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17-094 Below Market Rate (BMR) Affordable Housing Fund (AHF) CityNon-Profit Contract, Hello Housing SECOND AMENDMENT TO AGREEMENT 17-094 BETWEEN THE CITY OF CUPERTINO AND HELLO HOUSING FOR BELOW MARKET RATE AFFORDABLE HOUSING FUND CITY/NON PROFIT ADMINISTRATOR This Second Amendment to Agreement 17-094 between the City of Cupertino and Hello Housing, for reference dated 5/31/2019, is by and between the CITY OF CUPERTINO, a municipal j corporation (hereinafter "City") and Hello Housing, a Corporation ("Consultant") whose address is 1242 Market St., 3rd Floor, San Francisco, CA 94102 and is made with reference to the following: RECITALS: i A. On 7/21/2017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for monitor and administer the City's BMR ownership and rental housing. B. The Agreement,the First and Second Amendments are collectively referred to as the "Agreement"unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Program Paragraph 1 of the Agreement is modified to read as follows: CITY agrees to allocate a portion of its current BMR AHF budget to CORPORATION, being the sum of up to Three hundred fifty thousand and No Cents($350,000.00)for the purpose of implementing the CORPORATION'S program (hereinafter"Program"), as more particularly described in numerous exhibits marked as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth,as follows: Exhibit"A" (Program Description),Exhibit"B" (Program Work Plan), Exhibit "C" (Proposed Implementation Time Schedule),Exhibit"D" (Program Budget), and Exhibit"E" (Insurance and Bond Requirements). 2. The following Exhibits to the Agreement, are amended and replaced and read as shown in the attachments to this Amendment: a. Exhibit D—Insurance Requirements 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. l I i I IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTA CITY OF CUPERTINO Title 1J S i d-•c_.n y- - cj o RECOMMEND D FOR APPROVAL APPROVED AS TO FORM Title 1(If,ILA4 City Attorney AT 'S']': City Clerk Q 9 EXPENDITURE DISTRIBUTION PO#2018-111. 265-72-71.1-600-635 Original $175,000 Amendment#l: Amendment#2: $175,000 Total: $350,000 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this proj ect/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting" coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 I Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. subconsultants I i Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of 1 this Contract,including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances, with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 Abby Ayende From: Araceli Alejandre Sent: Wednesday,July 11, 2018 10:32 AM To: Abby Ayende Cc: Rocio Fierro Subject: RE: City of Cupertino - Insurance Policy Certificate Attachments: original contract.pdf, [3] Exhibit D -Insurance for Professionals & Consultants Feb 2018 rvf.pdf Hi Abby— Bickmore and this office have had a chance to review the contract and scope of services with Hello Housing. In this case, we accept to drop the insurance limit to$11VI/occurrence because the risk of the activity is low. Bickmore's advice is to focus less on the type/size of institution and to look at the risk associated with the services/activities being provided by the consultant. Generally, as a starting point, we require 21VI/occurrence for small non-profit entities. However, in this contract, the risks associated with the services are minimal. Therefore, we agree to lowering our insurance requirement to 1M/occurrence. Please make sure to attach this email to the contract when routing to this office for signature. Hope this helps. Thank you, Araceli From:Araceli Alejandre Sent:Tuesday,July 03, 2018 10:16 AM To:Abby Ayende<AbigailA@cupertino.org> Subject: Re: City of Cupertino - Insurance Policy Certificate Good morning Abby, Let me follow up with Rocio and check with Bickmore. I will let you know as soon as I hear back. Araceli On Jul 3, 2018, at 9:56 AM, Abby Ayende <AbigailA @cupertino.org>wrote: Hi Araceli, I don't know if you got a chance to talk to Rocio about insurance requirements for nonprofit agencies. See below the email from Hello Housing, Thanks, Abby 1 A`OR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4/4/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Leah Malka Arthur J. Gallagher&Co. PHONE FAX Insurance Brokers of CA, Inc. LIC#0726293 N Ex :415-546-9300 a/c No):415-536-8499 1255 Battery Street#450 nouREss: Leah Malka@AJG.com San Francisco CA 94111 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Gemini Insurance Company 10833 INSURED HELLHOU-01 INSURER B:United National Insurance Company 13064 He Housing, CA Non-Profit Public Benefit Corp 1242 Market Street, Third Floor INSURERC: San Francisco CA 94102 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1207114941 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MMIDD/YYYY /Y MM/DDYYY B X COMMERCIAL GENERAL LIABILITY L7220860B 4/1/2019 4/1/2020 EACH OCCURRENCE $1,000.000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $50,000 MED EXP(Any one person) $5,000 PERSONAL BADVINJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO POLICYJECT ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB HCLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions VNPL004581 4/1/2019 4/1/2020 Each Claim/Aggregate $1,000,000 Below Market Rate Administration Deducitlbe Per Claim $2,500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cupertino,and members of the City Council,and the officers,agents and employees of the City of Cupertino,individually and collectively are included as Additional Insured as per attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Community Development Department 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A DATE 8/20/19 CERTIFICATE OF LIABILITY INSURANCE 06/18/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-303-534-4567 CONTACT NAME: IMA, Inc. - Colorado Division PHONE FAX N Ex : V.No): E-MAIL DerLAccountTechs@imacorp.com 1705 17th Street ADDRESS: P• Suite 100 INSURERS AFFORDING COVERAGE NAIC# Denver, CO 80202 INSURER A: LEXINGTON INS CO 19437 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 Hello Housing INSURER C 303 Vintage Park Drive, Suite 250 NSURERD: I rINSURER E: Foster City, CA 94404 1 INSURERF: COVERAGES CERTIFICATE NUMBER: 56510550 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY LTR MMIDD/YYYY MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO RETED $ CLAIMS-MADE OCCUR PREMISES(E.oocur ence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑ LOC PRODUCTS.COMP/OP AGG $ OTHER: 1 $ A AUTOMOBILE LIABILITY 34064077 01/01/19 01/01/20 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY H AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ B WORKERS COMPENSATION UB1L83964919NGG 01/01/19 01/01/20 X STATUTE OERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE - N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Below Market-Rate (BMR) Affordable Housing Fund (AHF) City/Non-Profit Contract. Below Market-Rate Housing Program Management and the Participants of the BMR pgoram in the City of Cupertino. