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HomeMy WebLinkAboutContract 1620 WO PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF CATHEDRAL CITY AND TERRA NOVA PLANNING & RESEARCH, INC. This Professional Services Agreement("Agreement") is made and entered into this 14th day of October, 2015 ("Effective Date"), by and between the City of Cathedral City, a municipal corporation located in the County of Riverside, State of California, hereinafter referred to as the "City", and Terra Nova Planning & Research, Inc., a California corporation, hereinafter referred to as "Consultant". RECITALS: WHEREAS, The City of Cathedral City desires to retain a consultant to perform the following services: CEQA Environmental Analysis, Technical Studies, IS/MND Preparation and Processing for the Cathedral City Whitewater Bike Path Project, and; WHEREAS, Consultant represents that it has the professional qualifications to provide such services. Now therefore, in consideration of the covenants, conditions and promises contained herein, the parties agree as follows: Section 1. SCOPE OF SERVICES Consultant shall provide to the City those services as set forth in the "Scope of Services", attached hereto as Exhibit "A", and incorporated herein by this reference. Consultant shall perform said services in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession and currently practicing in the same locality under similar conditions. Section 2. COMPENSATION AND PAYMENT City agrees to pay Consultant for and in consideration of the faithful performance of the consulting services and duties set forth in this Agreement, and Consultant agrees to accept from City, as and for compensation for the faithful performance of said services and duties, a not to exceed fee amount of $ 56,595.00 to perform the following work as approved by the City Engineer, based on the Scope of Services and as set forth in the"Fee Schedule", and attached hereto as Exhibit "B", and incorporated herein by this reference. The Consultant shall invoice the City on a monthly basis for the time expended and reimbursable expenses incurred in performance of the services under this Agreement. Terra Nova Professional Services Agreement Page 1 Each such monthly invoice of the Consultant shall set forth a detailed narrative description of the services performed (including, without limitation, the specific tasks within the scope of services that the work performed relates to), the names of the individual personnel who performed the services, the amount of time expended for such services, the hourly rates for such services, the specific date (day, month and year) the services were performed, and the amount and nature of the expenses incurred by the Consultant tasks. The invoice of the Consultant shall be accompanied by copies of all third party invoices of expenses for which Consultant is seeking reimbursement. The Consultant shall be paid the amounts specified in each monthly invoice within 30 days of receipt by the City Engineer, provided that the services reflected in the invoice were performed to the reasonable satisfaction of the City in accordance with the terms of this Agreement, provided further that the number of hours of service set forth in the invoice reflect the amount of time ordinarily expended for such service by members of the profession currently practicing in the same locality under similar conditions, and provided further that all expenses, rates and other information set forth in the invoice are consistent with the terms and conditions of this Agreement. The Consultant shall submit invoices under this Agreement to: John A. Corella, P.E. City Engineer City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Telephone: (760) 770-0327 Facsimile: (760) 202-1460 Section 3. PERFORMANCE SCHEDULE Consultant shall perform those services set forth in the Scope of Services pursuant to the"Performance Schedule" attached hereto as Exhibit"C", and incorporated herein by this reference as though set forth at length. Section 4. TERM This Agreement shall commence upon receipt by Consultant of the Notice to Proceed and shall terminate March 31, 2016 (-180) calendar days thereafter, unless otherwise terminated pursuant to Section 20, "Termination or Suspension," of this Agreement. Section 5. CHANGES IN SCOPE OF SERVICES Terra Nova Professional Services Agreement Page 2 City shall have the right to order, in writing, changes in the scope of services to be performed. Any changes in the scope of services requested by Consultant must be made in writing and approved by both parties. Where changes in the scope of services to be performed result in an increase in consulting fees, the amount of such increase shall be agreed upon by the City and the Consultant, in writing, prior to the commencement of any such services. Section 6. INDEPENDENT CONTRACTOR'S STATUS: NOT AGENT OF CITY Consultant shall at all times during the term of this Agreement remain, as to City, a wholly independent contractor and shall perform the services described in this Agreement as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as herein set forth. Nothing contained in this Agreement shall be deemed, construed or represented by the City or Consultant or by any third person to create