AUTHORIZE THE CITY MANAGER TO ENTER INTO A CONTRACT WITH DARK GULCH LLC IN THE A — Point Arena City Council, November 12, 2024

POINT ARENA CITY

COUNCIL AGENDA

ITEM SUMMARY
Review Report and Authorize the Interim City Manager to Enter into a Contract with Dark Gulch LLC in the Amount of $32,400 to Complete all Agency Permitting for the Point Arena Cove Pier project and $5,000 to Complete Biological Report for the Point Arena Cove Pier Project for a total amount of $37,400
Authorize the Interim City Manager to enter into a contract with Dark Gulch LLC in the amount of $37,400 to prepare all permitting applications and a biological report, for the Point Arena Cove Access and Resiliency Project.

Background
On November 30, 2023, the State Coastal Conservancy authorized a $485,000 grant to the City of Point Arena to complete the Arena Cove Harbor Access and Resilience Plan (project). The project includes preparing the completion of a biological report and the development of all permitting applications for regulatory agencies with authority over the project.

In July of 2024, the City engaged the service of Marie Jones Consulting to manage both the grant and project. MJC prepared the work plan, which is required by the Coastal Conservancy to begin spending funds, and on August 22, 2024, the Project work plan was approved by the California Coastal Conservancy. Subsequently MJC requested a scope of work and budget from two biological consulting firms with experience in the area, namely Dark Gulch LLC and WRA. In October of 2024, MJC received scope and budget from both firms with very different budget amounts as follows:

Firm Biological
Survey and
Report
Agency
Permit
Applications
Total
WRA $9,200 $62,100 $71,300
Dark Gulch
LLC
$5,000 $32,400 $37,400
AGENDA ITEM: VIII.B
MEETING DATE: 11/12/2024
TITLE

RECOMMENDED ACTION

ANALYSIS
Both firms are well regarded. WRA has more experience obtaining the required permits, however that additional experience is coupled with a significantly larger budget. The City is not obligated to select the lowest bidder for professional services as this is a special services contract.

The City’s grant budget includes $90,000 for this task. If the funds dedicated to this task are not fully expended for this task, the funds can be moved to other tasks in the project.

Staff recommends that the City enter into a contract with Dark Gulch LLC as they are well qualified to complete the project and have a more price competitive scope of work.

This project and the required project management will both be completely funded through the Coastal Conservancy Grant. Grant funds will also cover all City staff time associated with the Project.

1. Dark Gulch Scope of Work

2. WRA Scope of Work

3. Draft Contract
Peggy Ducey, Interim City Manager

FISCAL IMPACT

ATTACHMENTS

CITY MANAGER SIGNATURE

Page 1 of 1 ends

Dark Gulch LLC
PO Box 14
Fort Bragg, CA 95437 USA
[email protected]
Estimate

ADDRESS
City of Point Arena
ESTIMATE 1031
DATE 11/01/2024

DATE SERVICE DESCRIPTION QTY RATE AMOUNT
Coastal Zone Biological
Resources Report
Preparation & compilation of Coastal
Zone Biological Resources Report ~
price per hour to prepare Coastal Zone
Biological Resources Report.
40 100.00 4,000.00
USFWS Technical
Assistance Letter for Point
Arena Mountain Beaver
Preparation of USFWS Technical
Assistance Letter for Point Arena
Mountain Beaver - price per hour
2 100.00 200.00
Aquatic Resources
Delineation Report
Preparation and compilation of Aquatic
Resources Delineation Report - price
per hour
50 100.00 5,000.00
Army Corps Section
404/Section 10 Permit
Application
Preparation of Army Corps Section
404/Section 10 permit application -
price per hour
50 100.00 5,000.00
NMFS Section 7 and
Essential. Fish Habitat
Document
Preparation of NMFS Section 7 and
Essential Fish Habitat Document -
price per hour
50 100.00 5,000.00
NMFS MMPA No Take
Concurrence Request
Letter
Preparation of NMFS MMPA No Take
Concurrence Letter - price per hour
2 100.00 200.00
North Coast RWQCB
Section 401 WQC
Application
North Coast RWQCB Section 401
WQC Application preparation - price
per hour
80 100.00 8,000.00
CDFW Incidental Take
Permit Application
Preparation of CDFW Incidental Take
Permit application - price per hour
40 100.00 4,000.00
GIS Mapping GIS Mapping - creation of maps for
permitting work as requried
20 50.00 1,000.00
TOTAL $32,400.00
Accepted By
Accepted Date
Attachment 1

Page 1 of 1 ends

Dark Gulch LLC
PO Box 14
Fort Bragg, CA 95437 USA
[email protected]
Estimate

ADDRESS
City of Point Arena
ESTIMATE 1030
DATE 11/01/2024

DATE SERVICE DESCRIPTION QTY RATE AMOUNT
Biological Report Preparation of Biological Report
including all preliminary research,
preparation of biota lists, field studies
and all associated reporting.
1 5,000.00 5,000.00
TOTAL $5,000.00
Accepted By
Accepted Date
2169-G East Francisco Blvd, San Rafael, CA, 94901
Ph: 415.454.8868 | wra-ca.com
Point Arena Pier Resiliency Project
Scope of Work and Estimated Cost
Prepared for:

City of Point Arena
ATTN: Peggy Ducey, City Manager
PO Box 67
Point Arena, CA 95468
(707) 882-2122
[email protected]
October 4, 2024
WRA PROJECT NO. 340359

PURPOSE
WRA, Inc. (WRA) is pleased to submit this proposal to provide professional consulting services to the City of Point Arena (City; Client). The purpose of this Scope of Work is to describe the anticipated level of effort and deliverables involved in the biological assessments and permitting for the proposed repair of the Point Arena fishing pier (Project) as part of the Point Arena Wharf Resiliency. It is WRA’s understanding that a sea-level rise vulnerability study was conducted for the existing wharf which has identified several repairs necessary to prepare the existing pier for anticipated sea-level rise impacts (Moffet & Nicol 2022; ESA 2023). Based on the results of this study, WRA understands the City is proposing to repair the existing pier so that it is resilient to sea-level rise.

This Scope of Work identifies tasks needed for WRA to provide biological services (Phase 1), CEQA support services (Phase 2, Task 1), lead environmental permitting effort with the U.S. Army Corps of Engineers (Corps), the National Marine Fisheries Service (NMFS), the North Coast Regional Water Quality Control Board (RWQCB), and the California Department of Fish and Wildlife (CDFW),and Coastal Development Permit (CDP) support services, if needed.

WORK PRODUCTS
The following work products are included in this Scope of Work:
• Coastal Zone Biological Resources Report
• USFWS Technical Assistance Letter for Point Arena Mountain Beaver • Aquatic Resources Delineation Report
Attachment 2
City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
2 • Corps Section 404/ Section 10 Permit Application
• NMFS Section 7 and Essential Fish Habitat Document
• NMFS MMPA No Take Concurrence Request Letter (optional) • North Coast RWQCB Section 401 WQC Application
• CDFW Incidental Take Permit Application (optional)

SCOPE OF WORK
PHASE 1 – BASELINE STUDIES
The baseline studies included in Phase 1 of this Scope of Work assumes the Study Area analyzed will include the pier along with a 100-foot buffer, along with potential staging locations. The following tasks will vary depending upon on-site conditions and reporting needs. Initially, the primary task will be a site visit to map existing biological resources (including potential Environmentally Sensitive Habitat Areas [ESHAs]). Should additional site assessments be necessary, WRA will conduct the assessments at appropriate times (i.e., spring for special-status plant surveys) consistent with the tasks provided below. WRA will draft a baseline report following site assessments to provide existing biological conditions in the areas proposed for development. If the Study Area includes ESHA(s), either a buffer analysis and/or an alternatives analysis will be included in the report (see Tasks 4a and 4b, below).

TASK 1: Site Assessment
In order for the City to approve development within the coastal zone, several biological assessments/surveys will need to be conducted within the Study Area to determine the presence and extent of potential ESHA(s). WRA will conduct a site visit to map all observable ESHA within the Study Area (i.e., sensitive natural communities such as wetlands, CDFW sensitive communities, streams; special-status plants, special-status wildlife). The entirety of the Study Area will be assessed. Land cover types (i.e., natural communities, developed areas, and aquatic features) will be mapped. Habitat in the Study Area will be assessed for potential to support special-status wildlife. If a special-status wildlife species is observed, species and location will be mapped. Should the site have the potential to support special-status wildlife, WRA will provide recommendations specific to those species within the report under Task 3. As there is a broad spectrum in critical lifecycle functions, habitat requirements, and survey methodology, additional surveys may be warranted. WRA will provide the Client a time and cost estimate under a separate Change Order.

A wetland delineation will be performed to determine extent of aquatic resources, under Task 3 below. Results will also include a delineation of Coastal Act wetlands. As the Study Area is entirely aquatic, no botanical surveys are necessary.

Upon completion of field surveys (Tasks 1 through 3), WRA will provide the Client with a verbal/email report explaining the results and subsequent necessary actions to continue development process with the City. Any geospatial data from the assessment will be available to Client architects/engineers for Project design.

TASK 2: USFWS Technical Assistance for Point Arena Mountain Beaver As the Study Area is located within the range of the federal-listed Point Arena Mountain Beaver, technical assistance from USFWS will be necessary. While the Project is in the ocean, areas of staging, or Project-related activities may have the potential to impact PAMB. WRA will assess terrestrial areas for suitable habitat and conduct a protocol level presence/absence survey. A brief City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
3 letter with figures showing the survey area and results will be written and submitted to USFWS.

Communication between WRA and USFWS is anticipated to finalize avoidance measures. The information provided by USFWS will be necessary for the report under Task 4.

TASK 3: Aquatic Resources Delineation Report
WRA staff will prepare an aquatic resources delineation report for the proposed Project in accordance with the San Francisco Corps District’s Minimum Standards for Acceptance of Preliminary Wetland Delineations. The report will discuss Section 10 and Section 404/401 of the Clean Water Act jurisdictional areas. The report and will include all the necessary checklist items and/or forms including a delineation map submitted on either aerial photography or 100-scale topographic maps using one-foot contours or a suitable aerial photograph and sample point data sheets with the results of the field investigations. The report will discuss the existing site conditions and describe the field methodology followed for determining the extent of potentially jurisdictional waters and wetlands. Wetland and water types will be classified and labeled by USFWS Cowardin classification system, as appropriate. A summary table will be included that indicates the total area of existing wetlands, categorized by wetland type and unique feature IDs.

