michael allen agree workforce housing 2007

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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 aPotential Home Ownership Assistance Program

(Work Force Housing Project) Phase 2

This agreement ("Agreement") is by and between Sonoma County Water Agency, abody corporate and politic of the State of California (hereinafter "Agency"), and MichaelAllen, an individual dba Collaborative Housing Solutions, (hereinafter "Consultant"). TheEffective Date of this Agreement is the date the Agreement is last signed by the parties to theAgreement.

R E C I T A L SA. 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-qualityemployees.

E. The Agency plans to vacate its approximate 7-acre operations and maintenance center at2150 West College Avenue in Santa Rosa (West College Site) after construction of a newoperations and maintenance center in the Airport Business Center.

F. The Agency is interested in evaluating the feasibility of converting the West College Site toemployee housing for Agency.

G. Consultant has investigated work force housing alternatives for the Agency under aprevious agreement.

H. In the judgment of the Agency's Board of Directors, it is necessary and desirable to employthe services of Consultant for advice and services related to the Work Force HousingProject.In consideration of the foregoing recitals and the mutual covenants contained herein, the

parties hereto agree as follows:f"

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A G R E E M E N T

1. RECITALS1.1 The above recitals are true and correct.

2. LIST OF EXHIBITS2.1 The following exhibits are attached hereto and incorporated herein:

a. Exhibit A: Scope of Workb. Exhibit B: Schedule of Ratesc. Exhibit C: Estimated Breakdown of Costsd. ExhibitD: Insurance Waiver

3. SCOPEOF SERVICES3.1 Consultant's Specified Services. Consultant shall perform the services described

in Exhibit A (hereinafter "Scope of Work"), and within the times or by the datesprovided for in Exhibit A and pursuant to Article 8. In the event of a conflictbetween the body of this Agreement and Exhibit A, the provisions in the body ofthis Agreement shall control.

3.2 Cooperation with Agency. Consultant shall cooperate with Agency and Agencystaff in the performance of all work hereunder. Consultant shall coordinate thework with Agency's Project Manager, Michael Thompson (phone: 707-521-1863or 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 amanner consistent with the level of competency and standard of care normallyobserved by a person practicing in Consultant's profession. If Agencydetermines that any of Consultant's work is not in accordance with such level ofcompetency and standard of care, Agency, in its sole discretion, shall have theright to do any or all of the following: (a) require Consultant to meet withAgency 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 issatisfactory; (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, desiresthe removal of any person or persons assigned by Consultant to performwork hereunder, Consultant shall remove such person or personsimmediately upon receiving written notice from Agency.

b. Any and all persons identified in this Agreement or any exhibit hereto as theproject manager, project team, or other professional performing work

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I , ' 5.2 Termination for Cause. Notwithstanding any other provision of this Agreement,should Consultant fail to perform any of its obligations hereunder, within thetime and in the manner herein provided, or otherwise violate any of the terms ofthis Agreement, Agency may immediately terminate this Agreement by givingConsultant written notice of such termination, stating the reason for termination.

5.3 Delivery of Work Product and Final Pavment Upon Termination. In the event oftermination, Consultant, within 14 days following the date of termination, shalldeliver to Agency all materials and work product subject to Paragraph 10.8 andshall submit to Agency an invoice showing the services performed, hoursworked, and copies of receipts for reimbursable expenses up to the date of Itermination.

5.4 Payment Upon Termination. Upon termination of this Agreement by Agency,Consultant shall be entitled to receive as full payment for all servicessatisfactorily rendered and expenses incurred hereunder, an amount which bearsthe same ratio to the total payment specified in the Agreement as the servicessatisfactorily rendered hereunder by Consultant bear to the total servicesotherwise 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

i *.r-.lby Agency by virtue of the breach of the Agreement by Consultant.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 andexpense including, but not limited to attorneys' fees and the cost of litigationincurred in the defense of claims as to which this ind;mnity applies or incurredin an action by Agency to enforce the indemnity provisions herein, whetherarising from personal injury, property damage or economic loss of any type, thatmay be asserted by any person or entity, including Consultant, arising out of orin connection with the performance of Consultant hereunder, whether or notthere is concurrent negligence on the part of Agency, but, to the extent requiredby law, excluding liability due to the sole or active negligence or due to thewillful misconduct of Agency. If there is a possible obligation to indemnify,Consultant's duty to defend exists regardless of whether it is ultimatelydetermined that there is not a duty to indemnify. Agency shall have the right toselect its own legal counsel at the expense of Consultant, subject to Consultant'sapproval, which approval shall not be unreasonably withheld. Thisindemnification obligation is not limited in any way by any limitation on theamount or type of damages or compensation payable to or for Consultant or its--- -- --gents under workers' compensation acts, disability benefits acts, or otheremployee benefit acts.



