HomeMy WebLinkAboutCenter for Natural Lands Management; 2013-08-26; PEM1024PEMI 024
AGREEMENT FOR CONSULTING SERVICES TO PERFORM BIOLOGICAL
MONITORING ASSOCIATED WITH THE WILDLIFE MOVEMENT ANALYSIS
FOR THE CITY OF CARLSBAD HMP PRESERVE
(CENTER FOR NATURAL LANDS MANAGEMENT)
THIS AGREEMENT is made and entered into as of the day of
NjCKJ^tZ 2013, by and between the CITY OF CARLSBAD, a municipal
corporation! ("City"), and CENTER FOR NATURAL LANDS MANAGEMENT, a California
501(c)(3) nonprofit corporation, ("Contractor").
RECITALS
City requires the professional services of a preserve management entity that is
experienced in monitoring wildlife movement. Contractor has the necessary experience in
providing these professional services, 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 Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of two (2) years from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be five thousand three hundred sixty
dollars ($5,360). No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this Agreement. City reserves the right to withhold a
ten percent (10%) retention until City has accepted the work and/or the Services specified in
Exhibit "A."
4. STATUS OF CONTRACTOR
Contractor will perform the Services 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 results to be accomplished.
5. 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 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.
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'
City Attorney Approved Version 1/30/13
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 ofthis Agreement.
6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance,
and professional liability insurance from an insurance company authorized to transact the
business of insurance in the State of California which has a current rating in the Best's Key
Rating guide of at least A-:Vll OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at
least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
OthenA/ise authorized and approved by the Risk Manager or the City Manager. Contractor will
obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the
City. Contractor will furnish certificates of insurance to the Contract Department, with
endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Cartsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
8. COMPLIANCE WiTH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650,
et seg.. and Cartsbad Municipal Code Sections 3.32.025, et seg. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to
terminate this Agreement.
11- JURISDICTIONS AND VENUE
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.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the pnor written consent of City.
City Attorney Approved Version 1/30/13
13. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment
will be in writing, signed by both parties, with a statement of estimated changes in charges or
time schedule.
14. 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 NATURAL LANDS MANAGEMENT
(sign here)
ISABELLA GELMI, Corp. Secretary/Director of
(print name/title) Administration
By:
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
BARBARA ENGLESON
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.
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:
CELIA A. BREWER, City Attorney
Assistant City Attornpy
City Attorney Approved Version 1/30/13
RESOLUTION No. 202-12
BOARD OF DIRECTORS
CENTER FOR NATURAL LANDS MANAGEMENT
Board of Directors' Meeting of December 7,2012
AUTHORIZATIONS TO ENTER INTO NON-REAL ESTATE CONTRACTS
AND
FINANCIAL PAYMENT TRANSACTIONS
FOR
THE CENTER FOR NATURAL LANDS MANAGEMENT
(SUPERSEDES RESOLUTIONS No. 116-07, No. 149-08 (in pertinent part),
No. 182-11, and No. 183-11)
WHEREAS, the Controller and Director of Administration are authonzed by (a) Board
Resolution 116-07 ("Approving the Addition of Controller [now Chief Financial Officer]
and Director of Administration as Signatories on Bank and other Financial Institutions
[sic] Accounts) and (b) the "Restated Bylaws of Center for Natural Lands Management"
("Restated Bylaws"), as it relates to corporate officers provisions, to endorse all checks,
drafts, notes, certificates of deposit, and other items payable to or owned by Center for
Natural Lands Management ("CNLM") for deposit with the banks and other financial
institutions used by CNLM.
WHEREAS, the Controller and Director of Administration are authorized to sign on
behalf of CNLM checks, drafts, notes, advances of credit, or other orders for payment
drawn on the banks and other financial institutions used by CNLMs as defined by Board
Resolution 116-07 ("Approving the Addition of Controller and Director of Administration
as Signatories on Bank and other Financial Institutions [sic] Accounts").
WHEREAS, the Board Treasurer, Executive Director/President, Chief Financial Officer,
and Director of Administration/Corporate Secretary are authorized as signatories with
the banks and other financial institutions used by CNLM by Board Resolution 149-08
(Approving the Signatories on Banks and Other Financial Institutions [sic] Accounts).
WHEREAS, authorization to execute contracts in general (including grant-related) is
cun-ently defined by Board Resolution 182-11 ("Authorization to Contractually Bind the
Center for Natural Lands Management").
WHEREAS, authorization to execute grant-related contracts (temporarily restricted
assets) for the South Puget Sound Prairie Program is cun-ently defined by Board
Resolution 183-11 ("Authorization to Contractually Bind CNLM as it Relates to South
Puget Sound Prairies Program Grants").
WHEREAS, in the course of its standard business practice, CNLM, acting as (a) client,
(b) service provider, or (c) grant recipient, routinely enters into contracts for services,
consulting, and grants with third parties ("Contracts").
