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HomeMy WebLinkAboutTechnology Associates International Corporation; 2006-08-16;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 Y day of UfK-trT 2009, extending the agreement dated August 16, 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 August 16, 2006, the Parties executed an Agreement for biological consultant services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan and to provide other related biological consulting services; and B. On July 26, 2007, the parties executed Amendment No. 1 to continue to provide biological consultant services to serve as the Preserve Steward for the City of Carlsbad; and C. On July 31, 2008, the parties executed Amendment No. 2 to continue to provide biological consultant services to serve as the Preserve Steward for the City of Carlsbad; 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 August 16, 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 *By: *By: (sign here) (print name/title) (e-mail address) Here) ^ 77 r, COO (print name/title) j-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By: er Mayor ATTEST: LOKRAI Cjty Cler 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 City Attorney Approved Version #05.22.01 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 <O' day of 2008, extending the agreement dated August 16, 2006 (the "Agreement'')^ and between the City of Carlsbad, a municipal corporation, ("City"), and TAIC, a Washington Corporation , ("Contractor") (collectively, the "Parties"). RECITALS A. On August 16, 2006, the Parties executed an Agreement for biological consultant services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan and to provide other related biological consulting services; and B. On July 26, 2007, the parties executed Amendment No. 1 to continue to provide biological consultant services to serve as the Preserve Steward for the City of Carlsbad; 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 August 16, 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: CITY OF CARLSBAD, a municipal corporation/^f the State $f California City Manager or Mayor (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 City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Qg/\ Xj On 1£>&QO& before me, personally appeared S~\L^NL>(\ ^ '. (here insert n^me and title' of the officer) / (_ Viet PrtS who 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 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. SS my hand and official seal. Signature of Notary Publ: CHANOAL SALVERS CommJMton # 1805637 Notary PwMtc - CaMornia 1 •to comm. &•»•» I .2012J ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT a cumWt(Title or description of attached documWt) h Ua (Title or description of attached document\ontinued) Number of Pages 3- Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) ^ff Corporate Officer £VP 0u*& $£trtf&r-S D D D D (Title) / Partner(s) Attomey-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 signer(s) 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 signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/thoy, is /are ) 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. •5* 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 CArA vlz.iu.u/ ouu-o www.iNotaryuiasses.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. Soiytf S9S2 LA PLACE COURT, SUITE 225 CARLSBAD. CA 92008 TELEPHONE: (760)803-1196 FAX: (7J|| 431-7231 vww.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 the _o£^£^£-day of 2007, extending the agreement dated August 16, 2006 (the "Agreement") by$nd between the City of Carlsbad, a municipal corporation, ("City"), and TAIC, a Washington Corporation , ("Contractor") (collectively, the "Parties"). RECITALS A. On August 16, 2006, the Parties executed an Agreement for biological consultant services to serve as the Preserve Steward for the City of Carlsbad Habitat Management Plan and to provide other related biological consulting services; 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 August 16, 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)City Manager or Mayor (print name/title) lc,s\f\ ATTE (e-mail address) *By: (sign here) Lj&RRAI City Cle (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) THIS AGREEMENT is made and entered into as of the * day of b&J- 2Q0(*. by and between the CITY OF CARLSBAD, a municipal corporaton, ("City"), 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. 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 One Hundred Twenty-five thousand Four Hundred Seventy-six dollars ($125,476.00) 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. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version #04.01.02 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be One Hundred Twenty-five thousand Four Hundred Seventy-six dollars ($125,476.00). 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version #04.01.02 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. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability City Attorney Approved Version #04.01.02 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. 