HomeMy WebLinkAboutCC Resolution 13261 - MOU to Formalize Collaborative Efforts to Conduct a West Valley Shelter Feasibility Study RESOLUTION NO. 13261
BEING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CAMPBELL APPROVING,AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A MEMORANDUM OF UNDERSTANDING WITH THE CITIES
OF CUPERTINO, MONTE SERENO, SARATOGA AND THE TOWN OF
LOS GATOS FOR THE COMPLETION OF A WEST VALLEY SHELTER
FEASIBILITY STUDY
WHEREAS, on April 18, 2023, the City Council adopted the 2023-2031 Housing
Element which included Policy H-5e which calls for coordination with adjacent West
Valley Cities to develop a regional Homeless Shelter Program;
WHEREAS, on July 2, 2024, the City Council allocated American Rescue Plan Act
("ARPA") funds for completion of a shelter feasibility study that encompasses the West
Valley cities: Campbell, Cupertino, Monte Sereno, Saratoga and Los Gatos ("West
Valley Cities");
WHEREAS, on December 15, 2024, the City entered into an agreement with Good City,
Co. to prepare a shelter feasibility study on behalf of the West Valley Cities;
WHEREAS, the City of Campbell will serve as the lead organization and the additional
West Valley Cities will serve as partner organizations for the completion of the feasibility
study;
WHEREAS, the City and the additional West Valley Cities wish to collaborate and align
their objectives for the benefit of the community by preparing a feasibility study for
potential temporary and emergency housing facilities and programs in the West Valley
Area by entering into a Memorandum of Understanding.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell
hereby approves and authorizes the City Manager to execute, a Memorandum of
Understanding with the Cities Cupertino, Monte Sereno, Saratoga and the Town of Los
Gatos to formalize collaborative efforts to conduct a feasibility study related to potential
temporary and emergency housing facilities.
PASSED AND ADOPTED this 18th day of February, 2025, by the following roll call vote:
AYES: Councilmembers: Bybee, Hines, Scozzola, Furtado, Lopez
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
APPROVED:
Sergio Lopez, Mayor
ATTEST: /.7,r Cl 7e:W414. C4
Andrea San ?Is, City Clerk
MEMORANDUM OF UNDERSTANDING
BETWEEN
City of Campbell
70 N. First Street
Campbell, CA 95008
PMP
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
City of Monte Sereno
18041 Saratoga -Los Gatos Road
Monte Sereno, CA 95030
City of Saratoga
13777 Fruitdale Avenue
Saratoga, CA 95070
Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
1. Purpose
The purpose of this Memorandum of Understanding (MOU), effective as of the date of the last
signer hereto, is to formalize the collaborative efforts between five parties, the Cities of Campbell,
Cupertino, Saratoga, Monte Sereno, and the Town of Los Gatos (individually"party" and together
"parties") to conduct a feasibility study ("feasibility study") for the possible development of
temporary and emergency housing facilities and programs to service the unhoused population
within the five jurisdictions. Collectively the five jurisdictions encompass the West Valley area
("West Valley Area") of the County of Santa Clara. The City of Campbell has funded and executed
an agreement with a consultant, Good City Co., to evaluate the feasibility of establishing temporary
and emergency shelter services in the West Valley Area to serve the five parties. This MOU outlines
the roles, responsibilities, and expectations of each party in relation to the feasibility study and next
steps. Accordingly, the parties agree as follows:
2. Scope of the Feasibility Study
The feasibility study will include the following components:
• Needs Assessment: Evaluating the existing unhoused population within the West Valley
area as a whole to understand any unique demographic and service needs.
• Stakeholder Engagement: Gathering input from community members, local government,
and other key stakeholders concerning unhoused service needs.
Feasibility Study: Analysis and recommendations concerning feasible temporary or
emergency housing facilities and services that can be provided in the West Valley area to
serve the needs of the unhoused population. This will include an evaluation of the initial
and ongoing costs and capacity to support different housing facilities but not provide any
site specific analysis for a new facility.
3. Roles and Responsibilities
City of Campbell (Lead Organization):
• Lead the overall management on preparing the feasibility study.
• Manage the Consultant contract with Good City, Co.