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Community Development Department 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 USA LLL ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD njones2014 56510550 POLICY NUMBER: L7220860B COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) City of Cupertino Attn: Community Development Department 10300 Torre Avenue Cupertino CA 95014 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 , o EVIDENCE OF PROPERTY INSURANCE DA01/0412019 ' lk THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS ,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE COMPANY ,vc,N. Er): 1 415 778-0300 Heffernan Insurance Brokers(SF) Travelers Casualty and Surety Company of America 180 Howard Street,Suite 200 San Francisco,CA 94105 FAX C Na: 1 (415)778-0301 ADDRIESS: CODE: SUB CODE: AGENCY CUSTOMER ID#: License#0564249 NAMED INSURED AND ADDRESS LOAN NUMBER POLICY NUMBER MidPen Housing Corporation 1 05 68 71 36 303 Vintage Park Drive EFFECTIVE DATE EXPIRATION DATE Foster City,CA 94404 TECRMI 01/01/2019 01/01/2020 NATE.F KE CHECD THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATIONIDESCRIPTION Commercial Crime 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUCTIBLE A. Fidelity Employee Theft $2,000,000 $25,000 ERISA Fidelity $2,000,000 $0 Employee Theft of Client Property $2,000,000 $25,000 REMARKS(including Special Conditions Special Conditions: Re:As Per Contract or Agreement on File with Insured. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED LOSS PAYEE LENDERS LOSS PAYABLE LOAN# City of Cupertino �J�� Attn:Community Development Department AUTHORIZED / REPRESENTATIVE 10300 Torre Avenue Cupertino,CA 95014 ACORD 27(2009/12) ©1993-2009 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-1L839649-19-NG-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 01-28-19 ST ASSIGN: PAGE 1 OF FIRST AMENDMENT TO AG RE EMENT 7-094 BETWEEN T RJ E CITY OF CUPERTINO AND HCT LO HOUSING FOR BELOW MARKET RATE AFFORDABLE HOUSING M12 CITY/NON PROFIT CONTRACT This First Amendment to Agreement 17-094 between the City of Cupertino and Hello Housing,for reference dated 6/27/2018,is by and between the CITY OF CUPERTINO, a municipal corporation(hereinafter"City")and Hello Housing,a Corporation,etc("Consultant")whose address is 1242 Market St,,3rd Floor,San Francisco,CA 94102,and is made with reference to the following: RECITALS: A. On 7/1/2017,an agreement was entered into by and between City and Consultant (hereinafter"Agreement")for monitor and administer the City's BMR ownership and rental housing. � A B. The Agreement and the First Amendments are collectively referred to as the "Agreement"unless otherwise indicated. C, City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW,THEREFORE,it is mutually agreed by and between peYundersigned parties as follows: 1. TERM Paragraph II of the Agreement is modified to read as follows: 11 If,Unless amended prior to its expiration,the term of this Contract will begin on July 1,2017 and will end on June 30, 2019 unless terminated earlier pursuant to Section VII or Section VIII below or extended pursuant to Section Ill below. 2. The following Exhibits to the Agreement,are amended and replaced to read as shown in the attachments to this Amendment: a Exhibit A—Program Description for FY 2018-19 b,Exhibit B—Program Work Plan c.Exhibit C Proposed Implementation Timeline Schedule and Program Budget d.Exhibit D—Insurance Requirements 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this modification of Agreement to be executed. CONSULT �, CITY OF CIJPER,7rd7 Title Title:Assistant City Manager RECO EN•DE OR APPROVAL APrRO;2S TO FO Byrr-- Title City Attoi ATTEST: SX City Clerk lj-1 EXPENDITURE DISTRIBUTION PO H2018-11 265-72-711-600-635 Original $175,000 Atnendment 41: $0 Total: $175,000 P EXHIBIT A PROGRAM DESCRIPTION FY 2018/19 Agency Name: Hello Housing Executive Director: Program Manager: Grant#(For Office Use Only) Mardie Oakes Matt Warner Street Address: City: State: Zip Code: 1242 Market Sheet,Yd Floor San Francisco CA 94102 Telephone number: Fax Number: Program Manager Email Address: 415)863-3036 415 813-6113 matt hellohousine.or� Name of Project/Program: BMR Program Administration Project/Program Location: City-wide Program Description: Administration Services • Consultant will be the primary contact for the BMR Program and will handle all inquiries and correspondence from applicants, current BMR homeowners and renters, and property managers in buildings with units restricted under the BMR Program. • Consultant will advertise the BMR Program,as needed,to solicit buyers and renters for available units and to establish a waiting list. • Consultant will maintain a waiting list of qualified buyers and renters in accordance with the BMR Program guidelines. Maintenance of the waiting list includes reviewing required annual applications to remain on the waiting list,conducting an annual lottery for new applicants, and sorting all applicants into the appropriate priority point level within the waiting list. • Consultant will utilize the City's procedures, ordinance(s), resolution(s), and guidelines in the implementation of the BMR Program. • Consultant will develop a report form in conjunction with the City representative and submit quarterly activity reports. • Consultant will provide suggestions to the City for potential modifications to the City's application process, procedures,and/or guidelines to ensure effective operation of the BMR Program. • Consultant will maintain marketing content for the BMR Program, including flyers, website, and other material as needed. • When requested by the e City, Consultant will advise and assist City staff on matters related to the BMR Program. • As necessary,Consultant