An electronic copy of the draft report will be provided to the Client for review. Following the Client’s review of the report, WRA will finalize the report for submittal to the Corps and RWQCB.

This report will be necessary for permitting purposes. An addendum will be included that discusses and depicts CCA aquatic resources
TASK 4: Coastal Zone Biological Resources Report
WRA will draft a Biological Resources Report that will discuss the results of the site assessment, identifying ESHA or potential ESHA that may be present and potential impacts by the Project. The City LCP requires that a buffer area be established around the literal extent of sensitive natural resources, with the resource and buffer collectively forming the ESHA. The width of the buffer area shall be a minimum of 100 feet. If ESHA are identified, and the proposed Project is outside the 100- foot buffer of ESHA, WRA will produce a report under this Task demonstrating that the Project and its related activities will occur entirely outside of the on-site ESHA and its 100-foot buffer. The report will provide recommendations on avoidance and maintenance of the on-site ESHA, and provide routine best management practices (e.g., exclusion fencing, seasonal work windows) to avoid encroachment and/or impacts into the 100-foot buffer should these be deemed necessary.

If the proposed Project is within the 100-foot buffer of ESHA, a reduced buffer analysis and/or alternatives analysis may be necessary, as discussed in Tasks 4a and 4b below. These tasks will supplement the report under Task 4.

TASK 4a: Reduced Buffer Analysis (if necessary)
The City LCP requires that a buffer area be established around the literal extent of sensitive natural resources, with the resource and buffer collectively forming the ESHA. The width of the buffer area shall be a minimum of 100 feet, unless it can be demonstrated, based on criteria in Section 5.22 (a) through (g), after consultation with the CDFW, that 100 feet is not necessary to protect the resources of that particular habitat from possible significant degradation caused by the proposed development. In this case, the buffer can be reduced to 50 feet and still be considered development outside of an ESHA, but within the 50-foot buffer it is considered development within an ESHA (i.e., no buffer may be less than 50 feet in width).

City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
4 If proposed development is within the 100-foot buffer on ESHA, WRA will provide a reduced buffer analysis in the biological report. The analysis will assess the proposed development’s potential impacts to ESHA based on criteria in Section 5.22 (a) through (g). Avoidance measures or mitigation measures will be identified, if necessary, to reduce potential impacts to ESHA by the proposed development. A discussion of potential impacts and recommended mitigation measures to ensure that the development would be sited and designed in a manner that would prevent impacts and provide for the continuance of the ESHA would be included in the evaluation.

TASK 4b: Alternatives Analysis (if necessary)
To evaluate whether the size, location, and design of the Project are the least environmentally damaging alternative, as compared to other alternatives, the biology report will discuss and identify the Least Environmentally Damaging Alternative (LEDA) within the Study Area, if necessary. The LEDA analysis will take into account adjacency to the on-site ESHA, quality and sensitivity of the on-site ESHA, erosion potential, hydrologic alteration, etc. The analysis will necessarily be performed to demonstrate the location(s) of the LEDA as determined by the type, extent, location, and sensitivity of the on-site ESHA. Alternatives that will be considered include the proposed Project, alternative locations, alternative designs, and a “no-Project” alternative.

WRA will require 60 percent design Project plans to complete the report under Task 4a or Task 4b, if ESHA are observed. The plans will need to be provided in a geo-referenced digital format (i.e., CAD or GIS). The plans should include locations of all proposed structures, access roads, and staging areas, where applicable. If geo-referenced plans are not provided, the cost of the report may increase due to additional work. If this should occur, a Change Order will be provided describing cost associated with the task.

PHASE 2 – REGULATORY PERMITTING AND STRATEGIC SUPPORT SERVICES TASK 1: CEQA Strategic Support Services
Under this task, WRA will provide input on the biological sections of the Project’s CEQA document.

This strategic support may include, but is not limited to input on:
• CEQA Project description;
• CEQA impact analysis; and
• CEQA mitigation measures.

WRA’s input on the Project’s CEQA document will help ensure the CEQA document is consistent with WRA’s permitting approach for the Project and that the avoidance and minimization measures (or CEQA mitigation measures) of the Project ensure no take of listed species. This task includes up to 18 hours of WRA staff time providing input on the Project’s CEQA document.

TASK 2: Clean Water Act Section 404 and Rivers and Harbors Act Section 10 Permitting – U.S.

Army Corps of Engineers
The Corps regulates the placement of fill within waters of the United States. Based on the Project information WRA has reviewed to date, we assume the Project will need to obtain a Clean Water Act Section 404 permit and Rivers and Harbors Act Section 10 permit. If the Project will result in under 0.5 acre of net fill in waters of the U.S., we assume that the appropriate permit mechanism City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
5 will be either a Nationwide Permit or Letter of Permission. WRA assumes an Individual Permit will not be required for the Project.

WRA will prepare a Nationwide Permit Pre-Construction Notification (PCN) and application for the Project that meets the Corps’ various requirements. The application will include a narrative alternatives analysis demonstrating that avoidance and minimization of impacts to waters of the U.S. have been incorporated into the Project design and that the proposed Project is the “Least Environmentally Damaging Practicable Alterative (LEDPA).” WRA assumes the Corps will not require a formal Section 404(b)(1) Alternatives Analysis. WRA will prepare the alternatives analysis with substantial input from the project team. WRA assumes the project team will be able to provide information on the size of Project impacts within Corps jurisdiction for WRA to incorporate into application materials.

