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Center for Natural Lands Management; 2016-12-15;
City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR MANAGEMENT, MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE PRESERVES CENTER FOR NATURAL LANDS MANAGEMENT This Amendment No. 4 is entered into and effective as of the _______ day of ___________________________, 20___, extending the agreement dated December 15, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Center for Natural Lands Management, (“Contractor") (collectively, the “Parties”) for management, maintenance and monitoring of open space preserves. RECITALS A. On December 15, 2016, the Parties entered into the Agreement. B. On November 9, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of one additional year; and C. On November 5, 2018, the Parties executed Amendment No. 2 to extend and amend the Agreement for a period of one additional year including management and monitoring of the Village H property; and D. On November 5, 2019, the Parties executed Amendment No. 3 to the Agreement to extend and fund the Agreement for a period of one additional year; and E. The Parties desire to extend and fund the Agreement for a period of one year. 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 December 15, 2021 on a time and materials basis not-to-exceed two hundred forty-eight thousand eight hundred and twenty dollars ($248,820.00). 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. /// /// /// DocuSign Envelope ID: F8275C03-30F4-40C2-81B6-5EB315D8907B 20 October 20 City Attorney Approved Version 1/30/13 2 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager or Designee (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: F8275C03-30F4-40C2-81B6-5EB315D8907B Melanie Barranco, Co-Exec Director Isabella Gelmi, Secretary ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/8/2020 License # 0C36861 (703) 397-0977 (703) 397-0995 20281 Center for Natural Lands Management 27258 Via Industria Ste B Temecula, CA 92590 25674 19445 A 1,000,000 X 35351713 10/5/2020 10/5/2021 1,000,000 10,000 1,000,000 2,000,000 Included Host Liquor Included 1,000,000A 73600092 10/5/2020 10/5/2021 5,000,000A 7975-64-43 10/5/2020 10/5/2021 5,000,000 B Excess Liability ZUP-21N80920-20-NF 10/5/2020 Aggregate 5,000,000 C Professional Liabili 13470865 5/26/2020 5/26/2021 Professional 1,000,000 The City of Carlsbad, its officials, employees and volunteers are named as Additional Insured as their interests may appear with regard to the Agreement for Management, Maintenance and Monitoring of the City of Carlsbad Open Space Preserves (Center for Natural Lands Management) City of Carlsbad Parks and Recreation Department Attn: Jennifer Marinov 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 CENTFOR-04 AHILL Chantilly-Alliant Ins Svc Inc. 4530 Walney Rd Ste 200Chantilly, VA 20151-2285 Anna Hill Federal Insurance Company Travelers Property Casualty Company of America National Union Fire Insurance Company of Pittsburgh, Pa. 10/5/2021 X X X X X X SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 09/25/2019 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 CENTER FOR NATURAL LANDS MANAGEMENT 27258 Via Industria Ste B Temecula CA 92590 5Star V3 National Liability & Fire 1269544 A Y N V9WC032832 09/15/2019 09/15/2020 1,000,000 1,000,000 1,000,000 City of Carlsbad Parks and Recreation Department, Attn: Jennifer Marinov 799 Pine Avenue, Suite 200 Carlsbad CA 92008 AMENDMENT NO. 3 TO EXTEND AND FUND AGREEMENT FOR MANAGEMENT, MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE PRESERVES CENTER FOR NATURAL LANDS MANAGEMENT This Amendment No. 3 is entered into and effective as of the --:f-th day of Q." ~ , 2015_, extending the agreement dated December 15, 2016 (th?Ag~ement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Center for Natural Lands Management, ("Contractor") ( collectively, the "Parties") for management, maintenance and monitoring of open space preserves. RECITALS A. On December 15, 2016, the Parties entered into the Agreement. B. On November 9, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of one additional year; and C. On November 5, 2018, the Parties executed Amendment No. 2 to extend and amend the Agreement for a period of one additional year including management and monitoring of the Village H property; and D. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 15, 2020 on a time and materials basis not-to-exceed two hundred forty-eight thousand eight hundred and twenty dollars ($248,820.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will 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, will include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR: CENTER FOR NATURAL LANDS MANAGEMENT (sign here) Isabella Gelmi, Corporate Secretary (print name/title) By: (sign here) (print name/title) co By: esignee ATTEST: \Jl:vma Jm,an~ \#ARBARA ENGLESON \T City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County ~f e\\}Q,{ 2>\ Q(: -} on Ot :\:o\Je ( \\v.) 2,0\ c1 Date before me, _.,,,,_L,_,_· -'--\ ~---"""''--"'<.l'--'-ir-''-'-'-L--L'-'-'--c:+~F-==....!..!.."""'