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HomeMy WebLinkAboutCenter for Natural Lands Management; 2006-07-31;4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to thejtefms-and conditions hereof of this Amendment. CONTRACT© CNL1 (ertail address) *By: (sign here) (print name/title) CITY OF Q/XRLSBAD, a municipal corporation o By: ATTEST: the#tate of Californi (e-mail address) 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, City Attorney \ssistant City Attorney i/City Attorney Approved Version #05.22.01 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT TO COMPLETE A HABITAT MANAGEMENT PLAN & COST ANALYSIS FOR CITY OWNED OPEN SPACE PROPERTIES Center for Natural Lands Management (CNLM) This Amendment No. 1 is entered into and effective as of the *~ day of 2007, extending the agreement dated July 31 , 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and CNLM, ("Contractor") (collectively, the "Parties"). RECITALS A. On July 31, 2006, the Parties executed an Agreement for managing City-owned open space land located within the City's habitat preserve system; and B. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on July 31, 2008. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CN *By: (e-mail address) 2.0 0~» (sign here) (print name/title) CITY OF CARLSBAD, a municipal oration of the State of California y 'City Manager or Mayor ATTEST: ORRAWE M. W City CleYR (e-mail address) 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, City Attorney By: Assistant City Attorney7 City Attorney Approved Version #05.22.01 ALL-PURPOSE ACKNOWLEDGMENT State of California County of On ss. , znn~? (DATE) ~ before me, MAicfe.Ae.vrA l . personally appeared S V-te,g>g>( Tg/g.gga/3 (NOTARY) personally known to me - OR - SIGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT G INDIVIDUAL G CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) G PARTNER(S) G ATTORNEY-IN-FACT G TRUSTEE(S) G GUARDIAN/CONSERVATOR [>3 OTHER: £--^ £.d.CyT i OS £> 1 *7 ^- NUMBER OF PAGES DATE OF DOCUMENT OTHER SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) RIGHT THUMBPRINT OF SIGNER APA5/99 VALLEY-SIERRA, 800-362-3369 Jul 26 07 03J22P CTR FOR MRTURRL LflNDS MGT (760) 731-7731 p.l RESOLUTION 121-07 Board of Directors Center for Natural Lands Management Authorization to Contractually Bind the Center for Natural Lands Management WHEREAS, in the course of its standard business practice, the Center for Natural Lands Management ("Center"), acting as (a) client, (t>) service provider, or (c) grant recipient, routinely enters into contracts for services, consulting, and grants with third parties ("Contracts"); WHEREAS, authorization to execute Contracts is currently limited to the Executive Director and the Director of Operations; WHEREAS, the Director of Operations position no longer exists; WHEREAS, it is necessary to have other agents of the Center authorized to execute Contracts; THEREFORE, BE IT RESOLVED that the Board of Directors of the Center for Natural Lands Management hereby authorizes that the (a) Chairperson of the Board, (b) Director of Acquisitions and (c) Director of Administration may contractually bind the Center, with the understanding Contracts are subject to legal review by the General Counsel; AND FURTHER RESOLVED, all Contracts greater than Ten Thousand Dollars ($10,000.00) and less than One Hundred Thousand Dollars ($100,000.00) not executed by the Executive Director shall have two (2) signatures; AND FURTHER RESOLVED, all Contracts greater than One Hundred Thousand Dollars ($100,000.00) shall be approved by the Board of Directors by resolution. DATED: SIGNED: James M.Marter, Chairmar/crf the Board of Directors for the Qenter for Natural Lands Management Votes: Ayes_Nays,Abstain Post-it'" Fax Note 7671 Wionc « AGREEMENT FOR CONSULTING SERVICES TO COMPLETE A HABITAT MANAGEMENT PLAN & COST ANALYSIS FOR CITY OWNED OPEN SPACE PROPERTIES CENTER FOR NATURAL LANDS MANAGEMENT (CNLM) THIS AGREEMENT is made and entered into as of the (3J day of (Lj. Qjiy , 200U. by and between the CITY OF CARLSBAD, a municipal corp0ration,^("City"), and Center for Natural Lands Management (CNLM) ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in managing City-owned open space land located within the City's habitat preserve system. B. Contractor has the necessary experience in providing professional services and advice related to these professional services. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such 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 (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof in an amount not to exceed Twenty Eight Thousand One Hundred Twenty Three dollars ($28,123.00) per Agreement 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. City Attorney Approved Version #04.01.02 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Twenty Eight Thousand One Hundred Twenty Three dollars ($28,123.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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". 6. 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 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. 7. 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. City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 in whole or in part by any willful misconduct or negligent act or omission 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. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation 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. 10. 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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved Version #04.01.02 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. City Attorney Approved Version #04.01.02 12. 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 three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name Michele Masterson Title Management Analyst Department Planning Department City of Carlsbad Address 1635 Faraday Avenue Carlsbad CA 92008 For Contractor: Name Center for Natural Lands Management (CNLM) Title AddressMZ^ E. AUJAe.AbA ST. .Ph'iSno Phone No. (760) 602-4615 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. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, City Attorney Approved Version #04.01.02 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. 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 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 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. City Attorney Approved Version #04.01.02 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 attorney's 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 City Attorney Approved Version #04.01.02 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. 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 or 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. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement npr any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. 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. CONTRACTOR Center for L (CN CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor (prim name/title) .e>c.rv\m.Qr ATTEST: "By: MlC (stgn here) CL. (print name/title) LORRAINE M. WOOD City Clerk Sece.er/te.v/ (e-mail address) 8 City Attorney Approved Version #04.01.02 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: RONALD R. BALL, City Attorney By:. Assistant City Attorney City Attorney Approved Version #04.01.02 ALL-PURPOSE ACKNOWLEDGMENT State of California County of ss. •(DATE) before me,\TA }. personally appeared personally known to me - OR - (NOTARY) IGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT i-i IxrnTVTniTA, /\<s»eeBM&joT T^a GoioscxmioeU INDIVIDUAL £>ee.viCB5 re COMPOSTS A 1x1 CORPORATE OFFICER K LfsingMr TITLE(S) G PARTNER(S) G ATTORNEY-IN-FACT G TRUSTEE(S) G GUARDIAN/CONSERVATOR G OTHER: TITLE OR TYPE OF DOCUMENT -q- NUMBER OF PAGES Jbl I DATE OF OTHER SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) RIGHT THUMBPRINT OF SIGNER APA 5/99 VALLEY-SIERRA, 800-362-3369 ALL-PURPOSE ACKNOWLEDGMENT State of California County of S/AKl On ss. (DATE) personally appeared before me, M personally known to me - OR - -> AE.ITA \. c. (NOTARY) SIGNER(S) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. NOTARY'S SIGNATURE OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT rMnivin-TATINDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: TITLE OR TYPE OF DOCUMENT - q- NUMBER OF PAGES SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) RIGHT THUMBPRINT OF SIGNER DATE OF DOCUM IZ3. OTL ENT OTHER APA 5/99 VALLEY-SIERRA, 800-362-3369 Exhibit "A" June 30,2006 Ms. Marcela Escobar-Eck Planning Director City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008-7314 Dear Ms. Escobar-Eck, The Center for Natural Lands Management is pleased to offer its services to complete the Habitat Management Plan (HMP) and Cost Analysis for the City of Carlsbad- owned Open Space Properties per the map provided on April 19, 2006. The HMP and Cost Analysis will cover the 18 properties identified on the map provided and The Environmental Trust's thread-leaved brodiaea preserve. The Cost Analysis will include an overall cost for all 19 properties, and the individual costs to manage the Golf Course area and the Calavera Lake area as you requested. We have attached a Scope of Work and Budget which details the work to be performed and their associated costs. The total cost to complete the HMP and Cost Analysis is $28,123.00. The Center will complete this project within 90 days from the signing of the contract and receipt of all requested materials. If you have any questions, please staff. Markus Spiegelberg (619.295.4953) of my Executive Director/ Enclosuresr$x>pe of Work and Budget cc: Mike Grim, Principal Planner, City of Carlsbad Center for Natural Lands Management Scope of Work and Budget Habitat Management Plan and Cost Analysis for the City of Carlsbad Open Space The Center for Natural Lands Management (CNLM) will provide consulting services to the City of Carlsbad (City) to complete a Habitat Management Plan (HMP) and Cost Analysis for the management of the City-owned natural open space and The Environmental Trusts "Thread- leaved Brodiaea Preserve." There are 19 properties which will be covered by this work. The proposed project approach and narrative below describes in detail how CNLM will provide consulting services to the City for this project. Task Descriptions; Task 1. Coordination Meetings and Site Visits (Cost: $8,525.00) CNLM and any pertinent contractors will attend meetings with City staff and possibly wildlife agency staff to discuss project requirements and specific details to assist in drafting, revising and finalizing documents. Assumptions: • No more than 4 