Point Arena City Council
October 22, 2024

POINT ARENA CITY COUNCIL
AGENDA

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH ENVIRONMENTAL SCIENCE

ASSOCIATES FOR SEA LEVEL RISE STUDY
Approve Resolution 2024-27 for First Amendment To Contract With Environmental Science Associates For Professional Services And Authorizing Interim City Manager To Execute Contract with Total Contract Amount Not To Exceed $92,000
In August 2023, Environmental Science Associates (ESA) submitted the Draft SEA-LEVEL RISE ANALYSIS AND VULNERABILITY ASSESSMENT FOR POINT ARENA COVE. The draft was presented to the City Council on October 24, 2023. The draft report was also forwarded to staff of the California Coastal Commission for review and comments.

In April 2024, Coastal Commission staff forwarded their comments to the City on the draft Analysis (Attachment III). City and Commission staff have discussed the process to complete the Sea Level Rise Analysis as well as finalize an amendment to the City’s LCP. The original Coastal Commission grant has $7,000 that has not been expended. ESA has agreed to complete all the necessary work to finalize the draft Sea Level Rise Analysis as well as the required amendment to the City’s LCP. Per the recommended Resolution and contract amendment, the Scope of Work has been revised, the budget has been increased from $85,000 to $92,000, and the contract term is extended to June 30, 2025.

The increased budget will be paid out of the current Coastal Commission LCP grant.

Attachment I – Resolution 2024-27
Attachment II - Contract Amendment
Attachment III – Coastal Commission Letter
Attachment IV – ESA Contract
Peggy Ducey, Interim City Manager
AGENDA ITEM: IX.A
MEETING DATE: 10/22/2024
TITLE

RECOMMENDED ACTION

FISCAL IMPACT

CITY MANAGER SIGNATURE

ATTACHMENTS

ANALYSIS
RESOLUTION NO. 2024-27

RESOLUTION OF THE POINT ARENA CITY COUNCIL APPROVING FIRST AMENDMENT TO

CONTRACT WITH ENVIRONMENTAL SCIENCES ASSOCIATES FOR PROFESSIONAL SERVICES

AND AUTHORIZING INTERIM CITY MANAGER TO EXECUTE CONTRACT (TOTAL CONTRACT AMOUNT NOT TO EXCEED $92,000) SUBJECT TO CITY ATTORNEY APPROVAL AS TO FORM WHEREAS, the City and Consultant entered into a Professional Services Agreement (“Contract”) on December 21, 2022; and
WHEREAS, the Consultant has demonstrated a skillful expertise in sea level rise analysis; and WHEREAS, the City necessitates further professional services to address California Coastal Commission staff comments to the draft Sea-Level Rise Analysis and Vulnerability Assessment for Point Arena Cove; and
WHEREAS, the City intends to modify the contract not to exceed amount from $85,000 to $92,000; and
WHEREAS, the City desires to extend the length of the existing contract to June 30, 2025, and thereby benefit from the Consultant’s expertise; and
WHEREAS, the costs associated with this contract would be paid through grant funds from the California Coastal Commission grant.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Point Arena does hereby approve a First Amendment to the Professional Services Agreement with Environmental Sciences Associates.

PASSED AND ADOPTED The foregoing Resolution No. 2024-27 was passed and adopted at a regular meeting of the Point Arena City Council on the 22nd day of October 2024 by the following vote:

Motion by _______, Seconded by ________.

Ayes: Noes: Absent: Abstain:

Barbara Burkey
Mayor
ATTEST:

Molly Haviland, Deputy City Clerk
1 Marie Jones Consulting

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
WITH

ENVIRONMENTAL SCIENCE ASSOCIATES
THIS FIRST AMENDMENT is made and entered into this 22nd day of October 2024, by and between the CITY OF POINT ARENA, a municipal corporation, 451 School Street, Point Arena, California 95468 (“City”), and ENVIRONMENTAL SCIENCE ASSOCIATES (“Consultant”).

WHEREAS, the City and Consultant entered into a Professional Services Agreement (“Contract”) on December 21, 2022; and
WHEREAS, the Contract states that Consultant will provide sea level rise expertise and planning services as described in Consultant’s Scope of Work attached as Exhibit A; and
WHEREAS, the City intends to modify the contract amount from $85,000 to $92,000; and
WHEREAS, the costs associated with this contract would be paid through LCP grant funds from the California Coastal Commission.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Point Arena does hereby approve a First Amendment to the Professional Services Agreement with Environmental Science Associates; and
BE IT FURTHER RESOLVED, for the aforementioned reasons and other valuable consideration, the receipt and sufficiency of which is acknowledged, City and Consultant hereby agree that the Professional Services Agreement is hereby amended as follows:

SECTION 2. TERM
Section 2. Term is hereby amended to extend the expiration date of the Contract to June 30, 2025.

SECTION 4. PAYMENT TERMS AND NOT TO EXCEED AMOUNT
Section 4.B is hereby amended that “Not to Exceed Amount is $92,000/

EXHIBIT A - SCOPE OF WORK
In Exhibit A - Scope of Work, a new Task 9 shall be added as follows:
• Revise SLRVA assessment per comments received from and discussed with the Coastal Commission
2 Marie Jones Consulting
• Revise the SLR LCP Policy Recommendations memo per comments received from and discussed with the Coastal Commission
• Integrate the SLR LCP Policy Recommendations as a chapter into the SLRVA report and finalize, submit report to City and Coastal Commission. • Prepare an amendment to the Community Health and Safety Element of the LCP, showing in underline and strikethrough formatting the recommended policy changes described in the revised SLR LCP Policy Recommendations Memo. City would be responsible for submitting the draft amendment to the Coastal Commission for their review (assume 2 months).
• Participate in a 2-hour working meeting with City staff to review comments from the Coastal Commission staff and revise the LCP Amendment.
• Provide support for City staff by addressing technical / policy questions at City Council meeting (remote attendance, in-person attendance may be possible).

In Exhibit A under Budget, Table 1. Estimated Budget for Labor and Expenses, Task 9 shall be added defined as:

Task 9 Response to Coastal Commission and LCP Update $7,000 PROJECT TOTAL $91,999

1. All terms not defined herein shall have the same meaning and use as set forth in the Agreement, as amended.

2. All other terms, conditions, and provisions of the Agreement, as amended, shall remain in full force and effect.

3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and the Agreement and First Amendment shall constitute one Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written.

CITY CONSULTANT
By: By:

Peggy Ducey Christie Beeman
Its: Interim City Manager Its: Director, Environmental Science Assoc 3 Marie Jones Consulting
ATTEST:

By:

Paul Andersen
City Clerk
APPROVED AS TO FORM:

By:

Baron J. Bettenhausen
City Attorney
STATE OF CALIFORNIA — NATURAL RESOURCES AGENCY GAVIN NEWSOM, GOVERNOR

CALIFORNIA COASTAL COMMISSION

NORTH COAST DISTRICT
1385 8TH STREET, SUITE 130
ARCATA, CA 95521
PHONE: (707) 826-8950
WWW.COASTAL.CA.GOV
April 5, 2024
Paul Andersen
City Manager
City of Point Arena
451 School St
Point Arena, CA 95468
[email protected]
Re: City of Point Arena Sea Level Rise Policy Recommendations for Updates to the Community Health & Safety Element Memo
Dear Mr. Andersen,
We are in receipt of the City of Point Arena’s memorandum titled “Sea-Level Rise Policy Recommendations for Updates to the Community Health & Safety Element of the City of Point Arena’s General Plan/Local Coastal Plan” by ESA Consultants (Policy Memo). This letter and the attached draft with comments include our recommendations on the Policy Memo. When the City ultimately submits its draft and adopted Local Coastal Program (LCP) amendment for our review, we will likely have additional comments based on the policies in the proposed amendment.