will provide access to translation in other languages. BRIR Purchase Program Services • Consultant will manage the entire sale process from advertising of available units to completing the closing on the BMR unit. • Consultant will prepare the sales schedule for City approval. Consultant will then send notice of unit availability, sales price,location,and unit size to applicants at the top of the appropriate section of die waiting list with a deadline for submittal of their applications. • Upon receipt of one or more applications for the purchase of a unit, Consultant will ensure that each application is complete, verify eligibility, and confirm priority points. Consultant will rank the applications according to criteria in the City's written guidelines and coordinate approval with the City. • Consultant will be available to answer any questions regarding the BMR Program and will help facilitate escrow closing. Consultant will also facilitate recordation of the resale restrictions, requests for notice of default,subordination agreements,and any other applicable documents with the title company prior to close of escrow. • Consultant will maintain a list of local lenders interested in providing loans to qualified BMR Program applicants. • Consultant will inspect prospective sales waits,hold at least one"open house" for prospective buyers,assist buyers with locating financing, coordinate appraisal, property and termite inspections, prepare disclosure statements,open and close escrows all in accordance with accepted real estate practices,and coordinate close of escrow to meet program deadlines(90 days in most cases). • Consultant will provide or arrange Home Buyer education consistent with U.S.Department of Housing and Urban Development(HUD)standards. • Consultant will monitor BMR units annually to confirm program compliance and investigate and manage potential defaults. • Consultant will review and process requests for refinancing of BMR homes and junior loans in accordance with BMR Program guidelines. BMR Rental Program Services • Consultant will manage entire rental process including advertising of available units. • Consultant will provide the property owner/manager of projects containing City BMR units with the most current income and rent guidelines upon issuance by HCD each year. • Consultant will monitor BMR unit rents annually to ensure compliance with the required affordable rent levels tinder the BMR Program. • Consultant will advise the property owner/manager regarding their compliance with the BMR Program. • Consultant will verify the eligibility of prospective tenants qualified by the property manager. • Consultant will manage the entire recertification process annually to ensure renters maintain BMR Program eligibility. In the event that a renter no longer qualifies for the City's BMR Program, consultant will work with the property manager to terminate the tenant's BMR Program participation after the applicable appeal period has lapsed and to qualify a new applicant for that BMR unit. The attached Implementation Plan is incorporated by reference. EXHIBIT B PROGRAM WORK PLAN FY 2018/19 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Benchmarks for Each Quarter Objectives 1st 2nd 31d 4e1 TOTAL Fill BMR rental vacancies 3 3 3 3 12 Manage BMR Resale&Refinance 1 1 1 1 4 process Maintain BMR waiting list 100 100 100 100 400 BMR ownership monitoring 0 0 121 0 121 BMR rental monitoring 35 36 36 35 142 Provide BMR program information and 25 25 25 25 100 resources 17 EXHIBIT B PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2018/19 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Activity Number&Description: 1.Fill BMR rental vacancies 2. Manage BMR Resale&Refinance process 3.Maintain BMR waiting list 4.BMR ownership monitoring 5.BMR rental monitoring _ 6.Provide BMR program information and resources EXHIBIT C PROGRAM BUDGET FY 2018/19 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Pro osed Program Expenses FY 2018/19 Program Set-Up Fee (one time fee) $5,000 Onboarding BMR Ownership Files(one time fee) $9,075 ($75/home) Onboarding BMR Rental Files Field calls from City&public,maintain website,staff,reporting $12,000 MR Ownership Annual Compliance Monitoring(121 homes) $15,125 ($125/home) BMR Rental Compliance Monitoring(142 units) $39,050($275 /unit) BMR Orientation Meeting/Workshops $750/workshop BMR Rental Eligibility Verification $275/applicant Management of Resales $4,000/home Management of Refinances $650/home aitlist Update—Ownership &Rental $50/applicant vailable Upon Request MR Homeowner Custom Newsletter $2500 per issue Drafting of BMR Program Guidelines Hourly Rate* eeordation of Updated Requests for Notice of Default $40 per home [BMR Rental Property Management Training $750 per development otal Expenses Up to $175,000 *Hourly Rate: Executive Director: $150;Program Director: $110; Program Manager: $90; Program Associate: $55. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto(including owned, hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury ordisease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage-is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers,officials, employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances,with not less than ninety(90)days prior written notice. Fxh. D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 Abby Ayende From: Araceli Alejandre Sent: Wednesday,July 11, 2018 10:32 AM To: Abby Ayende Cc: Rocio Fierro Subject: RE: City of Cupertino -Insurance Policy Certificate Attachments: original contract.pdf, [3] Exhibit D -Insurance for Professionals &Consultants Feb 2018 rvf.pdf Hi Abby— Bickmore and this office have had a chance to review the contract and scope of services with Hello Housing. In this case, we accept to drop the insurance limit to$1M/occurrence because the risk of the activity is low. Bickmore's advice is to focus less on the type/size of institution and to look at the risk associated with the services/activities being provided by the consultant. Generally, as a starting point, we require 2M/occurrence for small non-profit entities. However, in this contract, the risks associated with the services are minimal. Therefore, we agree to lowering our insurance requirement to 1M/occurrence. Please make sure to attach this email to the contract when routing to this office for signature. Hope this helps. Thank you, Araceli From:Araceli Alejandre Sent:Tuesday,July 