Michael Allen Agree Amendment 1

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SONOMACOUNTYWATER

GE N C YFILE:0-0-21 ALLEN, MICHAEL (LAWOFFICESDBACOLLABORATIVE HOUSING SOLUTIONS

(AGREEMENT FOR INVESTIGATING THEFEASIBILITY OFANDPROVIDING RECOMMENDATIONS

FORAPOTENTIAL HOME OWNERSHIP ASSISTANCEPROGRAM {WORKFORCEHOUSING PROJECT}

PHASE2) TW#05/06-90 A

February 5, 2009

Michael AllenCollaborative Housing SolutionsP.O. Box 4870Santa Rosa, CA 95402

RE: First Amended Agreement For Investigating the Feasibility of and ProvidingRecommendations for a Potential Home Ownership Assistance Program (Work ForceHousing Project) Phase 2 .Dear Mr. Allen:

Enclosed is your fully signed copy of the subject amended agreement.Sincerely,

C k u ~ R , ~ ~Lin HartleyTechnical Writing Specialist

Encsc Mike Thompson

Accounting/Auditor

RW\fileserver\Data\CL\pinks\week020209\0506-90AExec Itr.doc

P.O. Box 11628 - Santa Rosa, CA 95406 - 404 Aviation Boulevard - Santa Rosa, CA 95403 - (707) 526-5370 - Fax (707) 544-6123


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LLH: \ \fileserver\data\techw\agreements\0506-090a.doc version: 1/22/20091:37:00 PM

TW 05 / 06-90A

First Amended Agreement For Investigating the Feasibility of and-ProvidingRecommendations for a Potential Home Ownership Assistance Program

(Work ForceHousing Project) Phase 2

This agreement ("Agreement") is by and between Sonoma County Water Agency, abody corporate and politic of the State of California (hereinafter 1/ 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.

RECITALS

A. Sonoma CountyWater Agency ("Agency") and Michael Allen ("Consultant") entered intoan agreement for Agreement For Investigating the Feasibility of and ProvidingRecommendations for a Potential Home Ownership Assistance Program (Work ForceHousing Project) Phase 2, dated January 23,2007.

B. Consultant represents that he is a duly qualified workforce housing consultant withexpertise 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-qualityemployees.

E The Agency plans to vacate its approximate 7-acre operations and maintenance center at2150West College Avenue in Santa Rosa (West College Site) after construction of a newoperations and maintenance center in the Airport Business Center.

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

H. The Agency wishes Consultant to conduct additional planning, research, and collaborationwith City of Santa Rosa to include College Ave property as part of the City of Santa Rosa'sGeneral Plan amendment; and to identify existing home ownership programs foremployees.

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1. In the judgment of the Agency's General Manager/Chief Engineer, it is necessary anddesirable to employ the services of Consultant for advice and services related to the WorkForce Housing Project.In consideration of the foregoing recitals and the mutual covenants contained herein, the

parties hereto agree as follows:AGREEMENT

1. RECITALS1.1 The above recitals are t rue 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. Exhibit D: Insurance Waiver

3. SCOPE OF 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 meetwithAgency to review the qual ity 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.



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3.4 Assigned Personnel.a. Consultant shall assign only competent personnel to perform work _hereunder. In the event that at any ~ 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. Anyand all persons identified in this Agreement or any exhibit hereto as theprojectmanager, project team, or other professional performing workhereunder 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:IProjectManager IMichael Allen

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 ofConsultant's control, Consultant shall be responsiblefor timely provision of adequately qualified replacements.

4. PAYMENT4.1 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 t ime and material basis in accordance with the

rates se t forth in Exhibit B, provided, however, that Consultant agrees toperform all services described herein for an amount not to exceed $95,000,regardless of whether it takes Consultant more t ime 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 t ime 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 of



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work and the project budget. Actual payment will be made as specified inParagraph 4.1 above.

5. TERMINATION5.1 Termination WithoutCause., Notwithstanding any other provision of thisAgreement, at any time and without cause, Agency shall have the right , in itssole discretion, to terminate this Agreement by giving 5 days wri tten 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 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 PaymentUpon 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 oftermination.

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 amountof damage, if any, sustainedby Agency by virtue of the breach of the Agreement by Consultant.