We understand that the City intends to complete an initial update to the Community Health & Safety Element (CHSE) to incorporate baseline sea level rise policies and the sea level rise vulnerability assessment (SLRVA) that is a deliverable for the rolling LCP grant received by the City. We also understand that the City intends to seek funding for studies, public engagement, and development of more specific policies relating to sea level rise adaptation in the future, which would ultimately result in another LCP update. We are supportive of this phased update approach to the City’s LCP and are happy to discuss future LCP grant funding opportunities for this work. Because the City envisions the current subject LCP update as a baseline update, our comments focus on the fundamental sea level rise policies that we recommend be included in every LCP and policies that are specific to the City’s SLRVA, instead of policies focused on adaptation. The Policy Memo also contains additional policy considerations without proposing draft language, so our comments on these considerations are similarly general. We are available to discuss our comments and any draft policy language.

We recommend developing policy recommendations on the following additional issues to better address the potential impacts of sea level rise in a future LCP update. • Incorporation of the SLRVA. The Policy Memo does not include any policies that directly incorporate the data or findings of the City’s SLRVA. We recommend including policies that, at a minimum, reference the SLRVA in the following policy areas Attachment I

identified in the proposed Section 3.6, Sea-Level Rise Policies and Programs: best available science, hazard identification and mapping, and sea level rise adaptation. • Phased updates and sea level rise adaptation plan. Commission staff commend the City for proposing to commit to development of a Sea Level Rise Adaptation Plan in their LCP. Although the City has communicated to Commission staff that it intends to update its LCP once the adaptation work it is currently pursuing is completed, the Policy Memo does not reference these future LCP updates. We recommend committing in the LCP to a phased approach to LCP updates for sea level rise and acknowledging that the LCP update at-hand is part of a phased update process. One way of fostering this is by identifying an anticipated timeframe associated with the update and including a policy that defines a date when the LCP will be reviewed and amended in future phases. Selecting an applicable timeframe also helps communities better understand and digest how the policies will play out on the ground so an adaptation plan can be developed with community input utilizing information gained from the SLRVA and future adaptation work.
• Assumption of risk. The Policy Memo recommends an assumption of risk policy that requires applicants to acknowledge and agree that the development is located in a hazardous area or an area that may become hazardous in the future. Requiring property owners to assume the risks of developing in hazardous locations will help avoid the need to spend public funds on disaster recovery for private development and will ensure future owners are aware of limits on the use of shoreline armoring that could harm coastal resources. We recommend that the City also include in its assumption of risk policy requirements that the applicant acknowledge that sea level rise could render it difficult or impossible to provide services to the site; that new development waives any right to construct shoreline protective devices; that the boundary between public tidelands and private land may shift with rising seas and the development approval does not permit encroachment onto public trust land; that removal or additional adaptation strategies may be required in the future to address sea level rise consistent with the Coastal Act and certified LCP; and that the applicant waives any future claims of damage or liability against the permitting agency and agrees to indemnify the permitting agency against any liability, claims, damages or expenses arising from any injury or damage due to such hazards. For a few examples of recently certified assumption of risk policies, see Policy PS-3.6 of the Morro Bay LUP (2021) and Policy IV.C.4 in the Manhattan Beach LUP (2023). • Environmental justice. The City’s LCP grant agreement states that it should incorporate the subject of environmental justice by, to the extent feasible, analyzing the different impacts of sea level rise upon various demographics and community groups. We recommend including policies in the City’s LCP update that address environmental justice. The City could, for example, develop policies that provide a framework for involving the public and environmental justice communities, including community based organizations, in future adaptation planning. The City could also consider policies that minimize barriers to public coastal access or consider the public access needs of environmental justice communities. For a few examples of recently certified LCP policies addressing environmental justice and sea level rise, see Policy

EJ-4.3 in the Morro Bay LUP (2021) and Policies 5-3 and 5-4 in the Half Moon Bay LUP (2021). The Resources for Addressing Environmental Justice through Local Coastal Programs attached to this letter includes additional guidance on this issue. • Armoring and nature based adaptation strategies. The Policy Memo includes recommendations for issues that the City should consider when evaluating armoring as an adaptation solution. In addition to these recommendations, the LCP should reflect the limitations on armoring for new development in Coastal Act Sections 30253 and 30235. Additionally, future adaptation plans and LCP policies specifically relating to the armoring in Arena Cove that was authorized by Coastal Development Permit No. 1-20-0216 should consider Special Condition 8, which requires the City to analyze removal of the armoring if it is longer needed to protect the existing coastal dependent structures (i.e., the existing parking lot, or commercial fishing related structures). The Policy Memo also recommends that the City consider nature-based adaptation strategies as an alternative to hard armoring solutions. We recommend that the City review the Commission’s Local Coastal Program Policies on Nature-Based Adaptation Strategies Memo (2023) for additional guidance on this topic. • Hazardous waste sites. The Policy Memo states that there are currently two hazardous waste sites located within the Cove and the existing flood hazard zone. The SLRVA did not analyze these sites. We recommend that both the SLRVA and any future adaptation planning consider the vulnerability and potential adaptation options for these sites.
• Our comments on the attached Policy Memo include several other suggestions for the City to consider.

Lastly, we are interested in learning how this LCP grant project will be integrated with the Arena Cove Harbor Access & Resilience Plan project that was recently awarded funding from the Coastal Conservancy.

We appreciate the work the City has done to better understand and plan for the impacts of sea level rise. We look forward to continuing to work together on sea level rise vulnerability and adaptation and this and other future updates to the City’s LCP. Please let us know if you have any questions or if it would be helpful to schedule a time to discuss our comments.

Sincerely,
Awbrey Yost
Climate Change Analyst | California Coastal Commission
CC: Melissa B. Kraemer, North Coast District Manager, California Coastal Commission Amber Leavitt, North Coast Coastal Resiliency Supervisor, California Coastal Commission Bente Jansen, North Coast Coastal Program Analyst, California Coastal Commission

CITY OF POINT ARENA

PROFESSIONAL SERVICES AGREEMENT

AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into this 21st day of December, 2022 by and between the City of Point Arena, a California municipal corporation (“City”), and Environmental Science Associates (“Consultant”) (collectively, “parties”).

RECITALS
WHEREAS, the City has determined that it requires professional services from Consultant to facilitate the processing of a sea-level rise analysis and vulnerability assessment for the Arena Cove.

WHEREAS, Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees.

Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for the consideration hereinafter described, City and Consultant mutually agree as follows:

1. DEFINITIONS
A. “Scope of Services” and "Services" means such professional planning consultant services as are set forth in " Scope of Work" and "Schedule" as presented in Consultant’s December 7, 2022, proposal to City attached hereto as “Exhibit A” and fully incorporated herein by this reference.

B. “Approved Fee Schedule” means such compensation rates as are set forth in "Cost Proposal & Billing Rates" presented in Consultant’s December 7, 2022, proposal to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

C. “City Agreement Administrator” means Paul Andersen, Point Arena CityManager.

D. “Consultant” means Environmental Science Associates.

2. TERM
The term of this Agreement shall commence on the date of execution and expire on (Date) unless the Agreement term is extended in writing by mutual agreement of the parties or terminated earlier in accordance with itsterms.