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 City Attorney Approved Version #04.01.02 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 Faraday 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, 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. City Attorney Approved Version #04.01.02 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 /o 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 1 2650 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/1 TAIOR/17 (sign here) unicipal California (print name/titlel *0 >ATTEST: (e-mail address) **By: (sign here)^5?7? _ORRAWE M. WOOD City (print name/title) (e-mail address) 8 City Attorney Approved Version #04.01.02 ACKNOWLEDGMENT State of California County of 7 ^0(0 before me./£W>^y/g: A- (here insert name'and title of tfie officer) personally appeared L^>t / pgroonally knowojp_nifi (or proved to me on the basis of satisfactory evidence) to be the person^) whose namef^)^are subscribed to the within instrument and acknowledged to me tha^fj^fehe/they executed the same in^hj^ner/their authorized capacity(ie4), and that by Kis^/her/their signature^) on the instrument the person^), or the entity upon behalf of which the person^) acted, executed the instrument. WITNESS my hand and official seal. Signature BERRIE A. SYREK Commission #1559804 Notary Public - California San Diego County My Comm. Expires Mar 15.2009 (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 CityAttorney City Attorney Approved Version #04.01.02 9 •S Hours for Preserve Steward - It is anticipated Preserve Steward position will involve an average of 20 hours per week on this project, although there may be some weeks requiring more hours (e.g. during preparation of annual report). TAIC will maintain a regular schedule and establish set time periods during the week ("office hours") when Preserve Steward will be available at the City offices. S Hours for Other TAIC Support - TAIC will have other senior biology and GIS staff available to provide oversight and technical assistance to the Preserve Steward. It is anticipated other TAIC staff would average 8 hours per week, although this will vary depending upon the issues that arise. S Work Rate Authorization - Within the parameters of the hours described above and the description of duties described below, TAIC will complete the role of Preserve Steward without individual authorizations from City staff. TAIC will track the number of hours incurred TAIC staff on a monthly basis and compare to an approved work rate. If an issue or task arises that may be outside of these parameters, TAIC will review the situation with City staff and only proceed with written authorization. S Periodic Prioritization of Preserve Steward Activities - TAIC will coordinate with the Carlsbad Planning Director and Assistant Planning Director to review and prioritize the Preserve Steward activities on a weekly basis. The types of activities are listed below and TAIC will coordinate with the Planning staff to ensure priorities are focused on compliance with HMP requirements and schedule. TAIC will review request for support from Carlsbad staff with the Planning Director and/or Assistant Planning Director prior to proceeding on a request. Description of Preserve Steward Duties TAIC will implement the Preserve Steward role in coordination with City staff. The following is an elaboration on the types of duties expected of the Preserve Steward. 1. Prepare or assist the City in preparing an annual public report on HMP implementation and status of the management, maintenance, and monitoring of the HMP preserve system. (a) Analyze information, data, and analyses from all preserve areas for integration into the annual report. (b) Coordinate input of data into HabiTrak regarding gains or losses in Carlsbad preserve network. (c) Provide GIS services to determine the acreage conserved, preserve boundary changes, updated vegetation communities mapping, and sensitive species distribution. Prepare associated report graphics. (d) Gather and summarize the management actions conducted during a given reporting year and success evaluation of the management strategy, and adaptive management strategy for the following year. (e) Gather and summarize monitoring activities and associated data and analyses on status and trends of populations of covered species and condition of habitats. (f) Compose a list of top management priorities and major threats to the preserve system, and provide a plan of action to address these issues. (g) Prepare and hold annual reporting meetings. 2. Take leadership role in overseeing and coordination of City-wide preserve management, monitoring, and reporting. (a) Establish a communication network consisting of Preserve Managers, city representatives (Planning Department, Department of Parks and Recreation, and Public Works), California Department of Fish and Game (CDFG), U.S. Fish and Wildlife Service (USFWS), California Coastal Commission, Carlsbad Watershed Network (CWN), and public interest groups. (b) Work with the Planning Department to establish a chain of command and communication protocol with City staff and the Preserve Managers for general management issues and with the Police Department, and Fire Department for emergency issues. (c) Work with the City to establish proper and City-approved communication and reporting guidelines with the wildlife agencies. 