--,--- personally appeared ----"-'-l..::....S._Q__,__'O'---t--'-\ \__,G~\---'l.._J...,,,e'--'\~ro .... -...... ~ _· ______________ _ Name(i, of Signer~ who proved to me on the basis of satisfactbry evidence ttthe person(~ whose name~-~ subscribed to the within instrument and acknowled~d to me that he sh #tey-execufed the same in -his~~- authorized capacity(1¢), and that by~ hel}'t-l:.etr signature on the instrument the person~, or the entity upon beha'lf of which the person(1 acte , executed the ins rument. · '\\\lltr,1 ,'\, \\.S l.Eo,. ', ' ,. ,, , ,' ,'\~1155 ~1 ,, .., i ,--,y I" /"',,,::, , .,__. •i>·'' o, ' - ,: ~4, _o"' J('('(.;:r;~ <.,(,, ··-; • ... -.?j ~~c,,; .... , v~ ,~. Y ..,. 0 ': l· -!\ ~. ...,. V ~-V•'~;-,C?·d, ,., ~ ··~:};1,-;,j ,.. -~~-~."l'.V ----z.· 0 ~~,.~·f\'\1--\)"'-.o ... ,..'l 'I' 1 · ~' , ... ,.l_ ~, .. , c, '£.;1::-c i FCI"-'' f". '.".r', , 0;1 ··Ps1,v-,~O' ""' ..,,, ,, V/_!J// ,, uC ·-' ~ l._,yV, , , • t,\j','IRC;; 0\ '\ \ ,,,, .. ,, Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State qf California that the foregoing paragraph is true and correct WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: ____________________________ _ DocumentDate: ______________________ Numberof Pages: ____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title{s): _______ _ □ Partner -.□ Limited □ General □ Partner -□ Limited □ General □ Individual □ Attorney in Fact D Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian· of Conservator □ Other: □ Other: Signer is Representing: _________ _ Signer is Representing:-----~---- ©2017 National Notary Association RESOLUTION No. 290-19 BOARD OF DIRECTORS CENTER FOR NATURAL LANDS MANAGEMENT Board of Directors' Special Meeting of February 28, 2019 Granting Authority to Chief Financial Officer and Corporate Secretary to Assume and Execute Executive Director/President Duties on Financial and Acquisition Transactional Matters under Certain Enumerated Conditions WHEREAS, the Board of Directors (Board) of the Center for Natural Lands Management (CNLM) recognizes that on occasion the Executive Director/President of CNLM may not be able to perform requisite duties as a corporate officer, and that for CNLM to continue to accomplish its mission, a temporary succession vehicle is necessary for continued operation of the organization. THEREFORE BE IT RESOLVED, that in the event that the Executive Director/President of CNLM is unable to fulfill his/her function, whether as a result of incapacitation, leave of absence, or other cause, the Chief Financial Officer and the Corporate Secretary, individually, shall, at the written direction of the Board Chair and acceptance thereof, assume and execute those transactional duties conducted in the ordinary course of business by the Executive Director/President as those duties are described generally in the CNLM Restated Bylaws and by Board-adopted resolutions No. 149-08 (Approving the Signatories on Banks and Other Financial Institutions Accounts), No. 196-12 (Authorization to Enter into Real Estate Transactions on Behalf of the Center for Natural Lands Management), and No. 202-12 (Authorizations to Enter into Non-Real Estate Contracts and Financial Payment Transactions of the Center for Natural Lands Management). Approved and adopted by the Board of Directors on this date. -e Chris Lee, Chairman ~rd of Directors Center for Natural Lands Management Votes: Ayes: _5_ Nays: _Q_ Abstained: _Q_ Absent: _4_ Center for Natural Lands Management A non-profit organization for the protection and management of natural resources February 28, 2019 Ms. Melanie Barranco Ms. Isabella Gelmi Center for Natural Lands Management 27258 Via lndustria, Suite B Temecula, CA 92590 Dear Mses. Barranco and Gelmi: 27258 Via lndustria, Suite B Temecula. CA 92590-3751 Phone: 760.731.7790 Fax: 760.731.7791 www.cnlm.org I have determined that the staff position of Executive Director/President of the Center for Natural Lands Management (CNLM) is temporarily vacant. Pursuant to Resolution No. 290-19, I am requesting on behalf and with support of the Board of Directors that you each assume the financial, acquisition, grant, and other contractual transaction obligations conducted in the ordinary course of business by the CNLM Executive Director/President's until such time as that staff position is filled. Please acknowledge by executing below where noted. and I thank you for your dedication to CNLM. Chris Lee Chairman of the Board of Directors Acceptance: ~ Isabella Gelmi, Corporate Secretary CENTFOR-04 AHILL ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 10/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riQhts to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 22~!