HomeMy WebLinkAboutTechnology Associates International Corporation; 2006-07-24;AMENDMENT NO. 3 TO EXTEND THE AGREEMENT
FOR BIOLOGICAL CONSULTING SERVICES
Technology Associates International Corporation (TAIC)
-.This Amendment No. 3 is entered into and effective as of the ^ day of
2009, extending the agreement dated July 24, 2006 (the "Agreement")
by and between the City of Carlsbad, a municipal corporation, ("City"), and TAIC, a Washington
Corporation , ("Contractor") (collectively, the "Parties").
RECITALS
A. On July 24, 2006, the Parties executed an Agreement for biological consultant
services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan.
The City of Carlsbad identified a series of tasks that are one-time activities with specific
deliverables; and
B. On July 26, 2007, the Parties executed Amendment No.1 to extend the Agreement for
a period of one year ending July 24, 2008; and
C. On July 31, 2008, the Parties executed Amendment No. 2 to extend the Agreement
for a period of one year ending on July 24, 2009; and
D. 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 24, 2010.
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
TAIC
CITY OF CARLSBAD, a municipal
corporation of the State of California
(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
Distant City Attorney
City Attorney Approved Version #05.22.01
ACKNOWLEDGMENT
State of: California
County of: ^DiO Q\gQQ
On . before me.
(name and title of the officer)
personally appeared ?>7 $?r\t3Cr\
who proved to me on the basis of satisfactory evidence to be the person (s) whose name(s) irf/are
subscribed to the within instrument and acknowledged to me that heVsbeVthey executed the same in
jrfs/tKfr/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
t
NICHOL BREANN MICHEL ?
COMM.# 1840986 M
NOTARY MUC-CWJFWWIA JJ
SAN OIEOO COUNTY
MY COMM. E». Mtf. K. »tt_T
(seal)
Signature of Notary Public
AMENDMENT NO. 2 TO EXTEND THE AGREEMENT
FOR BIOLOGICAL CONSULTING SERVICES
Technology Associates International Corporation (TAIC)
This Amendment No. 2 is entered into and effective as of the c^J' day of
. 2008, extending the agreement dated July 24, 2006 (the "Agreement")
by arf^ betweelj) the City of Carlsbad, a municipal corporation, ("City"), and TAIC, a Washington
Corporation , ("Contractor") (collectively, the "Parties").
RECITALS
A. On July 24, 2006, the Parties executed an Agreement for biological consultant
services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan.
The City of Carlsbad identified a series of tasks that are one-time activities with specific
deliverables; and
B. On July 26, 2007, the Parties executed Amendment No.1 to extend the Agreement for
a period of one year ending July 24, 2008; and
C. 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 24, 2009.
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
TAIC
*By:
(sign here)
(print name/title)
(e-mail address)
•* (%Oou)gfr-(fetgfi here)
(print name/title)
(e-mail address)
CITY OF CARLSBAD, a municipal
ate/of California
City Manager or Mayor
ATTEST:
LORRAINE M. WOOD'
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 Attorney
City Attorney Approved Version #05.22.01
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of
On 10 £008 before me,
personally appeared
(here insert n^fae and title of the officer]/
'i Pr^Sc<a6AT g.yux. 3bg\6. M?rrvS
I(\[\C
-inewho proved to me on'the basis of satisfactory evidence to be tibie person^ whose name® is^Sp? subscribed to
the within instrument and acknowledged to me that he/she^ep executed the same in his/hertfiEetf authorized
capacity(ie§), and that by his/heiffiiey signature{^)on the instrument the person^s), or the entity upon behalf of
which the person^) acted, executedthe instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
-WITNESS my hand and official seal.
Signature of Notary
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
\T £ To
(Title or description of attached do
(Title or description of attached document continued)
Number of Pages A Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
D Individual (s)
$ Corporate Officer^
Pf {& t /dUrtT AJ£. l&c. t£\en.r V
D
D
D
D
(Title) 1
Partner(s)
Attorney-in-Fact
Trustee(s)
Other
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of California. In such instances, any alternative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
California (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial -wording and attach this form if required.
• State and County information must be the State and County where the document
signers) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signers) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
fee/she/tfeeyr is /we) or circling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
<• Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
* Indicate title or type of attached document, number of pages and date.
•> Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com
Technology ^ Associates
international Corporation
Tuesday, July 22, 2008
City of Carlsbad
Planning Department
ATTN: Michele Masterson
1635 Faraday Avenue
Carlsbad, CA 92008-7314
TECHNOLOGY ASSOCIATES INTERNATIONAL CORPORATION CONTRACTUAL AUTHORITY
Dear Ms. Masterson:
The Undersigned, Secretary to the Technology Associates International Corporation,
hereby certifies that the following individuals serve in the capacity listed and are fully
authorized to negotiate and bind the Corporation in all contractual matters.
1. Walt T. Oleski, President and Chief Executive Officer (CEO)
2. Stephen P. Meyer, Executive Vice President and Chief Operating Officer (COO)
If you have any questions, please don't hesitate to call. I may be reached at (760) 603-
1195.
Sincerely,
Jodie Norris
Technology. Solutions^
S9S2 LA PLACE COURT, SUITE 225 CARLSBAD. CA 92008 TELEPHONE: (760)803-1195 FAX: (7J|| 431-7231 www.TAIC.net '|
AMENDMENT NO. 1 TO EXTEND THE AGREEMENT
FOR BIOLOGICAL CONSULTING SERVICES
Technology Associates International Corporation (TAIC)
This Amendment No. 1 is entered into and effective as of theo2^k_rday of
_, 2007, extending the agreement dated July 24, 2006 (the "Agreement")
by and petweeivthe City of Carlsbad, a municipal corporation, ("City"), and TAIC, a Washington
Corporation , ("Contractor") (collectively, the "Parties").
RECITALS
A. On July 24, 2006, the Parties executed an Agreement for biological consultant
services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan.
The City of Carlsbad identified a series of tasks that are one-time activities with specific
deliverables; 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 24, 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
TAIC
CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here)ity Manager or Mayor
(print name/title)
(e-mail address)
*By:
(sign here)
(print name/title)
(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
Assistant City Attorney
City Attorney Approved Version #05.22.01
AGREEMENT FOR BIOLOGICAL CONSULTING SERVICES
Technology Associates International Corporation (TAIC)
AGREEMENT is made and entered into as of the n/^r day of
, 20Q(P. by and between the CITY OF CARLSBAD, a municipal
corporation, ("Uity"), and TAIC, a Washington Corporation ("Contractor").
RECITALS
A. City requires the professional services of a biological consultant
experienced in habitat conservation biology to serve as the Preserve Steward for the
City of Carlsbad Habitat Management Plan. To assist in the implementation of the
Preserve Steward role and general implementation of regulations and activities related
to biological resources, the City of Carlsbad has identified a series of tasks that are one-
time activities with specific deliverables.
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 Eighty-one
Thousand Nine Hundred Sixty-five dollars ($81,965.00) 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 Eighty-one Thousand Nine Hundred Sixty-five dollars ($81,965.00). 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".
Incremental payments, if applicable, should be made as outlined in attached 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
For Contractor:
Name Patrick Atchison
Title Management Analyst
Department Planning Department
City of Carlsbad
Address 1635 Faradav Avenue
Carlsbad CA 92008
TAIC
Title Business Area Manager
Address 5962 La Place Court. Ste. 225
Carlsbad. CA 92008
Phone No. (760)602-4615
Phone No. (760)603-1195
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 sea., 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 nor 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 TAIC/^ CITY OF CARLSBAD, a municipal
rniaBv:
<si9n here) ' ^Manager^^or
(print name/title)
/. x~ i . J ATTEST:
C^f/vViS^ T*» i ^- ^ef
(e-mail address)
(print name/title)
(e-mail address)
'''/* ^ * o^
City Attorney Approved Vers'ftH $9^01.02
8
ACKNOWLEDGMENT
State of California
County of
On before me,
personally appeared
/4 . 5y /££: K,
(here insert name'and title of the officer)
personally known to mo (or proved to me on the basis of satisfactory evidence) to be
the person(a(j whose namefsj^are subscribed to the within instrument and
acknowledged to me thatyfi^tehe/they executed the same in (higher/their authorized
capacity(ififs), and that by/Kj^/her/their signature^) on the instrument the person(sj,
or the entity upon behalf of which the person^) acted, executed the instrument.
WITNESS rhy hand and official seal.