3. Communicate with the Preserve Managers, the City and the wildlife agencies. (a) Communicate with Preserve Managers regularly through email, telephone, and field visits as needed. (b) Provide quarterly memos to the City and to wildlife agencies providing a brief summary of the status of preserve management. (c) Coordinate with members of the public quarterly and annually to report on compliance monitoring success and discuss management and monitoring priorities, threats, and other issues related to each particular preserve subunit; this can be accomplished through a comprehensive annual MHCP reporting meeting to which the public would be invited. (d) Establish management goals and priorities for the Carlsbad preserve system that meet regional (MHCP planning area) and local (Carlsbad preserve system and individual subunits) needs. (e) Coordinate efforts to develop and implement area specific management directives (ASMDs) to ensure that regional and local goals are met. (f) Assist Preserve Managers in the development of preserve-specific work plans (review plans). (g) Assist the City in resolving conflicts between the preserve management plans and other public needs by consulting with the wildlife agencies and making recommendations to the City. 4. Provide science-based technical guidance and direction to Preserve Managers for survey design, data collection and analysis. (a) Work with TAIC's senior conservation biologists and GIS staff to determine optimal methodology and protocols for survey design, data collection and analysis. (b) Review biological literature as needed to ensure that the most current scientific data is incorporated into preserve management. 5. Support the City on compliance monitoring. (a) Work with Preserve Managers regularly to assess preserve management and monitoring strategies with respect to conditions, policies, and guidelines outlined in the MHCP, HMP, OSMP, and Implementing Agreement. (b) Serve as liaison between the City and Preserve Managers and wildlife agencies to coordinate compliance monitoring efforts and to enhance communication among all groups. 6. Direct the collection of all monitoring data, review all data and reports, and formulate hypotheses regarding the status of species and habitat in the preserve system. (a) With input from the City, wildlife agencies, and Preserve Managers, develop standardized reporting protocol so that data are collected and submitted consistently among all Preserve Managers. The protocol may include collecting and entering data, resource mapping, survey and monitoring methods. (b) Assist the City as-needed to create a web-based management interface, through which management reports and GIS mapping data would be available through the Internet to City staff and, selectively if desired, to the pubic (this is an optional task that was discussed with City staff during the development of the OSMP). (c) Assist the Preserve Managers in developing management and monitoring hypotheses (including assumptions and expectations for the response or outcome of management actions) for the purpose of monitoring protocol development. 7. Consult with other biologists and scientists as needed to interpret monitoring data and design. (a) While Rosanne Humphrey will be the primary staff person and point of contact for TAIC and will be the de facto Preserve Steward, TAIC will also commit the knowledge, under-standing, and skills of Dr. Scott Fleury, Christina Schaefer and the TAIC GIS staff to this project. (b) Outside biological and scientific expertise will be sought as-needed through TAIC's network of professional and academic peers. 8. Prescribe adaptive management programs when needed. (a) Assist Preserve Managers with the development of adaptive management actions by following a six step procedure: 5. Identification of the problem or management goal, ii. Design of the management action or implementation plan, iii. Implementation, iv. Monitoring of management results, v. Valuation of the results relative to the desired management goals (feedback loop), and vi. Adjustment of management actions. (b) As necessary, assist Preserve Managers with the development of monitoring and evaluation methodology. (c) Provide input on Change versus Unforeseen Circumstances. 9. Carry out research as needed within the limits of resources available to the City. (a) Determine gaps in data relevant to preserve management. (b) Work with City planning staff to prioritize research goals in order to fill these gaps. 10. Prioritize threats to the preserve system and direct management actions accordingly. (a) Provide guidelines to the City and Preserve Managers regarding potential threats to the preserve system at the local and regional level. (b) Work with Preserve Managers to prioritize these threats and their potential impacts to habitat and sensitive species for each preserve area. Use this information to determine the greatest threats to the Carlsbad preserve system as a whole, as well as individual preserves, as feasible. (c) Using the preserve management guidelines and recent scientific data, work with Preserve Managers and the City to develop a list of management actions that are targeted toward alleviating threats as much as feasible. 