• Provide project oversight, including the scheduling of meetings and deadlines.
• Collect data regarding the needs for shelter services in the community as requested by the
Consultant.
• Provide funding or resources, as applicable, to support the study.
• Receive and review the final feasibility report and recommendations before the City
Council.
City of Cupertino, Monte Sereno, Saratoga and Town of Los Gatos (Partner Organizations):
• Assist in data collection and needs assessment, particularly with regard to the target
population as requested by the Consultant.
• Participate in stakeholder engagement and community outreach efforts as needed.
• Help identify potential funding sources and grant opportunities, if needed, to support the
feasibility study and any further implementation actions.
• Review and provide input on the Needs Analysis and the Feasibility study reports.
• Receive and review the final feasibility report and recommendations before the respective
City or Town Council.
4. Timeline
The feasibility study by Good City, Co. will begin in January 2025 and is expected to be completed
by October 2025.
5. Funding and Resource Allocation
The City of Campbell will be responsible for funding the $99,000 associated with the estimated cost
of the feasibility study. In the case that additional funding is required to complete the feasibility
study, all parties will negotiate in good faith with shared responsibility to secure the necessary
financial resources.
6. Confidentiality
All parties agree to maintain confidentiality regarding any sensitive or proprietary information
exchanged during the course of this collaboration. Information gathered during the feasibility study
will only be shared with relevant stakeholders, and only as required to complete the study. All
parties also acknowledge that they are subject to the California Public Records Act (CPRA). Should
a request come in that might call for confidential information related to this MOU, the party
receiving the request will give prompt notice to the other parties if any documents are to be
released.
7.Ownership of Study Results
The final report and any associated findings, data, or documents generated from the feasibility
study will be jointly owned by the City of Campbell and the Cities of Cupertino, Monte Sereno,
Saratoga and Town of Los Gatos. All parties agree to work together to determine howthe results will
be distributed and used, including any publication, presentations, or applications for funding.
9. Modification of the MOU
This MOU may be amended or modified only by mutual written consent of the parties. Any
modifications will be documented and signed by authorized representatives of the organizations.
10. Termination
Any party may terminate this MOU with thirty (30) days written notice to the other parties. In the
event of termination, the parties will agree on the disposition of any materials, data, or funding
associated with the feasibility study.
11. Indemnification and Insurance
The parties agree that all losses or liabilities incurred by a party shall not be shared pro rata
pursuant to Government Code Section 895.6 but, instead, the parties agree that, pursuant to
Government Code Section 895.4, to the fullest extent permitted by law, each of the parties hereto
shall fully indemnify and hold each of the other parties, their officers, board members, employees,
and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as
defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions
or willful misconduct of the indemnifying party, its officers, employees or agents, under or in
connection with or arising out of anywork, authority orjurisdiction delegated to such party under
this MOU. No party, nor any officer, board member or agent thereof shall be responsible for any
damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of
the other parties hereto, their officers, board members, employees, or agents, under or in
connection with or arising out of any work authority or jurisdiction delegated to such other Parties
under this MOU. These indemnity obligations shall survive the termination of this MOU.
In addition, each partywill maintain insurance with the following minimum limits or a self -insured
retention of the same:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE.
• AUTOMOBILE LIABILITY: $1,000,000.
• WORKERS' COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND
EMPLOYER'S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.
12. Additional Terms
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Notices under this MOU shall be by US Mail, and concurrently via email, to the head of the
department of Planning, or equivalent, for each of the parties and are considered delivered when
the email is sent (unless returned undeliverable). This MOU expresses the intent of the parties to
collaborate on the issues contained herein and represents the entire understanding of the parties
on such matters. Except as the other party may specify in writing, a party shall have no authority,
express or implied, to act on behalf of the other party in any capacity whatsoever as an agent. This
MOU shall not be assigned without first obtaining the express written consent of the other parties. All
activities of the Parties with respect to this MOU will be carried out in compliance with all applicable
federal, state, and local laws and regulations. The unenforceability, invalidity or illegality of any
provisions of this MOU shall not render the other provisions unenforceable, invalid or illegal.
13. Signatures
By signing below, the undersigned and authorized representatives of the five parties acknowledge
their agreement to the terms of this MOU.
