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HomeMy WebLinkAboutA6140 - CENTER FOR NATURAL LANDS MANAGEMENT PAR PREP. BOGERT RD WASH CONSERVATION EASEMENT Kathie Hart From: Marcus Fuller Sent: Tuesday,July 05, 2016 4:41 PM To: Kathie Hart;Tabitha Richards Subject: RE:A6140-Center for Natural Lands Management Ok to close. Marcus L. Fuller, MPA, PE, PLS Assistant City Manager/City Engineer i} City ofPalm Springs E 3200 E. Tahquitz Canyon Way CALIFORNIA Palm Springs, CA 92262 (760)322-8380 Like no place else.' Marcus.Fuller(a)nalmspringsca.gov From: Kathie Hart Sent: Thursday, June 23, 2016 6:03 PM To: Marcus Fuller; Tabitha Richards Subject: RE: A6140 - Center for Natural Lands Management As requested. !Cathie Kathie Hart, MMC Chief Deputy City Clerk City of Palm Springs "_ ' (760) 323-8206 3200 E. Tahquitz Canyon Way (760) 322-8332 Palm Springs,CA 92262 Kathie.Hart@PalmSpringsCA.gov City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays. From: Marcus Fuller Sent: Thursday, June 23, 2016 5:47 PM To: Kathie Hart; Tabitha Richards Subject: RE: A6140 - Center for Natural Lands Management Please email the agreement, it may have a longer term due to their continued oversight of the easement. Marcus L. Fuller, MPA, PE, PLS Assistant City Manager/City Engineer City ofPalm Springs E r 3200 E. Tahquitz Canyon Way CiALIFORNIA Palm Springs, CA 92262 (760)322-8380 Like no place else," Marcus.Fullerftalmsprinosca.gov From: Kathie Hart Sent: Wednesday, June 15, 2016 9:07 PM To: Tabitha Richards Cc: Marcus Fuller Subject: A6140 - Center for Natural Lands Management 1 i a a obi�v www.cnim.org CONSULTING SERVICES AGREEMENT Property Analysis Record (PAR) Preparation Bogert Road Wash Conservation Easement[P2571 THIS CONSULTING SERVICES AGREEMENT ("Agreement") is entered into as of AUSW-r AP, 2011, by and between the Center for Natural Lands Management, a Califomia 901(c)(3) nonprofit corporation (hereinafter"CNLM") with a registered business address of 215 West Ash Street, Fallbrook, CA 92028 and City of Palm Springs, a California charter city and municipal corporation with a registered business address of 3200 East Tahquitz Canyon Way Palm Springs, California 92262 (hereinafter"Project Proponent"). I. RECITALS A. CNLM is a nonprofit organization dedicated to the preservation of habitat and native species through effective long-term stewardship of both biological and financial resources. A critical aspect of this stewardship is proper initial planning regarding the necessary on-going and periodic tasks and associated costs. To facilitate this necessary planning, CNLM developed and employs the "Property Analysis Record" ("PAR") software system ("PAR©"). B. CNLM has the necessary expertise to perform the services described in this Agreement and desires to accept such engagement upon and subject to the terms and conditions of this Agreement. C. Project Proponent has received approval of the Conference Opinion/Assessment from the pertinent regulatory agencies related to the Bogert Bridge Trail Rehabilitation project ("Project"). The Project is within the within Casey's June beetle 2009 Proposed Critical Habitat, and will impact approximately 0.96 acre of Casey's June beetle 2009 Proposed Critical Habitat. Among the measures to offset project impacts, the Project Proponent proposes to record a Critical Habitat conservation easement(parcel APN 512-190-027) in the wash, approximately 5.14 acres ("Property"). The Project location is in the Coachella Valley area of western Riverside County at the western end of the City of Palm Springs urban core. It is located within Section 35 of Township 4 South, Range 4 East on the Palm Springs 7.5 minute U.S. Geological Survey[USGS]quadrangle (USGS 2007); the Property is located directly upstream of the Project area Consulting Services Agreement—PAR Preparation City of Palm Spnngs P257 Bogert Road Wash CE Page 1 of 18 D. CNLM prepares a PAR, a report("PAR Report") as annotated by an accompanying communication ("PAR Letter"), using its speck due diligence process and PAR© software. CNLM's PAR process involves direct observation and provided documentation of the Property, parsing both required activities and CNLM's stewardship practices into specific tasks and tools, and applying appropriate costs for all stewardship and administrative activities. It is this process,which results in a two-part PAR product(i.e., PAR Report and PAR Letter), that defines a "CNLM PAR." E. Project Proponent requires the services of a qualified consultant to perform and complete the services described by this Agreement. II.TERMS AND CONDITIONS NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, CNLM and Project Proponent hereby agree to enter into a time-and-materials contract as follows: 1. Services to be Performed by CNLM CNLM shall perform and complete the services described in Exhibit A(Scope of Work) attached hereto and incorporated herein by reference ("Services"). 