Professional Documents
Culture Documents
February 8,2007
Michael Allen
Collaborative Housing Solutions
PO Box 4870
Santa Rosa, CA 95402
Dear Michael:
521-1863. All other inquiries regarding the agreement may be directed to me at (707) 521- 1805. I1
Sincerely, I
I
Susan Kuehn
Technical Writing Manager
Encs
c Michael Thompson
Accounting/Auditor
P.O. Box 11628 - Santa Rosa, CA 95406 - 404 Aviation Boulevard - Santa Rosa, CA 95403 - ( 7 0 7 ) 526-5370 - Fax (707) 544-6123 I
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smk: \\dclO\home\techw\agremnts\work force housing phase 2.doc version: 5/31/2006 4:26:00 PM
RECITALS
In consideration of the foregoing recitals and the mutual covenants contained herein, the
parties hereto agree as follows:
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Potential Home Ownership Assistance Program - Phase 2 1
AGREEMENT
1. RECITALS
1.1 The above recitals are true and correct.
2. LIST OF EXHIBITS
2.1 The following exhibits are attached hereto and incorporated herein:
a. Exhibit A: Scope of Work
b. Exhibit B: Schedule of Rates
c. Exhibit C: Estimated Breakdown of Costs
d. Exhibit D: Insurance Waiver
3. SCOPE OF SERVICES
3.1 Consultant's Specified
- Services. Consultant shall perform the services described
in Exhibit A (hereinafter "Scope of Work"), and within the times or by the dates
provided for in Exhibit A and pursuant to Article 8. In the event of a conflict
between the body of this Agreement and Exhibit A, the provisions in the body of
this Agreement shall control.
3.2 Cooperation with Agency. Consultant shall cooperate with Agency and Agency
staff in the performance of all work hereunder. Consultant shall coordinate the
work with Agency's Project Manager, Michael Thompson (phone: 707-521-1863
or 707-524-1166; fax: 707-523-4322). Consultant's contact shall be Michael Allen
(phone: 707-695-6454; fax: 707-539-2571).
3.3 Performance Standard. Consultant shall perform all work hereunder in a
manner consistent with the level of competency and standard of care normally
observed by a person practicing in Consultant's profession. If Agency
determines that any of Consultant's work is not in accordance with such level of
competency and standard of care, Agency, in its sole discretion, shall have the
right to do any or all of the following: (a) require Consultant to meet with
Agency to review the quality of the work and resolve matters of concern; (b)
require Consultant to repeat the work at no additional charge until it is
satisfactory; (c) terminate this Agreement pursuant to the provisions of Article 5;
or (d) pursue any and all other remedies at law or in equity.
3.4 Assimed Personnel.
a. Consultant shall assign only competent personnel to perform work
hereunder. In the event that at any time Agency, in its sole discretion, desires
the removal of any person or persons assigned by Consultant to perform
work hereunder, Consultant shall remove such person or persons
immediately upon receiving written notice from Agency.
b. Any and all persons identified in this Agreement or any exhibit hereto as the
project manager, project team, or other professional performing work
Potential Home Ownership Assistance Program - Phase 2
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, 5.2 Termination for Cause. Notwithstanding any other provision of this Agreement,
should Consultant fail to perform any of its obligations hereunder, within the
time and in the manner herein provided, or otherwise violate any of the terms of
this Agreement, Agency may immediately terminate this Agreement by giving
Consultant written notice of such termination, stating the reason for termination.
5.3 Delivery of Work Product and Final Pavment Upon Termination. In the event of
termination, Consultant, within 14 days following the date of termination, shall
deliver to Agency all materials and work product subject to Paragraph 10.8 and
shall submit to Agency an invoice showing the services performed, hours
worked, and copies of receipts for reimbursable expenses up to the date of I
termination.
