FILE:ZN\O-0-21 LAW OFFICES OF MICHAEL ALLEN, DBA

COLLABORATIVEHOUSING SOLUTIONS (AGREEMENT FOR

INVESTIGATING THE FEASIBILITY OF AND PROVIDING
RECOMMENDATIONS FOR A POTENTIAL HOME OWNERSHIP
ASSISTANCE PROGRAM (WON( FORCE HOUSING PROJECT)
PHASE 2) TW# 05/06-90

February 8,2007

Michael Allen
Collaborative Housing Solutions
PO Box 4870
Santa Rosa, CA 95402

RE: AGREEMENT FOR INVESTIGATING THE FEASIBILITY OF AND PROVIDING

RECOMMENDATIONS FOR A POTENTIAL HOME OWNERSHIP ASSISTANCE
PROGRAM (WORK FORCE HOUSING PROJECT) PHASE 2

Dear Michael:

. Enclosed is your copy of the fully signed agreement.

k
Questions regarding the Scope of Work or Payment may,be directed to Michael Thompson at (707) I

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

fileserverldatalcllrosariow/techwrt/kuehn/Ily signed workforce housing

I

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

Agreement For Investigating the'Feasibility of and Providing Recommendations for a

,
Potential Home Ownership Assistance Program
(Work Force Housing Project) Phase 2

This agreement ("Agreement") is by and between Sonoma County Water Agency, a

body corporate and politic of the State of California (hereinafter "Agency"), and Michael
Allen, an individual dba Collaborative Housing Solutions, (hereinafter "Consultant"). The
Effective Date of this Agreement is the date the Agreement is last signed by the parties to the
Agreement.

RECITALS

A. Consultant represents that he is a duly qualified workforce housing consultant with

expertise in public housing issues and related services.
B. The cost of housing in Sonoma County has risen significantly over the past several years.
C. The high cost of housing could adversely affect the ability of local governmental entities to
attract and retain high-quality employees.
D. The Agency believes that development of a work force housing program to serve the
Agency could improve the ability of local government to attract and retain high-quality
employees.
E. The Agency plans to vacate its approximate 7-acre operations and maintenance center at
2150 West College Avenue in Santa Rosa (West College Site) after construction of a new
operations and maintenance center in the Airport Business Center.
F. The Agency is interested in evaluating the feasibility of converting the West College Site to
employee housing for Agency.
G. Consultant has investigated work force housing alternatives for the Agency under a
previous agreement.
H. In the judgment of the Agency's Board of Directors, it is necessary and desirable to employ
the services of Consultant for advice and services related to the Work Force Housing
Project.

In consideration of the foregoing recitals and the mutual covenants contained herein, the
parties hereto agree as follows:
f"
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
 T I , '
, 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
--
amount
- -
or -
type of damages
- -
or compensation payable to or- for-
Consultant or its
agents under workers' compensation acts, disability benefits acts, or other
employee benefit acts.

Potential Home Ownership Assistance Program - Phase 2

 ,
I

hereunder are deemed by Agency to be key personnel whose services were a

material inducement to Agency to enter into this Agreement, and without
whose services Agency would not have entered into this Agreement.
Consultant shall not remove, replace, substitute, or otherwise change any key
personnel without the prior written consent of Agency.
Key personnel shall be as listed below:
Project Manager I Michael Allen I
c. In the event that any of Consultant's personnel assigned to perform services
under this Agreement become unavailable due to resignation, sickness, or
other factors outside of Consultant's control, Consultant shall be responsible
for timely provision of adequately qualified replacements.

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
, '
7. INSURANCE
With respect to performance of work under this Agreement, Consultant shall maintain I

insurance as described below: I

I

Workers' Compensation Insurance. Consultant warrants that it currently has no

employees requiring workers' compensation insurance. Should Consultant
engage any employees during the term of this Agreement or any extensions of
the term, Consultant agrees to obtain workers' compensation insurance as
follows. Workers' compensation insurance with statutory limits as required by
the Labor Code of the State of California. Said policy shall be endorsed with the
following specific 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.
7.2 General Liability Insurance. Commercial general liability insurance covering
bodily injury and property damage using an occurrence policy form, in an
amount no less than one million dollars ($1,000,000.00)for each occurrence. Said
I
commercial general liability insurance policy shall either be endorsed with the
following specific language or contain equivalent language in the policy: ,"
I
I

a. The Sonoma County Water Agency, its officers, agents, and empl@ees; is/are q ...
*&*.4-.
named as additional insured for all liability arising out of the operations~byor I

on behalf of the named insured in the performance of this Agreement. - m-.