Resolution 202-12
Page 2 of 4
WHEREAS, the Board and the auditors have reviewed the "Accounting and Financial
Practices and Procedures" ("AFPP Manual"), a standard operating procedure issued
that on occasion is updated as circumstances require by the Executive Director with the
concurrence of the Chief Financial Officer. The AFPP Manual provides guidance to
staff regarding procedures for processing financial transactions and sets forth internal
controls intended to assure that the financial resources of CNLM are appropriately
managed and not misused.
WHEREAS, CNLM, as guided by the AFPP Manual, routinely distinguishes between
Contracts of two principal types: exchange transactions and contributions.
WHEREAS, an exchange transaction Is defined by the AFPP Manual as a reciprocal
transaction in which CNLM and another entity each receive and sacrifice something of
approximately equal value and include situations in which CNLM is acting as (a) client
and (b) service provider ("Exchange Transaction").
WHEREAS, a contribution is defined by the AFPP Manual as an unconditional transfer
of cash or other assets to CNLM, or a settlement or cancellation of CNLM's liabilities, in
a voluntary nonreciprocal transfer by another entity acting other than as an owner
("Contribution"); a Contribution may Include a restriction which is a donor-imposed
stipulation that specifies a use for the contributed asset that is more specific than broad
limits resulting from CNLM's mission, the environment in which it operates, and the
purposes specified in CNLM's articles of incorporation and bylaws ("Contribution with
Restriction(s)").
WHEREAS, Grants are a type of Contribution with Restrictions.
WHEREAS, the Restated Bylaws provide that there are three officers of the corporation:
President, Secretary, and Chief Financial Officer; and that each has those powers and
authorities provided by the Califomia Non-Profit Corporation Code as may be limited by
the Restated Bylaws and/or Board by resolution.
WHEREAS, the Board believes Resolutions 116-05.149-08 (in pertinent part), 182-11,
and 183-11 require revision to reflect current CNLM financial and operational fiexibility
requirements.
THEREFORE, BE IT RESOLVED that the Board of Directors of CNLM hereby restates
and reauthorizes that the (a) Chairperson ofthe Board, (b) Board Treasurer, (c)
President/Executive Director, (d) Chief Financial Officer, and (e) Corporate
Secretary/Director of Administration (together, "Authorized Contract Signatories") may
contractually bind CNLM, with the understanding Contracts are subject to prior legal
review by the General Counsel.
AND FURTHER RESOLVED that all Exchange Transaction Contracts, other than
Contributions, greater than Ten Thousand Dollars ($10,000.00) and less than One
Resolution 202-12
Page 3 of 4
Hundred Thousand Dollars ($100,000.00) not executed by the Chairperson of the Board
or the President shall have the signatures of two (2) Authorized Contract Signatories.
AND FURTHER RESOLVED that ail Exchange Transaction Contracts, other than
Contributions, greater than One Hundred Thousand Dollars ($100,000.00) require prior
Board of Directors approval.
AND FURTHER RESOLVED that all Contribution Contracts which will result in a donor-
imposed Restriction which is perpetual ("Permanent Restriction"), regardless of amount,
require prior Board of Directors approval.
AND FURTHER RESOLVED the Executive Director is directed to issue a standard
operating procedure ("SOP") for non-real estate interest Contracts (including Exchange
Transactions and Contributions and their solicitation) consistent with CNLM's AFPP
Manual and "Gift Acceptance Policy," an SOP issued, and on occasion updated as
circumstances require, by the Executive Director with the concurrence ofthe Chief
Financial Officer, to help ensure that CNLM conducts its affairs in a legally and
financially responsible manner.
AND FURTHER RESOLVED that the (a) Chairperson of the Board, (b)
President/Executive Director, (c) Chief Financial Officer, and (d) Corporate
Secretary/Director of Administration (together, "Authorized Endorsement Signatories")
are authorized to endorse all checks, drafts, notes, and other items payable to or owned
by CNLM, for deposit with the banks and other financial institutions used by CNLM.
AND FURTHER RESOLVED that the (a) Chairperson ofthe Board and/or a Board
member designated with this authority by the Board, (b) President/Executive Director,
(c) Chief Financial Officer, and (d) Corporate Secretary/Director of Administration
(together, "Authorized Check Signatories") are hereby each individually authorized to
sign checks, drafts, notes, advances of credit, or other orders for payment drawn on the
banks and other financial institutions used by CNLM provided that all such negotiable
instruments greater than Twenty Thousand Dollars ($20,000.00) and less than One
Hundred Thousand Dollars ($100,000.00), shall have the signatures of two (2)
Authorized Check Signatories.