Signature
\BERRIEA.SYREK
Commission # 1559804
Notary Public - California |
San Diego County r
My Comm. Expfrei Mar \ 8,2009f
(Seal)
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:_
sistant City Attorney
City Attorney Approved Version #04.01.02
Exhibit "A"
CARLSBAD PRESERVE STEWARD - ONE-TIME SUPPORT TASKS
Technology Associates International Corporation (TAIC)
Scope of Work
June 26,2006
Introduction
To assist in the implementation of the Preserve Steward role and general implementation
of regulations and activities related to biological resources, the City of Carlsbad has
identified a series of tasks that are one-time activities with specific deliverables. These
tasks include:
1. Preparation of Guidelines for Biological Studies
2. Preparation of Guidelines for Wetlands Avoidance and Buffers
3. Preparation of Guidelines for Habitat and Preserve Management
4. Development of a Public Outreach Plan
5. Reconciliation of Baseline HMP GIS Layers
Scope of Work
Task 1 - Preparation of Guidelines for Biological Studies
TAIC will prepare biological guidelines for the City of Carlsbad as a reference for City
personnel and outside consultants. The purpose of this document is to provide guidelines
to the City's consultants and project proponents, and assist City personnel in evaluating
documents prepared for the City regarding compliance with laws, regulations, ordinances
and guidelines established under the California Environmental Quality Act (CEQA), the
Endangered Species Act (ESA), the Multiple Habitat Conservation Program (MHCP) and
the City's MHCP Subarea Plan/Habitat Management Plan (HMP) and Open Space
Management Plan (OSMP). The focus will be to develop a standardized approach for
required biological surveys, assessments, mitigation, monitoring, and reporting
procedures as outlined in the MHCP, OSMP, HMP, and Implementing Agreement. The
document will include
• Definitions pursuant to the City's HMP and OSMP;
• Development, mitigation, and conservation regulations and guidelines;
• Criteria for required biological studies, including survey requirements;
• Biological reports, including evaluation criteria, mitigation requirements, and
guidelines to develop MHCP findings;
• Habitat management guidelines for open space and preserve management.
Both the City of San Diego and County of San Diego developed similar guideline
documents that will serve as a general starting point where applicable.
TAIC will prepare a PowerPoint presentation for the City that outlines biological
guidelines and conduct one internal workshop to train the Planning Department staff in
using the guidelines. TAIC will be prepared to conduct additional training workshops on
a time and materials basis.
Assumptions/Deliverables
1. Two (2) meetings with City's Planning staff to review assumptions and discuss
guidelines;
2. Two (2) meetings with resource agencies to review assumptions and discuss
guidelines;
3. Draft and final of Biological Guidelines document;
4. One round of comments and revisions with City staff;
5. PowerPoint Presentation and one internal workshop for City staff not to exceed 4
hours.
Task 2 - Preparation of Guidelines for Wetland Avoidance and Buffers
Wetlands buffers and set-backs are important planning tools for wetlands protection and
streamlining the wetlands permitting process and associated costs. TAIC will research
and evaluate existing data and information to create an issue paper that describes the
function of riparian buffers within Carlsbad using wetlands mapping and information
from the Carlsbad Watershed Management Plan, and identifies appropriate context-
specific riparian buffer distances per specific land uses such as open space, agriculture,
commercial development, and residential development. TAIC will provide GIS maps
and data to demonstrate how opportunities and constraints can be identified for buffer
area protection and restoration. TAIC will present this issue paper to the City, and upon
consultation with the City, will formulate wetlands avoidance and buffer guidelines that
include:
• Buffer functions and criteria;
• A list of buffer width associated with different land uses;
• Look-up maps with buffer location, organized by widths, land uses, and
functions;
• Buffer restoration and vegetation management guidelines, and
• A list for resources protection information, including BMPs in and adjacent to
riparian buffer areas.
•
TAIC will review and evaluate wetlands buffer guidelines that are already approved by
the resources agencies.
