HomeMy WebLinkAboutCenter for Natural Lands Management; 2008-12-16;AMENDMENT NO.l TO EXTEND THE AGREEMENT FOR CONSULTING SERVICES TO
PERFORM MAINTENANCE, MANAGEMENT, AND MONITORING OF CITY-OWNED OPEN
SPACE PROPERTY WITHIN THE HABITAT MANAGEMENT PLAN PRESERVE
(Center for Natural Lands Management - CNLM)
This Amendment No. I is entered into and effective as of the &a "n day of
ktc~,dkk.- , 200e, extending the agreement dated December 16, 2008 (the
"Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the
Center for Lands Management, a California 501 (c)(3) nonprofit corporation, ("Contractor")
(collectively, the "Parties").
RECITALS
A. On December 16, 2008, the Parties executed an Agreement for the maintenance,
management, and monitoring of the habitat management plan preserve open space; 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. That the Agreement, as may have been amended from time to time, is hereby
extended and funded for a period of one (1) year ending on December 16, 201 0 on an agreed
price basis not-to-exceed One Hundred Sixty-nine Thousand, Four Hundred-twelve dollars and
051100 ($169,412.05) as per the scope of work dated October 2, 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 CITY OF CARLSBAD, a municipal
Lands Manageme corporation of the State of California
--" - -- //---
*By: , - - >' ec
\ '-,--_... (sign-lrere)
9w.o ~@;QNEK! ?I%< /,/- xF-c, - a,,t C FLY
(print nameltitle) ATTEST:
/ (e-mail address)
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If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
Msistant City Attorney
City Attorney Approved Version #05.22.01
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California I
,
On I 1 ' Date before me, n lh,hlk~,/ Here lnserf (/U~tr~y Name and T~tl# of the Off~cer !dbii) I
personally appeared V
Name@) of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the personp) whose namep) idwe subscribed to the
within instrument and acknowledged to me that
he/- executed the same in his/h&tWr authorized
capacityftes2, and that by his/ker#keir signaturew on the
instrument the person@), or the entity upon behalf of
which the person(@ acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Place Notary Seal Above Signature Signature of Notary Public
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: kflbt"$lhwl+ I\)o * XI ~r4cq d @, c?e&Lr Cofi~u 1 h
Document Date: /J Number of Pages: 3 - Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
n
&vsd !$p,,,,&/ Signer's Name: 1
Individual
Corporate Officer - Title(s):
Partner - Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
Partner - Li ited General
Attorney in Fact
Trustee 1
Guardian or Cons rvator
Other: I
Signer Is Representing:
02007 National Notary Association. 9350, De Soto Ave., PO. Box 2402 Chatsworth, CA 9131 3-2402. www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827
Resolution 147-08
BOARD OF DIRECTORS
CENTER FOR NATURAL LANDS MANAGEMENT
Board of Directors' Meeting of December 4,2008
Appointing New Executive DirectorlPresident
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
Votes: Ayes ? Nays - Abstain - Absent -
Acceptance of Designation: /-
-- .
Date: December 4.2008 - "\-
David ~.bruhner ji
BEST
COPY
£>Y\\V>\\ 1
AGREEMENT FOR CONSULTING SERVICES TO PERFORM MAINTENANCE,
MANAGEMENT, AND MONITORING OF CITY-OWNED OPEN SPACE PROPERTY
WITHIN THE HABITAT MANAGEMENT PLAN PRESERVE
(Center for Natural Lands Management - CNLM)
/"THIS AGREEMENT is made and entered into as of the / ' Ce _ day of
, 200 E. by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and the Center for Natural Lands Management, a California
501(c)(3) nonprofit corporation , ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced
in maintenance, management, and monitoring of habitat management plan preserve
open space.
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 September 15,
2008, or as otherwise agreed due to changes in circumstances. The City Manager may
agree to amend the Agreement to extend it for two additional one year periods or parts
thereof in an amount not to exceed Three Hundred Forty Four Thousand Dollars
($344,000) 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.
Special Agreement CNLM 08/08
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 three-year Agreement
term will be Six Hundred Eighty Two Thousand Three Hundred Fifty -Eight Dollars
($682,358) and set forth in Exhibit B. 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 B.
