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HomeMy WebLinkAbout03 - Agrmt-Overland Pacific and Cutler AGREEMERIT F®R REAL. ESTATE C®PdSIDLTIfdG SER9PICES 16VITIi ®VERLAIV®, PACIFIC AN® CUTLER, IIVC. ~' )p/r / ,r '1 ° EXECIJTI!!E ®IRE~r®R REC®~IE~B~E® AC`fi~ A~~c~ ~EC~~rAR~ u~E ~~t_~a AP~ROVEa l~ As Recornmended ^ As Amended [] Ordinance, on 4~' Reading ^ Ordinance on 2ntl Reading Implementing Resolution ~ Se4 Public Hearing For CONTItdUED TO F&LE NUhAr3ER Authorize the Executive Director and Agency Secretary to execute the attached agreement with Overland, Pacific & Cutler, Inc., subject to non-substantive changes approved by the Executive Director and Agency General Counsel, to provide real estate consulting services, in an amount not to exceed $100,000. DISCUSSI®N The Community Redevelopment Agency acquires property for the purpose of furthering its goals of fostering commercial development and affordable housing. To that end, the Agency requires the services of a professional firm that is knowledgeable and experienced in both commercial and residential real estate activities as conducted by public agencies. Overland, Pacific and Cutler, Inc. (OPC) is a real estate services firm that has provided a wide variety of such services to hundreds of clients throughout fihe United States. Its services include, but are not limited to, appraisals, property acquisition, commercial and residential relocation, property maintenance, and expert witness testimony. OPC has assisted the Agency with various real estate related activities since 1999. In particular, OPC has assisted the Agency with the maintenance of properties it has acquired in the Station District, as well as assisting the Agency in meeting its obligations under State law to provide appropriate relocation benefits to tenants residing in those same residences. The proposed $100,000 contract (Exhibit 1) will enable the Agency to continue using OPC to support its activities in the Station District, as well as for other projects that may be approved in the future. The contract will expire upon the expenditure of the funds or its replacement by another Agency-approved contract. 3®3 Consultant Agreement with Overland, Pacific and Cutler, Inc. February 16, 2010 Page 2 CEQ,4 C®MPLIANCE In accordance with the California Environmental Quality Act, the proposed project is exempt from further review per Section 15061(b) (3) as there is no potential for it to have a significant effect on the environment. General Rule Exemption Environmental Review No. 2010-23 will be filed for this project. FISCAL IMPACT Funds are available in the Low and Moderate Housing Set-Aside account (account no. 50718830- 66220). APPROVED AS TO FUNDS AND ACCOUNTS: ~~~~SX~d ~ '~ i Shelly L dry-Bayle Housing anager Community Development Agency CJN/SLB/mlr Exhibit: 1. Consultant Agreement °~ng~v~cl~o_a~~ . _ Francisco Gutierrez '; Executive Director Finance & Management Services Agency 3-4 CONSiILTANT AGREEMENT THIS AGREEMENT, made and entered into this day of February, 2010 by and between Overland, Pacific & Cutler, Inc., a California corporation (hereinafter "Consultant"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. The Agency desires to retain a consultant having special skill and knowledge in the field of real estate consulting services. B. Consultant represents that Consultant is able and willing to provide such services to the Agency. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide property management, program management, acquisition and relocation services as set forth in Exhibit A, attached hereto. 2. COMPENSATION a. Agency agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B, Fee Schedule. The total sum to be expended under this Agreement shall not exceed $100,000.00 during the term of this Agreement. b. Payment by Agency shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to Agency accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Agency. 3. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 12, below. 3~-5 EXHIBIT 1 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Agency. This Agreement is not intended nor shall it be construed to create anemployer-employee relationship, a joint venture relationship, or to allow the Agency to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the Agency, its officers, agents, volunteers, and employees as additional insureds) and shall include, but not be limited tc protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply Agency with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the Agency General Counsel. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 3-6 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the Agency upon execution of this Agreement and shall be approved in form by the Agency General Counsel. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to Agency. £ If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 6. INDENLNIFICATION Consultant agrees to and shall indemnify and hold harmless the Agency, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the Agency regarding any action by a third party asserting that personal injury, damages, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Agency may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the Agency information which due to the natare of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than 3-7 reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Agency. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Agency: Secretary of the Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Community Redevelopment City of Santa Ana 20 Civic Center Plaza (M-37) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6736 and Agency General Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, Califomia 92702 telefacsimile (714) 647-6515 °$ To Consultant: Overland, Pacific & Cutler, Inc. 3750 Schaufele Avenue, Ste. 150 Long Beach, CA 90808 telefacsimile (562) 304-2020 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Agency and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Agency and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the Agency. Bach party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Agency and any such assignment, transfer, delegation or subcontract without the Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Agency's ability to have any of the services which are the subject to this Agreement performed by Agency personnel or by other consultants retained by Agency. 12. TERMINATION This Agreement may be terminated by the Agency upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Agency 3-9 shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the Agency all work product completed as of such date, and in such case such work product shall be the property of the Agency unless prohibited by law, and Consultant consents to the Agency's use thereof for such purposes as the Agency deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affu-ms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the Agency immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City of Santa Ana, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Agency, including all applicable federal, state, and local occupation, 3-°IO safety and health laws, rules, regulations and standards, applicable state and Federal labor standards, prevailing wage requirements, the City zoning and development standards, Ciry permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 17. DELIVERY OF WORK PRODUCT Consultant shall deliver to Agency all work product produced as a result of the services provided. Said work product shall be submitted in a hard copy and produced in a form compatible with Agency's computer system, as agreed between the Project Manager and Consultant. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 3-11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Secretary COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA CYNTHIA J. NELSON Executive Director APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel CONSULTANT By: Lisa E. Storck Assistant Counsel MARK LA BONTE Vice President Tax ID# 8 3-12 EXHIBIT A Scope of Work --California Right of Way Program & Project Management Services 1. Prepare a comprehensive project planning worksheet designed to ensure all project elements are considered and the work plan and client's policies are clearly understood. 2. Conduct comprehensive initial project planning, including policy and budget analysis and participation in informational meetings with the public and official representatives. 3. Track and manage all budgetary-related aspects of the project associated with OPC's Scope of Work. 4. Assist with the development of administrative policies, procedures and forms necessary to carry out the initial program. 5. Provide ongoing general consultation and project coordination with the client, social service agencies, governmental entities and project team members. 6. Represent the client at public meetings, hearings and litigation related matters. 7. Prepare tracking reports that monitor the completion of project milestones of the various disciplines involved on the project. 8. Prepare and present a monthly written status report based on the agreed-upon guidelines on information to be provided. Confer weekly with client verbally on general status, problem areas, and progress. 9. Coordinate with federal and state oversight agencies such as Caltrans, HUD, FHWA, FAA, and FTA. 10. Subcontract for and manage all necessary disciplines needed for the project. Title Investigation Services 1. Secure vesting deeds, property profile, and tax map for each property. 2. Secure preliminary title reports for each property which will remain valid for a minimum of 6 months or until there is an ownership change. 3. Secure copies of recorded back-up documents as needed. 4. Share preliminary title information with right of way engineer, surveyor, and real estate appraisers for their use on the project. 5. Prepare list of title exceptions to be cleared; confirm manner of disposition is consistent with approved project plan. 6. Facilitate changes to preliminary title reports after the preparation of the legal descriptions if necessary for partial acquisition projects. 9 3®13 Appraisal Services (fee, dual and review appraisal) 1. OPC will mail a notification letter and acquisition policies brochure to the property owner, requesting permission to conduct an on-site inspection of the property, advising them of their right to accompany the appraiser(s) at the time of the inspection, and requesting information regarding the property appraised which could influence the appraised value. 2. Appraiser will review title information pertaining to respective ownerships and will review drawings and other pertinent information relative to the parcel. 3. Appraiser will inspect each property personally with the owner (if possible) and document the inspection with photographs for use in the report. 4. Appraiser will inventory all improvements affected by the proposed taking including notes on their manner of disposition (i.e., pay-for and remove vs. move back). 5. Appraiser will perform market research to support the selected appraisal methodologies and will document and confirm comparable sales information. 6. Appraiser will prepare a narrative appraisal report that conforms to the Uniform Standards of Professional Appraisal Practice (USPAP). The appraisal study and report are intended to serve as an acquisifion appraisal and will be prepared in a summary format consistent with the specifications for narrative appraisal reports. 