Assumptions:
1. TAIC will use existing wetlands data from the Carlsbad Watershed Management
Plan, as available, regional vegetation maps, and 'blue line' streams to identify
riparian areas within the City of Carlsbad;
2. TAIC will use the existing and planned land use data for evaluation of
opportunities and constraints for riparian buffer areas;
3. One (1) meeting to present an results of the issue paper to the City Planning
Department;
4. Draft and final of the issue paper;
5. One (1) meeting with City staff to discuss wetlands avoidance and buffer
guidelines;
6. Two meetings (2) with resource agencies to review assumptions and wetland
buffer guidelines;
7. One round of comments with City staff;
8. Draft and final of guidelines.
Task 3 - Preparation of Guidelines for Habitat and Preserve Management
Guidelines for habitat and preserve management are intended to facilitate the
standardization and coordination of activities of the preserve managers with the City and
to ensure that habitat and preserve management is being conducted in compliance with
the requirements of the HMP. The focus will be to develop a standardized approach for
the coordination, documentation, and implementation of habitat and preserve
management based on the concepts developed and/or required in the MHCP, OSMP,
HMP, and Implementing Agreement. TAIC will prepare guidelines for Habitat and
Preserve Management that include but are not necessarily limited to the following areas:
• Entities responsible for habitat and preserve management;
• Structure and schedule for communication among management entities and
the City/Preserve Steward;
• Coordination of management properties overseen by HOAs;
• Process for coordinating with adjacent property owners;
* Fire management buffers
» Edge effects (encroachment, lighting, trash, etc.)
* Vegetation management (viewsheds, safety, etc.)
• Public recreation and access;
• Enforcement and legal authority;
• Process for establishing habitat and preserve management priorities;
• Checklist to ensure preserve level management is in compliance with the
HMP requirements;
• Habitat monitoring standards and protocols;
• Adaptive management guidelines and review schedules;
• Data collection methods and standardized formats (to facilitate City-wide
summaries and annual reporting);
• Preserve management plan preparation guidelines, schedule, and format.
The Preserve Management Plan should:
• Provide an overall vision of preserve area and its role in the City-wide
preserve system;
• Identify the covered species that occur or have the potential to occur in the
preserve area and associated target species for management;
• Identify primary goals and objectives tied to the conditions of the HMP and
Implementing Agreement as well as broader open space management goals;
• Describe preserve-level and subregional monitoring activities;
• Develop a comprehensive list of ASMDs for the preserve area.
TAIC will train the Preserve Managers and Planning Department staff in using and
interpreting the guidelines. TAIC will prepare a PowerPoint presentation for trainees that
outlines the habitat and preserve management guidelines and will conduct internal
workshops to train Preserve Managers and City personnel.
Assumptions/Deliverables
1. Two (2) meetings with City's Planning staff to review assumptions and discuss
guidelines;
2. Draft and final of Habitat and Preserve Management Guidelines document;
3. One round of comments and revisions with City staff;
4. PowerPoint Presentation and one internal workshop for City staff not to exceed 4
hours.
Task 4 - Preparation of Public Outreach Plan
Public support is essential for the successful implementation of the HMP, and public
education is a critical issue for preserve management because a well-informed public is a
good partner in preserve protection. Many HMP issues have an important public
education/information component to the solution. Therefore, there is a substantial need
for a comprehensive public education and information program to be established
city wide.
TAIC will work with City staff to develop a public outreach plan to implement and
coordinate public outreach across the HMP area. This public outreach plan will include a
description of how to apply the following tools to improve public knowledge,
involvement, and cooperation with open space conservation:
• Expansion of the "Let's Talk About..." series to include additional issues
addressed the OSMP that requires public outreach and education in the solutions
(e.g., domestic pets in preserves, landscaping and irrigation, off road vehicle use,
etc.);
• Development of public service announcements and public access/local television
programs featuring open space issues in Carlsbad;
• Development and distribution of public outreach materials through HOAs,
shopping centers, businesses, schools, and service groups;
• Establishment of an HMP/OSMP website with information and announcements
on open space issues, volunteer activities, management of each preserve area,
links to GIS data in the OSMP Inventory, species and habitat information, and
recreational information;
• Possibly development of Carlsbad Volunteer Program, including
• Open Space Schools program to educate school children about the open
space in their neighborhoods and the species and habitats that are their
"neighbors"
• Boy and Girls Scouts program to foster community service
• Programs for public outreach to encourage "best management practices"
of residences living near preserves to control edge effects such as
beneficial landscape practices and domestic pets allowed to roam in the
preserves
• Programs for volunteerism and involvement of school and community
groups to foster a sense of stewardship in the preserves
• Specifications for signage and educational kiosks to inform those using the trail
systems.
