consultant was hired; (2) Completion of the original Project by others ; (3) Subsequent additions to the original project; and /or (4) Other City projects as City deems appropriate. C. Consultant shall , at such time and in such form as City may require, furnish repo1is concerning the status of services required under this Agreement. D . All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original , which shall be single sided. E . No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City . 16. RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data , documents , proceedings and activities related to this Agreement. Such records , together with supporting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns Page 5 of 10 OPC for Hamptons Relocation , 7 -6 -16 raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith , then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without an y penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a po1iion of the fiscal year and funds for this Agreement are no longer available . This Section shall take precedence in the event of a conflict with any other covenant, term , condition, or provision of this Agreement. 18. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to : • Using paper products made with recycled content and recycled /remanufactured toner and ink jet caiiridges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard ; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 19. NOTICES All notices, demands , requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail , postage prepaid , registered or ce1tified, addressed as hereinafter provided. All notices , demands , requests , or approvals shall be addressed as follows: TO CITY: City of Cupetiino 10300 Torre Ave. Cupertino CA 95014 Attention: Catarina Kidd , Senior Planner TO CONSULTANT: Overland , Pacific & Cutler, Inc 1 Jenner, Suite 200 Irvine , CA 92618 OPC f or Hamptons Relocat i on , 7 -6 -16 Page 6of10 20. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default , and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option , at its sole discretion and without cause , of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination , Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination . If the termination if for cause , City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies , sketches , drawings , computations, and other material or products, whether or not completed , prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances , rules , policies and regulations enacted or issued by City. 22 . CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the patties are subject to all valid laws , orders, rules , and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Cou1t of the County of Santa Clara , State of California . 23. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted , exhibited , displayed any signs , advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24 . WAIVER A w a iver by City of any breach of any term , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term , covenant, or condition contained herein , whether of the same or a different character. 25. INTEGRATED CONTRACT Page 7 of JO OPC for Hamptons Relocation , 7-6-16 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27 . INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inse11ed or is not correctly inse11ed , the Agreement shall be amended to make such inse11ion on application by either party. 28. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. OPC fo r Hamptons Relocation , 7 -6 -16 CITY OF CUPERTINO A Municipal Corporation By /~~ Title Assistant Ci %Manager Date" td/36 l'?J~~ D Over $175 ,000-Council Approval Required ~ O ver $45 ,000-De partm ent Head Approva l Required D Up to $4 5,000-Des ignated Supervisor Approval Required RECOMMENDED FOR APPROVAL ~~ Catarina Kidd, Senior Planner ATTEST: r-J. b/¥4J~~tf City Clerk / -2-( ----/~ Page 8of10 Exhibits: (C heck box for ex hibits th a t appl y to thi s contract and attach) ~ Exhibit "A"-Scope of Services D Exhibit "B"-Schedule of Performance D Exhibit "C "-Compensation ~ Exhibit "D "-Insurance Requirements and Proof of lnsurance D Exhibit "E"-Mandated Repo1iing Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H " -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT PO #2017-112 Original Contract: 100-71-701 900-995 $98,000.00 Total: $98,000.00 Page 9of10 OPC for Harnptons Relocation , 7 -6-16 Exhibit A The Hamptons Residential Relocation Consultant A. Scope of Work Relocation Planning A relocation plan is a valuable tool in the relocation process. A well-mapped plan can help the Client understand the displaced households' needs, identify opportunities to minimize hardships on displaced households, and analyze the availability of adequate replacement housing resources. The plan also identifies the estimated project relocation costs and timing constraints. The plan will be prepared in accordance with the CRAL and Guidelines. Services provided to prepare the plan include: 1. Serve each household with a Request for Interview letter via first class mail. 2. Interview all potentially affected occupants. The interview queries include household information such as the number, ages, and gender of all occupants, income of the household, distance to employment and utilized neighborhood services, school locations for children residing at the unit, special needs of the household, disabilities, and other pertinent details that will assist OPC in relocating the occupants. (Limited to two attempts to interview each household.) 