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
Except as provided in Exhibit A, 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.
Special Agreement CNLM 08/08
is
8. OTHER CONTRACTORS
The City reserves no right to employ concurrently with the Term of this Agreement other
Contractors for services than are substantially similar to those Services described in
Exhibit A.
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 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.
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-:VH". OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X".
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.
Special Agreement CNLM 08/08
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. Workers' Compensation 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.
Special Agreement CNLM 08/08
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City:
Name Michele Masterson
Title Senior Management Analyst
Department Planning
City of Carlsbad
Address 1635 Faraday Ave
Carlsbad. CA 92008
Phone No. 760-602-4615
For Contractor:
Name Center for Natural Lands
Management (CNLM)
Title Executive Director
Address 215 West Ash Street
Fallbrook. CA 92028
Phone No. 760-731-7790
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.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
Special Agreement CNLM 08/08
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.
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 d of the percentage of work that Contractor
Special Agreement CNLM 08/08
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. Upon the termination or expiration of this contract, City will receive
unencumbered title and possession of the vehicle purchased by Contractor pursuant to
this Contract.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
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
Special Agreement CNLM 08/08
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.
Special Agreement CNLM 08/08
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
County of
On before me,kRD&Ug.
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(/) whose name($ 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 k*s/her/4he*r signature(s-) on the instrument the person^, 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.
Uu^o¥^VVVf»ViiV»Vl*l*iV^*^*^'lh
ROMINA A. ROQUE f
COMM.# 1786993 zwr
NOTARY PUBLIC - CALIFORNIA §•
SAN DIEGO COUNTY f
My Comm. Exr^pec. 25 201l|
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
Matnb>nafl(& ,
(Title or description of attached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
D Individual (s)
Sf Carpora4e.Offi.cerPi?*idmt
n
n
n
n
(Title)
Partner(s)
Attorney-in-Fact
Trustee(s)
Other
INSTRUCTIONS FOR COMPLETING THIS FORM
Am 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
signcr(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signcr(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 namc(s) of document signcr(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/they, is /afe ) 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.
•J« Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
CAPA v)2.10.07 800-873-9865 www.NotaryClasscs.com
26. AUTHORITY
The individuals executing thjs-A§feement and the instruments referenced in it on behalf
of Contractor each represent ana warrajtf&fiat they have the legal power, right and
actual authorityjo-^md ContractorJoHHeterms and conditions of this Agreement.
ATTEST:
(e-mail address)
'By:
(sign here)
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contract^,
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:
RON,R. BALL, City Attorney
*~dgL. &. \ arctLaje,
Av Jane'lvfobaldi
Assistant City Attorney
Special Agreement CNLM 08/08
H0506897
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
!•;•: C-FFJCZ OF v^-^T,',nv or iYA7£'
APR-3 1933 -
3iLL JO?;ES, S^RETARY Or STATE-
The undersigned certify that:
1. They are the president and the secretary, respectively, of Center for Natural Lands
Management, a California corporation.
2. Article Two B of the Articles of Incorporation of this corporation is amended to read as
follows:
The specific purposes of this corporation are : (a) to preserve or to assist in the preservation of
natural h»hitnt native species and fiinctinning ecosystems; (b) to own and/or manage lands in an
ecologically beneficial manner consistent with federal and state environmental laws; (c) to
promote the conservation values of such lands though education; (d) to promote and facilitate
uses of such lands, by the public that preserve the conservation values; and (e) to enable and assist
the state and federal governments in their obligations to protect native %h, wildlife, plants and
their habitats necessary for maintaining biologically sustainable populations of such species for the
public benefit.
3. The forgoing amendment of Articles of Incorporation has been duly approved by the required
vote of the board of directors.
4. The forgoing amendment of Articles of Incorporation has been duly approved by the required
vote of' the members. .
We further declare under penalty of perjury under the laws of the Start of California that the
matters set forth in this certificate are true and correct of our own knowledge.
