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HomeMy WebLinkAboutBlack Sage Environmental Inc; 2026-06-10; MSA26-4088ENVMSA26-4088ENV City Attorney Approved 6/30/2025 Page 1 MAINTENANCE SERVICES AGREEMENT FOR HABITAT PROTECTION SERVICES WITH BLACK SAGE ENVIRONMENTAL, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation and California charter city ("City") and Black Sage Environmental, Inc., a California corporation ("Contractor"). RECITALS A. City requires the services of a contractor that is experienced in invasive species management and habitat protection services (“Services”). B. Contractor is duly qualified and has the necessary experience to provide the Services. C. The Contractor submitted a proposal to the City and affirmed its willingness and ability to perform the work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those Services (“Services”) described and delineated in Exhibit “A.” To the extent that any of the terms in the Exhibits(s), including any attachments, conflict with the terms in this Agreement, in whole or in part, the terms of this Agreement control. 2. TERM The term of this Agreement will be effective from the date first above written to June 30, 2027. The City Manager or designee may amend the Agreement to extend it for four (4) additional one (1) year or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-four thousand five hundred dollars ($34,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-four thousand five hundred dollars ($34,500) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F 10th June MSA26-4088ENV City Attorney Approved 6/30/2025 Page 2 4. PUBLIC WORKS 4.1 Prevailing Wage Rates. Any construction, alteration, demolition, installation, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 4.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number, including submitting the form provided in Exhibit “B.” 5. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the City’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 3 It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in this Agreement. 6. INTENTIONALLY OMITTED 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 4 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 5 separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 6 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Roseanne Humphrey Name Jason Allen Title Senior Program Manager Title President Dept Environmental Sustainability Address PO BOX 154004 PUBLIC WORKS SAN DIEGO, CA 92195 Address 1635 Faraday Ave Phone 619-876-0745 Carlsbad, CA 92008 Email jallen@blacksageenvironmental.com Phone 442-339-2689 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 15. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ 16. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 7 of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 17. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced- clean-fleets. 18. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 8 City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of choice of law principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 24. NO ATTORNEYS FEES AND COSTS. Except as otherwise specifically provided in this Agreement, if there is any litigation, mediation, arbitration or other dispute resolution proceedings arising out of this Agreement, each Party shall be responsible for its own attorney and other professional fees, costs and expenses. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 9 25. INTENTIONALLY OMITTED 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 10 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BLACK SAGE ENVIRONENTAL, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Jason Allen, President ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Roberto Bejar, Chief Financial Officer Deputy / Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F 1 Black Sage Environmental, Inc. PO Box 154004, San Diego, CA 92195 | 619-876-0745 | jallen@blacksageenvironmental.com May 20, 2026 Rosanne Humphrey Senior Program Manager City of Carlsbad Habitat Management Division 1635 Faraday Ave., Carlsbad, CA 92008 Subject: Proposal to Provide Rancho Carrillo and The Ranch Preserves Invasive Species Management Dear Rosanne Humphrey: Black Sage Environmental (BSE) is pleased to provide the City of Carlsbad (City) with this Scope of Work to provide Rancho Carrillo and The Ranch Preserve Maintenance. At the direction of the City and Environmental Science Associates (ESA), tasks conducted by BSE will include the following. Scope of Work Task 1: Rancho Carrillo Preserve Invasive Plant Treatment and Removal Invasive plant treatment/removal will be completed in Fiscal Year 2027. The invasive plant treatment/removal methods include the following: •Preparation of Pesticide Application Request reinforcing lack of effectiveness of 2023 methods and continued use of synthetic chemical application or a combination of methods. •Preparation of Pesticide Control Recommendation for synthetic chemical(s) to be used. •San Diego Thornmint plot weed control: Using only 2 crew to minimize trampling and soil compaction, and/or hand-weed/hand-clip tocalote, purple false brome and other non-native weeds within the San Diego Thornmint population area (2ft X 2ft) including a 5ft buffer or more if time allows. •Assume management in March before 2027 monitoring is conducted in April. •No weed-whacking or herbicide recommended due to the presence of additional sensitive plant species. •Cages installed around San Diego Thornmint population will