City of Campbell:
Name: Brian Loventhal
Title: _City Manager
Signature: L.144t&Z
Date: 09/08/25
City of Cupertino:
Name:
Title:
Signature:
Date:
City of Saratoga
Name:
Title:
Signature:
Date:
[Continued on the following page.]
City of Monte Sereno:
Name:
Title:
Signature:
Date:
Town of Los Gatos:
Name:
Title:
Signature:
Date:
Appendices
• Appendix A: City of Campbell Consultant Services Agreement with Good City Company
CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the 15th day of
December, 2024, by and between the CITY OF CAMPBELL (hereinafter referred to as "City")
and Good City Company (hereinafter referred to as "Consultant").
WHEREAS, City desires to obtain consulting services for the purpose of providing
feasibility study services to analyze the feasibility of constructing shelter, temporary or emergency
housing, or similar facility to support the unhoused population of the West Valley Area (Campbell,
Cupertino, Los Gatos, Monte Sereno and Saratoga) ; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to perform
said feasibility study services ;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and
City agree as follows:
DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and
in harmony with this Agreement. In the event of any conflict between Exhibit A and this
Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with the project's
objectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence.
1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused
by activities or factors beyond Consultant's reasonable control, including delays or by reason of
strikes, work slow -downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree
of skill and expertise exercised by members of Consultant's profession working on similar projects
under similar circumstances.
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1.7 Consultant shall cooperate in good faith with City in all aspects of the performance
of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the City's
best interest as it relates to the project.
1.9 All activities of Consultant, its employees, subcontractors and/or agents will be
carried out in compliance with all applicable federal, state, and local laws and regulations.
1.10 The designated project manager for Consultant shall be Nicholas Hamilton. The
designated principal in charge for this project shall be Aaron Aknin. The Consultant's project
manager shall have all the necessary authority to direct technical and professional work within the
scope of the Agreement and shall serve as the principal point of contact with the City and the
City's project coordinator. The authorized principal of Consultant executing this Agreement for
the Consultant shall have authority to make decisions regarding changes in services, termination
and other matters related to the performance of this agreement on behalf of Consultant.
1.11 The Consultant (and its employees, agents, representatives, and subconsultants), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
officials or employees or agents of the City. The City shall not direct the work and means for
accomplishment of the services and work to be performed hereunder. The City, however, retains
the right to require that work performed by Consultant meet specific standards consistent with the
requirements of this Agreement without regard to the manner and means of accomplishment
thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it
as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully
experienced and properly qualified to perform the class of work and services provided for herein,
(ii) has the financial capability and shall finance its own operations required for the performance
of the work and services and (iii) is properly equipped and organized to perform the work and
services in a competent, timely and proper manner in accordance with the requirements of this
Agreement. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and
shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents
representatives, volunteers, and employees against any claim or liability, including attorneys' fees
and costs, arising in any manner related to this Agreement that an employee, agent or others under
Consultant's supervision or control was misclassified.
1.12 This Agreement contains provisions that permit mutually acceptable changes in the
scope, character or complexity of the work if such changes become desirable or necessary as the
work progresses. Adjustments to the basis of payment and to the time for performance of the work,
if any, shall be established by a written contract amendment (approved and executed by the City)
to accommodate the changes in work.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information
requested by Consultant to facilitate the preparation of the documents called for in this Agreement.
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Consultant shall be entitled to reasonably rely on accuracy and completeness of such information,
provided that Consultant shall make any additional investigation reasonably necessary to confirm
such information and provide City prompt written notice of any known or discovered defects in
such data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its
behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees
to compensate Consultant for all services and direct costs associated with the performance of the
project in an amount not to exceed $99,000, as follows:
a. Once each month, Consultant shall submit for payment by City, an itemized invoice for
services performed during the previous billing period. The invoice shall describe the services
rendered and the title of the item of work, and shall list labor hours by personnel classification.
Said invoice shall be based on all labor and direct expense charges made for work performed on
the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this
Agreement. City shall pay Consultant for services rendered and approved by the City within 30
days from the date the itemized invoice is received by the City, subject to the maximum not to
exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project, and
substantiated with invoices for the charges. Direct expenses include printing, reproduction, and
delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of
this Agreement, but which are necessary for performance of Consultant's duties, City may approve
payment for said costs if authorized in writing by the City in advance.