the relationship of principal and agent and Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant shall have no authority, expressed or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, expressed or implied, to bind the City to any obligation whatsoever. Section 7. REPRESENTATIONS AND ACKNOWLEDGMENTS REGARDING INDEPENDENT CONTRACTOR'S STATUS OF CONSULTANT a. Consultant represents and acknowledges the following: (1) The Agency is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement. (2) Performance of the services described in this Agreement do not have to be integrated into the daily business operations of the Agency. (3) The services described in this Agreement can be performed without the use of Agency equipment, materials, tools or facilities. (4) Nothing in this Agreement shall be interpreted to imply that the Agency must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement. (5) The Agency will not be requested or demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by Consultant to perform the services described in this Agreement. Terra Nova Professional Services Agreement Page 3 (6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are "employees" of the Agency. b. The Agency represents and acknowledges the following: (1) Consultant is not required to comply with daily instructions from Agency staff with respect to when, where or how Consultant must perform the services set forth in this Agreement. (2) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. (3) The Agency will not hire, supervise or pay any assistants working for Consultant pursuant to this Agreement. (4) Nothing in this Agreement shall be interpreted to imply that the Consultant must maintain any contractual relationship with the Agency on a continuing basis after termination of this Agreement. (5) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. (6) Consultant is not required to devote full time to the business operations of the Agency in order to perform the services set forth in this Agreement. (7) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at Agency City Hall or on Agency-owned property. (8) Other than attendance at required public meetings and public hearings and complying with procedural requirements set forth by law, Consultant is not required to perform the services set forth in the Agreement in any particular order or sequence. (9) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest. Section 8. QUALIFICATIONS Consultant represents that it has obtained and will maintain at all times during the term of this Agreement all professional licenses, business licenses, certifications and permits necessary for performing the services described in this Agreement. Section 9. WARRANTY Terra Nova Professional Services Agreement Page 4 Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Section 10. FAMILIARITY WITH WORK a. By executing this Agreement, Consultant warrants that (1) it has thoroughly Investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. b. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Engineer or appropriate City representative Section 11. CONFLICTS OF INTEREST Consultant covenants that it does not have any interest, nor shall it acquire an interest, directly or indirectly, which would conflict in any manner with the performance of Consultant's services under this Agreement. In the event the City officially determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, and Consultant shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk. Section 12. COMPLIANCE WITH LAWS Consultant shall comply with all local, state and federal laws and regulations applicable to the services required hereunder. Section 13. NONDISCRIMINATION a. Consultant shall comply with the Agency's employment related nondiscrimination policies as set forth in the City of Cathedral City Municipal Code, as it may be amended from time to time. Terra Nova Professional Services Agreement Page 5 b. Consultant acknowledges that the Agency's employment related nondiscrimination policies prohibit discrimination on the basis of an individual's sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation, and domestic partnership status. Section 14. COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY INSURANCE Consultant shall procure and maintain at its own expense, during the term of this Agreement, comprehensive general liability insurance of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. Section 15. WORKERS' COMPENSATION INSURANCE a. Consultant shall procure and maintain at its own expense, during the term of this Agreement, workers' compensation insurance, providing coverage as required by the California State Workers' Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City. Section 16. ADDITIONAL NAMED INSURED Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers' Compensation and Errors and Omissions, shall bear an endorsement whereby it is provided that the City and its officers, employees, servants, volunteers and agents and independent contractors, including without limitation, the City Manager, City Engineer, and City Attorney, are named as additional insureds. Section 17. WAVIER OF SUBROGATION RIGHTS Consultant shall require the carriers of all required insurance policies, except