This task includes preparation and submittal of one draft and one final Corps application package to the project team and assumes WRA will receive one round of consolidated comments from the project team on the draft application package. In addition, this task includes responses to up to three (3) rounds of comments and up to two (2) meetings with the Corps and NMFS, combined.

WRA’s effort responding to NMFS comments is included under Task 3, below.

TASK 3: NMFS Section 7 and Essential Fish Habitat Consultation The Corps will need to demonstrate compliance with Section 7 of the Endangered Species Act (ESA) before issuing a permit for the Project. WRA will prepare a federal format Section 7 Biological Assessment (BA) for the Corps to initiate formal consultation with NOAA Fisheries/National Marine Fisheries Services (NMFS). The BA will also include an assessment of Essential Fish Habitat (EFH) as required under the federal Magnuson-Stevens Fisheries Conservation and Management Act. The BA will assess potential effects on aquatic species and habitats and determine if the Project (proposed action) would have an adverse effect on federally protected species and critical habitats under the jurisdiction of NMFS. WRA expects the BA will analyze the Project’s potential to affect green sturgeon, Central California Coast coho salmon, Northern California winter-run steelhead, leatherback sea turtle, and Southern resident Distinct Population Segment killer whale and associated critical habitats, if present.

The BA will include avoidance and minimization measures that will be modeled after those included in the Project’s CEQA document, but the measures proposed by WRA may differ according to federal agency preferences. The BA will be included in the Corps permit application (Phase 2, Task 2). WRA biologists will prepare responses to up to two (2) rounds of comments and questions from NMFS. Meetings with the NMFS and/or USFWS are included under Phase 2, Task.

TASK 4: NMFS Marine Mammal No Take Concurrence
In addition to regulatory protections conferred under the federal ESA, marine mammals are also protected under the federal Marine Mammal Protection Act (MMPA). Unlike the NMFS Section 7 consultation described under Task 8, above, which will be undertaken by a federal lead agency (likely the Corps), the MMPA is administered by NMFS directly.

Under this task, WRA will prepare a letter for NMFS requesting “no take concurrence” for marine mammals. The letter will include:
• A brief description of the Project;
City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
6 • An analysis of Level A and Level B isopleths (“take” zones) for all marine mammal species under the jurisdiction of NMFS with potential to occur in the vicinity of the Project; and • Recommended marine mammal avoidance and minimization measures to prevent the take of any marine mammals.

This task also includes WRA’s time attending up to two (2) virtual meetings with NMFS to discuss the Project and WRA’s effort responding to up to two (2) rounds of minor comments from NMFS on the no-take concurrence request letter. WRA assumes there will be one round of consolidated comments issued on the draft no-take concurrence request letter.

TASK 5: Clean Water Act Section 401 Water Quality Certification Permitting – North Coast Regional Water Quality Control Board
The Project will require a Section 401 Water Quality Certification (401 WQC) from the North Coast Regional Water Quality Control Board (RWQCB). According to requirements that took effect in 2020, a pre-filing meeting with the RWQCB must be requested prior to submitting a “final” application to the RWQCB. WRA will prepare and submit a draft permit application as part of the pre-filing meeting process.

Under this task, WRA will prepare a draft application and will request the pre-filing meeting on the City’s behalf. In addition to the details we provide to the Corps, this draft application will need to be supplemented with the following:
• Any hydrologic technical studies prepared by other consultants. • Documentation of CEQA compliance.
• A compensatory mitigation approach if the Project will result in a net increase in fill within waters of the State.

The application will include a narrative alternatives analysis demonstrating that avoidance and minimization of impacts to waters of the U.S. and waters of the State have been incorporated into the Project design and that the proposed Project is the LEDPA. This type of alternatives analysis required for permitting differs from the analysis of alternatives that is typically done during the preliminary design phase and CEQA. WRA will prepare the alternatives analysis with substantial input from the project team. WRA assumes the project team will be able to provide information on the size of Project impacts within RWQCB jurisdiction for WRA to incorporate into application materials.

Following what we expect to be no more than one round of draft application submittal, comments, and responses between WRA and the RWQCB by email, WRA will prepare a final application to be submitted to the Water Board concurrently with submittal of the Section 404 permit application to the Corps. WRA assumes preparation of a formal Section 404(b)(1) Alternatives Analysis will not be required. Payment of RWQCB application fees is not included in this task; however, WRA will prepare written instructions to facilitate City payment of the required fee amount. This task also includes up to two (2) meetings with the RWQCB and preparation of up to two (2) responses to RWQCB comments following submittal of the final application.

TASK 6: CDFW Incidental Take Permit (if necessary)
Section 2080 of the California Fish and Game Code (CFGC) prohibits take of any species listed as threatened or endangered under the California Endangered Species Act (CESA). CDFW can issue City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
7 Incidental Take Permits (ITPs) under Section 2081(b) of CFGC for lawful activities that result in incidental take of State listed species.