2. Term of Services CNLM shall commence and diligently perform the Services to completion as provided in Exhibit B attached hereto and incorporated herein by reference (Work Schedule). 3. Compensation Deposit, and Payment Schedule Project Proponent shall pay CNLM for the performance of the Services on a time-and- materials basis ("T&M") and, prior to commencement of Services by CNLM, Project Proponent shall provide CNLM with a deposit("Deposit") in the amount equal to fifty percent (50%) of the estimated total compensation for services ("Estimated Cost") specified in Exhibit C (Compensation. Deposit and Payment Schedule) attached hereto and incorporated herein by reference to serve as a source of payment for all or part of the Services performed under this Agreement. 4. Project Proponent Obligations and Acknowledgements With respect to this Agreement: a. Project Proponent acknowledges that CNLM intends to exercise due diligence on the Property and may interview, research, consult, and otherwise communicate with interested parties, including those employed by general and special purpose governments, state and federal agencies, and others, as appropriate. b. Project Proponent acknowledges that by entering into this Agreement, CNLM in no way obligates itself to either acquire or to enter into an agreement to acquire any interest in the Property. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 2 of 18 C. Project Proponent acknowledges that this is not an exclusive services agreement and that CNLM has or may enter into similar agreements with individuals, government entities, and/or other business associations, including some which may share with Project Proponent similar business activities and/or North American Industry Classification System (NAICS) codes. d. The Project Proponent agrees to obtain CNLM's written permission before posting any document drafted by CNLM on an Internet website accessible by the general public. e. The Project Proponent will allow CNLM to review and approve any document or work product which uses or incorporates any portion of any work product produced by CNLM before releasing such document or work product to any person(s) except to the extent production is required pursuant to the California Public Records Act or such other applicable law The Project Proponent will further allow CNLM to correct any Project Proponent interpretation or representation of the technical content of the work produced by CNLM. 5. Revisions Any revision to any portion of this Agreement, including Exhibit A (Scope of Work), Exhibit B (Work Schedulel, Exhibit C (Compensation, Deposit, and Payment Schedule), or Exhibit D (Insurance) shall be set forth in writing and signed by the parties. 6. Representations by CNLM CNLM represents that its Services under this Agreement shall be performed in a manner consistent with that level of care and skill ordinarily exercised by other professional consultants in its field of specialty under similar circumstances. 7. Confidentiality and Non-disclosure a. CNLM acknowledges that in the course of providing the Services hereunder, it may be exposed to certain confidential and proprietary information of Project Proponent. Such confidential and proprietary information is that information identified and designated by Project Proponent as "Confidential," "Confidential Business Information," or"CBI". CNLM agrees to hold in strict confidence all such information. CNLM further agrees that CNLM: (1) shall not use such information or data other than for the purposes of this Agreement; (2)will take all reasonable steps to restrict the disclosure of such information or data within its own organization to those persons who are directly concerned therewith and who have been informed of CNLM's obligations hereunder; and (3) shall not disclose such information or data to any third party without the prior written consent of Project Proponent. b. CNLM's obligations under this Section shall survive the expiration or termination of this Agreement, but shall not apply to information which: (1)was known to CNLM prior to any disclosure by Project Proponent, as evidenced by suitable written documentation; (2) is or shall become public information through no fault of CNLM; (3) is received by CNLM from a third party having no confidentiality obligation to Project Proponent; or(4)which CNLM is required by law to produce or reveal to any third party through a properly issued subpoena or court order, in which event CNLM shall promptly notify Project Proponent of its receipt of such subpoena or court order. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 3 of 18 8. Insurance and Liens At all times during the term of this Agreement, CNLM shall maintain, at its sole cost and expense, the insurance coverages covering activities performed under, and obligations undertaken in, this Agreement as described and defined in Exhibit D (Insurance), attached hereto and incorporated herein by reference. 9. Independent Contractor Status and Use of Subcontractors CNLM shall perform the Services as an independent contractor and is not, and shall not be deemed as, an agent, employee, or representative of Project Proponent. CNLM has no authority to assume or create any commitment or obligation on behalf of or to bind Project Proponent in any respect whatsoever and shall not represent that it has such authority or otherwise hold itself out as having such authority. CNLM may use subcontractors to perform Services under this Agreement. CNLM shall promptly provide to Project Proponent the names and business addresses of any subcontractors that it proposes to use. Any subcontractor used by CNLM shall not be or act as an agent, employee, or representative of Project Proponent. Any subcontractor used by CNLM shall be qualified and licensed to perform any Services or services as may be requested by CNLM. CNLM is solely responsible for ensuring that all of its contractors, subcontractors, agents, and/or employees abide at all times by the terms of this Agreement. 10. Prohibition against Assignment or Delegation Except as otherwise provided in this Agreement, CNLM shall not, without the prior express written consent of Project Proponent, assign,transfer, or delegate any of its obligations or duties under this Agreement. 11. Termination Project Proponent may terminate this Agreement for cause upon five (5)working days written notice to CNLM. Additionally, the Project Proponent may terminate this Agreement without cause upon providing CNLM thirty (30) days advance written notice. CNLM shall be entitled to all amounts due for Services performed, actual cost of services and materials purchased as of the date of termination, and commercially reasonable costs directly attributable to such termination. Upon receipt of notice of termination, CNLM shall obtain Project Proponent's prior written approval before performing any additional services under this Agreement. 12. Notices All notices required under this Agreement shall be in writing and shall be addressed to the recipient as set forth in Exhibit A(Scope of Work). All notices shall be deemed effectively given when delivered, if delivered personally or by couriered mail service;three(3)days after such notice has been deposited in the United States mail postage prepaid, if mailed certified or registered U.S. mail, return receipt requested; or when received by the party for which notice is intended if given in any other manner. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 4 of 18 13. Access Subject to the terms of this Agreement, Project Proponent will ensure that CNLM is granted appropriate licenses to perform such physical inspections, surveys, and studies, and review such other matters related to the Property as CNLM deems necessary or appropriate for its review of the Property. In connection therewith, Project Proponent shall ensure that CNLM has the legal right and reasonable ability to enter upon the Property during normal business hours for the purpose of conducting such inspections, surveys, and studies. CNLM shall not enter the Property without providing Project Proponent(or the landowner, if different than Project Proponent)with at least forty-eight(48) hours advance notice unless otherwise agreed by the parties to this Agreement. 14. Indemnity a. To the fullest extent permitted by law, CNLM shall defend (at CNLM's sole cost and expense), indemnify, protect, and hold harmless Project Proponent, its elected officials, officers, employees, and agents (collectively the"Indemnified Parties'), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or death of persons (CNLM's employees included), for damage to property, including property owned by Project Proponent, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by CNLM, its officers, employees, representatives, and agents, that arise out of or relate to CNLM's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Project Proponent, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CNLM's indemnification obligation or other liability under this Agreement. CNLM's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. b. Project Proponent agrees to indemnify, defend, and hold harmless CNLM from and against any and all claims, liability, loss, cost, or expense, including without limitation, reasonable attorneys' fees, expenses, costs of litigation, and expenses reasonably incurred in investigating or attempting to avoid or oppose the imposition of damages or in enforcing this indemnity, of whatever kind or nature which CNLM may sustain by reason of any suits, claims, demand, litigation, proceeding, or matters caused by Project Proponent relating to or involving CNLM's access to the Property under this Agreement. 