3. CONSULTANT SERVICES
A. Time is of the essence in Consultant’s performance of services under this Agreement; provided, in no event shall Consultant be responsible for damages due to delays beyond Consultant’s reasonable control.

B. Consultant shall perform the services identified in the Scope of Services in accordance with the schedule identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

Changesto the Scope of Services that do not have a corresponding increase or decrease in compensation may be mutually agreed upon in writing by the City Agreement Administrator and Consultant Project Administrator.

C. Consultant will perform the Services in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in - 1 -

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PROFESSIONAL SERVICES AGREEMENT
which Consultant practices its profession (“Standard of Care”) and will prepare all work products required by this Agreement in accordance with those standards. Consultant will comply with all federal, state, and local laws and regulations applicable to performance of the Services, including, but not limited to the Americans with Disabilities Act, and any copyright, patent or trademark law. Subject to the Standard of Care, Consultant's failure to comply with any law(s) or regulations(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

D. Consultant may subcontract portions of the Services with the prior written approval of the City. The Consultant will be solely responsible for payment of such subcontracted services. No contractual relationship will exist between any such subcontractors of the Consultant and the City.

E. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

F. Consultant agrees to all terms and conditions in Grant Agreement “Exhibit C” - General Terms and Conditions, “Exhibit D”- Special Terms and Conditions, and “Exhibit D1” – Local Coastal Program (LCP) Terms and Conditions, attached hereto and incorporated herein by this reference.

4. PAYMENT TERMS AND NOT TO EXCEED AMOUNT
A. City agrees to pay Consultant for Services that are performed in accordance with this Agreement.

Payment shall be made in accordance with the Approved Fee Schedule. To be eligible for payment, Consultant invoices must be submitted not more often than monthly to City and list the Services performed and the amounts to be paid according to the cost categories and prices in the Proposal.

Invoices from Consultant shall be clearly marked with Consultant's name, project name, an itemized description of services rendered during the period covered by the invoice, and City's project account number, if applicable. Invoices shall also contain the total number of hours of work performed under the agreement by the Consultant and each subcontractor of Consultant performing services hereunder.

B. In no event will City's obligation to pay the Consultant under this Agreement exceed $85,000 (the "Not to Exceed Amount") unless this Agreement is first modified in accordance with its terms. Consultant shall maintain adequate records to permit inspection and audit of Consultant's time and material charges under this Agreement. Consultant will make such records available to City during normal business hours upon reasonable notice.

5. OWNERSHIP OF WORK PRODUCTS
All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall become and remain the sole property of City upon payment to Consultant for the services performed. Except to the extent required to perform the services under this Agreement, Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant’s agents shall execute such documents as may be necessary from time to time to confirm City’s ownership of the copyright in such documents.
- 2 -

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6. RELATIONSHIP OF PARTIES
A. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

B. Consultant and City agree that the Consultant will perform Services as an independent contractor and not as an employee or agent of the City. Persons employed or utilized by Consultant in the performance of the Services will not be employees or agents of the City. Consultant is solely responsible for the payment of employment taxes incurred under this agreement and any similar federal or state taxes.

7. INDEMNIFICATION
A. To the maximum extent permitted by law, Consultant shall indemnify, defend with counsel acceptable to the City (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, and volunteers ("Indemnitees") from and against any and all third-party liability, loss, damage, claims, suits , actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, reasonable attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actions, alleged or threatened, arising out of or in connection with the services or Consultant's failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees, but only to the extent caused by the negligence, recklessness or willful misconduct of Consultant.

B. The Consultant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the Consultant's inability to evaluate Liability, or because the Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The Consultant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding is extended by an authorized representative of the City in writing. If the Consultant fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by law, so much of the money due or that may become due the Consultant under this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the matter subject to tender, or until the Consultant accepts the tender, whichever occursfirst. Irrespective of any language to the contrary in this Agreement, Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations arising out of the performance of professional services by Consultant, but Consultant shall reimburse those reasonable attorney’s fees incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, agents or subcontractors.

C. The Consultant waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the Consultant arising out of or in connection with the Services or Consultant's failure to comply with any of the terms of thisAgreement.

D. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

8. INSURANCE
A. During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of thisAgreement.

B. Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of

CITY OF POINT ARENA

PROFESSIONAL SERVICES AGREEMENT
any Insurance policy or proceeds available to the namedInsured.

C. Insurance required under this Agreement shall be of the types set forth below, with minimum coverage as described:

1. Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) including products and operations hazard, contractual insurance, broad form property damage, independent consultants, personal injury, underground hazard, and explosion and collapse hazard where applicable.

2. Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per incident.

3. Worker’s Compensation insurance if and as required by the laws of the State of California.

D. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

E. Consultant agrees that if it does not keep the insurance coverages required by this Agreement in full force and effect, City may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay the premium(s) thereon at Consultant’s expense.

F. At all times during the term of this Agreement, Consultant shall maintain on file with the City Clerk a certificate or certificates of insurance showing that the required coverages are in effect and naming City and its officers, employees, agents and volunteers as AdditionalInsureds.

G. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its officers, employees, agents and volunteers as Additional Insureds.

All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled except on thirty days’ prior written notice to City.

H. The insurance provided by Consultant shall be primary to any other coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers shall be in excess of Consultant’s insurance and shall not contribute withit.

I. All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss.

Consultant hereby waives all rights of subrogation against theCity.

J. Any deductibles or self-insured retentions must be declared to and approved by the City, which shall not be unreasonably withheld.

K. City reserves the right to obtain a redacted copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exerciselater.

9. MUTUAL COOPERATION
A. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

B. If any claim, action, or proceeding is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance not to exceed 20 hours that City may require in the defense of that claim, action, or proceeding. Any services in excess of 20 hours shall be compensated as an additional service.

10. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or - 4 -

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PROFESSIONAL SERVICES AGREEMENT
provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent by City except to its employees, consultants and other project participants in order to perform the services for the project. City shall grant such consent if disclosure is legally required. Upon request, all City data shall be returned to City upon the termination or expiration of this Agreement.

11. RECORDS AND INSPECTIONS
A. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

B. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under theAgreement.

12. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes professional licenses.

13. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City:

Paul Andersen
City of Point Arena
City Manager
451 School Street
Point Arena, CA 95468
Telephone: (707) 882-2122
Email: [email protected]
If to Consultant:

Louis White
Environmental Science Associates
1425 N. McDowell Boulevard, Suite 200
Petaluma, CA, 94954
Telephone: (415) 262-2351
Email: [email protected]

14. TERMINATION
A. City may terminate this Agreement for any reason by giving at least 10 calendar days’ written notice to Consultant specifying the termination effective date. Upon receipt of such notice, Consultant may continue performance of the Services through the date of termination. City shall pay Consultant for all Services actually performed in accordance with this Agreement through the termination date. City, however, may condition payment of such compensation upon Consultant delivering to City any and all documents provided to or prepared by Consultant, and any and all documents provided to or prepared by City for Consultant, in connection with theAgreement. - 5 -

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B. Consultant may terminate this Agreement for any reason on 30 calendar days’ written notice to City.

Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be promptly returned to City upon the termination or expiration of thisAgreement.