7. OPC to obtain a dual appraisal for any property appraised at $500,000 (five hundred thousand dollars) or higher in accordance with the Caltrans Right of Way Manual (unless waiver is granted by Caltrans increasing threshold to $1,000,000). 8. Upon completion of the fee and dual appraisals, a formal review will be conducted by an independent appraiser in accordance with USPAP and Caltrans Appraisal Review procedures. Acquisition Services -Fee Owner 1. Establish and maintain complete and current ownership files in a form acceptable to the client. 2. Receive and analyze title information, approved appraisal reports and legal descriptions in sufficient detail to negotiate with property owners and other parties. 3. Prepare all offer letters, summary statements, and lists of compensable items of fixtures and equipment, in accordance with state or federal regulations and approval of client. 4. Present written purchase offers to owners or their representatives in person, when possible. Secure receipt of delivery of offer as practical and present and secure tenant information statements, as applicable. 5. Notify relocation agent of initiation of negotiations within 2 business days and provide appraisal information, occupant contact information, and tenant information as necessary. 6. Follow-up and negotiate with each property owner, as necessary; prepare and submit recommended settlement justifications to client for review and approval; review any independent appraisal secured by property owner and coordinate to 3-14 reimbursement of appraisal fees (up to $5,000) with client. Ongoing negotiations and settlement discussions will continue for 8 weeks after the initial offer or until we reach settlement or impasse. 7. Prepare and assemble acquisition contracts, deeds and related acquisition documents required for the acquisition of necessary property interests. Legal descriptions to accompany easements or to accompany partial acquisition deeds are not included in this Scope of Work. 8. Maintain a diary report of all contacts made with property owners or representatives and a summary of the status of negotiations indicating attitude of owners, problem areas, and other pertinent information. Copies of all applicable written correspondence will be maintained in files. 9. Prepare an impasse letter for any parcel where, after diligent attempts to settle by negotiation, it appears eminent domain will be needed or prudent to acquire the needed interest. 10. Transmit executed acquisition documents to client. Each transmittal package shall include a fully executed and properly notarized deed(s), fully executed acquisition contract with attachments, and a brief settlement memorandum which summarizes the pertinent data relative to the transaction. Acquisition Services -Tenant-Interest Owner 1. After the formal offer to purchase is delivered to the underlying property owner, deliver a "tenant notification letter" notifying tenant of their rights in the transaction and informing them of needed quitclaims of interests. 2. Secure copy of lease to determine the extent of possessory interest in property to be acquired. 3. Participate in and/or facilitate discussions between property owner and tenant regarding apportionment of just compensation, ownership of fixtures and equipment or improvements, and other elements needed to secure tenants voluntary settlement of rights and interests. 4. Present unapportioned offer to purchase leasehold interest and fixtures and equipment to tenant as may be required to facilitate settlement by eminent domain. 5. Prepare purchase agreements and deeds for acquisition of tenants' rights and property. Escrow Coordination or Eminent Domain Coordination Services If by Negotiated Settlement: Assist the escrow/title company in the following: 1. Open escrow and coordinate execution of closing instructions providing for title insurance coverage at the settlement amount. 2. Provide escrow officer with fully executed acquisition contract and notarized deed. 3. Review settlement statement for accuracy. 4. Coordinate deposit of acquisition price and estimated closing costs with escrow. 11 3-15 5. After the closing, review the title insurance policy for accuracy. 6. Prepaze and mail a letter to County Assessor requesting cancellation of taxes if appropriate. If Settlement by Eminent Domain: Assist eminent domain counsel with the following: 7. Prepare a letter for the client signature, to eminent domain counsel requesting proceeding to condemnation. 8. Provide eminent domain counsel with available right of way maps and legal descriptions, preliminary title reports and title review documents, and information on how to contact each owner or interest holder. 9. Provide eminent domain counsel with a duplicate copy of the parcel file, together with a copy of the appraisal, offer to purchase, corespondence, acquisition contract, and deed as presented. 10. Convert preliminary title reports to litigation guarantees for eminent domain counsels' use. Title company fees (based of the value of the interest required) are additional. Title Clearance Services 1. Work in conjunction with escrow officer to facilitate the clearance of title matters as set forth in the settlement memorandum and escrow instructions. 2. Coordinate payment of taxes due and release of liens. 3. Secure full or partial reconveyance instruments from lien holders of record. 4. Coordinate lost instrument bonds as may be necessary. 5. Coordinate and facilitate recordation of corrective deeds to clear vesting issues. 