HomeMy WebLinkAboutAgreement - Economic Consultants Oregon Ltd. - ECONorthwest Inclusionary Housing Framework Agreement - Signed 2023-06-07City of Gilroy
Agreement/Contract Tracking
Today’s Date: June 2, 2023 Your Name: Monica Sendejas
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0266
Contract Effective Date:
(Date contract goes into effect)
6/1/2023
Contract Expiration Date: 12/31/2024
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Economic Consultants Oregon dba ECONorthwest
Contract Subject:
(no more than 100 characters)
ECONorthwest Inclusionary Housing Framework Agreement
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$77,133
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
Sharon Goei, Community Development Director
23-RFP-CDD-488
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 1st day of June, 2023, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Economic Consultants Oregon LTD dba ECONorthwest, having a
principal place of business at 222 SW Columbia Street #1600, Portland, OR 97201.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on June 1, 2023 and will continue in effect through
December 31, 2024 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.
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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 $77,133.
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
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting “direct expenses” referenced on Exhibit “A.”
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,
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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 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.
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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 in 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
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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 requi re 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.
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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
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 perform ance 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 CIT Y 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.
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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:
Economic Consultants Oregon LTD dba
ECONorthwest
CITY OF GILROY
By: By:
Name: Tyler Bump Name: Jimmy Forbis
Title: Partner Title: City Administrator
Social Security or Taxpayer
Identification Number 93-0639592
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Approved as to Form ATTEST:
City Attorney City Clerk
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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 Chris Blakney, 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, Sharon Goei
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
may 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.
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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, inv oices,
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.
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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 oral
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.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Sharon Goei
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Tyler Bump
ECONortwest
222 SW Columbia Street, Suite 1600
Portland, OR 97201
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, other 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.
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EXHIBIT “B”
SCOPE OF SERVICES
Scope of Work for City of Gilroy Inclusionary Housing Framework/Affordable Housing
Incentives Recommendations (RFP No. 23-RFP-CDD-488)
Project Understanding
The City of Gilroy aims to develop and implement a City-wide Inclusionary Housing Ordinance
(IHO) to enhance affordable housing production in line with the RHNA for the 2023-2031 6th
Cycle. The IHO would allow alternative compliance methods to not deter housing development
while prioritizing affordable housing development in higher resource areas of the City.
Moreover, it would be structured to include development incentives that exceed the state’s
density bonus policy to increase housing choice and mobility for lower-income and special needs
households. Also, because household incomes in Gilroy tend to be lower than the regional
median, housing that would be considered affordable for a median household in the region would
not necessarily be affordable in Gilroy.
The Consultant believes that the success of this project requires an approach that considers a
wide breadth of policy alternatives beyond those suggested in the RFP. To make meaningful
progress toward the City’s goals for improving housing affordability, the Consultant intends to
provide useful analyses and information for the City staff and the City Council to consider as
they plan for housing and economic development strategies that can last beyond this Housing
Element cycle.
The City of Gilroy is facing primarily two housing affordability challenges. On one hand, the
City needs to keep up with the demand for new units to house the growing population. Between
2010-2020, the City grew faster than the county and most of the nearby cities. Many of the new
households are seeking a more affordable alternative while staying within the Bay Area. The
new units are more likely to be for moderate-income to high-income households in lower-density
zones on the west side of the city. On the other hand, the City needs to maintain affordability for
long-term residents who are facing price pressures. Seniors and farmworkers are concerned
about finding affordable rental housing, let alone obtaining homeownership. The site inventory
in the draft Housing Element suggests new housing for lower-income residents are likely to be
concentrated in and near the downtown area where higher-density development is allowed.
Analytical Framework
Because there already are many challenges for market-rate housing development—beyond those
related to the current macroeconomic environment—affordable housing development will
require additional incentives, both regulatory and financial. Like other investments, residential
development (market rate) competes for capital in a marketplace that balances risk against rates
of return. When rates of return in a particular area are low relative to alternative investments,
capital flows elsewhere. This presents a challenge for inclusionary policies that require mixed-
income development, which adversely impacts development feasibility (through lower net
income per unit) unless there are mitigating factors. When designing inclusionary policies,
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jurisdictions must consider the tradeoffs associated with different policy levers that may include
income limit, set-aside amount, eligibility and term, and alternatives such as fee-in-lieu. A well-
crafted policy should also consider incentives and amendments to development standards for
inclusionary housing and affordable housing developments.