15. CONFLICT OF INTERESTPROHIBITION
A. City and Consultant will comply with the requirements of the City's Conflict of Interest Code adopted pursuant to the provisions of the California Government Code Section 87300 and following, the Political Reform Act (California Government Code Section 81000 and following), the regulations promulgated by the Fair Political practices Commission (Title 2, Section 18110 and following of the California Code of Regulations), California Government Code Section 1090 and following, and any other ethics laws applicable to the performance of the Services and/or this Agreement.

B. Consultant may not perform Services for any other person or entity that, pursuant to any applicable law or regulations, would result in a conflict of interest or would otherwise by prohibited with respect to the Consultant's obligations pursuant to this Agreement. The Consultant agrees to cooperate fully with the City and to provide any necessary and appropriate information requested by the City or any authorized representative concerning potential conflicts of interest or prohibitions concerning the Consultant's obligations pursuant to thisAgreement.

16. GENERAL PROVISIONS
A. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

B. In the performance of this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender, sexual orientation, or disability except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this nondiscrimination clause.

C. The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with thewaiver.

D. Consultant shall not be liable for any failure to perform if such failure was due to causes beyond the control and without the fault or negligence of Consultant.

E. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the party prevailing in such action, - 6 -

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EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the California Coastal Commission. Grantee may not commence performance until such approval has been obtained.

2. AMENDMENTS: This Agreement may only be amended by mutual agreement in writing between Grantee and the Commission. Any request by the Grantee for an amendment must state the amendment request and reason for the request and shall be submitted in writing, such as by email or letter. The Grantee shall strive to make requests immediately upon discovering that an amendment may be needed. No oral understanding or agreement not incorporated into the Agreement in writing is binding on the parties.

Except as otherwise provided herein, the Grantee shall expend Grant Funds in the manner described in the Scope of Work (EXHIBIT A) and Project Budget (EXHIBIT B) approved by the Commission. In any event, the total amount of the Grant Funds may not be modified, except by written amendment to this Agreement. Any subsequent changes or additions to the Scope of Work and Project Budget approved by the Commission in writing are hereby incorporated by reference tothis Agreement as though set forth in full in this Agreement. Changes to the grant term and/or the total amount of Grant Funds will require a formal amendment, while changes to Scope of Work (EXHIBIT A) and the Project Budget (EXHIBIT B) may be done through an informal amendment, found in EXHIBIT F.

3. ASSIGNMENT: This Agreement is not assignable by the Grantee, either in whole or in part, without the consent of the Commission in the form of a formal or informal written amendment.

4. INDEMNIFICATION: Grantee agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all consultants, subconsultants, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

5. DISPUTES: Grantee shall continue with the responsibilities under this Agreement during any dispute.

6. NO CREATION OF AGENT RELATIONSHIP: Grantee, and the agents and employees of Grantee, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

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EXHIBIT C

7. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Grantee and its consultants, subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Grantee and consultants shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

Grantee and consultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Grantee and its consultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

Grantee shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

8. CERTIFICATION CLAUSES: The GRANTEE CERTIFICATION CLAUSES contained in the document GCC-1/2019 are hereby incorporated by reference and made a part of this Agreement (EXHIBIT E) by this reference as if attached hereto.

9. TIMELINESS: Time is of the essence in this Agreement.

10. COMPENSATION: The consideration to be paid Grantee, as provided herein, shall be in compensation for all of Grantee's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

11. GOVERNING LAW: This agreement is governed by and shall be interpreted in accordance with the laws of the State of California.

12. ANTITRUST CLAIMS: The Grantee by signing this agreement hereby certifies that if services or goods are obtained through a public purchase by means of a competitive bid, the Grantee shall comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:

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1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

13. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the Grantee acknowledges in accordance with Public Contract Code 7110, that:
a. The Grantee recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
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EXHIBIT C
b. The Grantee, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

14. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

15. PRIORITY HIRING CONSIDERATIONS: If this Agreement includes services in excess of $200,000, the Grantee shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

16. AUDIT REQUIREMENTS AND FINANCIAL RECORDKEEPING: Commission projects are subject to audit by the State annually and for three (3) years following the payment of Grant Funds. Accordingly, Grantee shall maintain orderly, accurate and complete documents and records of all financial accounts, costs, disbursements, receipts and other matters relating to this Agreement consistent with the policies outlined in EXHIBIT C, hereto, for the Project and shall make them available to the State or the Commission for auditing, inspecting and copying at reasonable times.

Grantee agrees to allow the auditor(s) to interview any employees who might reasonably have information related to such records. Further, Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub.

Contract Code §10115 et seq., CCR Title 2, Section 1896). Grantee shall also retain such documents and records for three (3) years after final payment and one (1) year following an audit unless a longer period of records retention is stipulated. The documents for audit should be retained onsite.

Grantee shall use applicable Generally Accepted Accounting Principles published by the American Institute of Certified Public Accountants.

If Grantee stated in the Project Budget that other sources of funding will be used to complete the Project, the Grantee shall establish internal systems to track expenditures of matching or in-kind funds on a regular basis and will make the documentation available to the Commission upon request.

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EXHIBIT D
Special Terms and Conditions

1. PROJECT EXECUTION
A. Grantee shall complete the Project before the Termination Date.

B. Subject to the availability of funds, the Commission hereby grants to the Grantee the sum $100,000 (Grant Funds) not to exceed the amount stated on the signature page in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the description of the Project in this Agreement and its attachments and under the terms and conditions set forth in this Agreement.

C. Prior to the commencement of any Project work, Grantee agrees to submit in writing to the Commission for prior approval any deviation from the original Scope of Work pursuant to EXHIBIT A and the Project Budget pursuant to EXHIBIT B. Changes in the Scope of Work or Project Budget must continue to ensure timely and effective completion of the Project, including where applicable a new or updated Local Coastal Program for certification by the Commission. Any modification or alteration in the Scope of Work or Project Budget on file with the Commission must be submitted to the Commission for approval. Changes to the Scope of Work or Project Budget shall require an amendment to this Agreement (see “Amendments” under EXHIBITC).

D. Grantee shall furnish any and all additional funds that may be necessary to complete the Project.

E. As applicable, Grantee shall ensure that Project work excludes any and all Project work that was funded through previously awarded grants or the matching funds identified through previously awarded grants so as to ensure that current grant funding is not duplicative of previous grant funding. Such grants include, but are not limited to, WHALE TAIL® Grants, grants previously awarded by the Coastal Commission, grants awarded by the OceanProtection Council as well as grants awarded by the State CoastalConservancy.

F. Final invoicing shall be submitted promptly following the termination date of the grant or upon a date mutually agreed upon by the Grantee and the Grant Manager.

G. Grantee certifies that the Project does and will continue to comply with all current laws and regulations which apply to the Project, including, but not limited to, the California Coastal Act, health and safety codes, and disabled access laws.

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EXHIBIT D

2. POTENTIAL CONSULTANTS/CONTRACTORS
Nothing contained in this Agreement or otherwise, shall create any contractual relation between the Commission and any consultants, and no contract shall relieve the Grantee of its responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible for the acts and omissions of its consultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee’s obligation to pay its consultants is an independent obligation from the Commission’s obligation to make payments to the Grantee. As a result, the Commission shall have no obligation to pay or to enforce the payments of any moneys to any consultants.