~cT Anna Hill Chantilly-Alliant Ins Svc Inc. rit)8,Nrl'o, Ext): (703) 397-0977 rie~, No):(703) 397-0995 4530 Walney Rd Ste 200 E-MAIL Chantilly, VA 20151-2285 ADDRESS: f ,~,~-SJ mOSO ... -AAO, "'°' 1NSURERA ,Federal Insurance Company 20281 INSURED INSURER B : Travelers Property Casualty Company of America ,2567 4 Center for Natural Lands Management INSURER c : National Union Fire Insurance Company of Pittsburgh, Pa. 19445 27258 Via lndustria Ste B •="•' ,_r" Temecula, CA 92590 INSURER E : - INSURER F: COVERA GES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01W1THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN ISSUBJECTTOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INJ~ ~ TYPE OF INSURANCE ~-~P..l-~.U.Ff~r POLICY NUMBER POLICY EFF -• .':P.~.!S,l_EXP I LIMITS A X COMMERCIAL GENERAL LIABILITY l EACH OCCURRENCE $ 1,000,000 X ' DAMAGE TO RENTED 1,000,000 CLAIMS-MADE OCCUR X 3535-17-13 EUC / 10/5/2019 10/5/2020 PREMISES (Ea occurreoce)___ S t 10,000 " MED EXP (Any one person)_~$ PERSONAL & ADV INJURY s 1,000,000 .J GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE ls 2,000,000 X POLICY ~ta LDC PRODUCTS -COMP/OP AGG s Included OTHER. I Host Liquor $ Included A AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT 1,000,000 ~denl) $ X ANY AUTO 7360-00-92 10/5/2019 10/5/2020 BODILY INJURY (Per person) -$ 1 OWNED SCHEDULED 1 AUTOS ONLY AUTOS BODILY INJURY (F:_er accident) $ , ~L'WfsoNLY ~8fo~~1.~ I I PROPERTY DAMAGE f (Per accidei,!) $ $ / A X UMBRELLA LIAB X OCCUR , EACH OCCURRENCE j $ 5,000,000 EXCESS LIAB _l CLAIMS-MADE I 7975-64-43 10/5/2019 10/5/2020 AGGREGATE 5,000,000 --.s OED RETENTIONS s .J WORKERS COMPENSATION I PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER YI N LE.LEACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE N/A • $ lffFICER/MlM~~R EXCLUDED? andalory n ) f E.L. DISEASE· EA EMPLOYEi $ ~l;~~~tfi8~ o"f~PERATIONS below I E.L. DISEASE -POLICY LIMIT $ B Excess Umbrella I ZUP-21 N80920-19-NF 10/5/2019 10/5/2020 A ggregate 5,000,000 C Professional Llabili 13469572 5/26/2019 5/26/2020 Professional 1,000,000 ✓ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarlts Schedule, may be attached if more space Is required) The City of Carlsbad, its officials, employees and volunteers are named as Additional Insured as their interests may appear with regard to the Agreement for Management, Maintenance and Monitoring of the City of Carlsbad Open Space Preserves (Center for Natural Lands Management) ✓ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Parks and Recreation Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jennifer Marinov 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CHUBB .. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued OCTOBER 5, 2019 TO OCTOBER 5, 2020 OCTOBER 5, 2019 3535-17-13 EUC ./ CENTERFORNATURALLANDSMANAGEMENT FEDERAL INSURANCE COMPANY OCTOBER 16, 2019 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated. pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/DD/YYYY) ~ 09/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER \.UNTACT NAME: Automatic Data Processing Insurance Agency, Inc. PHONE I FAX IAJC No Extl: (AJC Nol: E-MAIL ADDRESS: 1 Adp Boulevard INSURER(S) AFFORDING COVERAGE NAIC# Roseland NJ 07068 INSURER A: 5Star V3 National Liability & Fire INSURED INSURERB: CENTER FOR NATURAL LANDS MANAGEMENT INSURERC: 27258 Via lndustria Ste B INSURERD: INSURERE: Temecula CA 92590 INSURERF: COVERAGES CERTIFICATE NUMBER: 1269544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICYEFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYYl (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ f--~ CLAIMS-MADE □ OCCUR f-- u"'""'-'" '; ri""" 1t,u PREMISES Ea occurrence) $ MED EXP (Any one person) $ f-- PERSONAL & ADV INJURY $ f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ □PRO-DLoc PRODUCTS· COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY o.;uMBINED1?NGLE LIMIT /Ea accident $ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY /Per accident\ $ -- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION IXI ~ffruTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN A ANY PROPRIETOR/PARTNER/EXECUTIVE ~ NIA N V9WC032832 09/15/2019 09/15/2020 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes. describe under v ✓ DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 " DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CA NC ELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad Parks and Recreation ACCORDANCE WITH THE POLICY PROVISIONS. Department, Attn: Jennifer Marinov AUTHORIZED REPRESENTATIVE 799 Pine Avenue, Suite 200 r(""l-hl~ Carlsbad CA 92008 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC0403 06 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you fo obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be .!.:91_ % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization Blanket Waiver -Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Schedule Job Description All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below ls