03, 2018 10:16 AM To:Abby Ayende<AbigailA@cupertino.org> Subject: Re: City of Cupertino - Insurance Policy Certificate Good morning Abby, Let me follow up with Rocio and check with Bickmore. I will let you know as soon as I hear back. Araceli On Jul 3, 2018, at 9:56 AM, Abby Ayende <AbigailA@cupertino.org>wrote: Hi Araceli, I don't know if you got a chance to talk to Rocio about insurance requirements for nonprofit agencies. See below the email from Hello Housing. Thanks, Abby i EXHIBIT C PROGRAM BUDGET FY 2018/19 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Pro osed Program Expenses FY 2018/19 Program Set-Up Fee(one time fee) $5,000 Onboarding BMR Ownership Files (one time fee) $9,075 ($75 /home) Onboarding BMR Rental Files Field calls from City&public,maintain website,staff,reporting $12,000 MR Ownership Annual Compliance Monitoring(121 homes) $15,125 ($125/home) BMR Rental Compliance Monitoring(142 units) $39,050($275 /twit) BMR Orientation Meeting/Workshops $750/workshop BMR Rental Eligibility Verification $275/applicant Management of Resales $4,000/home Management of Refinances $650/home aitlist Update—Ownership &Rental $50/applicant Available Upon Request MR Homeowner Custom Newsletter $2500 per issue Drafting of BMR Program Guidelines IIourly Rate* ecordation of Updated Requests for Notice of Default $40 per home MR Rental Property Management Training $750 per development Total Expenses Up to $175,000 *IIourly Rate: Executive Director: $150;Program Director: $110; Program Manager: $90; Program Associate: $55. EXHIBIT D BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor:The"Contractor"as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of BMR AHF funds. Indemnity The Contractor shall indemnify,defend,and hold harmless the City of Cupertino(hereinafter "City"),its officers,agents and employees from any loss,liability,claim,injury or damage arising out of,or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors,excepting only loss,injury or damage caused solely by the acts or omissions of personnel employed by the City.It is the intent of the parties to this Contract to provide the broadest possible coverage for the City.The Contractor shall reimburse the City for all costs,attorneys'fees,expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify,defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City,the Contractor shall provide and maintain at its own expense,during the term of this Contract,or as may be further required herein,the following insurance coverages and provisions: A.Evidence of Coverage Prior to commencement of this Contract,the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained anti remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required.In addition,a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI.PROGRAM COORDINATION,Paragraph C.,NOTICES.The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City, This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B.Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino,CA 95014. C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide,unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence- $1,000,000 b. General limit aggregate- $2,000,000 C. Products/Completed Operations-$1,000,000 aggregate d. Personal Injury limit- $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50%of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance,coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2)years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. C. Independent Contractors' (Protective) liability, f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers'Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds,or a waiver of subrogation. 7. Professional_Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars($10,000)per occurrence/event. C. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. 1 BELOW MARKET-RATE(BMR)AFFORDABLE HOUSING FUND(AHF) CITY/NON-PROFIT CONTRACT (Services Only) THIS Below Market-Rate(BMR)Affordable Housing Fund(AHF) City/Non-Profit Contract(the "Contract")is entered into between the CITY OF CUPERTINO,a municipal corporation(hereinafter"CITY"),and HELLO HOUSING a California non-profit public benefit corporation(hereinafter"CORPORATION"). The grant funds provided pursuant to this Contract are to be utilized for specific services provided to the CITY by CORPORATION. CITY approved the allocation and disbursement of Below Market- Rate(BMR)Affordable Housing Funds(AHF)funds (hereinafter"Grant")to CORPORATION on July 1.2017. WITNESSETH WHEREAS,BMR AHF funds are to be used to increase and preserve the supply of housing affordable to households of extremely low,very low, low,median, and moderate incomes; and WHEREAS, CITY has reserved a portion of its BMR AHF funds for necessary administrative costs associated with providing affordable housing; and, WHEREAS,CORPORATION has agreed to provide the Program as described below to monitor and administer the CITY's BMR ownership and rental housing program, which benefits low,very low,median, and moderate-income households. NOW, THEREFORE, the parties agree as follows; 1. PROGRAM CITY agrees to allocate a portion of its current BMR AHF budget to CORPORATION, being the sum of up to One Hundred Seventy Five Thousand Dollars and No Cents ($175,000.00) for the purpose of implementing the CORPORATION'S program(hereinafter "Program"), as more particularly described in numerous exhibits marked as noted herein, attached to this Contract, incorporated by this reference, as though fully set forth,as follows: Exhibit"A"(Program Description),Exhibit`B"(Program Work Plan),Exhibit"C"(Proposed Implementation Time Schedule),Exhibit"D"(Program Budget),and Exhibit"E"(Insurance and Bond Requirements). II.TERM Unless amended prior to its expiration,the term of this Contract will begin on July 1.2017 and will end on June 30,2018 unless terminated earlier pursuant to Section VII or Section VIII below or extended pursuant to Section III below. Page I of 22 394\09\2153676.3 6/20/2017 III. SECOND YEAR RENEWAL OPTIONS The term of this Contract may be extended by mutual written agreement of the parties for one additional fiscal year,or until June 30,2019,if all of the following conditions precedent are satisfied: A. Authorization by CITY to expend additional funds for the purposes of this Contract; B. CITY'S appropriation of funds for this Program; C. CORPORATION'S satisfactory performance, as determined by the CITY in its sole discretion, of all of its obligations as stated in this Contract; D. Submission to CITY of proof of insurance as required by Exhibit"B"(Insurance and Bond Requirements). IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION will: 1. Provide CITY with copies of the following documents,evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and e) An adopted copy of CORPORATION'S personnel policies and procedures. 