5.4 Payment Upon Termination. Upon termination of this Agreement by Agency,
Consultant shall be entitled to receive as full payment for all services
satisfactorily rendered and expenses incurred hereunder, an amount which bears
the same ratio to the total payment specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services
otherwise required to be performed for such total payment; provided, however,
that if Agency terminates the Agreement for cause pursuant to Paragraph 5.2,
Agency shall deduct from such amount the amount of damage, if any,;sus$ained
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by Agency by virtue of the breach of the Agreement by Consultant.
6. INDEMNIFICATION
6.1 Consultant agrees to accept all responsibility for loss or damage to any person or
entity, including but not limited to Agency, and to defend, indemnify, hold ,
harmless, reimburse and release Agency, its officers, agents, and employees,
from and against any and all actions, claims, damages, disabilities, liabilities and
expense including, but not limited to attorneys' fees and the cost of litigation
incurred in the defense of claims as to which this ind;mnity applies or incurred
in an action by Agency to enforce the indemnity provisions herein, whether
arising from personal injury, property damage or economic loss of any type, that
may be asserted by any person or entity, including Consultant, arising out of or
in connection with the performance of Consultant hereunder, whether or not
there is concurrent negligence on the part of Agency, but, to the extent required
by law, excluding liability due to the sole or active negligence or due to the
willful misconduct of Agency. If there is a possible obligation to indemnify,
Consultant's duty to defend exists regardless of whether it is ultimately
determined that there is not a duty to indemnify. Agency shall have the right to
select its own legal counsel at the expense of Consultant, subject to Consultant's
approval, which approval shall not be unreasonably withheld. This
indemnification obligation is not limited in any way by any limitation on the
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amount
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or -
type of damages
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or compensation payable to or- for-
Consultant or its
agents under workers' compensation acts, disability benefits acts, or other
employee benefit acts.
4. PAYMENT
4.1 Method of Pavment: For all services and incidental costs required hereunder,
Consultant shall be paid in accordance with the following terms:
a. Consultant shall be paid on a time and material basis in accordance with the
rates set forth in Exhibit,B,,provided,however,.that.Consultant agrees to ... %
perform all services described herein for an amount not to exceed $70,000,
regardless of whether it takes Consultant more time to complete or costs
more than anticipated. No more than $52,500 will be paid until the draft
Master Plan report is submitted.
4.2 Invoices: Consultant shall submit its bills in arrears on a monthly basis, in a form
approved by Agency's Project Manager. The bills shall show or include:
a. Consultant name
b. name of Agreement
c. Agency's Project-Task number(s) 7022-1 and Account number(s) 687202-6570
d. the task performed with an itemized description of services rendered by date
e. the time in quarter hours devoted to the task
f. the hourly rate or rates of the persons performing the task
g. copies of receipts for reimbursable materials/expenses
4.3 Cost Tracking: Consultant has provided an estimated breakdown of costs,
included in Exhibit C. Exhibit C will be used as a tool to monitor progress of
work and the project budget. Actual payment will be made as specified in
Paragraph 4.1 above.
5. TERMINATION
5.1 Termination Without Cause. Notwithstanding any other provision of this
Agreement, at any time and without cause, Agency shall have the right, in its
sole discretion, to terminate this Agreement by giving 5 days written notice to
Consultant.
Potential Home Ownership Assistance Program -Phase 2 3
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7. INSURANCE
With respect to performance of work under this Agreement, Consultant shall maintain I
a. The Sonoma County Water Agency, its officers, agents, and empl@ees; is/are q ...
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named as additional insured for all liability arising out of the operations~byor I
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b. The inclusion of more than one insured shall not operate to impairthe rights \I
of one insured against another insured, and the coverage afforded'shall apply I
as though separate policies had been issued to each insured, but the inclusion r
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of more than one insured shall not operate to increase the limits of the ' P
company's liability. i
c. The insurance provided herein is primary coverage to the additional
insured(s)with respect to any insurance or self-insurance programs
maintained by the additional insured(s).
d. This policy shall not be cancelled or materially changed without first giving
thirty (30) days prior written notice to the Sonoma County Water Agency.