Depending on the size of piles included in the Project, the proposed method of pile driving and removal, the work window proposed by the Project, and the avoidance and minimization measures incorporated into the Project, a CDFW ITP may be necessary for the Project. If deemed necessary, WRA will prepare an ITP application that includes a brief Project description, avoidance and minimization measures included in the Project, and information on the biology and ecology of the species for which incidental take is requested. The ITP application will use information included in the Project’s NMFS Section 7 BA (Phase 2, Task 4) as relevant, but will tailor this information to meet CESA regulations and typical CDFW formatting requirements.

Components required for inclusion in the ITP application include:
• Discussion of life history of potentially affected species; • Project background and description;
• Discussion of related requirements of CEQA;
• Discussion of potential impacts, avoidance, and minimization measures; • Discussion of means to demonstrate compliance with avoidance and minimization; • Measures and funding provided for compliance with the measures; • Figures and tables to support the application; and
• Adequate mitigation for potential impacts to meet the “fully mitigated” standard.

A draft ITP application package will be submitted to the project team for review. Edits will be incorporated and a final application package will be generated and submitted to CDFW. Upon submittal of the application package, WRA, on behalf of the Applicant, will coordinate with CDFW throughout the consultation process. This task includes WRA’s effort responding to one round of CDFW comments on the ITP application. If additional responses to comments are needed, WRA may request additional budget via a change order.

An adequate mitigation proposal is a requirement of the ITP application as CDFW cannot issue an ITP without mitigation for impacts to affected species. As part of this task, WRA will research feasible mitigation option(s) for the applicant’s consideration and include the mitigation proposal in the application package. Time to support discussions and negotiations with CDFW related to the mitigation package has been included in this scope of work. Payment of the CDFW ITP application fee or any costs associated with mitigation is not included in this Scope of Work.

Task 7: Coastal Development Permit Strategic Support Services Under this task, WRA will provide as-needed input to on the Project’s Coastal Development Permit (CDP). This strategic support may include, but is not limited to input on:
• CDP Project description;
• Input on species and habitat effects;
• Input on Project design; and
• Responses to comments on the CDP;
This task includes up to 18 hours of WRA staff time providing input related to the Project’s CDP application.

City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
8 SCHEDULE
Work can begin upon execution of this Scope of Work. WRA can conduct a site visit within 2 weeks of receipt of an executed Scope of Work.

STAFFING
Matt Richmond will be the principal in charge of the Project. Rhiannon Korhummel will be the project manager. Other staff will be assigned to the Project as necessary.

ASSUMPTIONS
In addition to the assumptions included above, the following assumptions have been made in the preparation of this Scope of Work:
• Client can provide the Project design (including access routes, staging areas) or property boundaries in digital format (such as AutoCAD or GIS), properly referenced to a geographic coordinate system.
• Any previous environmental reports for the Project supplied to Client or the project owner will be provided to WRA.
• Any previous correspondence between Client or the project owner and government agencies that relates to WRA’s proposed work will be provided to WRA. • Any biological survey, assessment, or other reconnaissance is dependent on current conditions, and data obtained may not be accurate or applicable in subsequent years. • WRA cannot guarantee schedules or costs for actions taken by regulatory and other thirdparty entities, which are outside of WRA’s control. • Payment of application fees will be the responsibility of the Client. • A Section 1602 Lake or Streambed Alteration Agreement with not be required for the Project.
• A marine mammal Incidental Harassment Authorization (IHA) will not be required for the Project.
• Preparation of documentation to support consultation under Section 106 of the National Historic Preservation Act (NHPA) is not included in this Scope of Work. • Identification of compensatory mitigation options is not included in this Scope of Work.

ESTIMATED COST
The cost for the services described in this Scope of Work is provided below. This cost is based on the assumptions above and normal working conditions. Costs may be reallocated between tasks that are based on time and materials, but the total cost shown below will not be exceeded without authorization.

PHASE AND TASK COST
PHASE 1 – BASELINE STUDIES

1. Preliminary Site Assessment $ 5,400

2. USFWS Technical Assistance for Point Arena Mountain Beaver $ 1,100

3. Aquatic Resources Delineation Report $5,200

4. Coastal Zone Biological Resources Report $6,100
4a. Reduced Buffer Analysis (if necessary) $2,100
City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
9 4b. Alternatives Analysis (if necessary) $3,300
PHASE 2 – REGULATORY PERMITTING AND STRATEGIC SUPPORT

1. CEQA Strategic Support $ 3800

2. U.S. Army Corps of Engineers Section 404/ Section 10 $ 11000

3. NMFS Section 7 and Essential Fish Habitat Consultation $ 12000

4. NMFS Marine Mammal No Take Concurrence (optional) $ 6000

5. RWQCB Section 401 Water Quality Certification $ 14000

6. CDFW Incidental Take Permit (if necessary) $ 16500

7. Coastal Development Permit Strategic Support $ 3500
TOTAL WITHOUT OPTIONAL/IF NECESSARY TASKS: $62,100
TOTAL WITH ALL TASKS: $90,000

TERMS AND CONDITIONS
This Scope of Work is subject to WRA’s Standard Terms and Conditions, which are attached hereto and incorporated herein as Exhibit A.
(Approval / Signature Page Follows)
City of Point Arena Pier Resiliency | WRA #340359
Scope of Work | October 2024
10 APPROVAL TO PROCEED
To authorize WRA’s services and signify their mutual intent to be legally bound by this Scope of Work and Exhibit A, authorized representatives of the parties hereby execute this agreement, effective upon the date when both parties have signed below.