15. Dispute Resolution In the event a dispute shall arise between the parties to this Agreement that cannot be resolved by negotiating in good faith or through mediation, it is agreed that the dispute shall then be referred to an arbitration service selected by agreement of the parties. The arbitrator's decision shall be final and legally binding and judgment may be entered thereon. Each parry shall be responsible for its share of the arbitration fees in accordance with the applicable rules of arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 5 of 18 the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including reasonable attorney's fees for having to compel arbitration or defend or enforce the award. 16. Force Maieure Neither party hereto shall be liable to the other for its failure to perform under this Agreement when such failure is caused by strikes, accidents, acts of God, fire, war, flood, governmental restrictions, or any other cause beyond the control of the party charged with performance; provided that the party so unable to perform shall promptly advise the other party of the extent of its inability to perform. Any suspension of performance by reason of this Section shall be limited to the period during which such cause of failure exists. 17. Nonwaiver No provision of this Agreement shall be waived, by conduct or otherwise, except in writing signed by both parties. No assent or waiver, whether expressed or implied, of any breach of any one or more of the covenants, conditions, or provisions set forth in this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, condition, or provision hereof. 18. Successors This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors, agents, representatives, heirs, and assigns. However, nothing herein shall be deemed to permit an assignment or delegation by CNLM in contravention of Section 10, above. 19. Nondiscrimination During the performance of this Agreement, CNLM and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment on the basis of race, color, national origin, religion, creed, gender, physical or mental disability (including HIV and AIDS), medical condition (cancer-related or genetic characteristics), ancestry, marital status, age (40 and above), sexual orientation, citizenship, denial of family or medical care leave, or status as a covered veteran (special disabled veteran, Vietnam-era veteran, or any other veteran who served on active duty during a war or in a campaign or expedition for which a campaign badge has been authorized). CNLM and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CNLM and subcontractors shall comply with the provisions of the Fair Employment and Housing Act(Gov. Code §12990(a-f) et seq.)and the 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. CNLM and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 6 of 18 CNLM shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 20. Applicable Law The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder shall be governed and interpreted in accordance with the laws of the State of California. 21. Severability If any provision of this Agreement shall be adjudged invalid by any court, the remaining provisions of this Agreement shall remain valid and enforced to the full extent permitted by law. 22. Integrated Agreement This Agreement, including all Exhibits attached hereto, contains the entire understanding and agreement between the parties, sets forth all the rights and duties of the parties with respect to the subject matter hereof, and replaces and supersedes all previous agreements or understandings,whether written or oral, relating thereto. No modification of this Agreement or any of its terms shall be effective unless in writing and signed by the duly authorized representatives of the parties. 23. Time Time is expressly of the essence with respect to this Agreement. 