7.3 Automobile Liability Insurance. Automobile liability insurance covering bodily
injury and property damage in an amount no less than five hundred thousand
dollars ($500,000) combined single limit for each occurrence. said insurance shall
include coverage for owned, hired, and non-owned vehicles. Said policy shall be
endorsed with the following language:
a. This policy shall not be cancelled or materially changed without first giving
thirty (30) days prior written notice to the Sonoma County Water Agency.
7.4 Documentation. The following documentation shall be submitted to the Agency.
a~P-r-operly-exec-uted-~er-tifieates-of-Insuranee-and-poliey-endor-sements-e1early
I1
evidencing all coverages, limits, and endorsements required above. Said
Certificates and endorsements shall be submitted prior to the execution of
this Agreement. Consultant agrees to maintain current Certificates of
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Potential Home Ownership Assistance Program Phase 2 5
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Insurance and endorsements evidencing the above-required coverages, limits, ' ,
and endorsements on file with the Agency for the duration of this Agreement.
b. Upon Agency's written request, certified copies of the insurance policies.
Said policy copies shall be submitted within thirty (30) days of Agency's
request.
c. After the Agreement has been signed, properly executed Certificates of
Insurance and endorsements shall be submitted for any renewal or
replacement of a policy that already exists, at least ten (10) days before
expiration or other termination of the existing policy.
7.5 Policv Obligations.
- Consultant's indemnity and other obligations shall not be
limited by the foregoing insurance requirements.
7.6 Material Breach. If Consultant, for any reason, fails to maintain insurance
coverage, which is required pursuant to this Agreement, the same shall be
deemed a material breach of this Agreement. Agency, in its sole option, may
terminate this Agreement and obtain damages from Consultant resulting from
said breach. Alternatively, Agency may purchase such required insurance
coverage, and without further notice to Consultant, Agency may deduct from
sums due to Consultant any premium costs advanced by Agency for such
insurance. These remedies shall be in addition to any other remedies available to
Agency.
7.7 Subconsultants' Insurance. Consultant shall require all of its subcontractors,
subconsultants, and other agents to maintain the same insurance coverage as
specified above for Consultant.
a. In addition, the sub-consultant developing the Master Plan shall carry the
following:
(1) Professional Liabilihl Insurance. Professional liability insurancefor all
activities of Consultant arising out of or in connection with this Agreement in
an amount no less than one million dollars ($1,000,000) for each occurrence. In
the event Consultant cannot provide occurrence policies for professional liability
insurance, Consultant shall provide insurance covering claims made as a result
of performance of this Agreement and shall maintain such insurance in effect for
not less than two (2) years follozuing completion of performance of this
Agreement. Said policy shall be endorsed with the follozuing specific language:
This policy shall not be cancelled or materially changed without first
giving thirty (30) days prior written notice to the Sonoma County
Water Agency.
8. PROSECUTION OF WORK
8.1 Consultant is authorized to proceed immediately with the performance of this
Agreement upon the Effective Date of this Agreement. Performance of the
services hereunder shall be completed within the time required herein, provided,
however, that if the performance is delayed by earthquake, flood, high water, or
other Act of God or by strike, lockout, or similar labor disturbances, the time for
Potential Home Ownership Assistance Program - Phase 2 6
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Consultant's performance of this Agreement shall be extended by a number of
days equal to the number of days Consultant has been delayed. I
indemnify and hold Agency harmless from any liability which it may incur to I
the United States or to the State of California as a consequence of Consultant's 1
failure to pay, when due, all such taxes and obligations. In case Agency is i
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Potential Home Ownership Assistance Program - Phase 2 7 I
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audited for compliance regarding any withholding or other applicable taxes,
Consultant agrees to furnish Agency with proof of payment of taxes on these
earnings.