Designing an IHO with development incentives can be complex and controversial. Local
jurisdictions must navigate affordable housing goals and other public benefits, while also
understanding the tools’ effectiveness are shaped by the local market for housing. If affordability
requirements are too stringent, local governments run the risk of a net loss of housing supply
(both affordable and market-rate). This undersupply by extension perpetuates the problem the
policy is intended to mitigate. And if the requirements are too loose, jurisdictions risk having a
policy that is ineffective at meeting local housing objectives and the needs of its residents.
Consequently, local jurisdictions must understand the conditions of their respective market to
calibrate the policy, mitigate potential adverse impacts, and incent the production of affordable
housing.
The Consultant intends to work closely with the City to inform the development of an IHO, a
menu of alternatives to on-site construction of inclusionary units, and recommendations for
development standard modifications that are tailored to the local market context. The Consultant
team understands policy changes can have no material impact on housing outcomes or lead to
unintended consequences if they are not aligned with the economic feasibility of market-rate
housing production. Because the policy changes will influence the decision-making process of
housing developers who act with private capital, the Consultant intends to produce an analysis
that explains in plain language to the City staff and the City Council various considerations
related to IHO. The Consultant also recognizes that a successful approach will require a thorough
analysis, stakeholder engagement, and alignment with State requirements and policies.
Project Approach
Task 1: Project Management
The kickoff meeting will provide an opportunity to ensure that the Consultant team is in
alignment with City staff on the work plan, the proposed schedule, and our role. We will
introduce the whole team, establish communication protocols, and set up regular (biweekly)
progress meetings. The progress meetings will focus on either presentation of new deliverables
or a status update on the work to date. The Consultant can refine the work plan and schedule
based on discussions with the City staff. The Consultant anticipates the kickoff meeting and the
ongoing project team meetings to be held virtually.
If desired by the City, the Consultant team would like to schedule a virtual workshop with the
City staff and/or City Council members to present an overview of key elements of an
inclusionary housing policy. The Consultant plans to review key concepts, how they relate to
each other, and what levers are typically available to local governments. The goal of the
workshop is to build a common understanding between the City and the Consultant team on how
inclusionary housing ordinances work and identify the best means of communicating the
information to community members.
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Deliverables:
Project Kickoff Meeting
IHO Workshop
Task 2: Policy Review
The Consultant team will review the City’s draft Housing Element, Downtown Specific Plan,
Neighborhood District Policy, and former Residential Development Ordinance Exemption
Policy. In addition to reviewing City documents, the Consultant team would like to meet with
City staff to gain a greater understanding of the project’s context. The Consultant would like to
learn how the City envisions the role of IHO in the context of other policies that are supportive
of affordable housing development and housing production in general. The Consultant would
also like to learn about the site inventory in the draft Housing Element, potentially developable
sites not listed in the site inventory, and any ongoing rezoning efforts.
As a component of the policy review, if appropriate, the Consultant will engage with the
Consultant's partner firm, Meridian Consultants, or the City’s preferred CEQA advisory partner
to determine an appropriate level of CEQA review. Through this engagement, the Consultant
will review the City’s planning documents and coordinate with the Consultant on the range of
policy options considered for this project. The Consultant does not believe an inclusionary
housing requirement or in-lieu options alone would qualify as a project under the CEQA.
However, the possibility that additional density bonus or land use changes not covered under the
City’s General Plan EIR could qualify as a project. In consultation with the Consultant's partners,
the Consultant has reserved an appropriate budget allocation for this high-level review in the
budget estimate if required.
Task 3: Housing Market Study
Task 3.1: Existing Conditions Analysis
In this task, the Consultant will conduct a comprehensive assessment of the current housing
market conditions in the City of Gilroy, including an evaluation of housing supply and demand,
housing affordability, development costs for both market-rate and affordable housing, and the
demographic and economic factors influencing the local market. This analysis will provide a
baseline understanding of the housing landscape and enable us to identify key challenges and
opportunities for the development of an IHO.