24. Counterparts The parties may execute this instrument in two counterparts, which shall, in the aggregate, be signed by CNLM and Project Proponent; each counterpart shall be deemed an original instrument as against any party who signed ft. The terms and conditions incorporated herein are a material part of this Agreement. CNLM and Project Proponent have read and fully understand each and all of the terms and conditions set forth above. SIGNATURES ON FOLLOWING PAGE Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 7 of 18 CENTER FOR NATURAL LANDS MANAGEMENT By signing this Agreement,the undersigned agrees that he/she is a duty authorized agent of CNLM and is authorized to enter into this Agreement. Date David R. Brunner Executive Director Center for Natural Lands Management 215 West Ash Street Fallbrook, CA 92028 (760) 731-7790 Phone (760)731-7791 Fax dbrunner@cnlm.org www.onim.org TIN 68-0233573 PROJECT PROPONENT By signing this Agreement,the undersigned agrees that he/she is a duty authorized agent of the Project Proponent and is authorized to enter into this Agreement. Date David Baraldan Director of Public Works/City Engineer City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 APPROVED AS TO FORM: (760)323.8299 Phone , www.ci.palmsprings.ca.us Title• Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 8 of 18 CENTER FOR NATURAL LANDS MANAGEMENT By signing this Agreement,the undersigned agrees that he/she is a duly authorized agent of CNLM and is authorized to enter into this Agreement. \� T Date David R. Brunner Executive Director Center for Natural Lands Management 215 West Ash Street Fallbrook, CA 92028 (760) 731-7790 Phone (760) 731-7791 Fax dbrunner@cnlm.org www.cn[m.org TIN 68-0233573 PROJECT PROPONENT By signing this Agreement,the undersigned agrees that he/she is a duly authorized agent of the Project Proponent and is authorized to enter into this Agreement. Date o Xo / David Barakian Director of Public Works/City Engineer City of Palm Springs 3200 East Tahquitz Canyon Way AFPkUV U t3V DEE' WENT HEAD Palm Springs, CA 92262 ��Q ��•" Ab��.rz (760) 323-8299 Phone www.ci.paim-springs.ca.us Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 8 of 18 Exhibit A Scope of Work 1. Property Information Property Name: Palm Canyon Wash —Bogert Bridge Rehabilitation site Property Ownership: City of Palm Springs City: City of Palm Springs County: Riverside State: California Acres: approximately 5.14,western end of City of Palm Springs urban core,APN 512- 190-027 2. Contact Information Marcus L. Fuller, P.E., P.L.S. Assistant City Engineer/ Assistant Director of Public Works City of Palm Springs (760) 323-8253, ext. 8744 Marcus.Fuller@palmspdngsca.gov Project Proponent Project Consultant: Sarah Jenkins, Environmental Manager Dokken Engineering, Iron Point Road, Suite 200 Folsom, CA 95670; (916) 858-0642 (work); (916) 858-0643 (fax) (916) 806-0642 (cell); s'enkins dokkenen ineerin .com Rebecca Kramer Director of Conservation Acquisitions Center for Natural Lands Management 215 West Ash Street Fallbrook, CA 92028 (510)725-4691 Phone/Fax CNLM rkramer@cnlm.org Ginny Short Preserve Manager Center for Natural Lands Management 215 West Ash Street Fallbrook, CA 92028 (760) 343-7792 Phone/Fax short cnlm.or Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 9 of 18 3. Services Project Proponent requires the services of a qualified consultant to perform the following: a. Review existing documentation on the Property including a current Preliminary Title Report and related underlying documents provided by a title company. b. Review existing documentation related to the physical and biological history and condition of the Property. C. Review any existing monitoring and/or management plans for the Property. d. Identify the requirements and goals for management of the Property outlined in existing project approvals, agreements, and other documents concerning the Property. e. Visit the Property to determine the following features, including, but not limited to: physical features, onsite structures, access, adjoining land uses, status of habitats and wetland areas. f. Itemize costs for those administration, stewardship, and/or conservation easement compliance that are necessary to preserve and protect the Property according to (1)existing project approvals, agreements, and other documents (as identified in above) and (2) best habitat stewardship standards established by CNLM. g. Provide the Project Proponent an estimate of Property stewardship costs for each of the scenarios: (1) [ ] CNLM as title holder and perpetual manager, or (2) [ ] CNLM as conservation easement holder and perpetual manager (3) [X] CNLM as conservation easement holder for monitoring purposes (4) [ ] CNLM as contracted habitat manager CNLM will use its best efforts to complete this Scope of Work within 90 business days from the Commencement Date, defined below, unless provided otherwise as described in Exhibit B (Work Schedule). 