be maintained and extended as needed. MSA26-4088ENV Exhibit "A" Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F Page 2 • San Diego Thornmint plot supplemental watering: Use a clean unused 4-gallon backpack sprayer or watering jug with a fine mist or shower nozzle to water the San Diego Thornmint population. • Assume watering/light weeding for 8 weeks in May and June before end of Fiscal Year 2027. • Thread-leaved brodiaea plots weed control: Herbicide application to above ground biomass of artichoke thistle, fennel and mustard in monitoring plots and as time allows along TLB population edge and throughout preserve including along El Fuerte Street in Fiscal Year 2027. • Assume management to occur between March and June 13, 2027. • Extra care will be taken to apply herbicide only on artichoke thistle, fennel and mustard to prevent drift onto vegetative brodiaea. • Garlon 4 Ultra synthetic herbicide may be applied according to its label rates to above ground biomass of artichoke thistle, fennel and mustard. • Herbicide application will be focused on spraying or dabbing the center or newest growth of the smaller artichoke thistle, fennel and mustard plants to reduce the amount of herbicide used and reduce herbicide drift. • Larger plants may require a cut stump method to cut off the biomass and treat the stump with a higher concentration of herbicide. Cut biomass will be hauled away as needed. Task 2: The Ranch Preserve Invasive Plant Treatment and Removal Invasive plant treatment/removal will be completed in Fiscal Year 2027. The invasive plant treatment/removal methods include the following: • Preparation of Pesticide Application Request reinforcing lack of effectiveness of 2023 methods and continued use of synthetic chemical application or a combination of methods. • Preparation of Pesticide Control Recommendation for synthetic chemical(s) to be used. • South slope weed control: Herbicide application to above ground biomass of artichoke thistle, fennel and mustard in Fiscal Year 2027. • Assume management to occur between March and June 13, 2027. • Extra care will be taken to apply herbicide only on artichoke thistle, fennel and mustard to prevent drift onto native vegetation. • Garlon 4 Ultra synthetic herbicide may be applied according to its label rates to above ground biomass of artichoke thistle, fennel and mustard. • Herbicide application will be focused on spraying or dabbing the center or newest growth of the smaller artichoke thistle, fennel and mustard plants to reduce the amount of herbicide used and reduce herbicide drift. • Larger plants may require a cut stump method to cut off the biomass and treat the stump with a higher concentration of herbicide. Cut biomass will be hauled away as needed. Deliverables: • Photos from permanent photo point • Representative photos of pre-, during, and post-management conditions • Survey123 management tracking (ESA to support with form development and report export through Preserve Steward contract not Black Sage contract). • Management point/polygon data submittal MSA26-4088ENV Exhibit "A" Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F Page 3 • Description of methods and efficacy • Pesticide application request form submittal • Pesticide use reporting submittal for each preserve Assumptions: • ESA to provide staff to help direct management, identify sensitive/native plants and invasive non- native plants through Preserve Steward contract not Black Sage contract. • City of Carlsbad or ESA to provide BSE with Pesticide application request form. • HOA has been notified and is ok with management occurring. • Artichoke thistle, fennel and mustard initial treatments to occur between March and May 2027. Schedule BSE will coordinate work with City of Carlsbad and ESA staff upon our receipt of a signed agreement. The schedule was prepared based on the information available to BSE at the time of this proposal. Should new information be presented or factors outside of BSE’s control affect the project, the schedule may be subject to revision. Cost Estimate Based on our understanding of the project and the Scope of Work provided in the previous section, our estimated fee by task is provided below. Fees and charges will be billed on a monthly basis. Tasks Cost Task 1: Rancho Carrillo Preserve Invasive Plant Treatment $23,770.00 Task 2: The Ranch Preserve Invasive Plant Treatment and Removal $10,730.00 Total $34,500.00 Tasks Timeline Task 1: Rancho Carrillo Preserve Invasive Plant Treatment and Removal Pesticide Application Request One week San Diego Thornmint Treatment March – June 13, 2027 Deliverables from above treatment One month after completion Thread-leaved brodiaea Treatment March – June 13, 2027 Deliverables from above treatment One month after completion Task 2: The Ranch Preserve Invasive Plant Treatment and Removal Pesticide Application Request One week Invasive Plant Treatment March – June 13, 2027 Deliverables from above treatment One month after completion MSA26-4088ENV Exhibit "A" Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F Page 4 This is a time-and-materials (T&M) not-to-exceed budget and time not expended will not be invoiced. Conversely, should the effort required to provide these services be greater than assumed, or additional professional services beyond those set forth in this Scope of Work are required, BSE will notify the City of Carlsbad to review the project status and a potential budget augment. If you have any questions regarding this proposal, please contact Jason Allen (jallen@blacksageenvironmental.com) at (619) 876-0745. Sincerely, Jason W. Allen Jason W. Allen President MSA26-4088ENV Exhibit "A" Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F MSA26-4088ENV City Attorney Approved 6/30/2025 Page 15 EXHIBIT “B” DIR CONTRACTOR REGISTRATION CERTIFICATION NAME OF PROJECT: Habitat Protection Services NAME OF CONTRACTOR: Black Sage Environmental, Inc. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F 6/8/2026 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB W ORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION$$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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. 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(ies) must 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 endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2014/01) CERTIFICATE OF LIABILITY INSURANCE Ives Insurance Services, Inc. 2150 Chatsworth Blvd San Diego, CA 92107 License #: 0G13604 Black Sage Environmental Inc PO Box 154004 San Diego, CA 92195 5/20/2026 GuideOne National Insurance Company 38342 (619) 224-5337 (619) 223-4716 certificate@ivesins.com Certificates Desk Certificate Holder is included as additional insured, as their interest may appear, with regard to work performed by named insured, as required by contract or written agreement. 30 day required notice of Cancellation City of Carlsbad/CMWD C/O Exigis Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Robert Tartre A 2,000,000 2M occ/4M Agg 1M occ/ 2M Agg Professional/Pollution Liability Pesticide Limits Y X X X X X X X 50,000 5,000 2,000,000 4,000,000 4,000,000 1,000,000 1,000,000 1,000,000 1,000,000 C A A B Mercury Insurance Amtrust GuideOne National Insurance Company DENVP00000856 01/15/2026 01/15/2027 BA040000068665 SWC1649524 DENVP00000856 DENVP00000856 06/30/2025 06/30/2026 05/05/2026 01/15/2026 01/15/2026 05/05/2027 01/15/2027 01/15/2027 Y Y Y Y Y X Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F ACORD® ~ I I -~ □ - - =i □ □ □ □ □ □ □ ~ H I I I □ POLICY NUMBER: DENVP00000856-00 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations In respect to any location where the named insured is performing “your work”. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B.With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F DENV 0216 – 4YP 03 25 Includes Copyrighted Material of Insurance Services Office, Inc. with its permission Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY/NON-CONTRIBUTORY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRIMARY/NON-CONTRIBUTORY – If required by written contract or agreement, effected prior to the date your operations for that person or organization commenced and named below, such insurance as is afforded by this policy to any additional insureds under this policy shall be primary insurance, and any insurance or self-insurance maintained by such additional insured(s) shall not contribute to the insurance afforded to the named insured. All other terms and conditions remain unchanged. SCHEDULE Any person or organization that is: 1. An owner of real or personal property on which you are performing operations, but only at the specific written request by that person or organization to you, and only if: a. That request is made prior to the date your operations for that person or organization commenced; and b. A Certificate of Insurance evidencing that request has been issued by your authorized insurance agent or broker; or 2. A contractor on whose behalf you are performing operations, but only at the specific written request by that person or organization to you, and only if: a. That request is made prior to the date your operations for that person or organization commenced; and b. A Certificate of Insurance evidencing that request has been issued by your authorized insurance agent or broker. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F DENV 0218 – 4YA 03 25 Includes Copyrighted Material of Insurance Services Office, Inc. with its permission Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization that is: 1.An owner of real or personal property on which you are performing operations, but only at the specific written request by that person or organization to you, and only if: a.That request is made prior to the date your operations for that person or organization commenced; and b.A Certificate of Insurance evidencing that request has been issued by your authorized insurance agent or broker; or 2.A contractor on whose behalf you are performing operations, but only at the specific written request by that person or organization to you, and only if: a.That request is made prior to the date your operations for that person or organization commenced; and b.A Certificate of Insurance evidencing that request has been issued by your authorized insurance agent or broker. WAIVER OF SUBROGATION – If required by written contract or agreement, we waive any right of recovery we may have against any entity that is an additional insured shown in the Schedule above per the terms of this endorsement because of payments we make for injury or damage arising out of “your work” performed under a contract with that person or organization. All other terms and conditions remain unchanged. Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 5/5/2026 Policy No. SWC1649524 Endorsement No. 0 Insured Black Sage Environmental, Inc.Premium $ 69,370 Insurance Company Security National Insurance Company Countersigned by WC 04 03 06 (Ed. 04-84) Docusign Envelope ID: 34D86D40-6480-83E2-81F0-4A1908E7680F