required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. V9WC032832 / Endorsement No. Insured Insurance Company Countersigned By ______________________ _ ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reseived. AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR MANAGEMENT, MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE PRESERVES CENTER FOR NATURAL LANDS MANAGEMENT This Amendment No. 2 is entered into and effective as of the 5th day of ()nu Q,..Yy)b9&. , 20.JZ extending and amending the agreement dated December 15, 2016 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Center for Natural Lands Management, a 501 (c)(3) nonprofit corporation, ("Contractor") (collectively, the "Parties") for management, maintenance and monitoring of open space preserves. RECITALS A. On December 15, 2016, the Parties entered into the Agreement. B. On November 9, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of one additional year; and C. The Parties desire to alter the Agreement's scope of work to include management and monitoring of the Village H property; and D. The Parties desire to extend the Agreement for a period of one year; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those additional services related to management and monitoring of the Village H property and as described in Exhibit "A". 2. With the additional scope of work combined with the original scope of work, the total annual Agreement compensation amount payable from City to Contractor for this additional contract year shall not exceed two hundred forty-eight thousand eight hundred and twenty dollars ($248,820.00). 3. Out of the not-to-exceed two hundred forty-eight thousand eight hundred and twenty dollars ($248,820.00), City will pay Contractor for all work associated with those services described in Exhibit "A" related to management and monitoring of the Village H property on a time and materials basis, and additional as needed services on an approved proposal basis, in an amount not-to-exceed forty-nine thousand seven hundred and sixty-four dollars ($49,764.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 4. Contractor will complete all work described in the scope of work contained in the original Scope of Services as well as the attached Exhibit "A" by December 15, 2019. City Attorney Approved Version 1/30/13 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment 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 Amendment. CONTRACTOR (orint name/title) C '( ~ LV il v 1:::-0 i \'Z.-F-L TT)"y2._ By: (sign here) (print name/title) ATTEST: Ual'(fr.nn.Km UL,J ~ARBARA ENGLESON LJ -c.;ity Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation !!!.!!fil 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: City Attorney BY:_~-~--- Assistant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The Village H Property shall be added to the City's inventory of preserves identified in the 2017- 2021 Preserve Management Plan (Plan) and shall be subject to all management and monitoring services described in the Plan, in accordance with the existing Agreement. The Center for Natural Lands Management (CNLM) shall furnish all labor, materials, equipment, and transportation to perform the subject management and monitoring services at the Village H Property on an on-going basis. Services will commence following a notice to proceed from City. Village H Property management and monitoring shall include, but not be limited to: • Vegetation mapping • Sensitive species surveys • Brow ditch cleaning • Eucalyptus tree and non-native vegetation removal and limbing o Initial Eucalyptus tree removal and limbing to be performed by others, prior to NTP • Weed removal • Debris removal • Trash removal • Wildlife tunnel and pipe gate (M1-2) maintenance • Patrol and enforcement PROPOSED COST OF SERVICES CNLM shall submit invoices by the 5th day of the month for tasks performed in the previous month. Invoices shall provide detailed records of all monthly tasks performed and include all required reports of preserve management services. Payments shall be based on actual monthly tasks performed and may be different from amounts estimated below. Additional as-needed tasks must be pre-approved by City. Item# Description Annual Not-to- Exceed Amount 1 Initial Agreement $199,056 2 Village H Property $34,679 Subtotal $233,735 3 Additional As-Needed Services, Subject to Approval $15,085 Total $248,820 The total fee payable for services for the duration of this one-year extension of the Agreement shall not exceed two hundred forty-eight thousand eight hundred and twenty dollars ($248,820). City Attorney Approved Version 1/30/13 3 CENTFOR-04 AHILL ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 2RAA!