Task 3.2: Comparative Analysis of Inclusionary Housing Programs
The Consultant will analyze best practices and lessons learned from other jurisdictions that have
implemented inclusionary housing policies. By examining the successes and challenges of these
programs, the Consultant will gather valuable insights for developing effective strategies and
policy options that can be tailored to the unique context of the City of Gilroy. Key program
components are the percentage of inclusionary units required (also called a “set-aside”), income
limits, minimum units for the IHO to be applicable, and fee-in-lieu as an alternative form of
compliance with the IHO. Other key policies to understand are additional allowances or
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exemptions in development standards that are implemented in coordination with the IHO. These
development incentives are critical for offsetting the negative impacts of an IHO on development
feasibility. This policy review will rely on the Consultant's previous work as well as works by
other policy-oriented organizations such as think tanks. It will prioritize jurisdictions that are
comparable to the City of Gilroy.
Task 3.3: Prototypes Development
The Consultant's analytical approach relies on using real estate economics to understand the
impacts of policy changes. Real estate actors regularly use pro forma analysis to model the
revenues and costs of potential developments and evaluate their returns. The Consultant proposes
to employ a common financial pro forma method called a residual land value (RLV) analysis to
analyze the impact of regulatory and incentive changes on development feasibility.
Implementing this approach requires an assumption about the physical scale of potential
developments. So, the Consultant will develop hypothetical development concepts called
prototypes based on the City’s development standards and specific plans. The Consultant will
also consider prototypes with building envelopes that exceed currently allowed limits to
demonstrate policy alternatives. The prototypes will be largely based on recent developments in
similar housing markets. Prototypes will include at least three ownership types and three
residential rental types.
At the end of Task 3, the Consultant will submit for the City’s review a Housing Market Study
that includes a summary of existing conditions, inclusionary housing best practices, and
proposed prototypes.
Deliverables:
• Housing Market Study
Task 4: Feasibility Analysis
Task 4.1: Market-Rate Developments
Before the Consultant can assess the economic reality of various options for an inclusionary
housing policy and incentives, the Consultant needs to first understand the forces that influence
market-rate development. Upon the City staff’s approval of the prototypes, the Consultant will
use the most recently available housing market data to prepare an economic feasibility study of
various market-rate developments under current market conditions. This analysis will
incorporate information generated from Tasks 2 and 3 as well as information gained from
conversations with City staff about developable sites and existing conditions. The Consultant
plans to ground-truth the findings in this analysis with recent or proposed developments in and
near Gilroy.
Task 4.2: Inclusionary Housing and Development Incentives
In consultation with City staff, the Consultant will develop different policy alternatives and
evaluate their impacts on the economic feasibility of residential development. The Consultant
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will also explore a range of potential structures and incentives for developers, such as density
bonuses and heights, relaxed setback and lot coverage requirements, expedited permitting, and
reduced parking requirements, to encourage the creation of affordable housing units. The
Consultant will analyze the development incentives in the context of recent statewide legislation
that impacts multifamily developments (e.g., AB 2097 which reduces parking requirements, AB
2011 and SB 6 which allow multifamily uses on commercial land). The pro forma analysis will
estimate residual land value under each policy alternative for each analyzed prototype (though
not all prototypes may be applicable to each policy alternative). The Consultant can also conduct
a sensitivity analysis to show how the findings change with different revenue assumptions (e.g.,
market rent), cost assumptions (e.g., construction costs, and land costs), and development
standards (e.g., density limits). The Consultant's goal will be to help the City of Gilroy
understand the potential impacts and tradeoffs of inclusionary housing policy options and fee
modifications so that the City can determine an appropriate policy. The Consultant plans to
communicate in terms of trade-offs between the number of affordable units and the level of
affordability.
Upon completion of the Consultant's feasibility analysis and sensitivity tests, the Consultant will
produce a technical report that summarizes the key assumptions and findings.
Deliverables:
• Technical Report on Feasibility Analysis
Task 5: Developer Focus Groups and Community Workshop
Engaging with key stakeholders, such as developers, community organizations, and housing
advocates, is crucial to the success of any inclusionary housing policy. The Consultant
recognizes the importance of engaging a diverse array of community interests in the
development of effective housing policies. To ensure that the Consultant's findings and
recommendations consider the perspectives of all relevant stakeholders, the Consultant proposes
to work with the City staff to identify key stakeholder groups and community representatives
who would provide valuable information in focus groups. The City’s existing networks with
community organizations, housing advocates, and local business owners can be valuable to the
engagement process.