The Grantee agrees to include in any agreement with any consultant and/or subconsultant under the Grant Project terms that preserve the rights, interests, and obligations for the benefit of the Commission and its funding sources as described in EXHIBIT C (“General Terms and Conditions”) and EXHIBIT D/D1/D2 (“Special Terms and Conditions”) of this Grant Agreement.

If all or any part of the Project to be funded under this Agreement will be performed by third parties under contract with the Grantee, prior to executing an agreement for services, the Grantee shall inform the Grant Manager of the selection of the third party.

Grantees seeking subcontractors under this Agreement to perform any services exceeding the cost of $10,000.00 shall select those contractors pursuant to a process that seeks three competitive quotations or adequate justification for the absence of bidding.

All consultants and subcontractors are subject to all terms and conditions of this agreement in accordance with the California State Contracting Manual. Consultants seeking travel reimbursement see “Travel Reimbursement” clause below.

3. TRAVEL REIMBURSEMENT
The Commission will reimburse travel and related expenses at actual costs not to exceed the State rates provided in Title 2, Division 1, Chapter 3, Subchapter 1, Article 2 of the California Code of Regulations. Grantees may seek reimbursement for any travel expenses that are in excess of these state rates, but only if the Grantee has received prior written approval of the Commission’s Chief Deputy Director or his/her designee permitting the expenses in excess of state rates on the basis that state rates were not reasonably available. Reimbursement for the cost of operating a private vehicle shall not, under any circumstance, exceed the current rate specified by the State of California for unrepresented state employees as of the date the cost is incurred. Receipts will be required for all travel related reimbursements. All travel costs are inclusive within the budgeted amount referenced in this Agreement. Grantees shall ensure that travel and related expenses, including Grantee’s consultant and subconsultant travel and related DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
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EXHIBIT D
expenses, submitted to the Commission for reimbursement, do not exceed the State rates provided in Title 2, Division 1, Chapter 3, Subchapter 1, Article 2 of the California Code of Regulations, unless prior written approval permitting the expenses to be in excess of state rates was obtained, as noted above.

4. PROPERTY PURCHASED
The Grantee agrees to continue using property purchased under this Agreement for the purposes outlined in this Agreement or similar activities until it is fully consumed (i.e., is either fully distributed, damaged, worn-out, or becomes obsolete).

Grantees shall receive prior authorization in writing by the Commission before reimbursement for any purchase order or subcontract exceeding $10,000.00 for any articles, supplies, equipment, or services. The contractor shall provide in the request for authorization all particulars necessary for evaluation of the necessity or desirability of incurring such cost and the reasonableness of the price or cost.

5. SETTLEMENT OF DISPUTES
If the Grantee believes that there is a dispute or grievance between Grantee and the Commission arising out of or relating to this Agreement, the Grantee shall first discuss and attempt to resolve the issue with the Commission’s Grant Manager. If the issue cannot be resolved at this level, the Grantee shall follow the following procedures:

If the issue cannot be resolved directly with the Grant Manager, the Grantee shall submit, in writing, a grievance report together with any evidence to the Chief Deputy Director of the Commission. The grievance report must state the issues in the dispute, the legal authority, or other basis for the Grantee’s position and the remedy sought.

Within ten (10) days after receipt of the grievance report, the Chief Deputy Director, or his/her designee, shall meet in person or via phone with the Grantee and the Grant Manager for purposes of resolving the dispute. The decision of the Chief Deputy Director following such a meeting shall be final.

6. WAIVER AND RELEASE
Grantee hereby waives all claims and recourses against the Commission, including the right to contribution for loss or damage to persons or property arising from, growing out of or in any way connected with or incident to this Agreement, except for claims for reimbursement of costs due under this Agreement, recovery of which shall be limited to the total amount properly incurred hereunder and in no event exceed the total amount of Grant Funds provided for hereunder. Grantee acknowledges that it is solely responsible for its compliance with the terms of this Agreement.

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EXHIBIT D

7. REALLOCATION OF FUNDS
If Grantee fails to meet the performance criteria and/or Benchmarks in this Agreement, the Executive Director or his designee may immediately upon written notice cancel this Agreement or request to amend the Agreement, and as feasible, re-allocate any unspent funds to one or more of the other approved Grantees that needs additional funding or whose grant was not fully funded.

Should a Grantee not need the full amount of funds awarded by the Commission, they shall notify the Grant Manager as soon as possible so that any remaining allocated but unspent funds may be redistributed, as feasible. In addition, should Grantee fail to enter into an agreement necessary for its performance hereunder in a timely manner, the Executive Director or his designee may, upon Commission approval, reallocate funds to supplement an already awarded grant.

8. SURVIVAL
The obligations in the “INDEMNIFICATION” and “AUDIT REQUIREMENTS AND FINANCIAL RECORDKEEPING “clauses of the General Terms and Conditions (EXHIBIT C), and in the “ACKNOWLEDGMENT” and “WORK PRODUCT” clauses in the Special Terms and Conditions (EXHIBIT D1), as well as any other provisions in this Agreement that by their nature are intended to survive termination or expiration, shall survive the termination of this Agreement.

9. WAIVERS GENERALLY
No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of or excuse of any other, different or subsequent breach by either party.

10. EXECUTIVE DIRECTOR’S DESIGNEE
The Executive Director shall designate a Commission staff Grant Manager who shall have authority to act on behalf of the Executive Director with respect to this Agreement.

Grantee shall be notified of such designation in writing.

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Local Coastal Program (LCP) Terms and Conditions
Definitions

1. The term “Benchmark”; specific tasks or project deliverables identified in the Scope of Work as approved by the Commission.

2. The term “Disadvantaged Community” refers to communities identified by the California Environmental Protection Agency as the top 25% most impacted census tracts in CalEnviroScreen 4.0, a screening tool used to help identify communities disproportionally burdened by multiple sources of pollution and with population characteristics that make them more sensitive to pollution.

3. The term “General Fund” or the acronym “GF” all refer to the General Fund. .

4. The term “LCP” refers to Local Coastal Program.

5. The term “Local Coastal Program Local Assistance Grant Program” refers to the Coastal Commission’s grant program to support local governments in planning for sea level rise and climate change, and developing new or updating existing Local Coastal Programs (LCP), consistent with the California Coastal Act. CA Code of Reg.

Title 14 Division 5.5 Ch. 8Sub. 2

6. The term “Low-Income Community” refers to communities and households that are found within census tracts and households, respectively, that are either at or below 80 percent of the statewide median income, or at or below the threshold designated as low-income by the California Department of Housing and Community Development’s adopted list of state incomelimits.

7. The term “Materials”; all data, plans, drawings, specifications, surveys, studies, and other written or graphic work produced in the performance of this Agreement and are identified as “deliverables” in the Scope of Work of this GrantAgreement.

8. The term “Other Sources of Funds”; cash or in-kind contributions that are required or used to complete the Project beyond the Grant Funds provided by thisAgreement.

9. The term “Pooled Money Investment Account” (PMIA) refers to the account through which the State Treasurer invests taxpayers’ money to manage the State’s cash flow and strengthen the financial security of local governmental entities. The rate of interest earned on the Pooled Money Investment Account serves as a benchmark for setting interest rates in several provisions of state law, and is the rate that is used for purposes of this Agreement. GC Title 2. Government of the Statute of CA [8000- 22980], Division 4. Fiscal Affairs [16100-1777], Part 2. State Funds [16300-16649.95], Ch. 1.16314 DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
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10. The term “Request for Funds Form” or “RFF Form”; the form that will be submitted requesting payment and which is described in EXHIBIT B1.