3. Research the marketplace for available comparable permanent replacement locations and establish rent/housing schedules for compiling costs for possible payments to displaced households. Search will include affordable housing properties and other subsidized housing units with current vacancies and open wait lists as well as market rate properties. OPC will reach out to its network to locate as many units as possible. 4. Compile statistics on available comparable replacement housing sites . 5. Analyze survey and market study results and incorporate into a written Plan. 6. Prepare a detailed description of the relocation advisory services program, procedures for locating and referring persons to replacement housing, a list of recommended mitigation measures and a cost estimate for carrying out the plan . 7. Present the Relocation Plan to the Client and make any necessary edits as directed. 8. Develop and implement the 30-day public review and comment process including notifying the households of the plan's availability and representing the Client in the hearing process before the City of Cupertino City Council for the plan's approval. Relocation Implementation Services -Residential Tenants All Project BMR households will need to be permanently relocated. All BMR households will have the right of first refusal to transfer to another Developer owned property and right of first refusal to return to the new property. Those BMR households rejecting that option shall become eligible to receive permanent relocation assistance under CRAL and forfeit the right of first refusal to return the property. OPC will provide the following assistance to permanently displaced residential tenants to implement the approved relocation plan: 1. Secure basic case information and set up a case file for every household. Maintain the necessary case documentation and contact diary throughout the course of our involvement with the claimant . 2. Present each household, in writing, with the option for transfer to other Developer owned property(ies), to the extent that Developer owned properties are available, or permanent relocation assistance to other hous i ng. Obtain head of household on relocation agreement where they will select their option. 3. OPC will provide the displaced households with an Informational Statement and 90 Day Notice to Vacate . OPC will secure proof of receipt , explain the relocation process, rights, and benefits available to the tenants as part of the noticing process . Overland, Pacific & Cutler, Inc. I www.OPCse rvices.com I page 17 The Hamptons Residential Relocat ion Consultant 4. Provide on-going advisory assistance to minimize hard ships on claimants , including referrals to, and coordination with, community service resources, public housing, and other public services as needed. 5. Document rent and utilities (including utility responsibility), with mortgage documents or rental agreement receipts or economic rent if needed, and utility bills and/or statements . 6. Document/verify income using pay stubs, budget worksheets, and ta x returns, including notarization in cases of self-certification and/or cash affidavit, as necessary . Use rent-to-rent method if income cannot be verified. Provide determinat ion of low income status for each displaced household using income limit table. 7. Search for and document comparable properties for each claimant and provide initial referrals and three sets of additional housing referrals as necessary. Prepare a "Selection of Most Representative Comparable Replacement Dwelling" form. 8. Determine benefits for displacees under CRAL and Guidelines . Prepare and deliver Notice of Eligibility describing benefits under the applicable relocation program . 9. Explain eligibility and claim process to displacees . Discuss findings and impacts to occupants' particular needs. Amend the Notice of Eligibility one additional time if the economics of the comparable 's availability changes over the course of our assignment, or if the household's circumstances change prior to a move. 10. Arrange for transportation to view replacement sites if needed. Assist tenants with their selection of a replacement site, with lease offers , with review of rental agreements, and with move bids or fixed moving payment. 11. Schedule , coordinate and monitor tenants move to replacement housing as necessary. 12. In spect selected site to ensure it meets decent, safe, and sanitary requirements and complete a "Decent Safe and Sanitary Housing Inspection Report " on the replacement dwelling for each displaced household . If the selected site is a Developer owned property, and upon initial inspection, the site does not meet decent, safe , and sanitary requirements, OPC will notify the Developer of the specific ways in which the site does not meet the requirements , and provide 48 hours from the time of notification for the Developer to cu re the identified insufficiencies . 13. If occupant elects to use relocation benefits to purchase a property, OPC shall monitor the replacement site escrow, secure replacement documentation, and explain the relocation process to agent and escrow officer as necessary . 14. Verify vacation of the displacement site and secure a Certificate of Abandonment. 