The Consultant will organize and facilitate two (2) focus group meetings with key stakeholders,
one with market-rate developers and another with affordable housing developers. The
development community may have very specific inputs on how an IHO would influence rental
developments compared to ownership developments, for example. The Consultant can leverage
their existing relationships in the development community to organize these focus group
meetings. The Consultant will work with the City staff to include the City’s existing
relationships in the development community. These meetings will be held virtually and hosted by
the Consultant.
The Consultant will organize and facilitate one (1) public workshop with community members.
This open house event will provide an opportunity for community members to share their
insights, concerns, and suggestions regarding the analyzed housing policies and development
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incentives. The Consultant will use their valuable input to develop the Consultant's
recommendations and ensure that they address the diverse needs and priorities of the community.
This meeting will be held in person at the City Hall. The Consultant will work with City staff to
arrange the logistics of the meeting.
Deliverables:
• Developer Focus Groups (2)
• Community Workshop (1)
Task 6: Recommendations Report
Task 6.1: Draft Recommendations Report
Upon completion of the Consultant's research and stakeholder engagement activities, the
Consultant will produce for the City staff a report that consolidates the Consultant's findings and
recommendations. The Consultant will develop a comprehensive set of recommendations for an
inclusionary housing program tailored to the specific context of the City of Gilroy.
The report will include the following components:
A summary of IHO in comparable jurisdictions
A brief overview of feasibility study methodology
Key aspects of the recommended inclusionary housing program, such as appropriate
income brackets, optimal set-asides, other affordability requirements, and alternative compliance
options. The Consultant's recommendations may vary for rental and ownership units.
Recommended range of fee-in-lieu amounts that are based on potential development
outcomes possible with the recommended inclusionary housing requirements.
A menu of development incentives designed to offset negative impacts of the
recommended inclusionary housing requirements on development feasibility.
An appropriate level of CEQA review for the adoption of an IHO or related development
incentives.
The Consultant will determine with the City staff an appropriate time to review the draft report
before meeting with the Consultant team to provide feedback and discuss any desired revisions.
The Consultant is committed to working closely with City staff to ensure that the work products
effectively address any concerns and provide actionable recommendations for inclusive and
effective housing policies in the City of Gilroy.
Task 6.2: Public Review Draft
The Consultant will use the Draft Recommendations Report and feedback from the City staff to
prepare a Public Review Draft of the recommended inclusionary housing policy. The Consultant
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will determine with the City staff the appropriate level of detail and visual quality of the Public
Review Draft. On the one hand, the Consultant can keep most of the content from the Draft
Recommendations Report. This would produce a lengthy document that makes technical
information available to the public. On the other hand, the Consultant has in-house designers
who can prepare a brief summary of the report with more graphical features. This would
summarize in four (4) to ten (10) pages key information from the report without most of the
technical detail. The Consultant will coordinate with the City on any required public comment
period.
Task 6.3: Final Recommendations Report
The Consultant will produce a Final Recommendations Report that the City staff can submit to
the City Council along with staff recommendations for an IHO. This task will focus on the
refinement of the Draft Recommendations Report or the Public Review Draft and not include
any new analysis. If desired, the Consultant can allocate our time to also assist the City staff with
the preparation of presentation materials.
Deliverables:
Draft Recommendations Report
Public Review Draft
Final Recommendations Report
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EXHIBIT “C”
MILESTONE SCHEDULE
Task 1: Project Management: June 2023 to February 2024
Task 2: Policy Review: July 2023
Task 3: Housing Market Study: July to August 2023
Task 4: Feasibility Analysis: September to October 2023
Task 5: Developer Focus Groups and Community Workshop: October 2023
Task 6: Recommendations Report: October 2023 to February 2024
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EXHIBIT “D”
PAYMENT SCHEDULE
The consultant will submit invoices, not more often than once a month during the term of the
Contract, based on the cost for services performed prior to the invoice date. Invoices shall contain
the following information: the beginning and ending dates of the billing period; Budget Summary
including budget spent to date and budget remaining; and a summary of each work task including a
brief description of the work, and the name and hours spent by each person doing the work.
The total budget including a 10% contingency allowance is $77,133. See attached budget
summary breakdown for additional details.