4. Proiect Proponent Document Production The following list of documents and data indicated by an 'Y' represents those sources of information (if available and applicable) believed by CNLM as necessary to effectively estimate the costs of managing habitat associated with the Property. If Project Proponent has additional documents and/or data which it believes relevant to the CNLM's analysis under this Agreement, such information should also be provided. CNLM requests that all information be provided to CNLM both as hard copy and in digital format(e-files via e-mail or CD/DVD depending on file size)whenever possible. a. x Current Preliminary Title Report(PTR) including underlying documents and plotted easements map (Preferably provided via link from title company files) b. x Recent Property tax bill C. x Restoration plans and maps d. x Habitat Management Plan Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 10 of 18 e. x Mitigation and Monitoring Plan f. x Biological assessments and maps g. x Identification of all manmade features on or adjacent to the habitat, including any buildings, roads, trails, power lines, pipelines, wells, revetments, manufactured slopes, and similar modification to the natural condition of the habitat h. x Utility and other easements with a map showing exact location(s) i. _ Water Quality Report (most recent, and with date indicated) j. x Environmental Impact Report(EIR)/Environmental Assessment(EA) k. x Hazardous Materials Evaluation (minimum ASTM Phase I Study, and Phase II as may be further required) I. x Conservation Easement(s) (existing or in draft form) M. _ Homeowners'Association/Commercial Owners' Association documents (current CC&R's, other documents pertaining to current legal issues, etc.) n. x ACOE 404 Permit(Clean Water Act) o. _ USFWS Endangered Species Take/Biological Opinion P. _ CDFG 2081 (Endangered Species Permit) q. _ CDFG 1601/1603 (Streambed Alteration Agreement) r. x CEQA/NEPA document(if different from EIR) S. x Cultural resources survey or similar information I. x Management/Implementation Agreements U. x Aerial photographs (orthorectified/georeferenced digital format preferred) showing parcel boundary overlay V. x GIS data (biological resources including sensitive species locations and vegetation coverage, cultural resources, project boundary, and adjacent development footprint including fuel modification zones) W. x Topographic maps X. x Tract maps y. x Other agreements between landowner(s) and third party(ies). To the extent not provided above, other pertinent agreements, documents, reports, maps, and photographs that might relate to supplementing CNLM understanding of the project such as title and survey matters, historical land uses,zoning, and current land uses,jurisdiction of special purpose government over the habitat, leases, fuel modification requirements, encumbrances, natural resources inventories, baseline biological survey data, other site characteristics (e.g., threats to conservation and constrains on management), and future growth that may present management problems. Please note that all materials should be dated and the source indicated. If any one of these documents is contained within another, please note the number of that item and provide an explanation via e-mail or transmittal. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 11 of 18 5. Tasks and Expenses not included in Scope of Work The following are tasks and expenses are not included in this Scope of Work: a. Revisions to a completed PAR or cost analysis. b. Participation in meetings, administrative proceedings, and/or negotiations with regulatory agencies, or special purpose or general purpose governments. C. Client meetings (in-person). d. Resolving new issues or creating/evaluating new documents not identified in this Scope of Work. 6. Agreement Cost Changes a. Project Proponent agrees to work closely with CNLM and to coordinate regarding changes to the Scope of Work, including scheduling and unanticipated issues. Project Proponent will authorize proposed changes in writing as soon as possible. b. CNLM shall obtain prior written authorization from Project Proponent for any additional funds beyond the not-to-exceed amount required in order to complete the Scope of Work detailed in Exhibit A. C. Revisions to a completed PAR requested by the Project Proponent shall be paid by the Project Proponent at the applicable rate according to above Hourly Rates detailed in Exhibit C (Compensation Deposit and Payment Schedule) plus other direct expenses. d. Project Proponent agrees to compensate CNLM should additional time and travel be required for site visits and/or meetings made at the specific written request of the Project Proponent and exceeding tasks specified in Exhibit A (Scope of Work) at the applicable rate according to the Hourly Rates detailed in Exhibit C (Compensation, Deposit, and Payment Schedule) plus direct expenses would apply. 