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3.3 City may order changes in the scope or character of services in writing, including
decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant
is entitled to full compensation for all services performed and expenses incurred prior to receipt of
notice of change. Under no conditions shall Consultant make any changes to the work, either as
additions or deductions, without the prior written order of the City. In the event, that the City
determines that a change to the work or services from that specified in this Agreement is required,
the contract time and/or actual costs reimbursable by the City for the project may be adjusted by
contract amendment or change order to accommodate the changed work. The maximum not to
exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless
authorized by written contract amendment or change order, approved and executed by the City.
Consultant shall obtain prior written approval for a revised fee schedule from the City before
exceeding such fee schedule. Only City's authorized representative(s) is authorized to approve
changes to this Agreement on behalf of City.
3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any rates
that exceed the rates for set forth in the fee schedule found in Exhibit A.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by
Consultant under this Agreement. Where conflicts regarding compensation may occur, the
provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without
the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or misconduct
on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance
meeting all of the requirements stated herein, including naming the City of Campbell, its officers,
officials, directors, agents representatives, volunteers, and employees as additional insureds. Any
modification to the insurance requirements for subcontractors must be agreed to by the City in
writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
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5. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and other work
products prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related
documents and materials") shall be the property of the City and may be used on this project
without the consent of the Consultant or its subcontractors. City acknowledges that such
drawings, documents, and other items are instruments of professional services intended for use
only on the subject project. Consultant agrees that all copyrights which arise from creation of
the Project -related documents and materials pursuant to this Agreement shall be vested in the
City and waives and relinquishes all claims to copyright or other intellectual property rights in
favor of the City. Any project -related documents and materials related to this Agreement shall
be confidential, not to be used by the Consultant on other projects or disclosed to any third party,
except by agreement in writing by the City, or except as otherwise provided herein. Upon the
completion or termination of this Agreement for any reason, the City shall be entitled to receive,
and Consultant shall promptly provide to the City upon request, all finished and unfinished
project -related documents and materials, produced or gathered by or on behalf of Consultant that
are in Consultant's possession, custody or control. Consultant may retain copies of said
documents and materials for its files. In the event of termination, any dispute regarding
compensation or damages shall not hinder, prevent, or otherwise impact the City's right to
promptly receive and use such documents and materials which are the sole and exclusive
property of the City.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to
Consultant not less than thirty calendar days prior to an effective termination date. In the event of
such termination, Consultant shall have the right and obligation to immediately assemble the work
then in progress for the purpose of completing the work and turning over all materials and
documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set forth
in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated
only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur
any additional obligations, costs or expenses, except as may be reasonably necessary to terminate
its activities. All finished or unfinished work or documents procured or produced under the
Agreement will become property of the City upon the termination date. In the event of Consultant's
failure to perform pursuant to the Agreement, the City reserves the right to obtain services
elsewhere and Consultant will be liable for the difference between the prices set forth in the
terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to
this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses,
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or damages sustained by City due to failure of the Consultant to perform pursuant to the
Agreement. City may withhold any payments to Consultant for the purpose of set off until such
time as the exact amount of damages due City from Consultant is determined. After the effective
date of termination, Consultant will have no further claims against the City under the Agreement.
No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and
records relating to its performance under this Agreement for a period of three years following
acceptance of the final study.
EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical
condition, disability, ancestry, organizational affiliation, military or veteran status, or any other
consideration made unlawful by local, State or Federal law, of any employee of, or applicant for
employment with, such Consultant or subcontractor. City requires Consultant to comply with all
applicable Federal and State and local equal employment opportunity laws and regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 With respect to any design professional services provided by Consultant, the Consultant
agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent
allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses,
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, except for any claims, actions, causes of action, losses, damages or liabilities
proximately caused by the sole negligence or willful misconduct of City. City shall not be liable
for acts of Consultant in performing services described herein. Notwithstanding anything in this
paragraph to the contrary, any defense costs charged to the design professional under this
paragraph shall not exceed the design professional's proportionate percentage of fault, except:
a. That in the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, the design professional shall meet and confer with the
other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those
costs amongst the parties; and
b. Where a project -specific general liability policy insures all project participants for general
liability exposures on a primary basis and also covers all design professionals for their legal
liability arising out of their professional services on a primary basis, then there shall be no
limitation on the design professional's duty to provide a defense and cover the City's cost of
defense.