meetings with City staff and wildlife agency representatives to discuss specific project details or revisions to draft documents. • No more than 3 meetings with subcontractors to discuss specific project details and draft documents. Site visits to each property will be required to evaluate management needs. Assumptions: • The City will provide maps and property related documents to all the sites being reviewed under the contract. CNLM will commence work once all documents have been received. • Site visits will be conducted to evaluate each property being considered for management. The evaluation will include a complete analysis of items needed for general management of each property, and also those items needed to assist in developing goals and objectives for each property which will be included in the HMP. Items which will be identified include, but are not limited to, fencing, gating and signing needs, required biological management and monitoring tasks, non-native plant and animal removal needs, general maintenance needs and recommended enforcement schedules. • Following site evaluations, CNLM will meet with the City to discuss all items evaluated and to generate a list of management priorities that the City wishes to pursue for each property and to include in the HMP and Cost Analysis. Task 2. Habitat Management Plan Report Development (Cost: $13,218.00) The content and structure of the HMP will follow the guidelines outlined in the City of Carlsbad Open Space Management Plan (OSMP) and other pertinent documents. The HMP will cover the first three years of management and will be in the format of a California Department of Fish and Game (CDFG) HMP which is required by the OSMP. The HMP will include specific goals for items such as Public Use and Outreach, Biological Monitoring, Habitat Maintenance and Restoration, and Enforcement as outlined in the CDFG HMP format. The HMP will also include GIS Analysis and Compilation of Existing Data Sets/Graphics and Maps provided by the City. Assumptions: • The City will provide property specific documents and GIS data/maps to the Center to assist in developing goals and objectives for the management of each property. • CNLM will compile and evaluate GIS data/maps and incorporate them into the HMP. • Information collected from site visits will be incorporated into the HMP. • The HMP will include tables that summarize responsibilities for each property. • The HMP will include time lines for completion of each task. CNLM Deliverables: 1) Draft of HMP; 2) Revision to Draft after receiving City and Wildlife Agency comments; 3) Final Report. Task 3. Cost Analysis (Cost $6,380.00) CNLM will provide the cost of managing the City's properties pursuant to the management goals and objectives agreed upon and detailed in the HMP. The costs will cover the first three years of management. Assumptions: • The cost estimate will be based on CNLM labor and billing rates, contingency and overhead. • Costs for specific items, such as field equipment, signs, gates, fences, will be estimated based on CNLM's experience, or based on discussion with suppliers or contractors. • The cost structure and level of detail will be similar to those provided by CNLM in the OSMP. • CNLM will provide a cost to manage all 19 properties as one cost, and the individual costs to manage the Golf Course and the Calavera Lake area. CNLM Deliverables: 1) Draft Cost Analysis; 2) Revisions to Draft after receiving City and Wildlife Agency comments; 3) Final Cost Analysis. Payment Schedule Based on Completion of the Following: 1. Initial meetings and Site Visits $7,781.00 2. Draft BMP and Cost Analysis $16,299.80 3. Revisions to HMP and Cost Analysis $2,042.20 4. Final product $2,000.00 RESOLUTION 92-05 Authorization to Perform Property Title and Related Transactions On Behalf of the Center for Natural Lands Management Center for Natural Lands Management WHEREAS, the Center for Natural Lands Management ("Center") routinely acquires interests in real property, including both fee title and easements, as a standard business practice; WHEREAS, authorization to execute real property-related transactions is subject to legal review and the approval of the Board of Directors; WHEREAS, authorization to execute such documents, including purchase and sale agreements, grant deeds, escrow instructions, and conservation easements, is currently limited to the Executive Director; WHEREAS, it is necessary to have another agent of the Center authorized to execute such documents in the Executive Director's absence; THEREFORE, BE IT RESOLVED that the Board of Directors of the Center for Natural Lands Management hereby authorizes that, in the Executive Director's absence, the Chairperson of the Board, President, or the Director of Operations may enter into real property-related transactions on behalf of the Center, subject, however, to legal review and to written authorization per transaction from the Board of Directors. DATED:November 7, 2005 James M. Harter, Chairman Votes: Ayes 7_ Abstain 2 Nays Center for Natural Lands Management A non-profit organization for the protection & management of natural resources Sherry Teresa Executive Director ..rook, CA 92028-2960 760.731.7790760.731.7791 Fax email: steresa@cnlm.org www.cnlrn.org ' *==^^^^ Center for Natural of natural resources Michael C. Stroud D'rector of Operations