7. Commencement Date The Commencement Date is defined as the date CNLM will be in possession of all of the following items: (a) executed Agreement: (b) Initial Deposit; (c) documents and/or data requested under Section 4 of Exhibit A (Scope of Work); and (d)written permission to access the Property by the current landowner(s). Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 12 of 18 Exhibit B Work Schedule Once the Commencement Date is established, CNLM will schedule a site visit to the Property, undertake review of documents and data provided by Project Proponent, and prepare a draft PAR that will be submitted to Project Proponent for review. CNLM will employ best efforts to complete the draft PAR within ninety(90)days of the Commencement Date. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 13 of 18 Exhibit C Compensation. Deposit, and Payment Schedule 1. Compensation Under this Agreement, CNLM will prepare a Property Analysis Record (PAR)and/or other cost analyses services on a time and materials basis. Project Proponent agrees CNLM will be compensated at agreed rates, for actual work performed, travel time, expenses incurred, and materials used in performing the Services in Exhibit A (Scope of Work). Fees will be charged to Project Proponent at the rates shown under Hourly Rates below. Project Proponent agrees to pay CNLM up to the sum of Nine Thousand Two Hundred dollars ($9,200),the estimated total compensation ("Estimated Cost"). This is a not-to-exceed without permission cost estimate based on the tasks covered in the Exhibit A (Scope of Work). a. Hourly Compensation Rates("Hourly Rates") Position Not-for-Profit/ Government Rates Executive Director $125.00 General Counsel $115.00 Director of Conservation Acquisitions $100.00 Director of Conservation Science $100.00 Director of Administration $100.00 Senior Biologist/Preserve Manager $70.00 Administrative Staff F $35.00 Outside Senior Consultant F $165.00 Outside Consulting Biologist $85.00 b. Other Costs and Expenses CNLM will request reimbursement for expenses incurred including, but not limited to, mileage, travel, lodging, meals and incidental, postage/shipping and copies. 2. Deposit Fifty percent (50%), or Four Thousand Six Hundred dollars ($4,600), of the Estimated Cost will be due upon Project Proponent's execution of this Agreement("Initial Deposit") to be applied against CNLM's invoices. No additional payments will be due to CNLM until the Initial Deposit is exhausted. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 14 of 18 3. Payment Schedule CNLM will submit monthly invoices for services performed. Project Proponent will provide payment to CNLM within thirty (30)days of all properly billed invoices. Payments delinquent thirty (30) days or more will be cause for CNLM, at its sole discretion, to suspend all work on behalf of the Project Proponent until all outstanding invoices are paid in full. Project Proponent agrees to hold CNLM harmless from all liability that may arise as a result of suspension of work due to Project Proponent's non-payment of fees. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 15 of 18 Exhibit D Insurance 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: a. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; b. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; C. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate: _ is required X is not required; d. Workers' Compensation insurance in the statutory amount as required by the State of California and Employers Liability Insurance with limits of at least one million dollars$1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 16 of 18 and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors &Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either(1)to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or(2)to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. City agrees Errors and Omissions Insurance is not required for this Agreement. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2)an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: a. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No._"or"for any and all work performed with the City" may be included in this statement). b. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..."("as respects City of Palm Springs Contract No._" or"for any and all work performed with the City" may be included in this statement). Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 17 of 18 C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. d. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions for any insurance required pursuant to this Agreement must be declared to the City. Any deductibles or self-insured retentions in excess of ten thousand dollars ($10,000) must be approved by the City prior to commencing any work or services under this Agreement. In the event Consultant's insurance has deductibles or self- insured retentions in excess of$10,000, City shall have the option of requiring either of the following: (1)the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or(2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. Consulting Services Agreement—PAR Preparation City of Palm Springs P257 Bogert Road Wash CE Page 18 of 18 CENTFFO� �� AHILL A`iR0 CERTIFICATE OF LIABILITY INSURANCE DA91(MMO2n2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(is) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements . PRODUCER License # OC36861 rCOJPCT Anna Hill Chantilly-Alliant Ins Svc Inc. PHONE . Ea1): (703) 397-0977 FAILc, No):(703) 397-0995 4530 Walney Rd Ste 200 Chantilly, VA 20151-2285 ADDRESS: INSURERISI AFFORDING COVERAGE NAIL0 INSURERA: Federal Insurance Company 20281 INSURED INSURER 8: Lloyd's Of London .00000 Center for Natural Lands Management INSURER C: 27258 Via Industria Ste B INSURER O: Temecula, CA 92590 ! INSURER E : I COVERAGES BFRTIFICATM NI UIRFIJ• RFVISInN NIIMRFR[ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. OISR TYPE OF INSURANCE ADDL SUERLTRWYO POLICY NUMBER POLICY EfF I POLICY EXP DMA$ A X COMMERCIALGENERALLUNILI" CLAIMS -MADE X OCCUR X X 35351713 10/512022 EACH OCCURRENCE S_ 10/512023 DAMAGE TO RENTED PREMISES (Ea ocwnence) _¢_ 1,000,000 1,000,000 _ MED EXP (Any one parson) S _ 10.ODg 1,000,000 PERSONAL a AOV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ X POLICY I jRa I LOC PRODUCTS - COMPIOP AGO $ Included Host Liquor Included OTHER: $ A COMBINED aewdeDl'INGLE LIMA 1,000,000 AUTOMOBILE LIABILnY S X ANY AUTO (22)7360-00-92 1015=22 10/5/2023 BODILY INJURY(Perp.] ,S OWNED SCHEDULED AUpTEO�S ONLY AUTOSWNEp BB,[O�DILY INJUpRY(Per -__ AUTOS AUTOS ONLY {re,:�R' ONLY - - — A X UMBRELLA LIAS X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE 79754W43 10/5/2022 1015=23 AGGREGATE E— 10,000,000 DIED RETENTIONS WORKERS COMPENSATION STATUTE I ER AND EMPLOYERS' LIABILITY YIN ANY PROPRIETgO�RRIIPARTNERIEXECUTIVE E.L. EACH ACCIDENT $ EXCLUDEDT I. FF OICERM to NIA NN) _ _� E.L. DISEASE - EA EMPLOYEE $ If yes, desunbe under DESCRIPTIONOFOPERATIONSbebw - E.L. DISEASE -POLICY LIMIT $ _ B Professional Llabili PLC-00918-00 5126/2022 5/26=23 Aggregate Limit 1,000,000 DESCRIPTION OF OPERATIONS I LOCATK)NS I VEHICLES (ACORD 101, AdtllUonal Remarks Schedule. maybe aNached i1 more space he roquirod) Project# S051 Bogert Wash Preserve Compliance Monitoring and, Funding Agreement. The City of Palm Springs, Its officials, employees, and agents are named as an additional insured as respects City of Palm Springs Contract. This insurance is primary and noncontributory asylaigeprOppifact. This certificate has a blanket Waiver of Subrogation. I. GGII �V LL�iLLII NOV 14 2022 City Hall SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Palm Springs THE ACCO DANCE WITH T. E POLICY PROVISIONSATE THEREOF, CE WILL BE DELIVERED IN Attn: Director of Public Works 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) (919OU-ZUI5 AGURD GUNPUNA I IUN. All ngnu reserveo. The ACORD name and logo are registered marks of ACORD Ca4fornia Automobile Insurance Company P.O. BOX 10730 M E R C U RY SANTA ANA, CA 92711-0730 INSURANCE Customer Service: (800) 503-3724 BUSINESS AUTO POLICY ADDITIONAL INSURED Renewal Declarations Effective Date: 11/11/2022 NAMED INSURED: AGENT: SAM'S FENCE, INC. SOS FIRST INSURANCE SERVICES CORP 66215 HARRISON ST 75108 GERALD FORD DR STE 2 THERMAL, CA 92274-9721 PALM DESERT, CA 92211 (760)345-7979 SCHEDULE Insurance Company: California Automobile Insurance Company Policy Number: BA040000010575 Policy Period: From: 11/11/2022 to 11/11/2023 at 12:01 AM Standard Time at your mailing address Additional Insured: THE CITY OF PALM SPRINGS Address: 3200 E Tahquitz Canyon Way, Palm Springs CA 92262 Endorsements Attached: CA 20 481013 - Designated Insured AUTOMOBILE LIABILITY PROVIDED Covered Autos: I Symbol 1 -Any "Auto Limits of Insurance: 1 $1,000,000 CSL RECEIVED NOV 14 202Z C ty Hall Reception Desk M DS 9107 11 Page 1 of 1