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With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees
to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City,
its officers, officials, directors, agents representatives, volunteers, and employees to the fullest
extent allowed by law from and against any and all claims, actions, causes of action, losses,
damages, liabilities and costs of every nature, including attorneys' fees and costs (collectively,
"Losses") including but not limited to all claims, actions, causes of action, losses, damages,
liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused
by or arising out of, or alleged to have been caused by or arise out of, in whole or in part,
Consultant's performance under this Agreement, except for any claims, actions, causes of action,
losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described
herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater
extent than permitted under the public policy of the State of California; and in the event that this
contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions
shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to,
and shall not in any way be limited by the insurance obligations contained in this Agreement. The
foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third -
parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise
between the parties that are not set forth in this section. Consultant waives all rights to subrogation
for any matters covered by the provisions of this section. Consultant's responsibility for such
defense and indemnity obligations as set forth in this section shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the
fullest amount allowed by law for a minimum of three (3) years following the termination or
completion of this Agreement:
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A. Types of Coverage
The policies shall afford the following types of coverage:
1. Commercial General Liability;
2. Automotive;
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
2. For Automotive Liability: ISO CA 00 01 06 92 including symbol 1(any
auto); and
3. For Workers' Compensation: insurance as required by the Labor Code of the
State of California and Employer's Liability insurance; and
4. For Professional Liability and/or Errors and Omissions: insurance covering
negligence committed by or on behalf of Consultant in rendering services
to City.
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall
apply separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers' Compensation
limits as required by the Labor Code of the State of California and Employer's Liability
limits of $1,000,000 per accident. The Worker's Compensation policy must be endorsed
with a waiver of subrogation in favor of the City for all work performed by the Consultant
M
and its employees.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim
and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain
or be endorsed to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City (as agreed to in this Agreement) before the
City's own insurance or self-insurance shall be called upon to protect it as a named insured.
D. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the
City, and shall not reduce the limits of liability. At the option of the City, either: the insurer
shall reduce or eliminate such deductibles or self -insured retention as respects the City, its
agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall
procure a bond guaranteeing payment of losses related to investigations, claim
administration, and defense expenses. Policies containing any self -insured retention
provision shall provide or be endorsed to provide that the self -insured retention may be
satisfied by either the named insured or the City.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, - attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out
of this Agreement performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or used by the
Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It
is a requirement of this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or
limits set forth in this Agreement shall be available to the City as an additional
insured. Furthermore, the requirements for coverage and limits shall be (1) the
minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to
the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and volunteers.
Any insurance or self-insurance maintained by the City, its agents, officers,
attorneys, employees, officials and volunteers shall be excess of the Consultant's
insurance and shall not contribute with it.
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C. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its agents, officers, attorneys, employees,
officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought except with respect to the limits of
the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer
shall agree to waive all rights of subrogation against the City, its agents,
officers, attorneys, employees, officials, and volunteers for losses arising
from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting
.provisions of the policies shall not affect coverage provided to the City; and
unless otherwise approved by the City, each insurance policy required by
this clause shall be endorsed to state that coverage shall not be canceled by
either party, except after thirty (30) days prior written notice by regular mail
has been given to the City, or ten (10) days for cancellation for non-payment
of premium.
F. Suspension or Cancellation
If any of the coverages required by this Agreement should be suspended, voided,
cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately
notify City and replace such coverage with another policy meeting the requirements of this
Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance of any
matter under this Agreement shall require the subcontractors to comply with the same indemnity
and insurance requirements set forth in this Agreement to the extent that they apply to the scope
of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same
manner and to the same extent as the Consultant is bound to City under this Agreement.
