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HomeMy WebLinkAboutAgreement - Hello Housing - Signed: 2026-06-09City of Gilroy Agreement/Contract Tracking Today’s Date: May 27, 2026 Your Name: Bryce Atkins Contract Type: Services over $5k - Consultant Phone Number: (408) 846-0210 Contract Effective Date: (Date contract goes into effect) 7/1/2026 Contract Expiration Date: 6/30/2028 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Hello Housing Contract Subject: (no more than 100 characters) BMR Housing Administration Contract Amount: (Total Amount of contract. If no amount, leave blank) $973,689 By submitting this form, I confirm this information is complete: ➢ Date of Contract ➢ Contractor/Consultant name and complete address ➢ Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢ Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢ Taxpayer ID or Social Security # and Contractors License # if applicable ➢ Contractor/Consultant signer’s name and title ➢ City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 Sharon Goei, Community Development Director TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if sole proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 20th day of April, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Hello Housing, having a principal place of business at 121 San Anselmo Avenue, #2440, San Anselmo, CA 94979. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 1, 2026 and will continue in effect through June 30, 2028, with three, one-year extension options unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A. Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $973,689. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth i n this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also requir e such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: HELLO HOUSING CITY OF GILROY By: By: Name: Jennifer Duffy Name: Matt Morley Title: President Title: City Administrator Social Security or Taxpayer Identification Number 14-1870357 Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Jennifer Duffy, President, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Bryce Atkins, Deputy Director of Community Development, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT ma y request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and o ral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Sharon Goei, Community Development Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Jennifer Duffy, President Hello Housing 121 San Anselmo Avenue, #2440 San Anselmo, CA 94979 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, ot her than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES BELOW MARKET RATE (BMR) HOUSING PROGRAM ADMINISTRATOR 1. BMR Program Administration Setup a. Design and set up a formal BMR interest list in a database administered by the CONSULTANT and owned by the City. b. Review and organize Gilroy BMR homeowner files, rental files (possible future), loan files, and the City’s existing digital inventory, and create a system for ongoing administration and monitoring, including an easily accessible list of BMR portfolio units showing their expiration date, and accompanying City down payment assistance loans. c. Review existing BMR Re-Sale, Deed of Trust, Promissory Notes, and Developer Affordable Housing Agreement templates and suggest modifications that align with industry best practices. d. Establish a point of contact with HOA presidents for all BMR developments, local Escrow, Appraisal, Real Estate professionals involved in BMR resale transactions, and Property Managers for 100% affordable developments. e. Create flow charts and protocols for BMR home transfers, BMR acquisition, residence owners’ refinances, capital improvement process, loan payoff/subordination, default remedies, and other processes (noted above in qualifications) associated with the BMR program. f. Provide a dedicated webpage for the Gilroy BMR program, separately for current Residence Owners and applicants. This webpage should include frequently asked questions, online application forms (e.g., pre-qualification), available properties, upcoming orientations, etc., and other relevant information. Deliverables: Updated BMR Agreement and document templates, flow charts, and protocols; web content 2. BMR Program Administration a. BMR Inquiries: The CONSULTANT will respond within 24 hours to calls, emails, and in-person inquiries from current BMR Residence Owners, housing portfolio loan holders, etc. b. BMR Eligibility List: The CONSULTANT will maintain a list of qualified buyers. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -2- 4835-2267-0361v1 LAC\04706083 c. BMR Acquisition and Resale Coordination: The CONSULTANT will work with City and County staff to administer the BMR Preservation Program and with Residence Owners and their Realtors and escrow teams to manage the complete BMR resale process. d. BMR Residence Owners Misc. Management: The CONSULTANT will guide current Residence Owners through the refinance process, capital improvement permitting process, loan payoff, equity share calculation inquiries, agreement questions, etc. e. BMR Program Marketing: The CONSULTANT will conduct monthly virtual program orientations, separately in English and Spanish, and quarterly in-person program orientations. The CONSULTANT will also create flyers for available units and post them on the CONSULTANT's Gilroy BMR webpage and the CONSULTANT's social media accounts. The CONSULTANT will table at local Gilroy events at least twice per year and outreach to local businesses to promote the program. f. BMR Program Reports: The CONSULTANT will provide written quarterly reports to staff and the City Council on the general status of the BMR program administration, including: i. General Program Activity ii. BMR compliance (see item #3) iii. Loan activity (see item #4) iv. Current inventory of all affordable units within Gilroy City limits (including notation of units in default or foreclosure, etc.) v. Resale value of all BMR homes as requested by the County, annually vi. Other information as needed for County and State reporting g. Weekly virtual meeting with the CITY, quarterly in-person meetings with the CITY as needed, and annual in-person meetings with City Council. Deliverables: Quarterly BMR Program Reports, weekly customer service requests tracking, monthly virtual Program Orientations, separately in English and Spanish, quarterly in-person Program Orientations, weekly city staff meetings, and in-person marketing as specified above. Resale, etc., documents/agreements drafted and recorded as necessary 3. Annual BMR Compliance Monitoring a. BMR Homeowner Certification: The CONSULTANT will coordinate with homeowners annually via email or U.S. Postal Service mail to certify that the Residence Owner continues to comply with the signed BMR Re -Sale Agreement, including living in the BMR home as their principal residence. The CONSULTANT will work with the City to remedy potential BMR defaults in accordance with the BMR Re-Sale Agreement. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -3- 4835-2267-0361v1 LAC\04706083 b. 100% Affordable Developments annual recertification, including vacancy and rent information reporting. Deliverables: Annual Compliance Reports 4. Loan Administration a. The CONSULTANT will maintain an updated database, to be owned by the City, of all down payment assistance and other housing loans (borrower name and address, loan amount, interest rate, loan term, loan distribution date, and due date). This database will also include the principal and interest received from loan payoffs and any principal written off due to foreclosure or other default. b. The CONSULTANT will monitor existing down payment assistance and other housing loans annually to ensure that the borrower complies with the loan agreement (e.g., current homeowner insurance, the Residence Owner continues to reside on the property). In case of default, the CONSULTANT will contact the owner and work with the City to see that the loan is repaid, and with the City’s permission, will, in certain circumstances, process a loan modification. c. The CONSULTANT will process all reconveyance documents, subordinations, and legal recordings required when down payment assistance and other housing loans are paid off or refinanced (on an as-needed basis). d. The CONSULTANT will process all documents required, income calculations for qualifications, etc., for new City down payment assistance loans. Deliverables: The existing loan database and updated list are provided as loans are paid off and new loans are created. Loan documents drafted and recorded as necessary. 5. BMR Home Sales/Resales/Acquisition (on an as-needed basis) a. BMR Available Unit Marketing: The CONSULTANT will work with each Developer, Homeowner, and/or the City to market the availability of new and resale BMR homes via Multiple Listing Service and flyer distribution to the general public and on the CONSULTANT's BMR website to eligible households who have expressed interest in the BMR program. This task will include providing marketing materials, including flyers in English and Spanish, to City staff for the City’s website, to place on the CONSULTANT's BMR program website, and CONSULTANT's social media accounts. b. Sales/Rental Prices: The CONSULTANT will keep current and publish on the CONSULTANT's Gilroy BMR webpage, updated Santa Clara County income limits, and other information necessary to set the sales prices of new and existing BMR homes being offered for resale up to date. The CONSULTANT will provide literature showing rent amount/income eligibility per income category/occupancy standards/bedroom count information for rental units (city to provide a sample document), provided in English and Spanish annually or as updated by HCD. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -4- 4835-2267-0361v1 LAC\04706083 c. Homeowner Eligibility: The CONSULTANT will submit the data on each eligible applicant to the City for approval before formalizing any Agreement. d. BMR Homeowner Documents: The CONSULTANT will coordinate with the Developer, lender, Title Company, and homeowner and review all required documents to ensure that each BMR Residence Owner household meets the requirements of the BMR program. The CONSULTANT will prepare and record all legal documents required for each BMR homebuyer. The CONSULTANT will create both a hard file and an electronic version of pertinent documents for each Residence Owner transaction. Hard files, including all original recorded documents, will be kept in Gilroy’s office in the Housing and Community Services Division storage area. e. BMR Preservation Program: The CONSULTANT will work with City and County staff to implement the BMR Preservation Program by coordinating with the CITY to purchase available resale BMR Residences with County loan or City funds, including setting up escrow and drafting purchase agreements, etc. The CONSULTANT will work with a local Realtor to manage the rehab of the property, market to income-qualified households, conduct a lottery, and set up escrow for resale (see d. for additional resale requirements), etc. Deliverables: Marketing materials (English & Spanish); Sales prices & related information (upon request); HCD/Santa Clara County Rent Limits annual document, homeowner eligibility data; BMR Homeowner documentation/files, BMR Preservation Program acquisitions and resale transaction documentation. 6. Housing Fund / BMR Programs: The CONSULTANT will work with City staff to recommend, develop, and implement programs using the City of Gilroy Housing Trust Fund and Deferred Down Payment Assistance Loan cash funds. City Council will approve any new programs under this task. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE ONBOARDING OF THE BELOW MARKET RATE (BMR) HOUSING PROGRAM CONSULTANT shall conduct onboarding of the comprehensive BMR program beginning contract effective date, July 1, 2026, and ending within 60 days after issuance. During this on- boarding process, the CONSULTANT shall generate the following deliverables for the BMR Housing Program: • Create and host a custom City of Gilroy webpage linked to City of Gilroy HCS Below Market Rate webpage for the program, clarifing program information, contact information, application links, and provide downloadable access to key forms for program participants. • Conduct a comprehensive review of the current program guidelines, application guides, developer agreements and loan documents to determine if there might be any recommendations for consideration based on best practices or trends that they have seen that may improve the program. This review will also incorporate approved adjustments in administration processess determined in partnership with the city to ensure public facing materials align with any new administration practices. • Within the first 30 days, CONSULTANT will interview key city staff to understand if there are any policy or programmatic shifts that may need to be memorialzed in existing documents as part of the onboarding process. • CONSULTANT team will host portfolio transition meetings and work with the CITY and the City's Fiscal Year 2026 BMR Program Admistrator, as necessary, to ensure customer files and applicant information is transitioned effectively and with sensitivity to personal and financial information. • A full inventory of current tools and forms utilized in the program will be used to build out outdated templates, forms, and applications, including building an outline pre- application and purchase application platform to support ownership and rental eligibility review practices. • All draft froms and public access links will be reviewed, approved, and tested before publishing. • Index of all BMR units (homeownership and tax credit apartment developments), including owners/property managers, deed restriction details, and loan terms and amounts. All pertinant current homeownership and tax credit apartment development files will be digitized and a Gilroy data storing system will be built out to include data tracking fields in consultants Homekeeper database. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 -2- 4835-2267-0361v1 LAC\04706083 • Draft and send an introduction letter to all BMR homeowners, HOA Board Chairs, Tax Credit Apartment Developments, property owners, as well as any applicant interest list or wait list announcing the change in the CONSULTANT. • Correspondence with existing program partners (SCC Office of Supportive Housing, Lenders, Appraisers, Escrow Services, Agents) will be conducted to ensure a seamless transition and minimal disruption in support services. • Estabilish initial ongoing meetings with key personnel associated with existing program partners to ensure effective communication and points of contact are established. BMR PROGRAM ADMINISTRATION In addition to these milestones, other deliverables by the CONSULTANT are expected to be delivered during the following timeframes: 1. BMR Program Reports: The CONSULTANT will provide written quarterly reports to staff and the City Council on the general status of the BMR program administration, including: a. General BMR Program Activity, b. Monthly open customer service requests tracking, c. Monthly virtual Program Orientations, separately in English and Spanish, d. Quaterly in-person Program Orientations, and e. In-person marketing as specified in Scope of Services. Below data will be delivered to staff during weekly meetings (or via email in between meetings as necessary) as updates to status occurs. 2. BMR compliance as updates occur (see item #3 in Scope of Services - Deliverables) 3. Loan activity as updates occur (see item #4 in Scope of Services - Deliverables) 4. Current inventory of all affordable units within Gilroy City limits (including notation of units in default or foreclosure, etc.) as updates occur. 