11. The term “Round 1” refers to the Commission’s first round of LCP grant funding that commenced in Fiscal Year 2013-2014 under the Local Coastal Program Local Assistance Grant Program.

12. The term “Round 2” refers to the Commission’s second round of LCP grantfunding that commenced in Fiscal Year 2014-2015 under the Local Coastal Program Local Assistance Grant Program.

13. The term “Round 3” refers to the Commission’s third round of LCP grant funding that commenced in Fiscal Year 2016-2017 under the Local Coastal Program Local Assistance Grant Program.

14. The term “Round 4” refers to the Commission’s fourth round of LCP grant funding that commenced in Fiscal Year 2017-2018 under the Local Coastal Program Local Assistance Grant Program.

15. The term “Round 5” refers to the Commission’s fifth round of LCP grant funding that commenced in Fiscal Year 2018-2019 under the Local Coastal Program Local Assistance Grant Program.

16. The term “Round 6” refers to the Commission’s sixth round ofLCP grant funding that commenced in Fiscal Year 2019-2020 under the Local Coastal Program Local Assistance Grant Program.

17. The term “Round 7” refers to the Commission’s seventh and current round ofLCP grant funding that commenced in Fiscal Year 2021-2022 under the Local Coastal Program Local Assistance Grant Program.

18. The term “Sea Level Rise Guidance” refers to the Coastal Commission’s Sea Level Rise Policy Guidance document adopted in August 2015 and updated in 2018. The document provides an overview of best available science on sea level rise for California and recommended steps for addressing sea level rise in Coastal Commission planning and regulatory actions under the Coastal Act.

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EXHIBIT D1
LCP Terms and Conditions

1. PURPOSE OF GRANT FUNDING
Grant funds shall be used to fulfill the goals of the California Climate Investments program, including planning for strategies to reduce greenhouse gas emissions, adapt to the impacts of climate change, and maximize benefits to disadvantaged and lowincome communities.

2. ACKNOWLEDGEMENT
In order to acknowledge the Commission’s support of the project, the Commission’s name and logo shall be included in a prominent location in all materials related to the LCP Grant Project, including, but not limited to: Grantee reports or website postings about the grant program; draft and final work products, such as vulnerability assessments, adaptation plans, land use plans and implementation plans; and public outreach-related materials, including workshop announcements, press releases, contacts with the media, signage, invitations, and other media-related and public outreach products. Less formal materials, such as stakeholder participation rosters and outreach agendas, do not need to include acknowledgement of Commission support.

The Grantee shall include in any agreement with any consultant or subconsultant under the LCP Grant Program terms that preserve the rights, interests, and obligations created by this section, and that identify the Commission as third-party beneficiaries of those provisions. The Commission shall have the right to republish any material generated as a result of this Agreement.

3. WORK PRODUCT
It shall be the Commission’s Grant Manager’s sole determination as to whether grant materials (i.e., project deliverables in Scope of Work) have been successfully completed and are acceptable to the Commission. The Commission reserves the right to withhold reimbursement under the REIMBURSEMENT clause for materials deemed incomplete or substandard. For materials that constitute LCPs, including Land Use Plans and Implementation Plans, the standard of review in determining whether a LCP is successfully completed and acceptable as a work product under the Scope of Work of this Grant Agreement, is the Coastal Act.

The Grantee agrees that all materials are subject to the unqualified and unconditional rights of the Commission as set forth in this section. The Commission shall have the right to reproduce, publish, display and make derivative use all such work, or any part thereof, free of charge in any manner and for any purposes whatsoever and to authorize others to do so. If any of the work material is subject to copyright, trademark, service mark, or patent, the Commission is granted and shall have a perpetual, royalty-free, nonexclusive and irrevocable license to use, reproduce, publish, use in the creation of DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
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derivative works, and display and perform the work, or any part of it, and to grant to any third party a comparable and coextensive sublicense.

Grantee agrees that it shall use the materials developed with Grant Funds only for the purpose for which the Grant Funds were requested and no other use of the materials shall be permitted (including use of the work produced under this Agreement for any profit-making venture, or the sale or grant of rights thereto for that purpose) except as otherwise agreed to in an Amendment.

Grantee must certify the materials developed with Grant Funds under this Agreement shall remain available for public request. This Agreement shall not prevent the transfer of the materials from the Grantee to a Public Agency if the successor Public Agency assumes the obligations imposed by this Agreement.

If the use of the materials is changed to a use that is not permitted by the Agreement, or if the materials are sold or otherwise disposed of, at the Commission’s sole discretion, an amount equal to (1) the total amount of the Grant Funds, or (2) the proceeds from the sale or other disposition, whichever is greater, shall be promptly reimbursed to the Commission by Grantee.

The Grantee agrees to include in any agreement with any consultant and/or subconsultant under the Grant Project terms that preserve the rights, interests, and obligations created by this section, and that identify the Commission as a third-party beneficiary of those provisions.

Commission staff will be available to support the development of the Project through regular coordination and assistance. Commission staff support includes regular coordination meetings, timely review of reports, and participation in stakeholder advisory groups, as feasible, to ensure timely and successful completion of the Project.

4. PUBLIC ENGAGEMENT
Public outreach shall target all interested members of the public, including visitors and other non-residents to the maximum extent feasible for the purpose of meaningful engagement in policy development, technical studies, and other tasks conducted pursuant to the grant Project. All public outreach activities related to the Project shall, to the maximum extent feasible, proactively engage those who already face disproportionate environmental burdens or vulnerabilities to environmental hazards, and/or those who come from communities of existing social inequalities, including members of the public and organizations from the following communities:
disadvantaged communities, communities of color and/or low income, communities with low capacity to adapt to climate change, and communities not in close proximity to the shoreline but who visit and recreate there. Outreach activities shall seek to provide DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
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maximum opportunities for these groups to engage with and provide input on the tasks of the Project.

5. REIMBURSEMENT
Complete reimbursement of Task funds under this Agreement will be dependent upon successful completion of the Task deliverable(s) of this Agreement. Grantee agrees that up to 20% of each Task and the total Task Budget hereunder may not be reimbursable until each Task and all final Task deliverables have been completed, delivered by the Grantee to Commission Staff, and accepted by the Commission’s Grant Manager.

6. DIGITAL AND PAPER SUBMITTAL OF MATERIALS
Prior to the Executive Director’s determination and reporting of certification pursuant to Section 13544 of the California Code of Regulations of a grant-funded LCP project, grantees shall submit LCP documents and maps in both paper and editable digital format to the Coastal Commission.

7. INSURANCE
Throughout the term of this Agreement, for the life of any asset funded by the grant monies awarded pursuant to this Agreement, or for any period of project implementation after the termination date of this Agreement, the Grantee shall maintain insurance, as specified in this section, against claims for injuries to persons or damage to property that may arise from or in connection with any activities by the Grantee or its agents, representatives, employees, volunteers, or consultants associated with the Project undertaken pursuant to this Agreement.