Subcontractors shall further agree to include these same provisions with any sub -subcontractor. A
copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall
require all subcontractors to provide a valid certificate of insurance and the required endorsements
included in the Agreement prior to commencing any work, and will provide proof of compliance
to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder, the policies of
insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current
A.M. Best Rating of AN and who is authorized to transact business in the State of
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California, unless otherwise approved by the City.
Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of insurance
evidencing coverage required by this clause. The certificates for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf. The
certificates are to be on forms acceptable to the City. Where required by statue, forms
approved by the Insurance Commissioner are to be submitted. All certificates are to be
received and approved by the City before work commences.
Special Risks/Circumstances
City reserves the right to modify these requirements, including limits, based on the
nature of the risk, prior experience, insurer, coverage, or other special circumstances and
provide notice to Consultant.
10. MISCELLANEOUS
10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.2 Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other.
10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop
notice rights, which Consultant may have for the performance of services pursuant to this
Agreement.
10.4 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant or
waiver of the breach of any other term, condition or covenant.
10.5 This Agreement contains the entire Agreement between City and Consultant
relating to the project and the provision of services to the project. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
Subsequent modifications to this Agreement shall be in writing and signed by both City and
Consultant.
10.6 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall
be valid and binding on City and Consultant.
10.7 This Agreement shall be governed and construed in accordance with the laws of the
State of California.
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10.8 All changes or amendments to this Agreement must be in writing and approved by
all parties.
10.9 The initial contract term shall commence upon execution of the contract by the City
and shall terminate December 31, 2025, unless terminated sooner in accordance with the contract.
10.10 Consultant owes the City a duty of undivided loyalty in performing the work and
services under this Agreement, including, but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in respect
to the work and/or services and project. The Consultant shall list current clients who may have a
financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does
not now have, nor shall it acquire any financial or business interest that would conflict with the
performance of services under this agreement. Consultant shall not make or participate in making
or in any way attempt to use Consultant's position to influence a governmental decision in which
Consultant knows or has reason to know Consultant has a direct or indirect financial interest other
than the compensation promised by this Agreement. Consultant will immediately advise the City
if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.11 City is a public agency subject to the disclosure requirements of the California Public
Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or
information submitted to City, and Consultant claims that such information falls within one or
more CPRA exemptions, Consultant must clearly mark such information "Confidential and
Proprietary," and identify the specific lines containing the information. In the event of a request
for such information, City will make best efforts to provide notice to Consultant prior to such
disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate
remedy from a court of law in Santa Clara County before the City is required to respond to the
CPRA request. If Consultant fails to obtain such remedy within the time the City is required to
respond to the CPRA request, City may disclose the requested information without any liability to
Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against
any claim, action or litigation (including but not limited to all judgments, costs, and attorney's
fees) that may result from denial by City of a CPRA request for information arising from any
representation, or any action (or inaction), by the Consultant.
10.12 Neither party hereto shall be considered in default in the performance of its obligation
hereunder to the extent that the performance of any such obligation is prevented or delayed by an
act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the
reasonable control of the affected party and without the negligence of the respective Parties. Each
party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure
claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party
will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default
and will, upon the cessation of the cause, diligently pursue performance of its obligations in this
Agreement. In the event either party is prevented or delayed in the performance of its respective
obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule
and Consultant compensation based on City's sole discretion.
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10.13 Except as City may specify in writing, Consultant shall have no authority, express or
implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no
authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever.
10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any)
has/have complied with any and all federal, state, and local licensing requirements
10.15 Each party acknowledges that it has reviewed this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
10.16 The signatories to this Agreement warrant and represent that each is authorized to
execute this Agreement and that their respective signatures serve to legally obligate their respective
representatives, agents, successors and assigns to comply, with the provisions of this Agreement.
10.17 This Agreement is entered into, and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a court
of appropriate jurisdiction in Santa Clara County, California.
10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be
deemed an original but all of which, together, shall constitute one and the same instrument. A
scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as
an original.
11. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street
Campbell, CA 95008
CONSULTANT: Good City Co,
Attention: Aaron Aknin
601 Allerton Street, Ste. 110
Redwood City, CA 94063
[SIGNATURES ON FOLLOWING PAGE]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be
bound hereby:
CONSULTANT
By: 461`�
A%y6,D m
Title: Principal
CITY OF CAMPBELL
Brian Loventhal,
Title: City Manager
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Exhibit A
Scope of Services
Good City Company will provide consulting services to develop a study to analyze the feasibility
of constructing shelter, temporary or emergency housing, or similar facility to support the
unhoused population of the West Valley Area (Campbell, Cupertino, Los Gatos, Monte Sereno
and Saratoga).