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hereunder are deemed by Agency to be key personnel whose services were amaterial inducement to Agency to enter into this Agreement, and withoutwhose services Agency would not have entered into this Agreement.Consultant shall not remove, replace, substitute, or otherwise change any keypersonnel 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 servicesunder this Agreement become unavailable due to resignation, sickness, orother factors outside of Consultant's control, Consultant shall be responsiblefor timely provision of adequately qualified replacements.

4. PAYMENT4.1 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 therates 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 costsmore than anticipated. No more than $52,500 will be paid until the draftMaster Plan report is submitted.

4.2 Invoices: Consultant shall submit its bills in arrears on a monthly basis, in a formapproved by Agency's Project Manager. The bills shall show or include:a. Consultant nameb. name of Agreementc. Agency's Project-Task number(s) 7022-1 and Account number(s) 687202-6570d. the task performed with an itemized description of services rendered by datee. the time in quarter hours devoted to the taskf. the hourly rate or rates of the persons performing the taskg. 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 ofwork and the project budget. Actual payment will be made as specified inParagraph 4.1 above.

5. TERMINATION5.1 Termination Without Cause. Notwithstanding any other provision of thisAgreement, 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 toConsultant.

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'7. INSURANCE

With respect to performance of work under this Agreement, Consultant shall maintaininsurance as described below:

Workers' Compensation Insurance. Consultant warrants that it currently has noemployees requiring workers' compensation insurance. Should Consultantengage any employees during the term of this Agreement or any extensions ofthe term, Consultant agrees to obtain workers' compensation insurance asfollows. Workers' compensation insurance with statutory limits as required bythe Labor Code of the State of California. Said policy shall be endorsed with thefollowing specific language:a. This policy shall not be cancelled or materially changed without first givingthirty (30) days' prior written notice to the sonoma County Water Agency.

7.2 General Liability Insurance. Commercial general liability insurance coveringbodily injury and property damage using an occurrence policy form, in anamount no less than one million dollars ($1,000,000.00) for each occurrence. Saidcommercial general liability insurance policy shall either be endorsed with thefollowing specific language or contain equivalent language in the policy:a. The Sonoma County Water Agency, its officers, agents, and empl@ees; is/are

*&*4 -.named as additional insured for all liability arising out of the operations~by ron behalf of the named insured in the performance of this Agreement. --b. The inclusion of more than one insured shall not operate to impairthe rightsof one insured against another insured, and the coverage afforded' shall applyas though separate policies had been issued to each insured, but the inclusion

rof more than one insured shall not operate to increase the limits of thecompany's liability.c. The insurance provided herein is primary coverage to the additionalinsured(s) with respect to any insurance or self-insurance programsmaintained by the additional insured(s).

d. This policy shall not be cancelled or materially changed without first givingthirty (30) days prior written notice to the Sonoma County Water Agency.

7.3 Automobile Liability Insurance. Automobile liability insurance covering bodilyinjury and property damage in an amount no less than five hundred thousanddollars ($500,000) combined single limit for each occurrence. said insurance shallinclude coverage for owned, hired, and non-owned vehicles. Said policy shall beendorsed 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-e1earlevidencing all coverages, limits, and endorsements required above. SaidCertificates and endorsements shall be submitted prior to the execution ofthis Agreement. Consultant agrees to maintain current Certificates of



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' IInsurance 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'srequest.

c. After the Agreement has been signed, properly executed Certificates ofInsurance and endorsements shall be submitted for any renewal orreplacement of a policy that already exists, at least ten (10) days beforeexpiration or other termination of the existing policy.