11. Continuously evaluate the effectiveness and efficiency of preserve management activities in view of available resources and ensure that the most cost-effective measures are consistently used. (a) Assist Preserve Managers in developing the most cost effective adaptive management actions and responses to emergencies. (b) Serve as the liaison between Preserve Managers and the City of Carlsbad to obtain approval for expenditures that are not identified in the ASMDs or annual work plans. 12. Meet with interested public parties as necessary (at least annually) to ensure that the public understands the status of management, maintenance, and monitoring of the HMP preserve system. (a) Assist the City and Preserve Managers in developing recreational and educational opportunities for the public. (b) In coordination with the City, provide and update outreach and information on the Internet. (c) Coordinate with members of the public annually to report on compliance monitoring success and discuss management and monitoring priorities, threats, and other issues related to each particular preserve subunit; this can be accomplished through a comprehensive annual MHCP reporting meeting, to which the public would be invited. This meeting would provide a forum for the scientific community and general public to ask questions, make comments, and express concerns regarding preserve management. 13. Serve as the City's technical expert on preserve management. (a) Provide thorough understanding of all pertinent conservation planning documents and wildlife agency regulations. (b) Work with TAIC's senior conservation biologists to ensure that the most effective preserve strategies are used. 14. Assist the Planning Department staff in the review of project related biological reports and project related preserve management plans. (a) As time permits, provide technical assistance and resource management expertise to planning staff as needed for biological reports and preserve management plans. (b) Communicate with wildlife agencies as needed for preserve-related projects. 15. Provide advice to the Planning Department on determining precise preserve boundaries and proposed modifications to existing boundaries. (a) Use current habitat mapping and available species databases (USFWS, USFS, MSCP, SDNHM, CNDDB, etc.) to determine the potential or known occurrences of sensitive species within the preserve boundary. (b) Use available vegetation communities mapping data to determine the location of the most sensitive habitats and patches of invasive species. (c) Make recommendations for additional species surveys and habitat assessments as necessary to fill important data gaps. (d) Use the preserve data listed above and guidance documents (OSMP, HMP, Implementing Agreement, MHCP, and relevant biological resources permits) to make boundary adjustment recommendations. (e) In coordination with the Preserve Managers, make management recommendations (e.g., the use of controlled burns, mowing, weed removal, exotic animal control, restoration, and erosion control). 16. Assist in other biology-related tasks for implementation of the HMP as determined by the Planning Director. 17. Identify grants opportunities related to HMP Implementation and prepare grant applications as directed by the Planning Director. Compensation TAIC will to complete this project on a Time & Materials basis with a Not-to-Exceed value of $125,476 per year (see Table 1 below). 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. Reimbursable expenses will be handled in the following manner: S Mileage. Mileage will not be charged for travel by the Preserve Steward from home to Carlsbad, and for mileage to meetings and other activities within the City limits. Mileage traveled by the Preserve Steward to meetings outside of the City will be tracked and charged. S Four-wheel drive. TAIC does not maintain a four-wheel drive vehicle for company use. On the rare occasion that the Preserve Steward activities require four-wheel drive, TAIC will rent a vehicle and charge the fees to the project. Period of Performance The contract period of performance will be for 1 year from the date of contract execution. This contract can be renewed up to 3 additional option years. Table 1 : Budget Summary Category Name Hours Per Rate Amount Week Staff Biologist II (Preserve Steward) Senior Biologist I / Project Manager I Senior Biologist I Senior GIS Programmner HI Senior GIS Specialist II Miscellaneous Expenses Total Per Week Total Annual (52 Weeks) Rosanne Humphrey Scott Fleury Christina Schaefer Greg Nichols Debbie Turner (Mileage, Fedex, GIS Use Fee, etc.) 20 2 2 2 2 $75 $125 $125 $100 $85 $1,500 $250 $250 $200 $170 $43 $2,413 $125,476 Fee Schedule for Carlsbad Preserve Steward - Year 1 Program Manager I $ 145.00 Program Manager II $ 13 5.00 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.