for Errors and Omissions, to waive all rights of subrogation against the City and its officers, volunteers, employees, contractors and subcontractors. Section 18. PROOF OF INSURANCE COVERAGE a. Consultant shall secure from a good and responsible company or companies authorized to do insurance business in the State of California the policies of insurance required by this Agreement and furnish to the City Clerk of the City certificates of said insurance, in a form satisfactory to the City, on or before the commencement of the term of this Agreement. Terra Nova Professional Services Agreement Page 6 b. The certificates of insurance shall bear an endorsement whereby it is provided that, in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. c. The certificates of insurance shall bear an endorsement whereby it is provided that the respective insurance policy shall not be terminated or expire without first providing thirty (30) days' written notice to the City of such termination or expiration. d. The certificates of insurance shall indicate that the respective insurance policy will be maintained throughout the term of this Agreement. e. Within thirty (30) days of the execution of this Agreement, Consultant shall furnish certified copies of all required insurance policies and endorsements. Section 19. TERMINATION OR SUSPENSION a. This Agreement may be terminated or suspended without cause by the City at any time provided that the City provides Consultant at least (10) business days' written notice of such termination or suspension. b. This Agreement may be terminated or suspended with cause by the City at any time provided that the City provides at least (3) business days' written notice of such termination or suspension. c. This Agreement may be terminated by Consultant with cause at any time provided that Consultant provides the City at least (30) business days' written notice of such termination. d. In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid full compensation for all services performed by Consultant, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, Consultant shall be paid based upon the percent complete set forth in Exhibit B for those services performed and expenses incurred prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the not to exceed lump sum amount set forth in Section 2, "Compensation and Payment," of this Agreement. Section 20. TIME OF THE ESSENCE Time is of the essence in the performance of this Agreement. Section 21. INDEMNIFICATION Terra Nova Professional Services Agreement Page 7 a. Consultant shall defend, indemnify and hold harmless the City, City Council and each member thereof, and every officer, employee and agent of City, from any claim, demand, damage, liability, loss, cost or expense (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant or, its officers, employees, independent contractors or agents in the performance of this Agreement. b. The City does not, and shall not; waive any rights that it may have against Consultant under this Section because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, indemnification and duty to defend provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense described herein. c. Notwithstanding the provisions of subsections a. and b. of this section, Consultant shall not be responsible for damages or be in default or deemed to be in default by reason of delay caused by strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or by reason of delay or faulty performance by the City, construction contractors, or governmental agencies, or by reason of any other delays beyond Consultant's control, or for which Consultant is without fault. Section 22. REPORTS Consultant shall prepare and submit to the City Engineer such reports concerning Consultant's performance of the services required by this Agreement as the City Engineer or City Manager may require. Such reports may include, but shall not be limited to, daily reports reflecting the number of hours expended and the amount of any authorized expenses incurred on a particular project or set of projects. Section 23. RECORDS a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and to enable the City Manager or designee to evaluate the cost and the performance of such services. b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. c. The City Manager or designee shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. Section 24. OWNERSHIP OF DOCUMENTS a. Upon completion of any document or report required to be provided by Consultant in the course of performing any of the services described in this Agreement, or Terra Nova Professional Services Agreement Page 8 upon earlier termination of this Agreement, all completed original documents and/or reports and any designs, drawings, calculations, diskettes, computer files, notes, and other related materials prepared or produced in connection with such documents or reports shall become the sole property of the City and may be used or reused on any other project by the City without the permission of Consultant. b. All computer files produced in connection with the services described in this Agreement shall be provided to the City in a form and format that is compatible with the City's existing computer equipment and software. Section 25. CONFIDENTIALITY a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential. b. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of John A. Corella, P.E., City Engineer or as required by law. c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except as required by law or as authorized by the City. Section 26. PRINCIPAL REPRESENTATIVES a. John D. Criste is designated as the principal representative of the Consultant responsible for undertaking, managing and supervising the performance of all of the services set forth in the Scope of Services attached as Exhibit A hereto. Unless otherwise authorized by City in writing, John D. Criste, Project Manager shall perform all such services, including, without limitation, attending all meetings and public hearings required under the Scope of Services. The Consultant hereby commits these designated principal representatives to the performance of the Scope of Services, until completion thereof or termination of this Agreement, as provided herein. The experience, knowledge, capability and reputation of of these principal representatives were substantial inducement for the City to enter into this Agreement, and as such, for the purposes of performing the Scope of Services of this Agreement, the duties of the principal representatives shall not be reassigned, without the express written consent of both parties. b. John A. Corella, P.E., City Engineer shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement. Section 27. DUTY OF THE CITY Not used. Terra Nova Professional Services Agreement Page 9 Section 28. MODIFICATIONS AND AMENDMENTS This Agreement may be modified or amended only by a written instrument signed by both parties. Section 29. ENTIRE AGREEMENT a. This Agreement supersedes any and all other agreements, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement. b. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any party except those covenants and agreements embodied in this Agreement. c. No agreement, statement, or promise not contained in this Agreement shall be valid or binding. Section 30. NOTICES a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties as follows: To the City: John A. Corella, P. E. City Engineer City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 Telephone: (760) 770-0327 Facsimile: (760) 770-0399 To Consultant: John D. Criste, AICP Terra Nova Planning & Research, Inc. 42635 Melanie Place, Suite 101 Palm Desert, CA 92211 Telephone: (760) 341-4800 Facsimile: (760) 341-4455 b. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. Terra Nova Professional Services Agreement Page 10 Section 31. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the city or for any amount which may become due to Consultant or to its successor, or for any breach of any obligation of the terms of this Agreement. Section 32. INTERPRETATION This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it. Section 33. WAIVER a. No waiver shall be binding, unless executed in writing by the party making the waiver. b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. c. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this agreement. Section 34. ASSIGNMENT a. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. b. This Agreement shall not be assigned by either party without prior written consent of the other party. Section 35. ARBITRATION a. The parties shall submit all disputes relating to this Agreement, whether contract, tort, or both to binding arbitration, in accordance with California Code of Civil Procedures sections 1280 through 1294.2, as set forth in this Agreement. Section 36. ARBITRATION PROCEDURES a. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim and proposing the name of an arbitrator. Terra Nova Professional Services Agreement Page 11 b. The responding party shall have ten business days in which to respond to this demand in a written answer. c. If the response is not timely made, or if the responding party agrees with the person proposed as the arbitrator, then the person named by the demanding party shall serve as the arbitrator. d. If the responding party submits a written answer rejecting the proposed arbitrator, then, unless the parties agree on an arbitrator, on the request of either party,the American Arbitration Association shall select an arbitrator. e. The arbitration shall take place in Cathedral City, California, at a time and place selected by the arbitrator. Section 37. PROTECTION AND CORRECTION OF WORK a. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages. b. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City, when such inaccuracies are due to the fault of Consultant. Section 38. CAPTIONS AND HEADINGS The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading. Section 39. SEVERABILITY If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or sections contained herein. Section 40. GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. Section 41. RIGHTS AND REMEDIES Terra Nova Professional Services Agreement Page 12 Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 42. VENUE All proceedings involving disputes over the terms, provisions, covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County, California. Section 43. ATTORNEY'S FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. Section 44. 