Assumptions/Deliverables
1. Assume one (1) meeting with Carlsbad staff to discuss expectations and
implementation approach for the outreach program;
2. Draft and final of Public Outreach Plan document;
3. One round of comments and revisions with City staff.
Task 5 - Reconciliation of Baseline HMP GIS Layers
The current HMP establishes percent conservation goals based on the overlay of habitat
preserve areas with biological resources data layers (vegetation, species locations). To
proceed with the first annual report, TAIC will reconcile the baseline HMP GIS data
layers with updated parcels and other data sources. The will result in a more accurate set
of baseline numbers to reduce the discrepancies and confusion for subsequent
comparisons with the baseline calculations. TAIC will meet with the City staff to review
the results of the baseline data reconciliation and determine how best address data
changes with the USFWS. In addition, TAIC will coordinate with SANDAG and
wildlife agency staff responsible for implementing Habitrak to define and document the
appropriate procedures for address changes to preserve boundaries and categories and
updates/improvements to biological resources data.
Assumptions/Deliverables
1. Assume one (1) meeting with Carlsbad staff to discuss assumptions and approach;
2. TAIC will coordinate with City GIS staff to transfer appropriate GIS files;
3. Assume one (1) meeting with Carlsbad staff to review results;
4. Assume one (1) meeting with wildlife agencies to review results;
5. Does not include revisions and updates to vegetation mapping.
Cost Estimate
TAIC will to complete this project on a Time & Materials basis with a Not-to-Exceed
value of $81,965.00 (see Table 1 attached). Actual costs may be lower if the estimated
hours and effort are not required to fully complete the scope. TAIC will provide monthly
invoices using the Schedule of Fees included in Appendix A. Each invoice will include a
detailed progress report indicating activities completed in that time period and any
problems or issues to be resolved. TAIC will coordinate project schedule with the City of
Carlsbad.
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Subtotal(Dn
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3.
(D
Subtotal1
Program Manager II
Patrick Atchison
Project Manager I
Scott Fleury
Senior Biologist I
Christina Schaefer
Staff Biologist 1 1
Rosanne Humphrey
Staff Biologist III
Mark Roll
Senior CIS Programmer II
Greg Nichols
Senior GIS Specials! 1 1
Debbie Turner
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Fee Schedule for
Carlsbad Preserve Steward - One Time Support Tasks
Program Manager I $ 145.00
Program Manager II $135.00
Program Manager III $130.00
Project Manager I $125.00
Project Manager II $ 120.00
Project Manager III $110.00
Senior Biologist I $125.00
Senior Biologist II $110.00
Senior Biologist III $95.00
Staff Biologist I $80.00
Staff Biologist II $75.00
Staff Biologist III $65.00
Senior GIS Programmer I $125.00
Senior GIS Programmer II $100.00
Senior GIS Programmer III $95.00
Senior GIS Specialist I $90.00
Senior GIS Specialist II $85.00
Senior GIS Specialist III $80.00
Staff GIS Specialist I $70.00
Staff GIS Specialist II $65.00
Staff GIS Specialist III $60.00
Biologist/GIS Intern I $55.00
Biologist/GIS Intern II $45.00
Administrative/Word Processing $45.00
Patrick Atchison
Scott Fleury
Christina Schaefer
Roseanne Humphrey
Greg Nichols
Debbie Turner
Shannon Race
The rates listed above are valid for the one year after Notice-to-Proceed. Rates are
subject to no more than a 4% increase annually.
TAIC
Technology Associates International Corporation
www.taic.net
CERTIFICATE OF BOARD RESOLUTION
THE UNDERSIGNED, Secretary to the Technology Associates International Corporation, hereby certifies that
the following resolution was adopted by the Board of Directors at its meeting July 7, 2006.
RESOLVED that the Board of Directors grants the Director of Contract Administration authority to negotiate
and bind the Corporation in all contractual matters.
FURTHER RESOLVED that the Director of Contract Administration is authorized to delegate the negotiation
and execution of contracts up to $100,000 to a Contracts Administrator.
FURTHER RESOLVED that the Director of Contract Administration is to notify the Chief Operating Officer of
execution of contracts with a funded action greater than $1,000,000.
STEPHEN MEYER attests and witnesses that he is the duly elected Secretary of the Corporation, the above
actions were duly approved by the Board of Directors and that the following signature is true and correct.
5962 La Place Court, Suite 225, Carlsbad, CA 92008
Phone (760) 603-1195; Fax (760) 603-1206