6. Secure subordination agreements from conflicting easement holders. Relocation Plan Preparation Services 1. Interview all potentially affected occupants to determine relocation needs. The interview queries business needs, special licensing or zoning needs, needed permits, information on trade areas, special moving requirements, eta The interview also queries household information such as: the number, ages and gender of all occupants, income of the household, distance to employment and utilized neighborhood services, special needs of the household, etc. 2. Research the marketplace for available replacement locations and/or establish rent schedules for compiling project costs. 3. Compile statistics on available housing and business replacement sites. 4. Calculate potential project costs. 5. Present draft relocation plan to client. 6. Distribute plan to project participants and make it available for public inspection. 7. Make any needed revisions brought up during the public inspection period. 8. Participate in adoption presentation meeting. 12 3-16 itelocation Assistance Program Implementation Services 1. Secure basic case information and set up case file; maintain the necessary case documentation and contact diary throughout the course of our involvement with the claimant. 2. Conduct initial in-depth field interview with claimant: Document rent, income, family size, names/ages of occupants and determine relocation needs, preferences and special requirements; provide general information notices and brochure; explain relocation process, rights and benefits available. 3. Provide on-going advisory assistance to minimize hardships on claimants, including referrals to and coordination with community service resources, public housing and other public services as needed. 4. Document rent with rental agreement, receipts, or economic rent if needed. 5. Document/verify income using pay stubs, budget worksheets, tax returns, certification, and/or cash affidavit as necessary. Use rent-to-rent method if income cannot be verified. 6. Assist with the reconciliation of FF&E ownership among owner and tenant. 7. Create rent schedule for project as appropriate and if authorized by client. 8. Search for and document comparables for each claimant: provide initial referrals and three sets of additional housing referrals every 4-6 weeks, as necessary; search for available non-residential sites until OPC recommends at least one appropriate site or determines that no such site exists. Provide with any referral, an evaluation form which requests feedback as to the suitability of the site referral, and attempt to secure response from claimant. 9. Prepare letter of eligibility based on most appropriate comparable or rent schedule, and seek authorization of client. 10. Deliver letter of eligibility to claimant, discuss findings and impacts to occupants' particular needs. Amend the letter of eligibility one additional time if the economics of the comparable's availability changes over the course of our assignment. 11. Prepare and deliver 90-day notices to vacate no later than 12 weeks after general information notices have been delivered. 12. Arrange for transportation to view replacement sites if needed; assist claimants with their selection of a replacement site, with lease offers, with review of rental agreements, and with move bids or fixed moving payment. 13. Inspect selected site to ensure it meets decent, safe, and sanitary requirements. 14. Monitor the replacement site escrow and explain the relocation process to agent and escrow officer as necessary. 15. Review and discuss claimants' moving plans, build-out specifications and personal property inventory and coordinate eligibility limitations in advance of physical move. 16. Verify vacation of the displacement site and secure a certificate of abandonment. 13 3-17 17. Determine eligibility for proposed amount of relocation benefits, including actual and reasonable moving payments, rentaUpurchase differential payments, re-establishment payments, and fixed payments as applicable. 18. For residential moves, secure and process an advance claim to assist with the move, and a second final claim incorporating the moving costs and rental/purchase differential payment once family has moved to selected displacement site. For non-residential moves, secure and process moving assistance, re-establishment, in-lieu, or settlement claims ensuring that no item was duplicated in the acquisition process. 19. Each claim will be signed by the claimant, supported by appropriate back-up (written bids, schedules, receipts, etc.), and will be reviewed by OPC's project manager for recommendation before submitting to client for approval. Each claim check will be delivered to claimant in person (as feasible) and a receipt of payment will be secured. Supplemental Relocation Assistance Services (optional service) 1. Provide support to client for claimant appeals. 2. Provide additional site referrals beyond that which was presented in Scope of Work. 3. Continue to work with claimant beyond 180 days from general information notice. 4. Aid eminent domain counsel with loss of business goodwill defense, preparation of support necessary to justify all-inclusive settlement for relocation and loss of business goodwill, and preparation of settlement agreements. 5. Administer periodic payments of relocation benefits. 6. Security or dual consultant services which may be necessary in hostile/violent households. 7. Translation services (other than Spanish) if needed by OPC and requested by client or claimant. 8. Intensive move planning, administration, and physical move coordination services in complex or hardship cases. 9. Section 8 administration or processing services where OPC aids in the application process on behalf of claimants or is converting conventional units to Section 8 units. Pre-Possession Property Management Services 1. Determine whether there are any vacant units at the time of acquisition, and prepare and present Rent to Hold Open Agreements to property owner and secure agreement (covering units vacant at the initiation of negotiations). 