~cT Anna Hill Chantilly-Alliant Ins Svc Inc. rit:g,NJo, Ext): (703) 397-0977 IFAX (A/C, No):(703) 397-0995 4530 Walney Rd Ste 200 i~D'M~ss: Chantilly, VA 20151-2285 INSURER(SI AFFORDING COVERAGE NAIC# 1NSURER A: Federal Insurance Company 20281 INSURED INSURER B : Travelers Property Casualty Company of America 25674 Center for Natural Lands Management INSURER c : National Union Fire Insurance Company of Pittsburgh, Pa. 19445 27258 Via lndustria Ste B INSURERD: Temecula, CA 92590 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~~J'~ ~~ POLICY NUMBER POLICYEFF POLICY EXP LIMITS I TR . A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE [K] OCCUR ~~~t*iJ9F~~~~r?ence\ 1,000,000 X 35351713 10/05/2018 10/05/2019 $ - MED EXP IAnv one oerson) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY D ~l8r D Loc PRODUCTS -COMP/OP AGG $ Included OTHER: Host Liquor $ Included A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accident' $ X ANY AUTO (17)7360-00-92 10/05/2018 10/05/2019 BODILY INJURY (Per oerson) $ ~ OWNED ~ SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident) $ ~ ~GRT'b°s ONLY ~ ~8ro'§"mi~ 1P~7~.\'c\'leit?AMAGE $ $ A X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE 79756443 10/05/2018 10/05/2019 AGGREGATE $ 5,000,000 / DED I I RETENTION $ $ A WORKERS COMPENSATION XI ~ffrnTE I I OTH-AND EMPLOYERS' LIABILITY ER YIN (19)7176-52-68 09/15/2018 09/15/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ ~m:~ft"f~g~ ~t~PERATIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 B Excess Liability ZUP-21 N80920-18-NF 10/05/2018 10/05/2019 Aggregate 5,000,000 C Professional Liabili 036056122 05/26/2018 05/26/2019 Professional 1,000,000 ./ DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remar1<s Schedule, may be attached If more space Is required) The City of Carlsbad, its officials, employees and volunteers are named as Additional Insured as their interests may appear with regard to the Agreement for Management, Maintenance and Monitoring of the City of Carlsbad Open Space Preserves (Center for Natural Lands Management) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Parks and Recreation Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Jennifer Marinov 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CHUBB. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued OCTOBER 5, 2018 TO OCTOBER 5, 2019 OCTOBER 5, 2018 3535-17-13 EUC CENTER FOR NATURAL LANDS MANAGEMENT FEDERAL INSURANCE COMPANY OCTOBER 11, 2018 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 {Rev. ~7) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 CHUBB. Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated. pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsemsnt Page 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause• need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 09/15/18 (DATE) at 12:01 A. M. standard time, forms a part of Policy No. (19)7176-52-68 of the FEDERAL INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to CENTER FOR NATURAL LANDS MANAGEMENT Endorsement No. Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for the blanket waiver offered by this endorsement shall be 1.00 % of total California premium. Schedule Person or Organization BLANKET WAIVER -ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (Ed. 7-08) Job Description ALL CALIFORNIA OPERATIONS AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR MANAGEMENT, MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE PRESERVES CENTER FOR NATURAL LANDS MANAGEMENT c:-, ,r This Amen1ment No. 1 is entered into and effective as of the /¥../7 day of f )rio-.(:_mk~j]_{' , 2011, extending the agreement dated December 15, 2016 (thef''Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Center for Natural Lands Management, a 501 (c)(3) nonprofit corporation, ("Contractor") (collectively, the "Parties") for management, maintenance and monitoring of open space preserves. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 15, 2018 on a time and materials basis not-to-exceed one hundred ninety-nine thousand and fifty-six dollars ($199,056). 2. All other provisions of the Agreement, as may have been amended from time to time, will 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, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR: CENTER FOR NATURAL LANDS MANAGEMENT ----- (s1gn here DAViQ.R-:B:l~i;'NNER, President (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: F City~ If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:--~::......_·-~---"-~-/=----- A~~istant City Attorney ll:j/7 City Attorney Approved Version 1 /30/13 2 CENTFOR-04 AHILL ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 10/6/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the tenns and conditions of the policy, certain pollcles may require an endorsement A statement on this certificate does not confer rights to the certlftcate holder In lieu of such endorsement(s). PRODUCER License #/. OC36861 ~I~cr Anna Hill Chantllly-Alllant Ins Svc Inc. ~Nie, Extl:(703) 397-0977 I fffc Nol: (703) 397-0995 4530 Walna Rd Ste 200 E-MAIL Chantllly, 20151-2285 ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED INSURER B: Pacific Indemnity Company 20346 Center for Natural Lands Management INSURER c : Travelers Property Casualty Company of America 25674 --. 