FOR CLIENT
_____________________________________________________________________________ Signature Date
____________________________________________________________ Printed Name and Title
____________________________________________________________ Email Address
BILLING INFORMATION:
___________________________________________________________________________________ Name and Email (if different from above)

FOR WRA
_____________________________________________________________________________ Signature Date
____________________________________________________________ Printed Name and Title
2169-G East Francisco Blvd, San Rafael, CA, 94901
Ph: 415.454.8868 | wra-ca.com
Point Arena Cove Campground Project
Scope of Work and Estimated Cost
Prepared for:

City of Point Arena
ATTN: Peggy Ducey, City Manager
PO Box 67
Point Arena, CA 95468
(707) 882-2122
[email protected]
October 4, 2024
WRA PROJECT NO. 340359-1

WORK PRODUCTS
The following work products are included in this Scope of Work:
• Coastal Zone Biological Resources Report
• USFWS Technical Consultation Letter for Point Arena Mountain Beaver

SCOPE OF WORK
The Scope of Work assumes the Study Area analyzed will include the proposed campground location (red outline) along with a 100-foot buffer, as depicted by the areas outline in yellow.

City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
2 The following tasks will vary depending upon on-site conditions and reporting needs. Initially, the primary task will be a site visit to map existing biological resources (including potential Environmentally Sensitive Habitat Areas [ESHAs]). Should additional site assessments be necessary, WRA will conduct the assessments at appropriate times (i.e., spring for special-status plant surveys) consistent with the tasks provided below. WRA will draft a baseline report following site assessments to provide existing biological conditions in the areas proposed for development. As the Study Area includes ESHA(s), either a buffer analysis and/or an alternatives analysis will be included in the report (see Tasks 4a and 4b, below).

A wetland assessment will be performed to determine if Coastal Act wetlands are present within the Study Area, and if so, their extent. The Coastal Act wetland assessment will follow the guidelines outlined by the U.S. Army Corps of Engineers (Corps) 1987 Wetland Delineation Manual and the Western Mountains, Valleys, and Coasts Regional Supplement. The three parameters of hydrophytic vegetation, field indicators of hydric soils, and indicators of wetland hydrology will be investigated at selected sample locations to determine if any area meets the definition of wetland.

The California Coastal Commission recognizes areas with only one of the abovementioned parameters as Coastal Act wetlands. All areas meeting the one (Coastal Act) and three (Corps/RWQCB) parameters will be documented and mapped using a sub-meter accurate GPS unit.

The site assessment will include a botanical survey to identify any special-status plants that may be observable. The survey will follow the guidelines outlined by the CDFW in 2018, which is in City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
3 concurrence with other established survey protocols. Prior to the site assessment, WRA will develop a scoping list of target special-status plant species based on searches of the CDFW CNDDB, the California Native Plant Society’s (CNPS) Electronic Inventory of Rare and Endangered Plants, and the U.S. Fish and Wildlife (USFWS) County Species databases, as well as supplementary information from the Calflora website, the Consortium of California Herbaria data, and our local expertise in Mendocino Coast flora. The in-field survey will consist of a WRA botanist traversing the entire Study Area documenting each plant species. Per CDFW protocol, surveys for special-status plants need to be floristic in nature and should allow for identification of all plant species within the Study Area to a taxonomic level sufficient to determine rarity. As such, this survey is only applicable to plants with blooming periods that include the date of the site assessment and additional botanical surveys will be necessary.

TASK 2: USFWS Technical Assistance for Point Arena Mountain Beaver As the Study Area is located within the range of the federal-listed Point Arena Mountain Beaver, technical assistance from USFWS will be necessary to determine if the species or suitable habitat is present in the Study Area. During the preliminary site visit (Task 1), WRA will assess the Study Area for suitable habitat and conduct a protocol level presence/absence survey. Considerations as identified under Section 5.24 of the LCP will also be included and assessed. A brief letter with figures showing the survey area and results will be written and submitted to USFWS. The information provided by USFWS will be necessary for the report under Task 4.

TASK 3: Botanical Surveys (if necessary)
Per CDFW protocol for special-status plant surveys, additional botanical surveys will be necessary to determine if special-status plants are present, in what numbers, and where within the Study Area. These surveys are necessary to have complete compliance with the Coastal Act. The survey will follow the guidelines outlined by the CDFW in 2018, which is in concurrence with other established survey protocols. Prior to the site assessment, WRA will develop a scoping list of target special-status plant species based on searches of the CDFW CNDDB, the California Native Plant Society’s (CNPS) Electronic Inventory of Rare and Endangered Plants, and the USFWS County Species databases, as well as supplementary information from the Calflora website, the Consortium of California Herbaria data, and our local expertise in Mendocino Coast flora. The infield survey will consist of a WRA botanist traversing the entire Study Area documenting each plant species. Per CDFW protocol, surveys for special-status plants need to be floristic in nature and should allow for identification of all plant species within the Study Area to a taxonomic level sufficient to determine rarity. Per CDFW protocol, observation of any special-status plant observed will be reported, following approval of the Project (i.e., once Project information becomes public). Typically, two site visits are necessary, one in spring and one in summer, and are dependent upon the habitat present. If the preliminary site assessment is conducted during the spring or summer, the botanical survey for that season is included in that task.