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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
-
Potential Home Ownership Assistance Program Phase 2 5
I
 ' I
, ,
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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tl,, *% '
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

9. EXTRA OR CHANGED WORK 1

Extra or changed work or other changes to the Agreement may be authorized
only by written amendment to this Agreement, signed by both parties. Agency's
General Manager/Chief Engineer is authorized to amend the Agreement
provided amendments do not cumulatively increase the total cost to the Agency
by more than $25,000 and do not substantially change the scope of work. The
Agency's Board of Directors must authorize all other extra or changed work. The
parties expressly recognize that Agency personnel are without authorization to
order extra or changed work or waive Agreement requirements. Failure of
Consultant to secure such written authorization for extra or changed work shall
constitute a waiver of any and all right to adjustment in the Agreement price or
Agreement time due to such unauthorized work and thereafter Consultant shall
be entitled to no compensation whatsoever for the performance of such work.
Consultant further expressly waives any and all right or remedy by way of
restitution and quantum meruit for any and all extra work performed without
such express and prior written authorization of the Agency. . t .,+ -: .
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10. REPRESENTATIONS OF CONSULTANT I

1
6. - -I
10.1 Standard of Care. Agency has relied upon the professional ability and training of " - I;
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Consultant as a material inducement to enter into this Agreement. Consultant
hereby agrees that all its work will be performed and that its operations shall be .
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conducted in accordance with generally accepted and applicable profess~onal I ' I
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practices and standards as well as the requirements of applicable federal, state
and local laws, it being understood that acceptance of Consultant's work by . I
Agency shall not operate as a waiver or release.
Status of Consultant. The parties intend that Consultant, in performing the
services specified herein, shall act as an independent contractor and shall control
the work and the manner in which it is performed. Consultant is not to be
considered an agent or employee of Agency and is not entitled to participate in
any pension plan, worker's compensation plan, insurance, bonus, or similar
benefits Agency provides its employees. In the event Agency exercises its right
to terminate this Agreement pursuant to Article 5, above, Consultant expressly
agrees that it shall have no recourse or right of appeal under rules, regulations,
ordinances, or laws applicable to employees.
I
10.3 Taxes. Consultant agrees to file federal and state tax returns and pay all 1
applicable taxes on amounts paid pursuant to this Agreement and shall be solely I
liable and responsible to pay such taxes and other obligations, including, but not I

V i i i i E d to, state~d~fed~l~incOm~~ndFICAtaxeS.ConSu1~ant agrees to 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
~
I
Potential Home Ownership Assistance Program - Phase 2 7 I
 * .
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.

DEMAND FOR ASSURANCE

11.1 Each party to this Agreement undertakes the obligation that the other's
expectation of receiving due performance will not be impaired. When
reasonable grounds for insecurity arise with respect to the performance of either
party, the other may in writing demand adequate assurance of due performance
and until such assurance is received may, if commercially reasonable, suspend
any performance for which the agreed return has not been received.
"Commercially reasonable" includes not only the conduct of a party with respect
to performance under this Agreement, but also conduct with respect to other
agreements with parties to this Agreement or others. After receipt of a >justified
demand, failure to provide within a reasonable time, but not exceedingthirty--
(30) days, such assurance of due performance as is adequate under tKe -r

circumstances of the particular case is a repudiation of this Agreement.

Acceptance of any improper delivery, service, or payment does not prej,udice the
aggrieved party's right to demand adequate assurance of future performa;ce.
Nothing in this Article 11limits Agency's right to terminate this Agreement
pursuant to Article 5.

12. ASSIGNMENT AND DELEGATION

12.1 Neither party hereto shall assign, delegate, sublet, or transfer any interest in or
duty under this Agreement without the prior written consent of the other, and
no such transfer shall be of any force or effect whatsoever unless and until the
other party shall have so consented.

13. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS AND

MAKING PAYMENTS
13.1 All notices, bills, and payments shall be made in writing and shall be given by
personal delivery or by U.S. Mail or courier service. Notices, bills, and payments
shall be addressed as follows:

TO: Agency: Attention: Michael Thompson

Sonoma CGTiEtyVEtE5Agency
PO Box 11628
Santa Rosa, CA 95406

Potential Home Ownership Assistance Program - Phase 2

 TO: Consultant: Attention: Michael Allen
Michael Allen
Collaborative Housing Solutions
P.O. Box 4870
Santa Rosa, CA 95402

When a notice, bill or payment is given by a generally recognized overnight

courier service, the notice, bill or payment shall be deemed received on the next
business day. When a copy of a notice, bill or payment is sent by facsimile, the
notice bill or payment shall be deemed received upon transmission as long as (1)
the original copy of the notice, bill or payment is promptly deposited in the U.S.
mail, (2) the sender has a written confirmation of the facsimile transmission, and
(3) the facsimile is transmitted before 5 p.m. (recipient's time). In all other
instances, notices, bills, and payments shall be effective upon receipt by the
recipient. Changes may be made in the names and addresses of the person to
whom notices are to be given by giving notice pursuant to this Article.