7.5 Policv Obligations. Consultant's indemnity and other obligations shall not belimited by the foregoing insurance requirements.

7.6 Material Breach. If Consultant, for any reason, fails to maintain insurancecoverage, which is required pursuant to this Agreement, the same shall bedeemed a material breach of this Agreement. Agency, in its sole option, mayterminate this Agreement and obtain damages from Consultant resulting fromsaid breach. Alternatively, Agency may purchase such required insurancecoverage, and without further notice to Consultant, Agency may deduct fromsums due to Consultant any premium costs advanced by Agency for suchinsurance. These remedies shall be in addition to any other remedies available toAgency.

7.7 Subconsultants' Insurance. Consultant shall require all of its subcontractors,subconsultants, and other agents to maintain the same insurance coverage asspecified above for Consultant.a. In addition, the sub-consultant developing the Master Plan shall carry the

following:(1) Professional Liabilihl Insurance. Professional liability insurance or allactivities of Consultant arising out of or in connection with this Agreement inan amount no less than one million dollars ($1,000,000) for each occurrence. Inthe event Consultant cannot provide occurrence policies for professional liabilityinsurance, Consultant shall provide insurance covering claims made as a resultof performance of this Agreement and shall maintain such insurance in effect fornot less than two (2 )years follozuing completion of performance of thisAgreement. Said policy shall be endorsed with the follozuing specific language:

This policy shall not be cancelled or materially changed without firstgiving thirty (30) days prior written notice to the Sonoma CountyWater Agency.

8. PROSECUTION OF WORK8.1 Consultant is authorized to proceed immediately with the performance of this

Agreement upon the Effective Date of this Agreement. Performance of theservices hereunder shall be completed within the time required herein, provided,however, that if the performance is delayed by earthquake, flood, high water, orother Act of God or by strike, lockout, or similar labor disturbances, the time for



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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.9. EXTRA OR CHANGED WORK

Extra or changed work or other changes to the Agreement may be authorizedonly by written amendment to this Agreement, signed by both parties. Agency'sGeneral Manager/Chief Engineer is authorized to amend the Agreementprovided amendments do not cumulatively increase the total cost to the Agencyby more than $25,000 and do not substantially change the scope of work. TheAgency's Board of Directors must authorize all other extra or changed work. Theparties expressly recognize that Agency personnel are without authorization toorder extra or changed work or waive Agreement requirements. Failure ofConsultant to secure such written authorization for extra or changed work shallconstitute a waiver of any and all right to adjustment in the Agreement price orAgreement time due to such unauthorized work and thereafter Consultant shallbe entitled to no compensation whatsoever for the performance of such work.Consultant further expressly waives any and all right or remedy by way ofrestitution and quantum meruit for any and all extra work performed withoutsuch express and prior written authorization of the Agency. . t + :, - z2.- " .

10. REPRESENTATIONS OF CONSULTANT0.1 Standard of Care. Agency has relied upon the professional ability and training ofConsultant as a material inducement to enter into this Agreement. Consultant

hereby agrees that all its work will be performed and that its operations shall beconducted in accordance with generally accepted and applicable profess~onalpractices and standards as well as the requirements of applicable federal, stateand local laws, it being understood that acceptance of Consultant's work byAgency shall not operate as a waiver or release.Status of Consultant. The parties intend that Consultant, in performing theservices specified herein, shall act as an independent contractor and shall controlthe work and the manner in which it is performed. Consultant is not to beconsidered an agent or employee of Agency and is not entitled to participate inany pension plan, worker's compensation plan, insurance, bonus, or similarbenefits Agency provides its employees. In the event Agency exercises its rightto terminate this Agreement pursuant to Article 5, above, Consultant expresslyagrees that it shall have no recourse or right of appeal under rules, regulations,ordinances, or laws applicable to employees.

10.3 Taxes. Consultant agrees to file federal and state tax returns and pay allapplicable taxes on amounts paid pursuant to this Agreement and shall be solelyliable and responsible to pay such taxes and other obligations, including, but not

o, state~d~fed~l~incOm~~ndFICAtaxeS.ConSu1~antgrees toindemnify and hold Agency harmless from any liability which it may incur tothe United States or to the State of California as a consequence of Consultant'sfailure to pay, when due, all such taxes and obligations. In case Agency is

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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 theseearnings.