27258 Via lndustrla Ste B .,.SURER D : National Union Fire Insurance Company of Pittsburgh, Pa. 19445 Temecula, CA 92590 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRI TYPE OF INSURANCE l1NSD POLICY NUMBER IM~~ .~~ UIIITS LTR I WVD A !:=JSMMERCIAL GENERAL LIABILITY Ix EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE ~ OCCUR 35351713 10/05/2017 10/05/2018 UAMAl.,c TO KcN I tcD $ 1,000,000 PREMISES (Ea occurrence\ ! MED EXP (Any one person) $ 10,000 ~ PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 ~ POLICY PRO-DLoc PRODUCTS -COMP/OP AGG $ Included JECT I OTHER i Host Liquor $ Included AUTOMOBD.£ UABIUTY i COMBINED SINGLE LIMIT $ 1,000,000 IEa accident\ A x ANY AUTO 73600092 10/05/2017 10/05/2018 BODILY INJURY (Per p~rson) $ -ALL OWNED ~-: SCHEDULED AUTOS 1 AUTOS BODILY INJURY (Per accident) $ ---=J NON-OWNED I PROPERTY DAMAGE HIRED AUTOS AUTOS I (Per accident) $ --·------··-.. --- I ! I $ I X UMBRELLA UAB ~~ OCCUR i EACH OCCURRENCE $ 5,000,000 - 10/05/2017 i 10/05/2018 A EXCESSUAB I I CLAIMS-MADE 79756443 AGGREGATE $ 5,000,000 v DED I I RETENTION$ I $ WORKERS COMPENSA110N XI ~-ffTuTE I I OTH- AND EMPLOYERS' UABIUTY ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE D 71765268 09/15/2017 09/15/2018 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (llllndatory In NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 lf yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT ·--· $ 1,000,000 C Excess Umbrella ZUP-21 N80920-17-NF 10/05/2017 10/05/2018 Aggregate 5,000,000 I D Professlonal Llablll 022177428 05/26/2017 I 05/26/2018 Professional 1,000,000 I DESCRIP110N OF OPERA110NS / LOCA110NS / VEHICLES (ACORD 101, Additional Ramarb Schedule, may be-ched If more space Is required) The City of Carlsbad, its officials, employees and volunteers are named as Additional Insured as their interests may appear with regard to the Agreement for Management, Maintenance and Monitoring of the City of Carlsbad Open Space Preserves (Center for Natural Lands Management) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Parks and Recreation Department THE EXPIRATION DA'Tc TliEREOF, NOTICE WILL BE DELIVERED IN Attn: Jennifer Marlnov ACCORDANCE WITH THE POLICY PROVISIONS. 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 AUTHORIZED REPRESENTAllVE I ()~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CHUBB" Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued OCTOBER5,2017 TO OCTOBER5,2018 OCTOBER 5, 2017 3535-17-13 EUC CENTER FOR NATURAL LANDS MANAGEMENT FEDERAL INSURANCE COMPANY OCTOBER 5, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 8()-()2-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization fast page Endorsement Page 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause• need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 09/15/17 at 12:01 AM. standard time, forms a part of (DATE) Policy No. (18)7176-52-68 of the PACIFIC INDEMNITY COMPANY (NAME OF INSURANCE COMPANY) issued to CENTER FOR NATURAL LANDS MANAGEMENT Endorsement No. Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for the blanket waiver offered by this endorsement shall be 1.00 % of total California premium. Schedule Person or Organization BLANKET WAIVER -ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (Ed. 7-08) Job Description ALL CALIFORNIA OPERATIONS AGREEMENT FOR MANAGEMENT, MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE PRESERVES CENTER FOR NATURAL LANDS MANAGEMENT THIS AGREEMENT is made and entered into as of the I V11 day of C-C11/11ke ,204(2.. by and between the CITY OF CARLSBAD, a municipal corpora ion,("City"),and Center for Natural Lands Management,a 501(c)(3)nonprofit corporation, ("Contractor"). RECITALS A.City requires the professional services of an open space preserve land management firm that is experienced in management, maintenance and monitoring of open space preserves. B.Contractor has the necessary experience in providing professional services and advice related to management, maintenance and monitoring of open space preserves. C.City issued a Request for Proposals and Contractor submitted a bid. D.City awarded contract to Contractor and Contractor 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 the 2017-2021 Preserve Management Plan (on file with the Parks &Recreation Administration Office)and 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 (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. 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. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed one hundred ninety-nine thousand and fifty-six dollars ($199,056). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred ninety-nine thousand and fifty-six dollars ($199,056) per Agreement year.The City reserves the City Attorney Approved Version 2/29/16 1 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.PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work,cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract,shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770,1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer.Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code,which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7.STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractors 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. 8.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractors subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. City Attorney Approved Version 2/29/16 2 10.INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness,or willful misconduct of the Contractor,any subcontractor,anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment,attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' 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. 11.INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents,representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII';OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below,unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage,as Contractor deems adequate,at Contractor's sole expense.The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability Insurance.$2,000,000 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. 11.1.2 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. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability.Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: City Attorney Approved Version 2/29/16 3 111.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage.If Contractor fails to maintain any of these insurance coverages,then City will have the option to declare Contractor in breach,or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12.BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14.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. 15.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. City Attorney Approved Version 2/29/16 4 16.NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Kyle Lancaster Name Isabella Gelmi Title Parks Services Manager Title Director of Administration Department Parks & Recreation Address 27258 Via Industria, Suite B City of Carlsbad Temecula, CA 92590 Address 799 Pine Avenue, Suite 200 Phone No.760-731-7790 Carlsbad, CA 92008 Email igelmi@cnIm.org Phone No.760-434-2941 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. 17.CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code.The Contractor shall report investments or interests in all four categories. 18.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 whose services are required by this Agreement. 19.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20.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 City Attorney Approved Version 2/29/16 5 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. 21.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. 22.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. 23.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation.Contractor acknowledges that if a false claim is submitted to City,it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information.If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24.JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right City Attorney Approved Version 2/29/16 6 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. 25.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26.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. // // // // // // // // // // // // // // // // City Attorney Approved Version 2/29/16 7 27.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 CITY OF CARLSBAD, a municipal corporation of the State of California O 0 0 ='• By:_,Ja/7/0ea 11)N (Si tgall MAI -1.(LL a)Mayor(n V 4-1 CO 0 DAVID R. BRUNNER, Presidentz Z (print name/title)°4-CENTER FOR NATURAL LANDSP0 ATTEST: Ztj MANAGEMENT By: (sign here)BARBA ENGLESON City Clerk (print name/title) 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: CELIA A. BREWER, City Attorney BY: Assistant City Attorney 4-r-f(4117 City Attorney Approved Version 2/29/16 8 ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or 0validity of that document. State of California County of 12Pl1/4 -..PC\d/C2)0 _1)1\--(3 SS. On 4I -t d'a01).e ,before me,knrck.p Notary Public, DA-E 4 personally appeared Stkalak.who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument I, 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...ANNA C WEN 44WLI.Commission.. 