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. (Continued on next Page) Terra Nova Professional Services Agreement Page 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. City of Cathedral City Terra Nova Planning&Research, Inc. By: 6(aA-7,641-1P B y: • �L J '�,�i Charles P. McClendon J• n D. Cn City Manager :resident ATTEST: By: • - Gary F. Howe City Clerk APPROVED AS TO FORM: By: Charles Green City Attorney Terra Nova Professional Services Agreement Page 14 EXHIBIT A SCOPE OF WORK Environmental Planning Services Cathedral City Whitewater Channel Bike Path Introduction & Understanding of the Project This scope of work has been prepared at the request of the City of Cathedral City to provide environmental planning services for the development of a bike path along the west bank of the Whitewater River in the Cities of Cathedral City and Palm Springs.The subject segment is located along the west bank of the Whitewater River between Ramon Road on the south and Vista Chino on the north.The path will be approximately 2.25 miles in length and project improvements are planned primarily within the right-of-way of the Whitewater River under the jurisdiction of the Riverside County Flood Control and Water Conservation District (RCFCWCD). No alternative alignments are proposed for analysis. The path is originally a project of the City of Cathedral City that has already secured partial funding;that project is being expanded with the proposed action to incorporate enhanced design standards and features. The northern portion of the project occurs within the corporate limits of the City of Palm Springs. The CEQA document will be an Initial Study/Mitigated Negative Declaration that will assess potential impacts from the proposed construction and operation of the route. The Lead Agency for this CEQA action shall be the City of Cathedral City, with RCFCWCD and Palm Springs acting as Responsible Agencies. This scope of work reflects the need for biological and cultural resource surveys,provisions for which are included in this scope of work. Based upon preliminary discussions with Cathedral City, detailed design and engineering for the path has not yet been prepared; however, Alta Planning & Design, shall provide project descriptions and details that are adequate to conduct the subject environmental analysis. If it is determined that additional information is needed to conduct a thorough analysis,Terra Nova will contact Alta and the City. Based upon the above,Terra Nova offers the following scope of work. Scope of Work The following briefly describes, on a categorical basis, the tasks required to complete this scope of work. It is assumed for purposes of this proposal that special studies associated with this project are limited to air quality, and cultural and biological resources. •:• Cooperate with City and Alta in the development of project specifics and description, review all available preliminary information on the route and adjoining lands, RCFCWCD channel improvement plans(as available),previous reports,and other project- related materials. Based upon project design and engineering to be provided by Alta,Terra Nova shall develop a project description. Gather data to include sufficient information to satisfy CEQA, and review and consider previously prepared environmental analysis conducted for other projects in the vicinity. Terra Nova Professional Services Agreement Page 15 :•:• Prepare project exhibits from engineering plans, technical reports, etc. and develop vicinity and boundary maps, and other exhibits, as necessary,to illustrate the scope of site development, for use in project description. ❖:• Prepare an air quality analysis for construction-related emissions using the Ca1EEMod model, including fugitive dust (PM10 and 2.5) emissions, associated with excavation, grading, truck and other vehicle trips and operations. The air quality report shall be prepared in conformance with the South Coast Air Quality Management District (SCAQMD) Management Plan (AQMP) and associated Environmental Handbook. Conduct greenhouse gas (GHG) emissions analysis for construction of project and include in report. ❖•A Contract for and manage a biological resources survey and the preparation of a biological assessment report. The assessment will include a literature search, and will also review the Department of Fish and Wildlife's (CDFW) California Natural Diversity Database, California Native Plant Society's (CNPS) Rare and Endangered Vascular Plants of California, and other readily available biological information. Burrowing owl have been sighted in the project vicinity and provision is herein made for a burrowing owl survey in compliance with prevailing CDFW protocol and based upon consultation with CDFW. Said survey may not be required pending results of the initial site survey. Project biologists shall also conduct field reconnaissance survey and general habitat evaluation at the project site. They will evaluate the suitability of existing habitat on the site to support special- status species. The type(s) of vegetation will be characterized, and dominant plants identified.Human disturbance levels will also be characterized. Field notes will include