14. MISCELLANEOUS PROVISIONS

14.1 No Waiver of Breach., The waiver by Agency of any breach.of any term or
promise contained in this Agreement shall not be deemed to be a waiver of such
term or promise or any subsequent breach of the same or any other term or
promise contained in this Agreement.
14.2 Construction. To the fullest extent allowed by law, the provisions of this
Agreement shall be construed and given effect in a manner that avoids any
violation of statute, ordinance, regulation, or law. The parties covenant and
agree that in the event that any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated thereby. Consultant and Agency acknowledge
that they have each contributed to the making of this Agreement and that, in the
event of a dispute over the interpretation of this Agreement, the language of the
Agreement will not be construed against one party in favor of the other.
Consultant and Agency acknowledge that they have each had an adequate
opportunity to consult with counsel in the negotiation and preparation of this
Agreement.
14.3 Consent. Wherever in this Agreement the consent or approval of one party is
required to an act of the other party, such consent or approval shall not be
unreasonably withheld or delayed.
14.4 No Third-Party Beneficiaries. Nothing contained in this Agreement shall be
construed to create and the parties do not intend to create any rights in third
parties.
14.5 Applicable Law and Forum. This Agreement shall be construed and interpreted
according to the substantive law of California, regardless of the law of conflicts

Potential Home Ownership Assistance Program - Phase 2 10

 8 . '
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to the contrary in any jurisdiction. Any action to enforce the terms of this
Agreement or for the breach thereof shall be brought and tried in the forum
nearest to the city of Santa Rosa, in the County of Sonoma.
14.6 Captions. The captions in this Agreement are solely for convenience of reference.
They are not a part of this Agreement and shall have no effect on its construction
or interpretation.
14.7 Merger. This writing is intended both as the final expression of the Agreement
between the parties hereto with respect to the included terms and as a complete
and exclusive statement of the terms of the Agreement, pursuant to Code of Civil
Procedure Section 1856. No modification of this Agreement shall be effective
unless and until such modification is evidenced by a writing signed by both
parties.
14.8 Time of Essence. Time is and shall be of the essence of this Agreement and every
provision hereof.
/

' Potential Home Ownership Assistance Program - Phase 2

 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date last signed by the parties to the Agreement.

Reviewed as to funds:

Agency's-Division Manager -
Administrative Services

Michael Allen, dba Collaborative Housing

By:

Michael Allen
(Please print name here)
7 fir p-
Date: 4 z , 2df56
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Certificates of Insurance are on file with

Agency

~)ao,/ob
WL
(Date)

vice Chair, Board of Directors

Date: 1 I23 107

Attest:

County Clerk and ex-officio Clerk of the

Board of Directors
Potential Home Ownership Assistance Program - Phase 2
 EXHIBIT A
Scope of Work

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
~
'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.

Deliverables: Consultant shall prepare summary memos describing research,

individuals and organizations contacted, and progress and difficulties
encountered for each Task described in the Scope of Work

1.4 Develop Recommendations for an Agency - Housing Program

-

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.

Potential Home Ownership AssistanceProgram - Phase 2

 EXHIBIT B
Schedule of Rates

Potential Home Ownership Assistance Program - Phase 2

 EXHIBIT C
Estimated Breakdown of Costs

Item of Work Amount

Evaluate Feasibility of Constructing Employee $40,000
Housing
Investigate Land Trust Alternatives for Project $5,000
Management
Conduct Outreach with Other Public $10,000
Organizations in Sonoma County
Develop Recommendations for an Agency $15,000
Housing Program

Total $70,000.00

Potential Home Ownership Assistance Program - Phase 2

 Exhibit D
Insurance Waiver

Potential Home Ownership Assistance Program - Phase 2

 . " I .'
, Susan Kuehn
From:. Nancy Pechenino [NPECHENI@sonoma-county.org]
Sent: Tuesday, May 23, 2006 2:43 PM
To: Susan Kuehn
Subject: Re: Auto Insurance lowering of.limits

H i Susan,

Yes, this reduction is okay considering the scope of work.