2. During the Contract term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors,personnel policies and procedures, or tax exempt status to Director(as defined below). 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. Page 2 of 22 394\09\2153676.3 6/20/2017 4. Open to the public,meetings of its Board of Directors,if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and U.S.non-profit corporation laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal,valid,and binding obligation of the CORPORATION enforceable in accordance with its terms,and that the execution and delivery of this Contract and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the Program within the City of Cupertino as described in Exhibits "A"through"D." 2. File quarterly reports as required by CITY on the type and number of services rendered through the operation of the Program and a description of the beneficiaries of these services,which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten days after the close of each quarter and must cover the three months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Include an acknowledgement of CITY funding and support on all appropriate Program-related publicity and publications as mutually agreed by the parties. C. Fiscal Responsibilities of CORPORATION. CORPORATION will: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the term of this Contract is extended by an amendment for a second fiscal year, submit a satisfactory Audit within 150 days of the end of the first fiscal year. 3. Document all Program costs by maintaining records in accordance with Section IV,Paragraph D below. Page 3 of 22 394\09\2153676.3 6/20/2017 4. Submit to the CITY on a monthly basis a request for payment for services actually performed,together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract term. All invoices must be submitted within 45 days of the Contract expiration date. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E,"Insurance and Bond Requirements." 6. Items 1)through 5)above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will,at discretion of CITY,result in suspension of funding or termination of this Contract. 7. If CORPORATION does not use Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits,monitoring or other sources. CORPORATION is required to respond to any adverse findings,which may lead to disallowed costs subject to provisions of OMB Circular A-122,"Cost Principles for Non- Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including,but not limited to,contracts, invoices,time cards,cash receipts,vouchers,canceled checks, bank statements, client statistical records,personnel,property and all other pertinent records sufficient to reflect properly(a)all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred to perform this Contract or to operate the Program, and(b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided for the Program. Such data will include,but not be limited to, client name,address, income level or other basis for determining eligibility, and description of service provided,and as further described in Exhibits"A"through"D." Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five years following date of final payment of this Contract,or 2. For such longer period,if any as is required by applicable law; or 3. If this Contract is completely or partially terminated,the records relating to the work terminated will be preserved and made available for a period of five years from the date of termination. Page 4 of 22 394\09\2153676.3 6/20/2017 F. Examination of Records and Facilities. At any time during normal business hours,and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of(1) five years after final payment under this Contract, (2) five years from the date of termination of this Contract, or(3) such longer period as may be described by applicable law,have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine,and make excerpts or transactions of and from,such records and to make audits of all contracts and subcontracts,invoices,payrolls,records of personnel,conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors,and employees, if any, to become familiar and comply with all applicable federal, state and local laws,ordinances, codes,regulations and decrees. H. Suspension and Termination. This Contract may be suspended or terminated pursuant to the provisions of Section VII or Section VIII below. V. OBLIGATIONS OF CITY Method of Payment. During the term of this Contract,CITY shall disburse BMR AHF funds to CORPORATION on a reimbursement basis for services actually performed for all allowable costs and expenses incurred in connection with the Program,not to exceed the total sum of One Hundred Seventy Five Thousand Dollars and No Cents ($175,000.00). CITY may, at any time in its absolute discretion,elect to suspend or terminate payment to CORPORATION,in whole or in part,pursuant to this Contract based on CORPORATION'S non-compliance, including,but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit`B"("Program Work Plan"), failure to submit adequate progress reports as required by this Contract,or other incidents of non-compliance as described in Section VII, Paragraph B of this Contract or based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. VI.PROGRAM COORDINATION A. CITY. The CITY Executive will assign a single Director for CITY who will render overall supervision of the progress and performance of this Contract by CITY. All services agreed to be performed by CITY will be at the overall direction of the Director. B. CORPORATION. As of the date hereof, CORPORATION has designated Mardie Oakes to serve as Executive Director and to assume overall responsibility for the progress and Page 5 of 22 394\09\2153676.3 6/20/2017 execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new Executive Director. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: City of Cupertino Attn: Community Development Department 10300 Torre Avenue Cupertino,CA 95014 CORPORATION: Hello Housing Attn: Executive Director 1242 Market Street,3rd Floor San Francisco,CA 94102 All notices will either be hand delivered or sent by United States mail,registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72)hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VII.CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements,records, information,and reports necessary for Director to monitor,review,and evaluate the performance of the Program and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Services of any outside agent shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract,CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 1. If CORPORATION (with or without knowledge)has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 2. If there is pending litigation with respect to the performance by CORPORATION regarding any of its duties or obligations under this Contract,which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 3. If CORPORATION has taken any action pertaining to the Program,which action required CITY approval,and such approval was not obtained. Page 6 of 22 394\09\2153676.3 6/20/2017 4. If CORPORATION has not duly performed, complied with, or observed any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in Exhibit B ("Program Work Plan"). C. Corrective Action Procedure. CITY,in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract,will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s)and Executive Director at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments to CORPORATION as described in Section V above or terminate this Contract as set forth in Section VIII below. VIII.TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non-compliance,as defined in Section VII,Paragraph B; CORPORATION is in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the Executive Director is found to have committed fraud or;there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII,either CITY or CORPORATION may suspend or terminate this Contract for any reason by giving thirty(30)days prior written notice to the other party. Upon receipt of such notice,performance of the services hereunder will be immediately discontinued. C. Upon termination of this Contract,CORPORATION must immediately provide CITY access to all documents,records,payroll,minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. Page 7 of 22 394\09\2153676.3 6/20/2017 IX.PROGRAM INCOME If CORPORATION receives additional funds to implement the Program, CORPORATION shall report such income to the CITY when submitting monthly invoices. CORPORATION may use such income during the Contract term for activities permitted under this Contract and shall reduce requests for Grant funds by the amount of any such income received to implement the Program. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant,employee,partnership,joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any social security,worker's compensation, or employee benefits extended to employees of CITY. XI.ASSIGNABILITY CITY is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower and moderate income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently,this Contract may not be assigned to another corporation, person,partnership or any other entity without the prior written approval of CITY. None of the work or services to be performed hereunder may be assigned,delegated or subcontracted to third parties without the prior written approval of CITY,which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten days prior to the proposed effective date. In the event CITY approves of any such assignment,delegation or sub-contract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract,including the performance and any liabilities attaching to the assignees' actions or omissions. XII.DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CORPORATION agrees to maintain client records consistent with applicable laws regarding personal privacy and obligations of confidentiality. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E,"Insurance and Bond Requirements,"CORPORATION will indemnify and hold harmless the CITY,its employees, agents, and officials,members of boards and commissions,from any and all claims,actions, suits,charges and judgments whatsoever,with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes,regulations and decrees, including without limitation those set forth in Exhibit E, "Certifications." Page 8 of 22 394\09\2153676.3 6/20/2017 XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect touch breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item which is not eligible for payment under the Program or this Contract. XV.NON-DISCRIMINATION CORPORATION will comply with all applicable federal, state,and local laws and regulations including the CITY'S policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended;Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504);California Fair Employment and Housing Act(Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age,race,color,national origin, ancestry, religion,sex/gender, sexual orientation,mental disability,physical disability,medical condition,political beliefs,organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship,hiring, employment,utilization,promotion, layoff,rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age,race, color,national origin,ancestry,religion, sex/gender,sexual orientation,mental disability,physical disability,medical condition,political beliefs,organizational affiliations,or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the grant funds disbursed for this program. XVI.AMENDMENTS Amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments,and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. XVII. INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer,agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. Page 9 of 22 394\09\2153676.3 6/20/2017 XVIII.MISCELLANEOUS A. Headings. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way,be held to explain,modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Exhibits.All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit"A" (Program Description),Exhibit"B"(Program Work Plan),Exhibit"C"(Proposed Implementation Time Schedule),Exhibit"D"(Program Budget),and Exhibit"B"(Insurance and Bond Requirements). C. Conflict of Interest. 