6. INDEMNIFICATION6.1 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, holdharmless, reimburse and release Agency, its officers, agents, and employees,from and against any and all actions, claims, damages, disabilities, liabilities andexpense including, but no t limited to attorneys' fees and the cost of litigationincurred in the defense of claims as to which this indemnity 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 thewillfulmisconduct of Agency. If there isa possible obligation to indemnify,



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Consultant's duty to defend exists regardless ofwhether 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 no t limited in any way by any limitation on theamount or type of damages or compensation payable to or for Consultant or itsagents under workers! compensation acts, disability benefits acts, or otheremployee benefit acts.

7. INSURANCEWith respect to performance of work under this Agreement, Consultant shall maintaininsurance as described below:7.1 Workers' Compensation Insurance. Consultantwarrants that it currently has noemployees requiring workers' compensation insurance. Should Consultantengage any employees during the term of this Agreement or any extensions of

the 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 giving

thirty (30) days' prior written notice to the SonomaCounty Water Agency.7.2 General Liability Insurance. Commercial general liability insurance covering

bodily injury and property damage using an occurrence policy form, in anamount no less than one million dollars ($l,OOO,OOO.OO)or each occurrence. Saidcommercial general liability insurance policy shall either be endorsed with thefollowing specific language or contain equivalent language in the policy:a. The SonomaCountyWater Agency, its officers, agents, and employees, is ! are

named as additional insured for all liability arising out of the operations by oron behalf of the named insured in the performance of this Agreement.

b. The inclusion ofmore than one insured shall not operate to impair the rightsof one insured against another insured, and the coverage afforded shall applyas though separate policies had been issued to each insured, but the inclusionof more than one insured shall no t operate to increase th e limits of thecompany's liability.

c. The insurance provided herein is primary coverage to th e 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 CountyWater 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 shallPotential Home Ownership Assistance Program- Phase 2 A-5


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include coverage for owned, hired, an d non-owned vehicles. Said policy shall beendorsed with the following language:a. This policy shall not be cancelled or materially changed without first givingthirty (30) days prior written notice to the Sonoma County WaterAgency.

7.4 Documentation. The following documentation shall be submitted to the Agency.a. Properly executed Certificates of Insurance an d policy endorsements clearlyevidencing all coverages, limits, an d endorsements required above. SaidCertificates an d endorsements shall be submitted prior to the execution ofthis Agreement. Consultant agrees to maintain current Certificates ofInsurance an d endorsements evidencing the above-required coverages, limits,an d 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 or

replacement of a policy that already exists, at least ten (10) days beforeexpiration or other termination of the existing policy.7.5 Policy Obligations. Consultant's indemnity an d other obligations shall no t belimited by the foregoing insurance requirements.7.6 Material Breach. If Consultant, for an y reason, fails to maintain insurancecoverage, which is required pursuant to this Agreement, th e same shall be

deemed a material breach of this Agreement. Agency, in its sole option, ma yterminate this Agreement an d obtain damages from Consultant resulting fromsaid breach. Alternatively, Agency ma y purchase such required insurancec o v e r ~ g e , an d without further notice to Consultant, Agency m ay d ed uc t fromsums du e to Consultant any premium costs advanced by Agency for suchinsurance. These remedies shall be in addition to an y other remedies available toAgency.

7.7 Subconsul tants' 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 thefollowing:

(1) Professional Liability Insurance. Professional liability insurance for allactivities of Consultant arising ou t of or in connection with this .Agreement in a n a mo un t no less than one million dollars ($1,000,000) foreach occurrence. In the event Consultant cannot provide occurrencepolicies for professional liability insurance, Consultant shall provideinsurance covering claims made as a result of performance of thisAgreement an d shall maintain such insurance in effect for no t less thantwo (2) years following completion of 'performance of this Agreement.Said policy shall be endorsed with the following specific language:



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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 forConsultant's performance of this Agreement shall be extended by a number ofdays equal to the number of days Consultant has been delayed.

9. EXTRA OR CHANGED WORK9.1 Extra or changed work or other changes to the Agreement may be authorized

only by written amendment to this Agreement, signed by both parties. 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 ent it led 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.