15. Prepare and process advance claims to assist with the move and securing the replacement dwelling. Prepare a final rental assistance or purchase assistance claim once the family has moved to the selected displacement site; 16. Each claim will be signed by the claimant , supported by appropriate back-up (schedules, purchase sale agreement, rental agreement, receipts , etc.), and will be reviewed by OPC's project manager for recommendation before submitting to the Client for approval. OPC will use a clear pro-ration calculation methodology for split claims . Each claim check will be delivered to claimant in person (as feasible) and a receipt of payment will be secured. 17. Complete file closure . Each file to contain detailed memorandum specifying the amounts and reasons for relocation benefits provided or reasons why relocation benefits were not provided . 18. Each claim will be signed by the claimant, supported by appropriate back-up and will be reviewed by OPC's project manager for recommendation before submitting to the Client for approval. Each claim check will be delivered to claimant in person (as feasible) and a receipt of payment will be secured . Overland, Pacific & Cutler, Inc. I www.OPCservices.com I page 18 The Hamptons Residential Relocation Consultant 19. Complete file closure. Each file to contain detailed memorandum specifying the amounts and reasons for relocation benefits provided or reasons why relocation benefits were not provided. 20. Should the household disagree with determination of relocation assistance benefits provided, OPC will assist the household in preparing appeal to be delivered to the Client and be considered for further action by the Client. Project Management Project management and planning will begin prior to the initiation of actual relocation activities. It is critical that all members of the team are in agreement as to the Client's desired process and timeline working. OPC's project management services will include: 1. Participate in three public meetings. OPC's Senior Project Manager and lead relocation agent assigned to the project would attend. 2. Track and manage all budgetary-related aspects of the project associated with OPC's Scope of Work. 3. Assist with the development of administrative policies, procedures, and forms necessary to carry out the relocation program. 4. Ongoing general consultation and project coordination with the Client, social service agencies, governmental entities, and project team members. 5. Confer with the City verbally on general status, problem areas, and progress. 6. Prepare and submit monthly status reports/relocation activity reports to the Client. OPC anticipates preparing up to 6 reports. 7. Establish and maintain a trust account for the payment of up to four claims for each household. 8. QA/QC of all staff and work product associated with the Project. 9. Perform case file review and closing. Fee Proposal The Hamptons Relocation Plan Preparation and Plan Interviews (based on 34 $6,000 household intetviews) Permanent Relocation Services -Residential (based on 34 $82,000 households not to exceed 21 hours per case) Trust Account Establishment and Maintenance (based on 34 cases, $2,000 one hours per case) Project Management (not to exceed 46 hours) $7,000 Total* $89,000 Contingent Fee (100/o of Total)** $9,000 *Substantial changes in the required scope of work, including, but not limited to, major project delays (more than four months for a residential relocation), split cases (to be billed at an estimated $1,200 per split), and/or additional residential cases (to be billed at an estimated $2,400 per case). ** Contingent fee shall be authorized should total fee be exceeded as agreed upon by Client and OPC. Overland, Pacific & Cutler, Inc. I www.OPCservices.com I page 19 B. Fee Schedule The Hamptons Residential Relocation Consultant Services provided w ill be invoiced hourly based on the rate schedule below and not as a fi xed fee. OPC may submit monthly invoices for the consult ing services rendered based on the following hourly rate schedule: 2016 Schedule of Hourly Rates Overland, Pacific & Cutler, Inc. Relocation Management & Implementation Senior Program Manager $250.00 per hour Program Manager $200.00 per hour Sen ior Project Manager $150 .00 per hour Project Manager/Project Controls Manager $130 .00 per hour Sr. Relocation Agent/Sr. Analyst $115.00 per hour Relocation Agent/ Analyst $105.00 per hour Project Support/ Administrative Project Support Specialist $75.00 per hour Administrative Assistant $55.00 per hour BILLING TERMS: OPC considers mileage between its Oakland office and Cupertino and , photocopying, first class postage, telephone, facsimile, and mobile communication charges a normal part of doing business and such costs are included in the stated hourly rates. Out-of-pocket expenses including pre -approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mail (return receipt requested) charges, and specialty reproduction (unless otherwise specified) are in addition to the contract amount and will be charged at cost plus ten percent ( + 10 %) for administration, coordination, and handling. Subcontracted services, other than those listed above, will be invo iced at cost plus ten percent ( + 10 %). In the event OPC is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding w ith discovery and trial), such services are not part of this contract, nor are they part of our normal fees. If required, OPC and Client will enter into a separate contract with a unique scope of work. In the event this contract extends twelve (12) months beyond the initial date of execution, the hourly rates and any remain ing amount in the contract shall be adjusted upwardly by five percent (5 %) per annum , compounded annually, on the anniversary date of th is contract. Written commun ication services in other languages would be an add itional cost and wou ld be billed separately based on quoted hourly rates by ind ependent translation services . Verbal commun icat ion in Spanish, if necessary, will be included at no add it ional charge. Overland, Pacific & Cutler, Inc. I www.OPCservices.com I page 20 The Hamptons Residential Relocation Consultant OPC will submit monthly invoices for the professional and trade services rendered based on the hourly rate schedule provided above. The client shall promptly pay the uncontested amount due within no more than thirty (30) days after receipt of invoice. Upon completion of services, the remaining unbilled amount of the project balance shall become immediately due and payable. PROPOSED ADDITIONAL TERMS FROM THE CilY OF CUPERTINO TO BE INCLUDED IN CONTRACT: 1. Client will have the right to terminate its agreement with OPC without fault, and to pay OPC only for services completed through the point of termination. 2. OPC to name the Irvine Company as an additional insured party under its insurance policy. Overland, Pacific & Cutler, Inc. I www.OPCservices .com I page 21 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (I) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occurrence $1 ,000,000 aggregate -all other Property Damage: $100 ,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000 ,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500 ,000 each occurrence ( 4) Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1 ,000,000. 10 Cupt:nino Stnnd1rd Fonn Contract·upd.1t<!d 2/20 15 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/8/2016 Venbrook Insurance Services CA Lic 0D808326320 Canoga Avenue, 12th FloorWoodland Hills, CA 91367 818-598-8900 818-598-8910 www.venbrook.com (WH) Wendy Filice Overland Pacific & Cutler Inc.3750 Schaufele Avenue,Suite 150Long Beach CA 90808 31683552 ✓ ✓ ✓ The City of Cupertino and The Irvine Company are named as Additional Insured as required by written contract. The City of Cupertino10300 Torre AveCupertino CA 95014 Re: Hamptons Relocation Project Subject to policy terms, conditions and exclusions. *30 Days Notice of Cancellation, except 10 days for non-payment of premium. A 1,000,00072UUNTR7859 6/1/2016 6/1/2017 300,000 ✓ 10,000 ✓ 1,000,000 ✓$10,000 BI&PD Ded. 2,000,000 Per Claim 2,000,000✓✓ Emp. Ben. Liab. Occ.1,000,000 B 72UUNTR7859 6/1/2016 6/1/2017 1,000,000 ✓ ✓ ✓✓ ✓Comp $1,000 Coll $1,000✓ C 72RHUTR7849 6/1/2016 6/1/2017 2,000,000✓✓ 2,000,000 D 72WEDQ4300 6/1/2016 6/1/2017 ✓E 1,000,000 1,000,000 1,000,000 F Professional Liab. BRL0011689 6/1/2016 6/1/2017 $2,000,000 Each Claim Claims Made $2,000,000 Aggregate Retro Date: 6/30/03 $50,000 Deductible Hartford Accident and Idemnity Company 22357 Hartford Fire Insurance Company 19682 Hartford Casualty Insurance Company 29424 Sentinel Insurance Company, Limited 11000 Twin City Fire Insurance Company 29459 Western World Insurance Company 13196 31683552 | 00000019 | 16-17 GL AU WC UMB PROF | (WH) Linda Doyenart | 9/8/2016 8:04:24 AM (PDT) | Page 1 of 4 Page 10 of 18 HG 00 01 06 05 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed,in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (1)The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; 9/8/2016 Overland Pacific & Cutler Inc. 72UUNTR7859 31683552 | 00000019 | 16-17 GL AU WC UMB PROF | (WH) Linda Doyenart | 9/8/2016 8:04:24 AM (PDT) | Page 2 of 4 HG 00 01 06 05 Page 11 of 18 (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Sub- paragraphs (d)or (f);o r (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to lease that land; or 2.Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In connection with your premises; or (2)In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2.Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included within the "products-completed operations hazard". 31683552 | 00000019 | 16-17 GL AU WC UMB PROF | (WH) Linda Doyenart | 9/8/2016 8:04:24 AM (PDT) | Page 3 of 4 Page 12 of 18 HG 00 01 06 05 f. Any Other Party Any other person or organization who is not an insured under Paragraphs a.through e.a b o v e ,b u t only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; (2)In connection with your premises owned by or rented to you; or (3)In connection with "your work" and included within the "products-completed operations hazard", but only if (a)The written contract or agreement requires you to provide such coverage to such additional insured; and (b)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III –L i m i t s Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV –C o m m e r c i a l General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III – LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A,except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c.Damages under Coverage B. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2.above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2.or 3.above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A;and b.Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5.above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be 31683552 | 00000019 | 16-17 GL AU WC UMB PROF | (WH) Linda Doyenart | 9/8/2016 8:04:24 AM (PDT) | Page 4 of 4