1. General Provision. In accordance with Government Code Section 1090 and the Political Reform Act,Government Code Section 87100 et seq.,except for approved eligible administrative or personnel costs,no person who is an employee,agent, consultant, officer,or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process,may obtain a personal or financial interest or benefit from the activity,or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder,during,or at any time after, such person's tenure. The CORPORATION shall exercise due diligence to ensure that the prohibition in this section is followed. Further,no person who is a director,officer,partner,trustee or employee or consultant of the CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision,made by the CITY or a CITY board, commission or committee,if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes,and Government Code Section 1090. 2. Provisions Specifically Applicable to BMR Units. In addition to subparagraph(1) above,the following individuals are ineligible to purchase or rent a BMR unit: • CITY employees and officials(and their immediate family members and dependents)who have policy-making authority or influence regarding CITY housing programs, or who participate in making decisions regarding CITY housing programs,administer CITY housing programs, or whose salary is paid in any part from a CITY housing program; • Any consultant to the CITY and employees of the consultant(and their immediate family members and dependents)who have policy-making authority or influence regarding CITY housing programs, or who participate in making decisions Page 10 of 22 394\09\2153676.3 6/20/2017 regarding CITY housing programs, administer CITY housing programs,or whose salary is paid in any part from the Grant or any other CITY housing program. These provisions regarding consultants apply to the CORPORATION and its employees,their immediate family members, and dependents; • An applicant for or developer of the project containing the BMR units and its officers and employees(and their immediate family members and dependents), and the property owner or manager of the project and its officers and employees (and their immediate family members and dependents), or • Any other individual who has a conflict of interest as defined by federal or state law or those covered by the CITY'S adopted Conflict of Interest Code. The CORPORATION shall annually inform the CITY if any of its employees are on the wait list for BMR units and of their placement on the wait list. If an employee of the CORPORATION is being evaluated for the purchase or rental of a particular BMR unit,then all review,evaluation, and decision regarding that BMR unit must be performed by the CITY,not the CORPORATION. D. Interpretation.Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract,and negotiate revisions to the Contract. Accordingly,neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Contract. E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Severability. If any term of this Contract is held by a court of competent jurisdiction to be invalid,void or unenforceable,the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation,voiding or unenforceability. Page 1 I of 22 394\09\2153676.3 6/20/2017 IN WITNESS WHEREOF,the parties have executed this Contract the day and year above written. The parties signing below hereby warrant that they are duly authorized to execute this Contract. AGENCY: CITY OF CUPERTINO, a municipal corporation: By: By: XRk1)iZ1rfk1X (print na (print name) Mardie Oa s Dat arti Shrivastava Date Executive Director Assistant City Manager APPROVED AS TO FORM AND ATTEST: LEGALITY: Randolph Stevenson Horn Date drace Schmidt Date City Attorney rZ�City Clerk EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT Original Contract 1st Yr. : $175,000.00 Contract Amendment 2° Yr. : $ Total: $175,000.00 Page 12 of 22 394\09\2153676.3 6/20/2017 EXHIBIT A PROGRAM DESCRIPTION FY 2017/18 Agency Name: Hello Housing Executive Director: Program Manager: Grant#(For Office Use Only) Mardie Oakes Matt Warner Street Address: City: State: Zip Code: 1242 Market Street,3rd Floor San Francisco CA 94102 Telephone number: Fax Number: Program Manager Email Address: 415 863-3036 415 813-6113 1 matt ,hellohousin" Name of Project/Program: BMR Program Administration Project/Program Location: City-wide Program Description: Administration Services • Consultant will be the primary contact for the BMR Program and will handle all inquiries and correspondence from applicants, current BMR homeowners and renters, and property managers in buildings with units restricted under the BMR Program. • Consultant will advertise the BMR Program,as needed,to solicit buyers and renters for available units and to establish a waiting list. • Consultant will maintain a waiting list of qualified buyers and renters in accordance with the BMR Program guidelines. Maintenance of the waiting list includes reviewing required annual applications to remain on the waiting list, conducting an annual lottery for new applicants,and sorting all applicants into the appropriate priority point level within the waiting list. • Consultant will utilize the City's procedures, ordinance(s), resolution(s), and guidelines in the implementation of the BMR Program. • Consultant will develop a report form in conjunction with the City representative and submit quarterly activity reports. • Consultant will provide suggestions to the City for potential modifications to the City's application process, procedures,and/or guidelines to ensure effective operation of the BMR Program. • Consultant will maintain marketing content for the BMR Program, including flyers, website, and other material as needed. • When requested by the City, Consultant will advise and assist City staff on matters related to the BMR Program. • As necessary,Consultant will provide access to translation in other languages. BMR Purchase Program Services • Consultant will manage the entire sale process from advertising of available units to completing the closing on the BMR unit. • Consultant will prepare the sales schedule for City approval. Consultant will then send notice of unit availability,sales price, location,and unit size to applicants at the top of the appropriate section of the waiting list with a deadline for submittal of their applications. • Upon receipt of one or more applications for the purchase of a unit, Consultant will ensure that each application is complete, verify eligibility, and