If the Grantee provides funds to any consultants to accomplish any of the work of this Agreement or provides grant funds to any contractor to carry out a project under this Agreement, the Grantee shall first enter into an agreement with each consultant requiring it to obtain and maintain liability and property-damage insurance, as specified in this section, against claims for injuries to persons or damage to property that may arise from or in connection with any activities by the consultant, or its agents, representatives, employees, or volunteers, associated with the project undertaken pursuant to this Agreement. As an alternative, with the written approval of the Executive Director, the consultant may satisfy the coverage required by this section in whole or in part through its participation in a “risk management” plan, self-insurance program or insurance pooling arrangement, or any combination of these, if consistent with the coverage required by this section. Required insurance shall be maintained from the commencement date through the Termination Date of any work undertaken by the consultant under the approved Scope of Work.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

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1. Insurance Services Office (“ISO”) Commercial General Liability coverage (occurrence Form CG 0001) or ISO Comprehensive General Liability form (1973) or comparable with Broad Form Comprehensive General Liability endorsement.

2. Automobile Liability coverage - ISO Form Number CA 0001, Code 1 (any auto).

3. Workers’ Compensation insurance as required by the Labor Code of the State of California.

B. Minimum Limits of Insurance. Grantee shall maintain coverage limits no less than:

1. General Liability:
(Including
operations,
products and
completed
operations, as
applicable)
$1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General
Liability Insurance or other form with a general
aggregate limit is used, either the general aggregate
limit shall apply separately to the activities under this Agreement or the general aggregate limit shall be
twice the required occurrence limit.

2. Automobile
Liability:
$1,000,000 per accident for bodily injury and property
damage.

C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the ExecutiveDirector.

D. Required Provisions. Each insurance policy required by this section shall be endorsed to state that coverage shall not be canceled by either party, except after thirty days’ prior written notice by certified mail, return receipt requested, has been given to the Executive Director. The general liability and automobile liability policies are to contain, or to be endorsed tocontain, the following provisions:

1. The State of California, its officers, agents and employees are to be covered as insured with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Grantee; and with respect to liability arising out of work or operations performed by or on behalf of the Grantee including materials, parts or equipment furnished in connection with such work or operations.

2. For any claims related to this Agreement, the Grantee’s insurance coverage shall be primary insurance with respect to the State of California, its officers, agents and employees.

3. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
LCP-22-01

EXHIBIT D1
E. Acceptability of Insurers. Insurance shall be placed with insurers admitted to transact business in the State of California and having a current Best’s rating of “B+:VII” or better or, in the alternative, acceptable to the Commission and approved in writing by the Executive Director.

F. Verification of Coverage. The Grantee shall furnish the Grant Manager with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Grant Manager within 30 working days from the start date of the Grant Project. The Commission reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage, at any time.

G. Premiums and Assessments. The Commission is not responsible for premiums and assessments on any insurance policy

8. COASTAL COMMISSION SEA LEVEL RISE GUIDANCE
Grantees shall use the Commission’s Sea Level Rise Policy Guidance document to inform the development of sea level rise impact assessments, vulnerability assessments, and LCP Land Use Plan and Implementation Plan completion or updates.

9. VULNERABILITY ASSESSMENTS and ADAPTATIONPLANNING
In addition to the general recommendations contained within the Commission’s Sea Level Rise Policy Guidance, and unless otherwise provided in the Scope of Work of this Agreement, vulnerability assessment and adaptation planning work shall include: (1) analysis of storm and non-storm scenarios, including maximum daily and annual tidal inundation, (2) assessment of sea level rise vulnerability with and without key development that is currently vulnerable and/or protected by a revetment, such as Highway 1, railroad tracks, and/or a row of residences, (3) anticipated changes in beach width and other habitat areas under future sea level rise scenarios, (4) evaluation of the feasibility and effectiveness of various protection, accommodation, and retreat strategies, including nature-based adaptation strategies like living shorelines, sediment management, and beach nourishment,(5) evaluation of sea level rise vulnerability of existing and planned segments of the California Coastal Trail, (6) incorporation of the subject of environmental justice by, to the extent feasible, analyzing the differential impacts of sea level rise upon various demographics and community groups, and (7) consideration of the latest reports on sea level rise science and recommendations from the state of California, including Rising Seas in California (Griggs et al. 2017), the most recently adopted update to the State Sea-Level Rise Guidance, and the most recent version of the Safeguarding California Plan. Scenarios analyzed should include Medium-high Risk Aversion and Extreme Risk Aversion scenarios per the Commission’s Sea Level Rise Policy Guidance and the State Sea-Level Rise Guidance DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
LCP-22-01

EXHIBIT D1
recommendations to aid in planning and understanding the worst-case scenario for projected time horizons.

10. COORDINATION OF SEA LEVEL RISE PLANNING WORK
Sea level rise work completed under the Local Coastal Grant Program shall be coordinated regionally to the extent feasible with other jurisdictions and entities working on sea level rise projects within the same county or broader regional area relevant for sea level rise adaptation, such as the watershed, littoral cell, or area with similar geologic characteristics. Entities working on sea level rise projects include, but are not limited to, the State Coastal Conservancy, the Ocean Protection Council, The Nature Conservancy, NOAA, and USGS. Coordination includes early coordination meetings among the different entities, sharing of technical analyses and lessons learned as well as consideration of regional adaptation policies, and development of LCP policies.

11. TERMINATION
Except as otherwise set forth in this Agreement, this Agreement may be terminated or suspended (a) by the Commission for any reason upon thirty (30) days prior written notice to the Grantee, (b) by Grantee for any reason upon thirty (30) days prior written notice to the Commission subject to the approval of the Commission in its sole discretion, and (c) immediately upon written notice by either party “for cause”. The term “for cause” shall mean that either the Grantee or the Commission fails to meet any material terms, conditions, and/or responsibilities of the Agreement.

In the event of a termination or suspension, the Grantee shall immediately stop work and take all reasonable measures to prevent further costs requiring reimbursement by the Commission. The Commission shall then only be responsible for any reasonable and non-terminable obligations incurred by the Grantee in the performance of this Agreement prior to the date of the notice to terminate or suspend, but not to exceed the balance of the total funds which remains unencumbered under this Agreement at the time of termination.

On or before the date of termination of this Agreement, whether terminated by the Grantee or the Commission, the Grantee shall provide the Commission with all work, material, data, information, and written, graphic or other work produced, developed or acquired under this Agreement (whether completed or partial), in appropriate, readily useable form.

The Grantee expressly agrees to waive, release and relinquish the recovery of any consequential damages that may arise out of the termination or suspension of this Agreement.

DocuSign Envelope ID: D245B4E6-921B-4DD9-979B-EB0F2180987B City of Point Arena
LCP-22-01

EXHIBIT D1
The Grantee shall include in any agreement with any consultant retained for work under this Agreement a provision that entitles the Grantee to immediately suspend or terminate the agreement with the consultant for any reason on written notice.

Notwithstanding the foregoing, Grantee acknowledges (and waives any defense based on a claim) that monetary damages may not be an adequate remedy to redress a breach by Grantee hereunder and that a breach by Grantee hereunder may cause irreparable harm to the Commission. Accordingly, Grantee agrees that upon a breach of this Agreement by Grantee, the remedies of injunction, declaratory judgment and specific performance shall be available to the Commission.

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1 Exhibit B
Environmental Science Associates & Subsidiaries
2022 Schedule of Fees
I. Personnel Category Rates
Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc. Time spent on projects in litigation, in depositions and providing expert testimony will be charged at the Category rate times 1.5.