Good City Company will perform the following tasks:
1. Project Management: Nicholas Hamilton, Public Policy Lead, will be the
project manager. As the project manager, Nick will serve as the primary point of
contact and will facilitate the development of a workplan, meeting agendas and
facilitation, and coordinating all aspects of the development of the feasibility
study. Vera Gil, Housing Specialist, will serve as an associate project manager.
Nick and Vera will work closely together to plan and execute all analysis and
recommendations throughout the development of the feasibility study. Aaron
Aknin, Principal, will be the principal in charge for this engagement. Micaela
Hellman- Tincher, Housing Specialist, will provide targeted support at key
junctures of the project. Noa Kornbluh, Economic Development Associate, may
provide additional support as needed.
Good City will develop a detailed project timeline with key milestones for the
overall process and incorporate the Consultant schedule and tasks into the
overall timeline. Nick will also work with staff to identify competing priorities
(other policy initiatives, large development projects, etc.) occurring during the
same period to determine a realistic completion timeline.
Good City will also create and maintain a shared project management
dashboard to organize key dates, tasks, and information in an easy to access
online format.
Deliverables: Written timeline, project dashboard.
2. Needs Analysis: Evaluating the existing unhoused population within the West
Valley area as a whole to understand any unique demographic and service needs
of the population. Specific actions will include:
a. Conducting a focus group among service providers with expertise
in unhoused population of the West Valley (one).
b. Structured interviews to explore specific topics (two to three).
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c. As part of its data gathering, Good City will request that the CoC data
team provide Supportive Housing System Data Request Reports for the
five West Valley cities. If, after reviewing these Reports, Campbell and
Good City Company determine that they need additional data, they will
request a meeting, and meet, with the COC data team to review their
request.
d. Review relevant Housing Element program Implementation Actions.
Deliverables: Needs Analysis report. An initial draft for staff review, and final
(public review) drafts will be prepared.
3. Feasibility Study: Good City will analyze and prepare recommendations
concerning developing feasible temporary or emergency housing facilities and
services to best serve the needs of the unhoused population. This work will
include:
a. Evaluation of different types of facilities or services that could be
established in the West Valley to service the unhoused, such as a new
shelter or the use of an existing building as a shelter, using a network
of hotel rooms to provide temporary housing, safe RV / Car park or
sanctioned camping locations, or "tiny home" locations. Outreach to
jurisdictions with recent experience will be conducted.
b. Identification of service providers who could support the
management of these facilities.
c. Identification of expected initial development and ongoing (annual)
management costs.
d. Good City welcomes the opportunity to engage with LeSar Development
Consultants to incorporate their insights and feedback at key junctures in
the project.
Deliverables: Feasibility Study. An initial draft for staff review, Screen check,
and final (public review) drafts will be prepared. The needs analysis will be
included as an appendix to the feasibility study.
4. Project Meetings: Organize and facilitate bi-weekly check -in meetings to ensure
clear communication among the City and Good City, share progress, seek input at
key junctures of the project, and address issues promptly. Meet at key points in
the project with County OSH staff. If desired, the project team can also meet with
other jurisdictions of the West Valley group at key junctures throughout the
project.
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Deliverables: Meeting agendas and summaries of action items.
5. Public Meetings and associated Materials: Good City will also support the
City in stakeholder, community meetings, public hearings, and other events as
necessary (in person or virtually). The proposal assumes up to two public
meetings.
Deliverables: Written staff reports, related attachments, and presentations for
Boards, Planning Commission, and City Council. This proposal assumes materials
associated with two public meetings.
Responsibilities for City Staff and Good City Team:
1. Good City Responsibilities:
a. Lead project management, including planning, execution, and reporting.
b. Conduct research, analysis, and key stakeholder engagement efforts.
c. Prepare and present deliverables such as reports, and presentations; this
includes presenting analysis and recommendations at Planning
Commission and City Council meetings.
d. Coordinate with City staff to ensure alignment with the City's goals.