confirm priority points. Consultant will rank the Page 13 of 22 394\09\2153676.3 6/20/2017 applications according to criteria in the City's written guidelines and coordinate approval with the City. • Consultant will be available to answer any questions regarding the BMR Program and will help facilitate escrow closing. Consultant will also facilitate recordation of the resale restrictions,requests for notice of default, subordination agreements,and any other applicable documents with the title company prior to close of escrow. • Consultant will maintain a list of local lenders interested in providing loans to qualified BMR Program applicants. • Consultant will inspect prospective sales units,hold at least one"open house"for prospective buyers,assist buyers with locating financing, coordinate appraisal, property and termite inspections, prepare disclosure statements,open and close escrows all in accordance with accepted real estate practices,and coordinate close of escrow to meet program deadlines(90 days in most cases). • Consultant will provide or arrange Home Buyer education consistent with U.S.Department of Housing and Urban Development(HUD)standards. • Consultant will monitor BMR units annually to confirm program compliance and investigate and manage potential defaults. • Consultant will review and process requests for refinancing of BMR homes and junior loans in accordance with BMR Program guidelines. BMR Rental Program Services • Consultant will manage entire rental process including advertising of available units. • Consultant will provide the property owner/manager of projects containing City BMR units with the most current income and rent guidelines upon issuance by HCD each year. • Consultant will monitor BMR unit rents annually to ensure compliance with the required affordable rent levels under the BMR Program. • Consultant will advise the property owner/manager regarding their compliance with the BMR Program. • Consultant will verify the eligibility of prospective tenants qualified by the property manager. • Consultant will manage the entire recertification process annually to ensure renters maintain BMR Program eligibility. In the event that a renter no longer qualifies for the City's BMR Program, consultant will work with the property manager to terminate the tenant's BMR Program participation after the applicable appeal period has lapsed and to qualify a new applicant for that BMR unit. The attached Implementation Plan is incorporated by reference. Page 14 of 22 394\09\2153676.3 6/20/2017 EXHIBIT B PROGRAM WORK PLAN FY 2017/18 AGENCY NAME: Hello Housing Benchmarks for Each Quarter Objectives 1st 2nd 3rd 4tn TOTAL Fill BMR rental vacancies 3 3 3 3 12 Manage BMR Resale& Refinance 1 1 1 1 4 process Maintain BMR waiting list 100 100 100 100 400 BMR ownership monitoring 0 0 121 0 121 BMR rental monitoring 35 36 36 35 142 Provide BMR program information and 25 25 25 25 100 resources PROGRAM NAME: BMR Program Administration Page 15 of 22 394\09\2153676.3 6/20/2017 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2017/18 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Activity Number& Description: 1. Fill BMR rental vacancies 2. Manage BMR Resale &Refinance process 3. Maintain BMR waiting list 4. BMR ownership monitoring 5. BMR rental monitoring 6. Provide BMR program information and resources Activity# Jul AugSep Oct Nov Dec Jan Feb Mar Apr May Jun Total 1 2 3 4 5 6 Page 16 of 22 394\09\2153676.3 6/20/2017 EXHIBIT D PROGRAM BUDGET FY 2017/18 AGENCY NAME: Hello Housing PROGRAM NAME: BMR Program Administration Proposed Program Expenses FY 2017/18 Program Set-Up Fee(one time fee) $5,000 nboarding BMR Ownership Files(one time fee) $9,075 ($75/home) nboarding BMR Rental Files Field calls from City&public,maintain website,staff,reporting $12,000 MR Ownership Annual Compliance Monitoring(121 homes) $15,125 ($125/home) MR Rental Compliance Monitoring(142 units) $39,050 ($275/unit) MR Orientation Meeting/Workshops $750/workshop MR Rental Eligibility Verification $275/applicant anagement of Resales $4,000/home anagement of Refinances $650/home aitlist Update—Ownership&Rental $50/applicant Available Upon Request MR Homeowner Custom Newsletter $2500 per issue Drafting of BMR Program Guidelines Hourly Rate* Recordation of Updated Requests for Notice of Default $40 per home MR Rental Property Management Training $750.per development otal Expenses Up to$175,000 *Hourly Rate: Executive Director: $150;Program Director: $110;Program Manager: $90; Program Associate: $55. Page 17 of 22 394\09\2153676.3 6/20/2017 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of BMR AHF funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify,defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein,the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and project name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Page 18 of 22 394\09\2153676.3 6/20/2017 Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino,CA 95014. C. Qualifying Insurers All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide,unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit(CSL)per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence- $1,000,000 b. General limit aggregate- $2,000,000 C. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit-$1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50%of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations Page 19 of 22 394\09\2153676.3 6/20/2017 b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/aggregate to be maintained for two(2)years following acceptance of the work by the City. C. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. C. Independent Contractors'(Protective)liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 4. For either type of insurance, coverage shall include the following endorsements,copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. C. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: Page 20 of 22 394\09\2153676.3 6/20/2017 The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. C. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds,or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars($10,000)per occurrence/event. C. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. Page 21 of 22 394\09\2153676.3 6/20/2017 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. C. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. Page 22 of 22 394\09\2153676.3 6/20/2017