Upon completion of field surveys (Tasks 1 through 3), WRA will provide the Client with a map illustrating all biological resources, including ESHA, observed within the Study Area and conduct a verbal/email report explaining the results and subsequent necessary actions to continue development process with the City. The figure will also be used in the report, described in Task 4.

The geospatial data from the assessment will be available to Client architects/engineers for project design.

City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
4 TASK 4: Coastal Zone Biological Resources Report
WRA will draft a Biological Resources Analysis Report, including items listed under Sec 5.23, that will discuss the results of the site assessment, identifying ESHA or potential ESHA that may be present. The report will also discuss the proposed Project. The City LCP requires that a buffer area be established around the literal extent of sensitive natural resources, with the resource and buffer collectively forming the ESHA. The width of the buffer area shall be a minimum of 100 feet. If the proposed project is outside the 100-foot buffer of ESHA, WRA will produce a report under this Task demonstrating that the Project and its related activities will occur entirely outside of the on-site ESHA and its 100-foot buffer, if ESHA are present. The report will provide recommendations on avoidance and maintenance of the on-site ESHA, and provide routine best management practices (e.g., exclusion fencing, seasonal work windows) to avoid encroachment and/or impacts into the 100-foot buffer should these be deemed necessary. This task also applies if no ESHA are observed.

As the proposed Project is within the 100-foot buffer of ESHA, a reduced buffer analysis and/or alternatives analysis may be necessary, as discussed in Tasks 4a and 4b below. These tasks will supplement the report under Task 4.

If proposed development is within the 100-foot buffer on ESHA, WRA will provide a reduced buffer analysis in the biological report. The analysis will assess the proposed development’s potential impacts to ESHA based on criteria in Section 5.22 (a) through (g). Avoidance measures and/or mitigation measures will be identified, if necessary, to reduce potential impacts to ESHA by the proposed development. A discussion of potential impacts and recommended measures to ensure that the development would be sited and designed in a manner that would prevent impacts and provide for the continuance of the ESHA would be included in the evaluation.

TASK 4b: Alternatives Analysis (if necessary)
To evaluate whether the size, location, and design of the project are the least environmentally damaging alternative, as compared to other alternatives, the biology report will discuss and identify the Least Environmentally Damaging Alternative (LEDA) within the Study Area, if necessary. The LEDA analysis will take into account adjacency to the on-site ESHA, quality and sensitivity of the on-site ESHA, erosion potential, hydrologic alteration, etc. The analysis will necessarily be performed to demonstrate the location(s) of the LEDA as determined by the type, extent, location, and sensitivity of the on-site ESHA. Alternatives that will be considered include the proposed project, alternative locations, alternative designs, and a “no-project” alternative. WRA will work with the Client and design team to identify the alternatives.

City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
5 WRA will require 60 percent design project plans to complete the report under Task 4, if ESHA are observed. The plans will need to be provided in a geo-referenced digital format (i.e., CAD or GIS). The plans should include locations of all proposed structures, access roads, septic areas, tree removal, landscape plans, and staging areas, where applicable. If geo-referenced plans are not provided, the cost of the report may increase due to additional work. If this should occur, a Change Order will be provided describing cost associated with the task.

SCHEDULE
Work can begin upon execution of this Scope of Work.

STAFFING
Matt Richmond will be the principal in charge of the project. Rhiannon Korhummel will be the project manager. Other staff will be assigned to the project as necessary.

ASSUMPTIONS
In addition to the assumptions included above, the following assumptions have been made in the preparation of this Scope of Work:
• Client can provide the project design or property boundaries in digital format (such as AutoCAD or GIS), properly referenced to a geographic coordinate system. • Any previous environmental reports for the project supplied to Client or the project owner will be provided to WRA.
• Any previous correspondence between Client or the project owner and government agencies that relates to WRA’s proposed work will be provided to WRA. • Any biological survey, assessment, or other reconnaissance is dependent on current conditions, and data obtained may not be accurate or applicable in subsequent years. • WRA cannot guarantee schedules or costs for actions taken by regulatory and other thirdparty entities, which are outside of WRA’s control. • A Section 1602 Lake or Streambed Alteration Agreement with not be required for the Project.
• Identification of compensatory mitigation options is not included in this Scope of Work. • No aquatic resources delineation report will be written. • Alternative Project designs will be provided by the Client as geo-referenced CAD.

City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
6 ESTIMATED COST
The cost for the services described in this Scope of Work is provided below. This cost is based on the assumptions above and normal working conditions. Costs may be reallocated between tasks that are based on time and materials, but the total cost shown below will not be exceeded without authorization.

PHASE AND TASK COST

1. Preliminary Site Assessment $ 3,300

2. USFWS Technical Assistance for Point Arena Mountain Beaver $ 1,400

3. Botanical Surveys (if necessary) $1,200

4. Coastal Zone Biological Resources Report $4,500
4a. Reduced Buffer Analysis (if necessary) $1,500
4b. Alternatives Analysis (if necessary) $3,000
TOTAL WITH ALL TASKS: $14,900
TOTAL WITHOUT “IF NECESSARY” TASKS $9,200

TERMS AND CONDITIONS
This Scope of Work is subject to WRA’s Standard Terms and Conditions, which are attached hereto and incorporated herein as Exhibit A.
(Approval / Signature Page Follows)
City of Point Arena Arena Cove Campground | WRA #340359-1 Scope of Work | October 2024
7 APPROVAL TO PROCEED
To authorize WRA’s services and signify their mutual intent to be legally bound by this Scope of Work and Exhibit A, authorized representatives of the parties hereby execute this agreement, effective upon the date when both parties have signed below.