14 3-18 2. Prepare and present Loss of Rent Agreements to property owners and secure agreement (covering units vacated through efforts of relocation agents prior to closing of escrow). 3. Coordinate with relocation agent to capture and track vacate dates for claim processing. Post Possession Interim Property Management Services 1. Prepare and deliver rental agreements tailored to project objectives (if desired). 2. Collect and deliver monthly rent payments to the client. 3. Prepare and deliver required notices. 4. Administer emergency and unsafe condition repairs. 5. Contract for on-going building and ground maintenance. 6. Coordinate payment of vendor fees and utility bills. 7. Collect keys and verify abandonment. 8. Provide monthly reporting to Client. Post Possession Site Control Services 1. Contract board-up, fencing, and other security services, as units become vacant. 2. Provide utility disconnection and meter removal. 3. Provide asbestos and demolition cost estimates. 4. Coordinate asbestos abatement and demolition contractors. Right of Way Certification Services 1. Attend certification planning meeting with client's Right of Way Local Assistance Coordinator and project team. 2. Prepare real estate components of right of way data sheet and provide current and escalated costs for acquisition and relocation; incorporate engineers' construction and utility information as provided to OPC. 3. Ensure appraisal maps/right of way maps and legal descriptions are all properly identified and prepared in conformance with approved right of way numbering system. 4. Oversee utility relocation activities as required for completion of certification form including compiling utility notices and submittal of hi-low risk utility sheet prepared by engineers for Right of Way Loca] Assistance Coordinator review. 5. Ensure that all interests necessary for the project have been secured and all relocation activities have been performed in compliance with applicable law and regulations. 6. Prepare certification forms in coordination with engineer and client to include the compilation of all necessary back-up documents required including; deed, final 15 3-19 order of condemnation, access easements, cooperative agreements, permits, right of entries, etc. 7. Attend and coordinate pre and post-audit submittal meetings. tTtility Coordination and Relocation 1. Review design plans, cross sections and conduct a field review to identify potential utility involvements. Review findings with the project manager/project engineer. 2. Forward a letter of introduction to utility owners. 3. Contact cities and utility companies to obtain as-builts, utility location maps and other documentation to identify utility locations. 4. Coordinate potholing to positively identify conflicts. 5. Prepare a Report of Investigation to determine liability for relocation costs. 6. Coordinate and plan with the utility owners and their designers as needed to discuss project design, potential conflicts and relocation alternatives and resolution to conflicts. 7. Obtain detailed scopes of work from the utility companies for relocation, estimated start and completion dates, and proposed cost to perform and complete the job. 8. Work with the project manager and utility owner to ensure the Utility Relocation Plan is compatible with permit requirements and utility agreements are properly prepared. 9. Assist in obtaining permits, licenses and replacement easements as necessary for utility relocations. 10. Obtain final drawings and as-builts from the utility owners and confirm that all items of work have been completed by the utility owner. 11. Prepare utility closeout file for each utility and transfer to local agencies. 16 3-20 EXI3IBIT ~ OPC considers photocopying, first class postage, telephone, facsimile and cellular communication charges as a normal part of doing business. These charges are included in the stated hourly rates. Out-of-pocket expenses including pre-approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mail (return receipt requested) charges and specialty reproduction (unless otherwise specified) are in addition to the contract amount and will be charged at cost plus ten percent (+10%) for administration, coordination and handling. Subcontracted services, other than those listed above, will be invoiced at cost plus ten percent (+10%). In the event OPC is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding with discovery and trial), such services are not part of this contract, nor are they part of our normal fees. If required, these types of services will be invoiced at two times the regular hourly rates. In the event this contract extends twelve (12) months beyond the initial date of execution, the hourly rates and any remaining amount in the contract shall be adjusted upwardly by five percent (5%) per annum, compounded annually, on the anniversary date of this contrail. Written communication services in other languages would be an additional cost and would be billed separately based on quoted hourly rates by independent translation services. Verbal communication in Spanish, if necessary, will be included at no additional charge. OPC may submit monthly invoices for the professional services rendered based on the hourly rate schedule provided above. Substantial changes in the required scope of work may result in the revision of the proposed fees. 17 3-21 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, and its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza (M-25), Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective part of Policy # Issued to Named Insured Countersigned by is 3-22 this endorsement form as a Authorized Representative