10.4 Records Maintenance. Consultant shall keep and maintain full and completedocumentation and accounting records concerning all services performed thatare compensable under this Agreement and shall make such documents andrecords available to Agency for inspection at any reasonable time. Consultantshall maintain such records for a period of four (4) years following completion ofwork hereunder.

10.5 Conflict of Interest. Consultant covenants that it presently has no interest andthat it will not acquire any interest, direct or indirect, that represents a financialconflict of interest under state law or that would otherwise conflict in anymanner or degree with the performance of its services hereunder. Consultantfurther covenants that in the performance of this Agreement no person havingany such interests shall be employed. In addition, if requested to do so byAgency, Consultant shall complete and file and shall require any other persondoing work under this Agreement to complete and file a "Statement of EconomicInterest" with Agency disclosing Consultant's or such other person's financialinterests. .

10.6 Nondiscrimination. Consultant shall comply with all applicable federal, state,and local laws, rules, and regulations in regard to nondiscrimination inemployment because of race, color, ancestry, national origin, religion, sex,marital status, age, medical condition, pregnancy, disability, sexual orientation orother prohibited basis. All nondiscrimination rules or regulations required bylaw to be included in this Agreement are incorporated herein by this reference.

10.7 A ss im e n t of Rights. Consultant assigns to Agency all rights throughout theworld 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 laterprepared by Consultant in connection with this Agreement. Consultant agrees totake such actions as are necessary to protect the rights assigned to Agency in thisAgreement, and to refrain from taking any action which would impair thoserights. Consultant's responsibilities under this provision include, but are notlimited to, placing proper notice of copyright on all versions of the plans andspecifications as Agency may direct, and refraining from disclosing any versionsof the plans and specifications to any third party without first obtaining writtenpermission of Agency. Consultant shall not use or permit another to use theplans and specifications in connection with this or any other project without firstobtaining 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"), inwhatever form or format, assembled or prepared by Consultant or Consultant'ssubcontractors, consultants, and other agents in connection with this Agreementshall be the property of Agency. Agency shall be entitled to immediatepossession of such documents upon completion of the work pursuant to this

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Agreement. Upon expiration or termination of this Agreement, Consultant shallpromptly deliver to Agency all such documents, which have not already beenprovided to Agency in such form or format as Agency deems appropriate. Suchdocuments shall be and will remain the property of Agency without restrictionor limitation. Consultant may retain copies of the above described documentsbut agrees not to disclose or discuss any information gathered, discovered, orgenerated in any way through this Agreement without the express writtenpermission of Agency.

DEMAND FOR ASSURANCE11.1 Each party to this Agreement undertakes the obligation that the other's

expectation of receiving due performance will not be impaired. Whenreasonable grounds for insecurity arise with respect to the performance of eitherparty, the other may in writing demand adequate assurance of due performanceand until such assurance is received may, if commercially reasonable, suspendany performance for which the agreed return has not been received."Commercially reasonable" includes not only the conduct of a party with respectto performance under this Agreement, but also conduct with respect to otheragreements with parties to this Agreement or others. After receipt of a >ustifieddemand, failure to provide within a reasonable time, but not exceedingthirty-(30) days, such assurance of due performance as is adequate under tKe - rcircumstances of the particular case is a repudiation of this Agreement.Acceptance of any improper delivery, service, or payment does not prej,udice theaggrieved party's right to demand adequate assurance of future performa;ce.Nothing in this Article 11limits Agency's right to terminate this Agreementpursuant to Article 5.

12. ASSIGNMENT AND DELEGATION12.1 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, andno such transfer shall be of any force or effect whatsoever unless and until theother party shall have so consented.

13. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS ANDMAKING PAYMENTS13.1 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 paymentsshall be addressed as follows:

TO: Agency: Attention: Michael ThompsonSonoma CGTiEtyVEtE5AgencyPO Box 11628Santa Rosa, CA 95406



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TO: Consultant: Attention: Michael AllenMichael AllenCollaborative Housing SolutionsP.O. Box 4870Santa Rosa, CA 95402

When a notice, bill or payment is given by a generally recognized overnightcourier service, the notice, bill or payment shall be deemed received on the nextbusiness day. When a copy of a notice, bill or payment is sent by facsimile, thenotice 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 otherinstances, notices, bills, and payments shall be effective upon receipt by therecipient. Changes may be made in the names and addresses of the person towhom notices are to be given by giving notice pursuant to this Article.

14. MISCELLANEOUS PROVISIONS14.1 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 suchterm or promise or any subsequent breach of the same or any other term orpromise contained in this Agreement.

14.2 Construction. To the fullest extent allowed by law, the provisions of thisAgreement shall be construed and given effect in a manner that avoids anyviolation of statute, ordinance, regulation, or law. The parties covenant andagree that in the event that any provision of this Agreement is held by a court ofcompetent jurisdiction to be invalid, void, or unenforceable, the remainder of theprovisions hereof shall remain in full force and effect and shall in no way beaffected, impaired, or invalidated thereby. Consultant and Agency acknowledgethat they have each contributed to the making of this Agreement and that, in theevent of a dispute over the interpretation of this Agreement, the language of theAgreement will not be construed against one party in favor of the other.Consultant and Agency acknowledge that they have each had an adequateopportunity to consult with counsel in the negotiation and preparation of thisAgreement.

14.3 Consent. Wherever in this Agreement the consent or approval of one party isrequired to an act of the other party, such consent or approval shall not beunreasonably withheld or delayed.

14.4 No Third-Party Beneficiaries. Nothing contained in this Agreement shall beconstrued to create and the parties do not intend to create any rights in thirdparties.

14.5 Applicable Law and Forum. This Agreement shall be construed and interpretedaccording to the substantive law of California, regardless of the law of conflicts



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8 . '' to the contrary in any jurisdiction. Any action to enforce the terms of thisAgreement or for the breach thereof shall be brought and tried in the forumnearest 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 constructionor interpretation.

14.7 Merger. This writing is intended both as the final expression of the Agreementbetween the parties hereto with respect to the included terms and as a completeand exclusive statement of the terms of the Agreement, pursuant to Code of CivilProcedure Section 1856. No modification of this Agreement shall be effectiveunless and until such modification is evidenced by a writing signed by bothparties.

14.8 Time of Essence. Time is and shall be of the essence of this Agreement and everyprovision hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of thedate 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, 2 d f 5 6 fir p-Date:4/

Certificates of Insurance are on file withAgency

~)ao,/obWL(Date)

vice Chair, Board of DirectorsDate: 1 I 23 107

Attest:County Clerk and ex-officio Clerk of the

Board of DirectorsPotential Home Ownership Assistance Program - Phase 2


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EXHIBITAScope of Work

1. SCOPE OF WORK1.1 Task1 Investigate Existing Public Employee Housing Programs

a. Evaluate cost and feasibility of constructing employee housing at theAgency's West College Site. Under this task, Consultant shall prepare a draftrequest for proposal (RFP) following Proposition 35 rules, for preparing aconceptual master plan (Master Plan) for development of the West CollegeSite. Agency will review and comment on the draft RFP prior to Consultantpublishing the document. Consultant shall retain a sub-consultant whocarries appropriate Professional Liability Insurance to prepare the MasterPlan. The Master Plan shall describe the steps needed to convert the site fromits current use to a neighborhood. The plan will also include a conceptuallayout of the development, conceptual plan and elevation views of theproposed neighborhood, descriptions of the types and sizes of homes, ,, . . thatcould be constructed, public facilities such as parks and greenways, and theestimated cost for converting the site from its current use to housing.

b. Within 120 calendar days of the effective date of this Agreement, Consultantshall 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 onthe project, Agency will review and may authorize Consultant to finalize theMaster Plan. Within 30 days of receiving such authorization, Consultant shallsubmit six (6) copies of the final Master Plan to the Agency in electronicformat and in hard copy.

1.2 Task 2 - Investigate Land Trust Alternatives for Long-Term Management ofthe 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 toallow management of the employee housing project by a non-profit land trustfor Agency's review and comment.