The budget for each task below includes a 10% contingency allowance.
Task 1: Project Management: $7,978
Task 2: Policy Review: $7,822
Task 3: Housing Market Study: $14,000
Task 4: Feasibility Analysis: $11,911
Task 5: Developer Focus Groups and Community Workshop: $10,767
Task 6: Recommendations Report: $24,656
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Task 1: Project
Management Task 2: Policy Review Task 3: Housing Market
Study
Task 4: Feasibility
Analysis
Task 5: Developer
Focus Groups and
Community Workshop
Task 6:
Recommendations
Report
ECONorthwest
Chris Blakney 280 10 2 4 4 16 20 56 $15,680 20%
Ian Carlton 320 2 2 2 - - 8 14 $4,480 6%
James Kim 170 22 8 20 20 20 26 116 $19,720 26%
Emmanuel Lopez 155 - 8 16 - - 20 44 $6,820 9%
Other Associates 155 - 8 32 40 2 42 124 $19,220 25%
Hours 34 28 74 64 38 116 354 65,920 85%
Non-Labor Expenses Task 1: Project
Management Task 2: Policy Review
Task 3: Housing Market
Study
Task 4: Feasibility
Analysis
Task 5: Developer
Focus Groups and
Community Workshop
Task 6:
Recommendations
Report Expense Totals % of Budget
Travel $0 $0 $0 $0 $1,400 $0 $1,400 2%
Reproduction/Printing $0 $0 $0 $0 $100 $0 $100 0%
CEQA Revew $0 $2,000 $0 $0 $0 $0 $2,000 3%
Total $0 $2,000 $0 $0 $1,500 $0 $3,500 5%
Totals by Task Task 1: Project
Management Task 2: Policy Review
Task 3: Housing Market
Study
Task 4: Feasibility
Analysis
Task 5: Developer
Focus Groups and
Community Workshop
Task 6:
Recommendations
Report Totals Summary of Expenses
$$7,180 $5,040 $12,600 $10,720 $8,190 $22,190 Labor $65,920 85%
Direct Expense $0 $2,000 $0 $0 $1,500 $0 Non-Labor $3,500 5%
Contingency $798 $782 $1,400 $1,191 $1,077 $2,466 Contingency $7,713 10%
Total by Task $7,978 $7,822 $14,000 $11,911 $10,767 $24,656
% of Total Budget 9%7%16%14%11%29%Total Budget $77,133
HOURS BY TASK TOTALS
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Policy_OLCA_CertificateOfInsurance
www.saif.com
400 High Street SE
Salem, OR 97312
P: 800.285.8525
F: 503.584.9812
Certificate holder:
CITY OF GILROY
7351 ROSANNA STREET
GILROY, CA 95020
The policy of insurance listed below has been issued to the insured named below for the policy period
indicated. The insurance afforded by this policy is subject to all the terms, exclusions and conditions of
such policy; this policy is subject to change or cancellation at any time.
Insured
Economic Consultants Oregon LTD
Eco Northwest
222 SW Columbia St Ste 1600
Portland, Or 97201-6616
Producer/contact
Hub International Northwest LLC-Eugene
Mike Godfrey
541.650.6772 mike.godfrey@hubinternational.com
Issued
Policy
Period
05/23/2023
356035
04/01/2023 to 04/01/2024
Limits of liability
Bodily Injury by Accident
Bodily Injury by Disease
Body Injury by Disease
$1,000,000 each accident
$1,000,000 each employee
$1,000,000 policy limit
Description of operations/locations/special items
Gilroy IH Framework and AH Incentives / ECO #25689
Important
This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate
does not amend, extend or alter the coverage afforded by the policies above. This
certificate does not constitute a contract between the issuing insurer, authorized representative or producer and the
certificate holder.
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
THEREOF, NOTICE WILL BE DELIVERED TO THE POLICYHOLDER AND CERTIFICATE HOLDER IN
ACCORDANCE WITH THE POLICY PROVISIONS AND OREGON LAW. SAIF WILL ENDEAVOR TO PROVIDE
WRITTEN NOTICE WITHIN 30 DAYS WHENEVER POSSIBLE.
Authorized representative
Chip Terhune
President and CEO
Oregon Workers’ Compensation
Certificate of Insurance
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