Labor Category Billing
Step I
Billing
Step II
Billing
Step III
Billing Step
IV
Billing
Step V
Billing
Step VI
Senior Principal
Consultant
250 272 295 318 341 364
Principal Consultant 199 219 239 259 279 299
Managing Consultant 180 195 209 224 238 253
Senior Consultant 140 153 167 181 194 208
Associate Consultant 128 137 146 155 164 173
Consultant 89 97 105 114 122 135
Project Technician 62 87 112 136 161 186
(a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. (b) From time to time, ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates.
(c) ESA reserves the right to revise the Personnel Category Rates annually to reflect changes in its operating costs.

II. ESA Expenses

1. Transportation
a. Company vehicle – IRS mileage reimbursement rate
b. Common carrier or car rental – actual multiplied by 1.15

2. Lodging, meals and related travel expenses – direct expenses multiplied by 1.15 ESA 2022 Schedule of Fees
2 Non-travel expenses incurred for the duration of the agreement for project support but not itemized below, including document retention, delivery and communications. Project labor charges multiplied by 3%.

Item Rate/Page Sample Pricing
Black & White – 8.5 x 11 $0.10
Black & White – 11 x 17 $0.20
Color – 8.5 x 11 $0.40
Color – 11 x 17 $0.70
B&W – Plotter (Toner – ECO Quality) $0.40/sf 24x36 B/W CAD drawing would cost $2.40 per sheet
B&W – Plotter (Toner – Presentation
Quality)
$1.00/sf 24x36 B/W CAD drawing would
cost $6.00 per sheet
Color – Plotter (Inkjet – ECO Quality) $2.00/sf 24x36 Color Drawing would cost $12 per sheet
Color – Plotter (Inkjet – Presentation
Quality)
$4.00/sf 24x36 Color Drawing would cost
$24 per sheet
CD $10.00
Digital Photography $20.00 (up to 50 images)
All Other Items
(including bindings and covers)
At cost plus 10%
Item Rate/Day Rate/Week Rate/Month
Project Specific Equipment:

Vehicles – Standard size $ 40a $ 180
Vehicles – 4x4 /Truck 85
Vehicles – ATV 125
Noise Meter 100
Hydroacoustic Noise Monitoring Equipment 150
Electrofisher 300 1,200
Sample Pump 25
Field Traps 40
Digital Hypsometer (Nikon) 20
Stilling Well / Coring Pipe (3 inch aluminum) 3/ft
Backpack Sprayer 25
360-Degree 4k Camera 30 120
Cam-Do Time-Lapse Camera 15 50 180
Beach Seine 50
Otter Trawl 100
Wildlife Acoustics Bat Detector 125 400
Wildlife Trail Camera 30 100
Fiber Optic Endoscope 125 500
Spot Light 30
Spotting Scope 50 200
Topographic/Bathymetric Survey Equipment:

Auto Level 40
Total Station 200 600
DJI Quad Drone 300 1,200
RTK-GPS 300 1,200
ESA 2022 Schedule of Fees
3 Item Rate/Day Rate/Week Rate/Month
RTK-GPS Smartnet Subscription 50 200
Single-Beam Echoshounder 150 600
Trimble GPS GeoXT 75 350 900
iPad/Android Tablet + 1m GNSS External Sensor
(Trimble R1, Bad Elf) 75 350 900
iPad/Android Tablet + sub-meter Arrow 100/TDC 150 100 400 1,100 iPad/Android Tablet + sub-foot Arrow Gold 200 800 2,800 iPad/Android Tablet only
(includes Garmin Glo external sensor) 50 225 600
Laser Level 60
Garmin GPS or equivalent 25 250
Hydrologic Data Collection, Water Current, Level and Wave Measurement Equipment:

ISCO 2150 Area Velocity Flow Logger $ 25 $ 100 $ 350
SonTek IQ-Plus Area Velocity Flow Logger 180 500 1600
Logging Rain Gage 10 40 125
Marsh-McBirney Hand-Held Current Meter 50 200
FloWav Surface Velocity Radar 50 200
RBR Virtuoso Wave Pressure Sensor 100 350
SOFAR Ocean Spotter Wave Buoy 30 120 450
Ocean Sensor Systems Sonic Wave Sensor 30 120 450
Logging Water Level - Pressure Transducer 10 30 100
Logging Barometric Pressure Logger 5 15 50
Well Probe / Water Level Meter 20 80
Bottom-Mounted Tripod / Mooring 25 100 400
Handheld Suspended Sediment Sampler 20 250
Water Quality Equipment:

Logging Turbidimeter/Water Level Recorder $ 25 $ 100 $ 400 Logging Conductivity/Water Level Recorder 20 60 200
In-Situ Troll 9500 logging water quality multiprobe 200 800 Logging Temperature Probe 3 10 40
Hach Hand-Held Turbidimeter Recording Conductivity Meter w/Datalogger
50 200
Refractometer 20 80
YSI Hand-Held Salinity Meter or pH meter 30 120
Hand-Held Conductivity/Dissolved Oxygen Probe (YSI 85) 40 160 HOBO Salinity Gauge 125
HOBO DO/Temp Probe 125
In-Situ Aqua Troll 600 Water Quality Sonde 800
In-Situ VuSitu Telemetry System Hardware 40
YSI 650 with 6920 Multi Probe 180 500 1500
YSI ProDSS Multi Probe 180 500 1500
ISCO 6712 Portable Sampler w/ISCO 2105 Module 40 250 900 Sedimentation / Geotechnical Equipment:

Peat Corer $ 75 $ 300
60lb Helly-Smith Bedload Sampler with Bridge Crane 175 700 Suspended Sediment Sampler with Bridge Crane 75 300
Guelph Permeameter 50 200
Vibra-core 100 400
Muck Corer 50 200
Shear Strength Vane 50 200
Auger (brass core @ $ 5/each) 20 80
Boats:
14’ Aluminum Boats with 15 HP Outboard Motor $ 100 $ 400 Single or Double Person Canoe/Kayak 30 120
Small Watercraft Motor 20 100
20’ Lowe Boat w/115 HP Outboard 300 1,500
[North River Boat – Ask Matt Silva for Specs and Price] 17' Boston Whaler w/ 90 HP Outboard 300 1,500
a Actual project charges will be either the IRS mileage reimbursement rate or the daily rate, whichever is higher.

ESA 2022 Schedule of Fees
4 Item Rate/Hour Rate/Day Rate/Week Rate/Month
Cloud-based Services
Nearmap High Resolution Images $50/image
ArcGIS Online Hosting (Web Maps/Apps) $200
Website Hosting $200
Custom Application & Services Hosting* $300*
Modeling (GeoHECRAS, TUFLOW, Delft3D) + Drone
Processing
$7 $160 $950 $3,900
Aviation Environmental Design Tool (AEDT) Processing $13 $190 $1,120 $4,600 *includes support for database, SSL, IT support – costs vary by project. Contact software development services for firm pricing.

III. Subcontracts
Subcontract services will be invoiced at cost multiplied by 1.15.

IV. Other
The fees above do not include sales tax. Any applicable or potential sales tax will be charged when appropriate.

V. Payment Terms
Unless otherwise agreed in writing, ESA will submit invoices on a monthly basis. Any unpaid balances shall draw interest at one and one half percent (1.5%) per month or the highest rate allowed by law, whichever is lower, commencing thirty (30) days after date of invoice. All invoices not contested in writing within fifteen (15) business days of receipt are deemed accepted by Client as true and accurate and Client thereafter waives any objection to Clients invoices, which are payable in full.