10. REPRESENTATIONS OF CONSULTANT10.1 Standard of Care. Agency has relied upon the professional ability and training of

Consultant as a material inducement to enter into this Agreement. Consultanthereby agrees that all its work will be performed and that its operations shall beconducted in accordance with generally accepted and applicable professionalpractices 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.

10.2 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 no t to beconsidered an agent or employee of Agency and is no t 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 expressly

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agrees 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 an d state tax returns a nd p ay allapplicable taxes on amounts paid pursuant to this Agreement and shall be solelyliable and responsible to pa y such taxes a nd o th er obligations, including, but no tlimited to, state an d federal income an d FICA taxes. Consultant agrees toindemnify and hold Agency harmless from an y liability which it ma y incur tothe United States or to the State of California as a consequence of Consultant 'sfailure to pay, when due, all such taxes an d obligations. In case Agency isaudited for compliance regarding any withholding or other applicable taxes,Consultant agrees to furnish Agency w it h p r oo f of payment of taxes on theseearnings.

10.4 Records Maintenance. Consultant shall keep and maintain full and completedocumentation an d accounting records concerning all services performed thatare compensable under this Agreement a nd s ha ll make such documents an drecords available to Agency for inspection at an y 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 ha s n o interest an dthat it will no t acquire an y interest, direct or indirect, that represents a financialconflict of interest under st at e l aw or that would otherwise conflict in an ymanner or degree with the performance of its services h ereun d er . C on sul tan tfurther covenants that in th e performance of this Agreement no person havingany such .interests shall be employed. In addition, if requested to do so byAgency, Consultant shall complete an d file and shall require any o t her persondoing work under this Agreement to complete an d 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,an d local laws, rules, an d 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 rulesor regulations required bylaw to be included in this Agreem.ent are incorporated herein by this reference.

10.7 Assignment of Rights. Consultant assigns to Agency all rights throughout theworld in perpetuity in th e nature of copyright, trademark, patent, right to ideas,in an d to all versions of th e plans an d specifications, if any, now or laterprepared by Consultant in connection with this Agreement. Consultant agrees totake such actions as are necessary to protect th e rights assigned to Agency in thisAgreement, an d to refrain from taking any action which would impair thoserights. Consultant's responsibilities under this provision include, but are no tlimited to, placing proper notice of copyright on all versions of th e plans an dspecifications as Agency may direct, an d refraining from disclosing any versionsof the p la ns a nd specifications to any third party without first obtaining written

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permission of Agency. Consultant shall not use or permit another to use theplans and specifications in connectionwith this or any other projectwithout firstobtaining written permission of Agency.

10.8 Ownership and Disclosure ofWork 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 thisAgreement. 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. Consultantmay retain copies of the above described documentsbu t agrees no t to disclose or discuss any information gathered, discovered, orgenerated in any way through this Agreementwithout the express writtenpermission of Agency.

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

expectation of receiving due performancewillnot be impaired. When .reasonable 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 no t been received."Commercially reasonable" includes not only the conduct of a party with respectto performance under this Agreement, bu t also conduct with respect to otheragreements with parties to this Agreement or others. After receipt of a justifieddemand, failure to provide within a reasonable time, but not exceeding thirty(30) days, such assurance of due performance as is adequate under thecircumstances of the particular case is a repudiation of this Agreement.Acceptance of any improper delivery, service, or payment does not prejudice theaggrieved party's right to demand adequate assurance of future performance.Nothing in thisArticle 11 limits 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 Agreementwithout the prior written consent of the other, andno such transfer shall be of any force or effectwhatsoever unless and until theother party shall have so consented.



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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:

TO: Consultant:

Attention: Michael ThompsonSonoma County Water AgencyPO Box11628Santa Rosa, CA 95406Attention: Michael AllenMichael AllenCollaborative Housing SolutionsP.O. Box 4870Santa Rosa, CA 95402

13.2 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 NoWaiver of Breach. The waiver by Agency of any breach of any term or

promise contained in this Agreement shall no t 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 theAgreementwill not be construed against one party in favor of the other.Consultant and Agency acknowledge that they have each had an adequate



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opportunity to consult with counsel in th e negotiation and preparation of thisAgreement.