PROFESSIONAL SERVICES AGREEMENT

WITH CONSULTANT
THIS AGREEMENT is made and entered into this 12th day of November, 2024 (“Effective Date”), by and between the CITY OF POINT ARENA, a municipal corporation, 451 School St, Point Arena, CA 95468 (“City”), and Dark Gulch LLC, PO Box 14, Fort Bragg, CA 95437(“Consultant”).

W I T N E S S E T H :

A. WHEREAS, the City entered into grant agreement number 23-089 with the California Coastal Conservancy; and
B. WHEREAS, the City proposes to utilize the services of Consultant as an independent contractor to provide biological and permitting services for the Arena Cove Pier Resilience project, as more fully described in Exhibit “B” (the “Project”); and C. WHEREAS, the City and Consultant desire to contract for the specific services described in the Project and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

E. WHEREAS, the City Council authorized the City Manager to execute this Agreement on behalf of the City in accordance with Chapter 3.05.121 Special Services Contracts of the City Municipal Code and/or other applicable law; F. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Work. Consultant shall provide the professional services described in the Consultant’s Proposal (“Proposal”), attached hereto as Exhibit A and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to Attachment 3
2 the complete satisfaction of the City as hereinafter specified. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement. 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.

1.5. Non-discrimination. In performing 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 non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender, sexual orientation, or disability.

Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost 3 and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed orreceived by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION, BILLING AND PREVAILING WAGES

2.1. Compensation. Consultant’s total compensation shall not exceed Thirty-Seven Thousand and Four Hundred Dollars ($37,400), and shall be paid in accordance with the fee schedule set forth in Exhibit A.

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of work specified in the Consultant’s Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. Should the City request in writing additional services that increase the hereinabove described "Scope of Work," an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. The City Manager may approve contract change orders not exceeding a total of 10% of the approved contract or up to the contingency amount whichever amount is less for any one project.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but not more often than monthly and prior to the last day of the month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the last day of the Month in which the invoice was received. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the date of final payment.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the issuance of Notice to Proceed. Said services shall be performed in strict compliance with the schedule set forth in the Scope of Work attached hereto as Exhibit A. Consultant will complete the services in accordance with this Agreement by May 31, 2025. The Time of Completion may only be modified 4 by a written amendment of the Agreement signed by both the City and the Consultant and in accordance with its terms.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and expire on May 31, 2025 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least ten (10) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement, such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
5 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent Best’s Key Insurance Rating Guide, and approved by City:
(a) Broad-form commercial general liability, in a form at least as broad as ISO form #CG 20 01 04 13, including premises-operations, products/ completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) aggregate, combined single limits. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non- owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant.

Consultant agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officials, officers, agents, employees, and volunteers for losses arising from work performed 6 by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the City Clerk the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City Clerk before execution of this Agreement by the City. The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than Two Million Dollars ($2,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the City nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Point Arena and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self- insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant’s sole cost and expense.” 7 (c) Other insurance: "The Consultant’s insurance coverage shall be primary insurance as respects the City of Point Arena, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Point Arena shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Point Arena, its officers, officials, agents, employees, and volunteers.
(e) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

5.3. Deductible or Self-Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit B and incorporated herein by this reference.

5.5. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. The Project Manager designated to work directly with Consultant in the performance of this Agreement will be the Special Projects Manager. It shall be the Consultant’s responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made 8 by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant designates Ann Sanservo as its Project Manager, who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

Sarah Bradley City Manager
CEO/Principal Biologist
Dark Gulch LLC
PO Box 14
Fort Bragg CA 95437
City of Point Arena
451 School St.

Point Arena, CA 95468
(707)734-0922 Tel: 707-882-2122

6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Mendocino County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless.

If Consultant is not a design professional performing “design professional” services under this Agreement, as that term is defined in Civil Code Section 2782.8, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, demands, actions, 9 suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

If Consultant is a design professional performing “design professional” services under this Agreement, as that term is defined in Civil Code Section 2782.8, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise 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, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement 10 System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. 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 be and remain the sole property of City. 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.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. 11 During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:

This Agreement, the City’s Request for Proposals, the Consultant’s Proposal.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraph and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative 12 of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

6.27. Use of Recycled Paper Products. In the performance of this Agreement, Consultant shall use paper products and printing and writing paper that meets Federal Trade Commission recyclability standards as defined in 16 CFR 260.12.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY CONSULTANT
By: By:

Peggy Ducey Sarah Bradley
Its: Interim City Manager Its: President/CEO
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

By:

Baron J. Bettenhausen
City Attorney
13 EXHIBIT A
CONSULTANT’S PROPOSAL
(Scope of Work, Fee Schedule and Time Table)
14 EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

Point Arena City CouncilNovember 12, 2024

Point Arena City Council
November 12, 2024