2140248 I certify under PENALTY OF PERJURY under theNotary Public -CaliforniaZ‘,:z71.71.Mendocino Coumy laws of the State of California that the foregoing• m comm.Ex iros Feb 12, 2020 paragraph is true and correct. WITNESS my hand and official s. al./IfCr-CV w PLACE NOTARY SEAL IN ABOVE SPACE NOTARY'S SIGNATURE •T OPTIONAL INFORMATION The information below is optional. However,it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL)DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL Ark(.te-Ffla.4----(-0 vloWierrn_prc-4-.0 CORPORATE OFFICER 0 TITLE OR TYPE OF DOCUMENT PARTNER(S)MIE(S) t C)0 ATTORNEY-IN-FACT NUMBER OF PAGES0GUARDIAN/CONSERVATOR SUBSCRIBING WITNESS DATE OF DOCUMENT OTHER: OTHER SIGNER (PRINCIPAL) IS REPRESENTING:RIGHT NAME OF PERSON(S) OR ENTITY(LES)THUMBPRINT OF SIGNER -S APA 01/2015 NOTARY BONDS, SUPPLIESAND FORMS AT HTTP://WWW.VALLEY-SIERRA.COM 2005-2016VALLEY-SIERRA INSURANCE CERTIFICATION OF CORPORATE ACTION Authorization to Enter into a Management Agreement with the City of Carlsbad San Diego County, California The undersigned hereby certifies, as of the date of execution set forth below, that the Center for Natural Lands Management,a California public benefit non-profit corporation: (1)is duly organized, qualified to transact business, validly existing and in good standing under the laws of the State of California; (2)has taken the requisite corporate action to approve the transaction described above and the performance by the Center for Natural Lands Management of all required obligations of the Center for Natural Lands Management pertaining to the transaction described above; and (3)has taken appropriate action to authorize David R. Brunner, Executive Director and President, to execute and deliver all required obligations of the Center for Natural Lands Management pertaining to the transaction described above. Executed as of November 18, 2016. By:La Qft-L4—t Isabella Gelmi Corporate Secretary Center for Natural Lands Management Resolution 147-08 BOARD OF DIRECTORS CENTER FOR NATURAL LANDS MANAGEMENT Board of Directors' Meeting of December 4, 2008 Appointing New Executive Director/President of the Center for Natural Lands Management WHEREAS, this authorizes David R. Brunner to serve as the Executive Director and President of the Center for Natural Lands Management. This authorizes him to do or cause to be done all acts necessary to conduct said position. Date: December 4, 2008 David M. Ivester, Chairman Votes:Ayes 7 Nays -Abstain -Absent — Acceptance of Designation: Date: December 4, 2008 David R. Brunner EXHIBIT "A" SCOPE OF SERVICES Center for Natural Lands Management (CNLM) shall furnish all labor, materials, equipment, transportation, and services required to implement the goals and objectives identified in the 2017-2021 Preserve Management Plan (PMP).CNLM will be primarily responsible for: •Managing individual parcels according to the PMP •Monitoring species, habitats, and management actions according to the PMP •Coordinating with the Preserve Steward,other preserve managers,the City,and the Wildlife Agencies regarding open space management issues,management,and monitoring •Collecting biological monitoring data according to Multiple Habitat Conservation Program (MHCP) established protocols for preserve level, MHCP level, and regional monitoring •Submitting data to the Preserve Steward and Wildlife Agencies •GIS mapping of all potential,future mitigation projects at Lake Calavera Preserve, including GPS coordinates, habitat type analysis and GIS implementation •In coordination with the City's Public Works Environmental Management Division and representatives from the Climate Science Alliance —South Coast,incorporate Climate Smart Conservation goals, objectives and actions for the Lake Calavera Preserve and one additional upland preserve •Public outreach PROPOSED COST OF SERVICES Incremental payments will be made on a monthly basis for the tasks outlined in the PMP, which are categorized below.CNLM shall submit invoices by the 5th day of the month for tasks performed in the previous month.CNLM shall provide detailed records of all monthly tasks performed and include all required reports of preserve management services.Actual payments made to CNLM shall be based on actual monthly tasks performed and may be different from the prices estimated below.The total fee payable for the services to be performed during the initial Agreement term shall not exceed one hundred ninety-nine thousand and fifty-six dollars ($199,056).If extensions to the initial term are utilized, the total fee payable per Agreement year shall not exceed one hundred ninety-nine thousand and fifty-six dollars ($199,056). Item Description Unit Price 2017 2018 2019 2020 2021No. Lump 1 Biological Surveys Sum/year $14,895 $14,882 $26,027 $14,576 $10,090 Habitat Lump 2 Maintenance Sum/year $36,269 $37,134 $32,453 $38,661 $39,584 Water Lump 3 Management Sum/year 0 $1,020 0 0 $1,082 City Attorney Approved Version 2/29/16 9 Lump 4 Site Maintenance Sum/year $5,217 $5,369 $5,526 $5,687 $5,853 Lump 5 Reporting Sum/year $14,098 $14,521 $14,957 $15,406 $15,868 Lump 6 Operations Sum/year $27,365 $28,038 $28,729 $32,694 $30,164 General Lump 7 Maintenance Sum/year $4,920 $5,065 $5,214 $5,367 $5,525 1,500 8 Patrol/Enforcement hours/year $79,461 $82,732 $86,150 $86,278 $90,001 PROPOSAL Annual $182,225 $188,781 $199,056 $198,669 $198,167TOTAL City Attorney Approved Version 2/29116 10