5. Miscellaneous Reporting and Meeting Requirments: a. Resale value of all BMR homes as requested by the County, annually. b. Other information as needed for County and State reporting. c. Weekly virtual meeting with Gilroy city staff, quarterly in-person meetings with staff as needed, and annual in-person meetings with City Council. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The CONSULTANT will submit monthly invoices of $14,000 per month for year one and $14,560 per month for year two. Other fees, such as the Unit Rehab Coordination and Management will be added services, as requested by the CITY. The one-time Program Setup Fee of $15,000 shall be paid upon completion of the setup services and acceptance by the City, following receipt of a valid invoice from the CONSULTANT. If the CITY executes the three one-year extension options, the monthly fee is $15,142 for year three, $15,748 for year 4, and $16,378 for year 5. Other fees will be added for services as requested by the CITY. Years 2-5 rates include the 4% cost-of-living* (COLA) adjustment. The CONSULTANT will not invoice for cost incurred for basic office functions such as phone lines, postage, photocopying and other office equipment. FIVE- YEAR CONTRACT "NOT TO EXCEED" SUMMARY Year Period Annual Cost Setup Other Total 1 7/1/2026-6/30/2027 $168,000 $15,000 $9,000 $192,000 2 7/1/2027-6/30/2028 $174,720 $0 $9,360 $184,080 [Total for 2-Year Contract $376,080] 3 7/1/2028-6/30/2029 $181,709 $0 $9,734 $191,443 4 7/1/2029-6/30/2030 $188,977 $0 $10,124 $199,101 5 7/1/2030-6/30/2031 $196,536 $0 $10,529 $207,065 Grand Total $973,689 A detailed breakdown of the fees is provided below. PROGRAM SETUP Digitization of BMR files, create service files for $4,000 one-time fee all BMR programs and loan participants, build out online file directory Build program specific webpage, online Pre-application $2,500 one-time fee and Purchase Application Revise existing Program manuals, forms and $4,500 one-time fee documents to include current administrative practices, logos and contact info and recommendations based on best practices Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 4835-2267-0361v1 LAC\04706083 Send out introduction communications to all $1,000 one-time fee BMR Owner's, Property Managers and existing program partners - coordinate meetings to further introduce our team and key points of contact. Build out BMR Program Application Workshop Materials $3,000 one-time fee TOTAL $ 15,000 PROGRAM ADMINISTRATION Program Administration Total (Year 1) $14,000 per month / $168,000 per year Program Administration Total (Year 2) $14, 560 per month / $174,720 per year In addition to the deliverables in the Scope of Services, the following tasks are included with the monthly fee: • Field and track inquiries from the public, triage response and share actions with the City • General portfolio reporting on status, inquiries, trends and resolutions • Review and update, as necessary BMR Program Policies, Guidelines, Procedures and Agreements • Ownership Monitoring, data collection in CRM database, follow-up tracking and reporting • BMR Rental Compliance monitoring audits for each development • Maintain and update web page with updated income eligibility tables, programmatic information and relevant BMR ownership and rental housing information • Develop and maintain BMR Interest List • Develop and disseminate marketing materials for use by the CITY, for the CONSULTANT's e-newsletter blasts, social media, interest lists and for peer organizations. • Identify and onboard preferred lenders and HUD approved homebuying counseling agencies conduct training on the program throughout the year around sale campaigns. • Provide annual trainings to Property Management teams on annual compliance and recertification activities. • Coordinate with Development Sales Teams to facilitate closing process workflow, communication protocols, marketing collateral and status updates for new BMR pipeline. • Meetings with City staff to review program status, transaction status and inquiries. Produce reports as requested. • Ongoing training and oversite of the CONSULTANT team. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1 4835-2267-0361v1 LAC\04706083 PROGRAM TRANSACTIONAL FEES New BMR Ownership Sales (Paid by Owner) 3% of sales price / Max $18,000 Ownership Resales (Paid by Owner) 6% of sales price / Max $36,000 BMR Preservation Activities: City Buyback, 6% per sales price / Max $40,000 New Resale (Built into Resale Price ) 3% of Resale Restriction Price & 3% of New Sales Price Unit Rehab Coordination and Management $225 per hour (Dependent on Scope of Rehab Activities) Refinance, Subordination Requests, Loan Payoffs $1,200 per transaction (Paid by Lender/Owner) Other Fees Rates* REIMBURSABLE COSTS Language Translation Services actual cost plus 10% including ASL interpretation services (excluding English/Spanish deliverables in the Scope of Services) HOURLY CONSULTING FEES* (for services outside base scope described above) President $ 250 Program Manager $ 175 Program Specialist $ 175 Loan Closing Specialist $ 135 Construction Project Manager $ 225 *These fees are subject to an annual COLA of 4%, beginning July 1, 2027. Docusign Envelope ID: ABEBA769-8B14-8F5A-8302-528429E241B1