any wildlife species observed or detected on-site and in immediately adjacent areas. Project biologists will prepare and Terra Nova shall review a draft and final biological resources report summarizing the results of the literature review, biological field reconnaissance and findings which will include recommendations for further biological studies (if necessary). The report will describe the survey methods employed,present the results of the fieldwork,assess the potential for additional sensitive resources to occur on the site,identify regulatory issues related to the resources on the site,and recommend potential mitigation measures, as necessary. ••+ Terra Nova shall contract for and manage the preparation of an historical/cultural resources study to be conducted in accordance with Secretary of Interior Standards and in compliance with Section 106 of the National Historic Preservation Act of 1966,as amended.The scope and budget for this task assume that no cultural resources will be detected that require subsequent Phase II collection and analysis. Efforts associated with task include the following: * Coordinate with cities, RCFCWCD and others to obtain any information, records, or documents regarding the proposed project, especially regarding the depth of any excavations; Terra Nova Professional Services Agreement Page 16 * Produce maps of the project area on appropriate USGS quad maps, General Land Office plat maps, and historic-period maps of the area for use during the records search, historical background research,field survey,and for inclusion in the report; * Conduct an archaeological/historical records search at the Eastern Information Center that, including an extended area records search to provide more data regarding the sensitivity of an Area of Potential Effect(APE), as required; * Conduct general historical background research using archival materials and early maps to ascertain the history of land use and development trends within and near the APE; * Request a sacred lands record search from the Native American Heritage Commission and contact local Native American representatives regarding Native American resources in and around the project area, including follow-up phone calls, as required for the Section 106 process and AB 52; * Complete a geomorphologic literature and map search to determine the prehistoric/historic landscapes and possible human use of those landscapes and thus assess the vertical Area of Potential Effects (APE) as required by the Section 106 process; * Conduct site-specific historical studies, including archival research, interviews, and consultations with local historical societies and people with knowledge of local history and the history of the planning area, as warranted, to determine past land uses and previous impacts; and to assess the likelihood of subsurface cultural deposits being present; * Conduct a field survey of the APE following standard professional archaeological procedures, which would include standard field reconnaissance procedures, detailed note taking, and overview photographs; * Prepare a draft and final report to document the findings of the procedures outlined above, identify known and potential historic properties within or adjacent to the APE, evaluate their integrity and historical significance under criteria for the National Register of Historic Places(to the extent possible),assess the potential that there are significant cultural deposits below the surface (in the vertical APE), and recommend subsequent courses of actions regarding such resources, if necessary. +• Attend planning and coordination meetings with City, Alta and other parties of interest. Record and previous public comments on the project and ensure substantive comments are addressed in the CEQA IS/MND. •3•S Prepare a CEQA Initial Study/Mitigated Negative Declaration (IS/MND), including detailed project description, exhibits, identification of sources, impact analysis and mitigation measures and monitoring programs.The mitigation and monitoring program will include responsible parties and time frames, shall be integrated into the draft IS/MND on a categorical basis, and modified as needed based on comments to the IS/MND and requirements of Cathedral City. Review draft document with City prior to formal submittal. ++ Provide CEQA administrative services, including preparation and posting of notices, IS/MND document transmittals to the County Clerk and other appropriate agencies and parties of interest. Terra Nova Professional Services Agreement Page I7 ++ Coordinate responses to all comments received with City staff, and draft response to comments for distribution. Prepare final IS/MND document,including any modifications to mitigation measures or mitigation monitoring resulting from agency and other public review. ++ Prepare print and digital master of Final IS/MND document and provide same to City for its reproduction and transmittal to the Planning Commission and City Council for their consideration and action. ++ Prepare staff reports and adoption resolutions for Panning Commission and City Council. Attend one public hearing each of the Panning Commission and City Council, and be available to answer questions. ++ Prepare a draft Notice of Determination (NOD) for