10.4 Records Maintenance. Consultant shall keep and maintain full and complete
documentation and accounting records concerning all services performed that
are compensable under this Agreement and shall make such documents and
records available to Agency for inspection at any reasonable time. Consultant
shall maintain such records for a period of four (4) years following completion of
work hereunder.
10.5 Conflict of Interest. Consultant covenants that it presently has no interest and
that it will not acquire any interest, direct or indirect, that represents a financial
conflict of interest under state law or that would otherwise conflict in any
manner or degree with the performance of its services hereunder. Consultant
further covenants that in the performance of this Agreement no person having
any such interests shall be employed. In addition, if requested to do so by
Agency, Consultant shall complete and file and shall require any other person
doing work under this Agreement to complete and file a "Statement of Economic
Interest" with Agency disclosing Consultant's or such other person's financial
interests. .
a
10.6 Nondiscrimination. Consultant shall comply with all applicable federal, state,
and local laws, rules, and regulations in regard to nondiscrimination in
employment because of race, color, ancestry, national origin, religion, sex,
marital status, age, medical condition, pregnancy, disability, sexual orientation or
other prohibited basis. All nondiscrimination rules or regulations required by
law to be included in this Agreement are incorporated herein by this reference.
10.7 A s s-i m e n t of Rights. Consultant assigns to Agency all rights throughout the
world in perpetuity in the nature of copyright, trademark, patent, right to ideas,
in and to all versions of the plans and specifications, if any, now or later
prepared by Consultant in connection with this Agreement. Consultant agrees to
take such actions as are necessary to protect the rights assigned to Agency in this
Agreement, and to refrain from taking any action which would impair those
rights. Consultant's responsibilities under this provision include, but are not
limited to, placing proper notice of copyright on all versions of the plans and
specifications as Agency may direct, and refraining from disclosing any versions
of the plans and specifications to any third party without first obtaining written
permission of Agency. Consultant shall not use or permit another to use the
plans and specifications in connection with this or any other project without first
obtaining written permission of Agency.
10.8 Ownership and Disclosure of Work Product. All reports, original drawings,
graphics, plans, studies, and other data or documents ("documents"), in
whatever form or format, assembled or prepared by Consultant or Consultant's
subcontractors, consultants, and other agents in connection with this Agreement
shall be the property of Agency. Agency shall be entitled to immediate
possession of such documents upon completion of the work pursuant to this
Potential Home Ownersfup Assistance Program - Phase 2 8
Agreement. Upon expiration or termination of this Agreement, Consultant shall
promptly deliver to Agency all such documents, which have not already been
provided to Agency in such form or format as Agency deems appropriate. Such
documents shall be and will remain the property of Agency without restriction
or limitation. Consultant may retain copies of the above described documents
but agrees not to disclose or discuss any information gathered, discovered, or
generated in any way through this Agreement without the express written
permission of Agency.
Reviewed as to funds:
Agency's-Division Manager -
Administrative Services
By:
Michael Allen
(Please print name here)
7 fir p-
Date: 4 z , 2df56
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(Date)
1. SCOPE OF WORK
1.1 -
Task 1 Investigate Existing Public Employee Housing Programs
a. Evaluate cost and feasibility of constructing employee housing at the
Agency's West College Site. Under this task, Consultant shall prepare a draft
request for proposal (RFP) following Proposition 35 rules, for preparing a
conceptual master plan (Master Plan) for development of the West College
Site. Agency will review and comment on the draft RFP prior to Consultant
publishing the document. Consultant shall retain a sub-consultant who
carries appropriate Professional Liability Insurance to prepare the Master
Plan. The Master Plan shall describe the steps needed to convert the site from
its current use to a neighborhood. The plan will also include a conceptual
layout of the development, conceptual plan and elevation views of the
proposed neighborhood, descriptions of the types and sizes of homes., ,, . . that
could be constructed, public facilities such as parks and greenways, and the
estimated cost for converting the site from its current use to housing.
b. Within 120 calendar days of the effective date of this Agreement, Consultant
shall submit six (6) copies of the draft Master Plan to the Agency for review.