AND FURTHER RESOLVED that all checks, drafts, notes, advances of credit, or other
orders for payment drawn on the banks and other financial institutions used by CNLM
greater than One Hundred Thousand Dollars ($100,000.00) shall require two (2)
signatures, one of which must be the signature ofthe (a) Chairperson ofthe Board
and/or a Board member designated with this authority by the Board or (b) President/
Executive Director.
AND FURTHER RESOLVED that Resolutions 116-05,149-08 (in pertinent part), 182-
11, and 183-11 are rescinded and replaced by this Resolution 192-12.
Resolution 202-12
Page 4 of 4
AND FURTHER RESOLVED that these authorizations shall remain in effect until
rescinded by this Board.
Approved and adopted by the Board of Directors on this date.
David M. Ivester
Chairman of the Board of Directors
Center for Natural Lands Management
Votes: Ayes / Nays — Abstained ""~ Absent
EXHIBIT "A"
SCOPE OF SERVICES
Assist the City of Carisbad Environmental Management Division and Preserve Steward in the
Wildlife Movement Analysis for the City of Carisbad HMP Preserve, as described in Task 1 and
Task 3 - Linkage/Pinch Point Inventory ofthe Natural Community Conservation Plan Local
Assistance Grant Agreement Number PI 282107.
Specific activities are:
• Assist in identifying and evaluating potential linkages and pinch points throughout
the HMP using GIS data layers and aerial maps.
Assist in conducting a systematic field inventory and characterization for those
locations identified by the City Contract Manager, including photographs and a
description of specific criteria such as vegetation cover, length to width ratios of
opening, and presence of physical barriers.
• Assist in developing an archive of linkage characteristics and preparation of an
interim report describing the methods and results of the initial evaluation.
• Assist in analyzing field data to assess linkage functionality and evaluate the
benefits of tracking stations.
• Assist in developing adaptive management recommendations for enhancing
movement in the HMP and identifying next steps and priorities, including long
term management.
• Assist in preparing a final report.
Total cost for services: $5.360.00
City Attorney Approved Version 1/30/13
N
State of Califomia
Secretary of State
Statement of Information
(Domestic Nonprofit, Credit Union and Consumer Cooperative Corporations)
Filing Fee: $20.00. If this is an amendment, see instructions.
IMPORTANT - READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
1. CORPORATE NAME
CENTER FOR NATURAL LANDS MANAGEMENT
2.g^^^ORNIA CORPORATE NUMBER
This Space for Filing Use Only
Complete Principal Office Address (Do not abbreviate the name of the city. Item 3 cannot be a P.O. Box.)
3. STREET ADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA, IF ANY
27258 VIA INDUSTRIA, STE B
CITY
TEMECULA
STATE
CA
ZIP CODE
92590
4. MAIUNG ADDRESS OF THE CORPORATION
27258 VIA INDUSTRIA. STE B
CITY
TEMECULA
STATE ZIP CODE
GA 92590
Names and Complete Addresses of the Foiiowing Officers (The corporation must list these three officers. A comparable ttie for the spedfic
ofRcer may be added; however, the preprinted titles on this form must not be altered.)
5. CHIEF EXECUTIVE OFFICERpRgs
DAVID BRUNNER
M3DRESS
27258 VIA INDUSTRIA. STE B
CITY
TEMECULA
STATE
CA
ZIP CODE
92590
6. SECRETARY
ISABELLA GELMI
ADDRESS
27258 VIA INDUSTRIA, STE B
crrY
TEMECULA
STATE
CA
ZIP CODE
92590
7. CHIEF FINANCIAL OFFICER/
MELANIE GITTLESON
ADDRESS
27258 VIA INDUSTRIA. STE B
cnY
TEMECULA
STATE ZIP CODE
CA 92590
Agent for Service of Process If the agent is an Individual, the agent must reside in CaRfomia and Item 9 must be completed with a Califbmia street
address, a P.O. Box address is not acceptable. If the agent is another corporation, the agent must have on file with the Califomia Secretary of State a
certificate pursuant to Califomia Corpwations Code section 1505 and Item 9 must be left Wank.
8. NAME OF AGENT FOR SERVICE OF PROCESS
DAVID BRUNNER
9. STREET /JDDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY
•?79RR \HA IMni IQTRIA RTF R TFMFni
STATE ZIP CODE
CA
Davis-Stirling Common Interest Deveiopment Act (Calrfbmia Civil Code section 1350, et seq.)
10. rn Check here if the corporation is an association formed to manage a common interest development under the Davis-Stirling Common Interest — Development Act.
NOTE: Corporations fomied to manage a common interest development must also file a Statement by Common Interest Development Association
(Fomi SI-CID) as required by Califomia Civil Code sectron 1363.6. Please see instructions on the reverse skJe of this form.
11. THE INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT.
DATE TYPEff>RINT NAME OF PERSON COMPLETING FORM TITLE
SI-100 (REV 01/2012) APPRO SECRETARY OF STATE