2. City Staff Responsibilities
a. Participate in biweekly virtual meetings to provide input and
feedback on project progress.
b. Assist in acquiring relevant data and reports from stakeholder groups.
c. Facilitate community engagement efforts by coordinating with local
stakeholders, leading the development and implementation of any
community workshops and announcements.
d. Review and approve deliverables including draft reports and public meeting
materials in a timely manner.
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Fee Schedule
The total estimate is $99,000, inclusive of a 10% contingency. The estimate is .based on 2024
billing rates, which are subject to change on January Pt of each year. Rates for 2025 have not
been set. This estimate assumes a 5% increase in rates for 2025 when calculating the hours and
fees beginning January 1, 2025. However, specific rates will be circulated before January 1,
2025. A contingency is also included in case unexpected tasks are necessary. An approximate
breakdown by. team member, role, rate, hours, and estimated feed is provided in the table
below. If a particular team member's time is not required for this project, another Good City
team member may use the allocated hours instead.
Team Member
Role
Hourly
Rate
Total
Hours
Estimated Fees
Aaron Aknin
Principal in Charge
$260
30
$8,500
Nicholas Hamilton
Project Manager
$170
210
$38,000
Vera Gil
Associate Project Manager
$170
205
$36,500
Micaela Hellman-
Tincher
Housing Specialist
$170
25
$ 4,500
Noa Kornbluh
Economic Development Associate
$140
15
$ 2,S00
Subtotal
$ 90,000
Contingency 1091.) $ 9,000
Total $ 99,000
Timeline
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uood City Shelter Feasibility Study
Final Audit Report 2024-12-11
Created: 2024-12-05
By: Ken Ramirez (kenr@campbellca.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAEGCv_1yfBREgOJZiAoaDXVCKOgj1CaEi
"Good City CSA - Shelter Feasibility Study" History
5 Document created by Ken Ramirez (kenr@campbellca.gov)
2024-12-05 - 6:05:08 PM GMT
E'lDocument emailed to Aaron Aknin (aaknin@goodcityco.com) for signature
2024-12-05 - 6:05:15 PM GMT
Email viewed by Aaron Aknin (aaknin@goodcityco.com)
2024-12-05 - 6:18:49 PM GMT
Uo Document e-signed by Aaron Aknin (aaknin@goodcityco.com)
Signature Date: 2024-12-05 - 6:19:17 PM GMT - Time Source: server
E'14 Document emailed to Brian Loventhal (brianl@campbellca.gov) for signature
2024-12-05 - 6:19:18 PM GMT
Email viewed by Brian Loventhal (brianl@campbellca.gov)
2024-12-10 - 4:26:06 PM GMT
Email viewed by Brian Loventhal (brianl@campbellca.gov)
2024-12-11 - 10:55:45 PM GMT
�Q Document e-signed by Brian Loventhal (brianl@campbellca.gov)
Signature Date: 2024-12-11 - 10:56:26 PM GMT - Time Source: server
Agreement completed.
2024-12-11 - 10:56:26 PM GMT
Adobe Acrobat Sign
West
Collaborativt
Feasibility
'i.,i Study
Audit-••
2025-09-08
Created:
2025-09-05
By:
Ken Ramirez (kenr@campbellca.gov)
Status:
Signed
Transaction ID:
CBJCHBCAABAATF-FWg89nJdFpgBvGYXWLC7gd4Svnz0A
"West Valley Collaborative MOU for Shelter Feasibility Study" Hi
story
Document created by Ken Ramirez (kenr@campbellca.gov)
2025-09-05 - 8:48:28 PM GMT
24 Document emailed to Brian Loventhal (brianl@campbellca.gov) for signature
2025-09-05 - 8:48:34 PM GMT
5 Email viewed by Brian Loventhal (brianl@campbellca.gov)
2025-09-08 - 4:16:30 PM GMT
zo Document e-signed by Brian Loventhal (brianl@campbellca.gov)
Signature Date: 2025-09-08 - 4:17:24 PM GMT - Time Source: server
Agreement completed.
2025-09-08 - 4:17:24 PM GMT
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