After review of the Master Plan by the Agency and other public partners on
the project, Agency will review and may authorize Consultant to finalize the
Master Plan. Within 30 days of receiving such authorization, Consultant shall
submit six (6) copies of the final Master Plan to the Agency in electronic
format and in hard copy.
1.2 Task 2 - Investigate Land Trust Alternatives for Long-Term
- Management of
the Employee Housing- Proiect.
a. Within 120 calendar days of the effective date of this Agreement, Consultant
shall prepare a description of the legal and administrative steps necessary to
allow management of the employee housing project by a non-profit land trust
for Agency's review and comment.
1.3 -
Task 3 Data collection and Outreach Assistance
a. Assist Agency with data collection and outreach efforts to inform elected
officials and decision-makers of the Agency's proposed employee housing
program and to solicit input on the draft employee housing program. Such
efforts include interviews, letters, surveys, and informational question and
a.nswer-mee.~i.ngs~AAttatmmi.~.m.u.mm~OnSu.~.~aaAAttSha.~.~1a
and outreach to:
Agency management and staff
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'Potential Home Ownership Assistance Program - Phase 2
Sonoma County Board of Supervisors
Santa Rosa City Council
Neighborhood residents located near the development site
Fair Housing and Community advocates
Sonoma County Housing Trust and Coalition
Labor Organizations
Development Community
Business and Trade Associations
Data collection and outreach efforts shall be completed by December 31,2006.
A. Within 180 days of the effective date of this Agreement, Consultant shall
prepare a report presenting recommendations for an employee housing
program. The report shall include thorough, detailed descriptions of home
ownership financing alternatives for Agency employees; the proposed
conversion of the West College Facility to employee housing; project
construction, operations and maintenance management alternatives for the
West College Housing Project; and estimated costs for homes in the West
College Housing Project.
Total $70,000.00
H i Susan,
Nancy
Hi Nancy,
I ' m doing an agreement entitled, Agreement For Investigating t h e Feasibility of and Providing Recommendations for
a Potential Home Ownership Assistance Program (Work Force Housing Project) Phase 2 and Ihave an insurance
waiver request from the consultant. The amount of the agreement is $70,000 and i t ' s mostly a desk job with some
meetings.
$25,000 worth of work is being subbed out t o an engineering firm, so the primary consultant's part is $45,000
worth of work. He asked if we can accept his coverage a t $500,000 instead o f $1 million.
a. This policy shall not be cancelled or materially changed without first giving t h i r t y (30) days prior written notice
t o the Sonoma County Water Agency.
Task 2 - Investigate Land Trust Alternatives f o r Long-Term Management of t h e Employee Housing Project.
I
(Mike Thompson of our office is the Project Manager, his number is 521-1863). I
Thanks,
SPECTRUM POLICY DECLARATIONS (Continued)
POLICY NUMBER: 57 SBM BZ8 6 8 1
TYPE: PERSON/ORGANIZATION:
lib
AUTOMOBILE LIABILITY
ANY AUTO
COMBINED SINGLE LlMlT
(Ea accldent) $ 10000 00
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A -
ALL OWNED AUTOS
SCHEDULED AUTOS
X HIRED AUTOS
BODILY INJURY
(per person)
BODILY INJURY
$
$
x NON-OWNEDAUTOS
- 57SBMBZ8681 05/15/06 05/15/07
PROPERTY DAMAGE
(Per accident) $
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CERTIFICATE HOLDER CANCELLATION
%
*
Sonoma County Water Agency
its officers,agents &employees
Attn Susan Kuehn
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRliTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
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P O Box 11628
santa Rosa CA 95406
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES. I
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ACORD 25 (2001108) O ACORD CORPORATION 1988
POLICY NUMBER: 57 SBM BZ8681
,'
WAIVER OF SUBROGATION