1.3 Task 3 - Data collection and Outreach Assistancea. Assist Agency with data collection and outreach efforts to inform electedofficials and decision-makers of the Agency's proposed employee housingprogram and to solicit input on the draft employee housing program. Suchefforts include interviews, letters, surveys, and informational question anda.nswer-mee.~i.ngs~AAttatmmi.~.m.u.mm~OnSu.~.~aaAAttSha.~and outreach to:

Agency management and staff

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Sonoma County Board of SupervisorsSanta Rosa City CouncilNeighborhood residents located near the development siteFair Housing and Community advocatesSonoma County Housing Trust and CoalitionLabor OrganizationsDevelopment CommunityBusiness 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 difficultiesencountered for each Task described in the Scope of Work

1.4 Develop Recommendations for an Agency Housing ProgramA. Within 180 days of the effective date of this Agreement, Consultant shall

prepare a report presenting recommendations for an employee housingprogram. The report shall include thorough, detailed descriptions of homeownership financing alternatives for Agency employees; the proposedconversion of the West College Facility to employee housing; projectconstruction, operations and maintenance management alternatives for theWest College Housing Project; and estimated costs for homes in the WestCollege Housing Project.



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EXHIBITBSchedule of Rates

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EXHIBIT CEstimated Breakdown of Costs


Item of WorkEvaluate Feasibility of Constructing EmployeeHousingInvestigate Land Trust Alternatives for ProjectManagementConduct Outreach with Other PublicOrganizations in Sonoma CountyDevelop Recommendations for an AgencyHousing ProgramTotal

Amount$40,000$5,000

$10,000$15,000

$70,000.00


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Exhibit DInsurance Waiver

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. " I .'Susan KuehnFrom:.Sent:To:Subject:

Nancy Pechenino [[email protected]]Tuesday, May 23, 2006 2:43 PMSusan KuehnRe: Auto Insurance lowering of.limits

H i Susan,Yes, th is reduc tion is okay considering th e scope of work.Nancy>>> "Susan Kuehn" [email protected]~ 5/ 23 /0 6 1:14 PM >>>

H i Nancy,I ' m doing an agreement enti t led, Agreement For Inves tigating th e Fe asibi l ity of and Providing Recommendations fo ra Potential Home Ownership Assistance Program (W ork For ce Housing Projec t) Phase 2 andI ave an insurancewaiver request from th e consultant. Th e amount of th e agreement is $70,000 and i t 's most ly a desk job w i th somemeetings.$25,000 wo rth of work is being subbed out t o an engineering f i rm, so th e primary consultant's p a rt is $45 ,000worth of work. He asked if we can accept his coverage a t $50 0,00 0 instead o f $1 million.

1.1 Automobile Lia bil i ty Insurance. Autom obile l iabil i t yinsurance covering bodily in jur y and pro pe rty damage in an amount no less than five hund red thousand do llars($500,000 ) combined single limit f o r each occurrence. Said insurance shall include coverage fo r owned, hire d, andnon-owned vehicles. Said policy shall be endorsed wit h th e following language:

a. This pol icy shal l not be cancelled or m aterial ly changed withou t f i rs t giving t h ir t y (30) days pr ior w ri t te n noticet o t he Sonoma County W at er Agency.

The work includes th e following:Task 1 - Inv est iga te Exist ing Public Employee Housing Programs

Task 2 - Inves tigate Land Tru st Alternatives f o r Long-Term Management of th e Employee Housing Pro ject .Task 3 - Data Collection and Ou treac h A ssistanceTask 4 - Develop Recommendations fo r an Agency Housing Program(Mike Thompson of our off ic e is th e Pr ojec t Manager, his number is 521-1863).Thanks,


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SPECTRUM POL ICY DECLARATIONS (Continued)POLICY NUMBER: 57 SBM BZ8 6 8 1

ADDITIONAL INSUREDS: THE FOLLOWING ARE ADDITIONAL INSUREDS FOR BUSINESSLIABILITY COVERAGE IN THIS POLICY.

