Академический Документы
Профессиональный Документы
Культура Документы
COUNTY
WATER
~
AGE N C Y
February 5, 2009
Michael Allen
Collaborative Housing Solutions
P.O. Box 4870
Santa Rosa, CA 95402
RE: First Amended Agreement For Investigating the Feasibility of and Providing
Recommendations for a Potential Home Ownership Assistance Program (Work Force
Housing Project) Phase 2 .
Sincerely,
Cku~R,~~
Lin Hartley
Technical Writing Specialist
Encs
c Mike Thompson
Accounting/Auditor
P.O. Box 11628 - Santa Rosa, CA 95406 - 404 Aviation Boulevard - Santa Rosa, CA 95403 - (707) 526-5370 - Fax (707) 544-6123
LLH: \ \fileserver\data\techw\agreements\0506-090a.doc version: 1/22/20091:37:00 PM
TW 05/ 06-90A
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. Sonoma County Water Agency ("Agency") and Michael Allen ("Consultant") entered into
an agreement for Agreement For Investigating the Feasibility of and Providing
Recommendations for a Potential Home Ownership Assistance Program (Work Force
Housing Project) Phase 2, dated January 23,2007.
B. Consultant represents that he is a duly qualified workforce housing consultant with
expertise in public housing issues and related services.
C. The cost of housing in Sonoma County has risen significantly over the past several years.
D. The high cost of housing could adversely affect the ability of local governmental entities to
attract and retain high-quality employees.
E. 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.
G. The Agency is interested in evaluating the feasibility of converting the West College Site to
employee housing for Agency.
H. The Agency wishes Consultant to conduct additional planning, research, and collaboration
with City of Santa Rosa to include College Ave property as part of the City of Santa Rosa's
General Plan amendment; and to identify existing home ownership programs for
employees.
In consideration of the foregoing recitals and the mutual covenants contained herein, the
parties hereto agree as follows:
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.
4. PAYMENT
4.1 Method of Payment: 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 $95,000,
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
Potential Home Ownership Assistance Program - Phase 2 A-3
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.
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 Payment 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
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, sustained
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 indemnity 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 isa possible obligation to indemnify,
7. INSURANCE
With respect to performance of work under this Agreement, Consultant shall maintain
insurance as described below:
7.1 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 ($l,OOO,OOO.OO)£or each occurrence. Said
commercial general liability insurance policy shall either be endorsed with the
following specific language or contain equivalent language in the policy:
a. The Sonoma County Water Agency, its officers, agents, and employees, is! are
named as additional insured for all liability arising out of the operations by or
on behalf of the named insured in the performance of this Agreement.
b. The inclusion of more than one insured shall not operate to impair the rights
of one insured against another insured, and the coverage afforded shall apply
as though separate policies had been issued to each insured, but the inclusion
of more than one insured shall not operate to increase the limits of the
company's liability.
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
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.
/
/
Reviewed as to funds:
•~~&I
Agency's Division Manager -
. Administrative Services
(Date)
ntYW~ter~
By: I"?-/"
Ra ff) . Poole, Agency's General
Manager/ Chief Engineer
#27& ('
Date: _--L...£..--=::....-"--~-=--e------
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 ofthis 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 Project.
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. ,"
Item Rate