14.3 Consent. Wherever in this Agreement th e consent or approval of one party isrequired to an act of th e other party, such consent or approval shall no t beunreasonably withheld or delayed.

14.4 No Third-Party Beneficiaries. Nothing contained in this Agreement shall beconstrued to create an d the parties do no t intend to create any rights in thirdparties.

14.5 Applicable Law an d Forum. This Agreement shall be construed an d interpretedaccording to the substantive law of California, regardless of t he l aw of conflictsto th e contrary in any jurisdiction. An y action to enforce t he t er ms of thisAgreement or for t he br ea ch thereof shall b e b r ou g ht a n d t r ie d in th e forumnearest to the city of Santa Rosa, in th e County of Sonoma.

14.6 Captions. The captions in this Agreement are solely for convenience of reference.They are no t a part of this Agreement an d shall have no effect on its constructionor interpretation.

14.7 Merger. This writing is intended both as th e final expression of t he A gre e me ntbetween the parties he re to w i th respect to th e included terms and as a completean d exclusive statement of the terms of th e Agreement, pursuantto Code of CivilProcedure Section 1856. No modification of this Agreement shall be effectiveunless an d until such modification is evidenced by a w ri ti ng s ig ne d b y b ot hparties.

14.8 Time of Essence. Time is an d shal lbe of th e essence of this Agreement and everyprovision hereof.

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IN WITNESS WHEREOF, th e parties hereto have executed this Agreement as of thedate last signed by the part ies to th e Agreement. .

Reviewed as to funds:~ ~ & IAgency's Division Manager . Administrative Services

Michael Allen, db a Collaborative HousingSolutions, a 501: pr"rietorshipBy: ' I Michael Allen

(Please print name here)

Certificates of Insurance are on file withAgency

Date: _ - - L . . . . . - - = : : . . . . - " - - ~ - = - - e - - - - - -

n t Y W ~ t e r ~By: I"?-/"

Ra ff) .Poole, Agency's GeneralManager/ Chief Engineer#27& ('

(Date)



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EXHIBIT AScope of Work

1. SCOPE OF WORK1.1 Task 1 - 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 fo r Long-Term Management ofthe 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 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 elected

officials and d e c i s i o n - ~ a k e r s 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 andanswer meetings. At a minimum, Consultant shall assist with data collectionand outreach to: Agency management and staff Sonoma County Board of Supervisors

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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.

b. Continue outreach services for advancing implementation of aredevelopment plan for the West College property - completed by June 30,2009.

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..1.5 Assist in Santa Rosa General Plan Amendment

a. By April 31, 2009 conduct additional planning, research, and collaborationwith City of Santa Rosa to include College Ave. property as part of the City ,ofSanta Rosa's General Plan amendment. .

1.6 Evaluate Alternate Home Ownership Programsa. By April 31, 2009, identify existing employee home ownership programsb. Attend and facilitate meetings with entities that provide employee home

ownership programs.1.6 Bimonthly Reports:

a. Prepare monthly progress reports. The reports shall be prepared in draftform and one copy submitted to Agency on the first of eachmonth during theterm of this Agreement.

b. Bimonthly reports shall include the following: A detailed list of work performed



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Dates and subject of meetings conducted, meeting attendees, andsummary of meeting results

A detailed description of the progress of the study. Other information as appropriate or as requested by Agency's Project

Manager

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EXHIBIT BSchedule of Rates

Item RateConsultant $125.00 pe r hourCopies $ 0.10 per pagePostage at cost + 10%Overnight mail at cost + 10%Telephone at cost + 10%Mileage for personal car $0.481/2 per mile

.........................................................................................-.................................................................. ......--...........................................................................or Rental car daily rate, at cost

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EXHIBIT CEstimated Breakdown of Costs

Item of Work AmountEvaluate Feasibility of Constructing Employee $40,000HousingInvestigate Land Trust Alternatives for Project $5,000ManagementConduct Outreach w i th O t he r Public $10,000Organizations in Sonoma CountyDevelop Recommendations for an Agency $15,000Housing ProgramInvestigating and developing alternate $25,000homeownership programs for Agency staff.Total $95,000.00

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Michael Allen Agree Amendment 1

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