LOCATION: 001 BUILDING: 001TYPE: PERSON/ORGANIZATION:NAME: SONOMA COUNTY WATER AGENCYSANTA ROSA, CA 95406

FormSS 00 02 I 1 93 T Printed in U.S.A. (NS)ProcessDate: 0 5 / 1 8 / 0 6

Page 0 0 4 (CONTINUED ON NEXT PAGE)Policy Expiration Date: 0 5 / 1 5 / 0 7


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NorthWest Insurance Agency-SRAgency L icense #0580581PO Box 1180, 418 B StreetSanta Rosa CA 95402-1180Phone:707-573-1300 Fax:707-573-0313

I .. ncom- CERTIFICATE OF LIABILITY INSURANCE COLLA-3SR YG

Collaborative HousingSolutionsMlchael Allen, DBAP O Box 4870santa Rosa CA 95402

DATE (MMIDDNYW)05/15/06

I ONLY AND CONFERS NO RIGHTS UPON T HE CERTIFICATE IPRODUCER 1 THIS CERTIFICATE IS ISSUED AS A MA TTER OF INFORMATIONHOLDER.THIS CERTIFICATE DOES NO T AN~END, XTEND-ORI ALTER TH E COVERAGE AFFORDED BY TH E POLICIES BEL OWINSURERS AFFORDING COVERAGEINSURER A Hartford InsuranceINSURER BINSURER CINSURER D

1 I INSURER E: ICOVERAGESTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME D ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDINGANY REQ UIREMENT . TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RES PECT TO WHICH THlS CER TIFICATE MAY BE ISSU ED ORMAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESC RIBED HEREIN IS SU BJECT TO A LL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCHPOLICIES AGGREG ATE LIMITS SHOWN MAY I-AVE BEEN REDUCED BY PAID CLAIM S

I I I GENERAL LlABlLrrYP O L I Y E F F m N

GENERAL LIABILITYCLAIM S W E OCCUR

TYPE OF INSURANCE POLICY NUMBERI EACH OCCURRENCE lrs i o o o n n n 1

MED EXP (Any one person) I $ 10

DATE (MMIDDPN)

PERSONAL& ADV INJURY 1 $ 10GENERAL AGGREGATE 1 $2000000

DATE (MMIDDPN)

AUTOMOB ILE LIABILITYl i b NY AUTO

LIMITS

GEN'L AGGREGATE LIMIT APPLIES PER'LOC

I I tl LL OWNED AUTOSSCHEDULED AUTOSPRODUCTS- COMP/OP AGG 1 $ 2COMBINED SINGLE LlMlT $ 10Ea accldent) IBODILY INJURY(per person) $

A

IEXCESSIUMBR ELLA LlABlLllY7 CCUR CLAIMS MADE7 EDUCTIBLE

X----I 1 RETENTION $

WORKER S COMPENSATION ANDEMPLOYERS LIABILITYANY PROPRIETORIPARTNERIEXECWEOFFICER/MEMBER EXCLUDED?

DESCRIPTION OF OPERA TIONS I OCATIONSI EHICLES I EXCLUSIONS ADDED BY ENDO RSEMENT/ SPECIAL PROVISIONS*Except 10 days notice for nonpayment.Certificate Holder is Additional Insured fo r all liability arising out ofoperations by or on behalf of the named insured per contract. This coverageis primary with right of subrogation waived.

EHCHOCCURRENCEAGGREGATE

lf yes, describe underSPECIAL PRO VISIONS belowOTHER

I ICERTIFICATE HOLDER CANCELLATION

HIRED AUTOSNON-OWNEDAUTOS

GARAGE LIABILITYANY AUTO

$$$$

Sonoma County Water Agencyits officers,agents &employees

$

$$

WC SIATU-TORY LIMITS

Attn Susan KuehnP O Box 11628santa Rosa CA 95406

57SBMBZ8681

O I KER

E L D ISEASE - POLICY LIMIT

I ACORD 25 (2001108)

E L EACH ACCIDENTE L DISEASE - EAEMPLOYEE

$

DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *% DAYS WRliTENNOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SH ALL I

05/15/06

IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS ORREPRESENTATIVES. I

IO ACORD CORPORATION 1988

05/15/07 BODILY INJURYPROPERTY DAMAG E(Per accident)AUTO ONLY - EAACCIDENTOTHERTHANAUTO ONLY AGG

$

$$$6


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