City execution following final City Council action, secure agency signature and NOD filing fees, and facilitate filing of the NOD with the County Clerk. Terra Nova Professional Services Agreement Page 18 EXHIBIT B BUDGET Environmental Planning Services Cathedral City Whitewater Channel Bike Path The budget for this project assumes the completion of environmental analysis consistent with the expectation of limited potential impacts associated with this project. Special studies are limited to those associated with air quality, and cultural and biological resources. Limited public controversy is anticipated and close consultation and coordination with City, Alta, and affected cities is assumed. The 2015 Terra Nova Fee Schedule also follows. Consultation: Amount Cities Stakeholders Consultations and Meetings $ 4,550.00 Planning Commission and City Council Hearing Preparation, Staff Reports and Resolutions $ 3,900.00 Field Surveys, Data Collection&Analysis $ 2,760.00 Draft CEQA IS/MND $ 9,350.00 Draft Response to Comments $ 4,125.00- Project Management $ 2,630.00 Admin. Support $ 1,300.00 Subtotal $28,615.00 Special Tasks Air Quality Analysis(including GHG analysis) $ 2,730.00 Historical/Cultural Resources Research/Survey/Report $ 7,700.00 Biological Resources Survey&Report $ 8,400.00 Burrowing Owl Protocol Survey/Report(Probable) ($ 7,350.00) Subtotal $ 18,830.00 Subtotal W/Owl Surveys ($ 26,180.00) Reimbursables: CAD Drafting and Misc. Exhibit Preparation $ 1,000.00 Miscellaneous Printing2 $ 100.00 Document Printing3 $ 500.00 Misc. Office: Postage,telephone,FAX,photocopies, etc. $ 200.00 Subtotal $ 1,800.00 Total $ 49305.00 Total W/Owl Surveys ($ 56,595.00) 1. Reimbursables expenses are estimates and will be billed on a cost basis. 2. Exhibits,Screencheck Draft and similar printing. 3. Assumes 40 transmittal drafts of IS-MND. 5 Terra Nova Professional Services Agreement Page 19 TERRA NOVA PLANNING & RESEARCH,INC.® 42635 MELANIE PLACE, SUITE 101 PALM DESERT, CA 92211 STANDARD FEE SCHEDULE 2015 Terra Nova invoices its clients on a cost-basis using an hourly billing system. The scope of each planning effort is typically broken down by task and assigned estimated necessary staff time and the applicable hourly rate. Reimbursable expenses are charged on a cost basis, except where otherwise indicated. All payments for services rendered are to be made payable to Terra Nova Planning & Research,Inc.unless otherwise indicated. Clients are invoiced on a monthly basis,and invoices are due and payable upon receipt. A charge of 1.5% per month is added to all invoices over 30 days past due. The current fee schedule is provided below: Terra Nova Staff Hourly Rate Principal Planner $ 165.00 Senior Planner $ 140.00 Associate Planner $ 115.00 Assistant Planner $ 95.00 Senior Business Consultant $ 200.00 Senior Engineer $ 155.00 Associate Engineer $ 125.00 Senior Architect/Landscape Architect $ 165.00 Associate Architect/Landscape Architect $ 125.00 Senior Biologist $ 145.00 Design Principal $ 145.00 Media Specialist $ 85.00 Graphic Design Specialist $ 60.00 Administrative Assistant $ 45.00 REIMBURSABLES Photo Copies (8.5"X 11" BW) $ 0.15 ea. (8.5"X 11" Color) $ 0.30 ea. (11"X 17" BW) $ 0.30 ea. (11"X 17" Color) $ 0.60 ea. Large Format Plots BW $ 1.00/S.F. Color $ 5.00/SF Telephone Toll Charges Cost FAX Transmittals Cost Reproduction, Special photographic services, document printing, aerial photogrammetry, postage, etc. Cost+15%. Terra Nova Professional Services Agreement Page 20 EXHIBIT C PRELIMINARY S CHEDULE Environmental Planning Services Cathedral City Whitewater Channel Bike Path It is understood that time is of the essence. A biological site assessment and cultural resource survey shall be initiated immediately following authorization to proceed. If necessary, a burrowing owl survey will be initiated upon identification of owl in the project area and following consultation with CDFW with regard to the timing of the surveys. The draft CEQA IS/MND will be initiated immediately but its completion will be dependent upon completion of a consensus project design and description. The draft IS/MND will completed within approximately three (3) weeks following acceptance of the biological and cultural resource assessments. At this time and based on current project schedules,a draft IS/MND document will be completed within approximately 45-days of authorization to proceed and with a consensus project description and exhibits in hand. Following City acceptance of the Draft IS/MND, electronic and hard copy print masters shall be prepared and documents printed for transmittal. Document transmittal should be for 20- days, with the understanding that there are no permits or approvals required from any state agency. Responses to comments (if any) shall be provided by Terra Nova within 14-days and City may subsequently take action in accordance within its own CEQA rules and procedures. Subsequent to City adoption of the IS/MND Terra Nova shall file or facilitate filing of the Notice of Determination (NOD) with the Riverside County Clerk thereby initiating the 30-day statutory appeal period. Terra Nova shall not be held responsible for delays,which are beyond its control. 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