Nancy

>>> "Susan Kuehn" ~susank@scwa.ca.gov~

05/23/06 1:14 PM >>> ,

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.

1.1 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 f o r each occurrence. Said insurance shall include coverage for owned, hired, and
non-owned vehicles. Said policy shall be endorsed with t h e following language:

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.

The work includes the following:

I
Task 1 - Investigate Existing Public Employee Housing Programs

Task 2 - Investigate Land Trust Alternatives f o r Long-Term Management of t h e Employee Housing Project.

Task 3 - Data Collection and Outreach Assistance j

!
I
Task 4 - Develop Recommendations for an Agency Housing Program I

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

ADDITIONAL INSUREDS: THE FOLLOWING ARE ADDITIONAL INSUREDS FOR BUSINESS

LIABILITY COVERAGE IN THIS POLICY.

LOCATION: 001 BUILDING: 001

TYPE: PERSON/ORGANIZATION:

NAME: SONOMA COUNTY WATER AGENCY

SANTA ROSA, CA 95406

Form SS 00 02 I 1 93 T Printed in U.S.A. (NS) Page 0 0 4 (CONTINUED ON NEXT PAGE)

ProcessDate: 0 5 / 1 8 / 0 6 Policy Expiration Date: 0 5 / 1 5 / 0 7
 I.. ncom-
PRODUCER
NorthWest Insurance Agency-SR
Agency License #0580581
PO Box 1180, 418 B Street
Santa Rosa CA 95402-1180
CERTIFICATE OF LIABILITY INSURANCE COLLA-3
CSR YG
DATE (MMIDDNYW)
05/15/06
1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
I ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE I
I HOLDER.THIS CERTIFICATE DOES NOT AN~END,EXTEND-OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW

Phone:707-573-1300 Fax:707-573-0313 INSURERS AFFORDING COVERAGE

INSURER A Hartford Insurance
Collaborative Housing INSURER B
Solutions INSURER C
Mlchael Allen, DBA
P O Box 4870 INSURER D
santa Rosa CA 95402
1 I INSURER E: I
COVERAGES
THE POLICIES OF INSURANCELISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THlS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY I-AVE BEEN REDUCED BY PAID CLAIMS
P O L I € Y E F F € € m N
TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDPN) DATE (MMIDDPN) LIMITS
I I I GENERAL LlABlLrrY I EACH OCCURRENCE lrs i o o o n n n 1
GENERAL LIABILITY
CLAIMS W E OCCUR MED EXP (Any one person) I $ 10 000
PERSONAL & ADV INJURY 1 $ 1000000
GENERAL AGGREGATE 1 $2000000
GEN'L AGGREGATE LIMIT APPLIES PER' -
PRODUCTS COMP/OP AGG 1 $ 2 0 000 00
LOC

lib
AUTOMOBILE LIABILITY

ANY AUTO
COMBINED SINGLE LlMlT
(Ea accldent) $ 10000 00
I
I I tl
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) $

GARAGE LIABILITY AUTO ONLY - EAACCIDENT

- $

-ANY AUTO OTHERTHAN

AUTO ONLY
$
AGG 6
I
EXCESSIUMBRELLA LlABlLllY EHCHOCCURRENCE $
7 OCCUR CLAIMS MADE AGGREGATE $
$
7 DEDUCTIBLE $
I 1 RETENTION $ $
WC SIATU- OIK
WORKERS COMPENSATION AND TORY LIMITS ER
EMPLOYERS LIABILITY
E L EACH ACCIDENT $
ANY PROPRIETORIPARTNERIEXECWE
OFFICER/MEMBER EXCLUDED? -
E L DISEASE EAEMPLOYEE $
lf yes, describe under
SPECIAL PROVISIONS below
OTHER
E L DISEASE - POLICY LIMIT $
I
' I
I

DESCRIPTION OF OPERATIONS ILOCATIONSIVEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS

*Except 10 days notice for nonpayment.
Certificate Holder is Additional Insured for all liability arising out of
operations by or on behalf of the named insured per contract. This coverage
is primary with right of subrogation waived.

I I
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
-I
P O Box 11628
santa Rosa CA 95406
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES. I
I I
ACORD 25 (2001108) O ACORD CORPORATION 1988
 POLICY NUMBER: 57 SBM BZ8681
,'

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION

SONOMA COUNTY WATER AGENCY (ETAL)

PO BOX 11628 SANTA ROSA

Form IH 12 00 I 1 85 TSEQ.NO. 001 Printed in U.S.A. Page 001

Process Date: 05/18/06 Expiration Date: 05/15/07
UW COPY