Date: April 1,1998
De Witt Bowman, Secretary
COPY
Resolution 141-08
Board of Directors
Center for Natural Lands Management
October 2, 2008 - Board of Directors' Meeting
The Board of Directors hereby resolves to authorize CNLM to enter into the following
Management Agreement with the City of Carlsbad:
CNLM BOARD OF
Property
City of Carlsbad
Open Space
Location
San Diego
County
DIRECTORS' PROPERTY RESOLUTION
Acreage
600
Funding Requirement
FY08-09 $343.016.26
FY09-10 $169,412.05
FY10-11 $169,929.71
Type
Management
Agreement
The Center will provide habitat management services (Services), over the course of three years,
to the City of Carlsbad (City) to help fulfill the goals of the City's Preserve Management Plan
("PMP").
Center will maintain fences, perform habitat management and monitoring activities pursuant to
the PMP. Habitat management and monitoring will include the following: (a) surveying (including
mapping) for sensitive plants species, (b) mapping vegetation, (c) assessing vegetation,
conducting yearly presence/absence surveys for 3 consecutive years for the coastal California
gnatcatcher and least Bell's vireo (while noting all sensitive species observed) on all parcels, (d)
installing minor erosion control measures, (e) removing nonnative plant species, (f) patrolling City
properties pursuant to the schedules provided in PMP, (g) attending public outreach events, (h)
posting signs and installing mini kiosks, (i) removing trash and debris, (j) summarizing yearly
management and monitoring activities within annual reports as outlined in the PMP, and (k)
providing yearly work plans and budgets.
Funding provided by: City of Carlsbad
Funding: Will be provided monthly based upon invoices for work completed.
Approved and adopted oi 2008.
/I/I/-
David M. Ivester, Chairman of the Board of Directors
of the Center for Natural Lands Management
Votes: Ayes:Nays:Abstain:Absent:
RESOLUTION 121-07
Board of Directors
Center for Natural Lands Management
Authorization to Contractually Bind the
Center for Natural Lands Management
WHEREAS, in the course of its standard business practice, the Center for Natural
Lands Management ("Center"), acting as (a) client, (b) service provider, or (c) grant
recipient, routinely enters into contracts tor services, consulting, and grants with third
parties ("Contracts");
WHEREAS, authorization to execute Contracts is currently limited to the Executive
Director and the Director of Operations; ~— -
WHEREAS, the Director of Operations position no longer exists;
WHEREAS, it is necessary to have other agents of the Center authorized to execute
Contracts;
THEREFORE, BE IT RESOLVED that the Board of Directors of the Center for Natural
Lands Management hereby authorizes that the (a) Chairperson of the Board, (b)
Director of Acquisitions and (c) Director of Administration may contractually bind the
Center, with the understanding Contracts are subject to legal review by the General
Counsel;
AND FURTHER RESOLVED, all Contracts greater than Ten Thousand Dollars
($10,000.00) and less than One Hundred Thousand Dollars ($100,000.00) not executed
by the Executive Director shall have two (2) signatures;
AND FURTHER RESOLVED, all Contracts greater than One Hundred Thousand
Dollars ($100,000.00) shall be approved by the Board of Directors by resolution.
DATED:
SIGNED:
rter, Chrfirmaryttf the Board of Directors
iter for Natural Lands Management
Votes: Ayes *T Nays Abstain,
EXHIBIT A
Services - Description of Duties
Habitat Management of the City of Carlsbad's Open Space
The Center for Natural Lands Management ("CNLM") will provide habitat
management services (Services) to the City of Carlsbad ("City") to help fulfill the
goals of the Preserve Management Plan ("PMP"), as presently described in the
September 2008 version, The proposed approach and narrative below describes
how CNLM will provide consulting habitat management services to the City for this
project.
1 Management and Monitoring Tasks
a. CNLM will assist the City fulfill the management and monitoring
obligations as outlined and stated in the PMP, as follows:
(1) As outlined in Chapter 5 of the PMP the City will install fencing
and the Center will maintain these fences.
(2) The Center will perform habitat management and monitoring
activities pursuant to the PMP and as provided in Exhibit B of
this agreement. Habitat management and monitoring will
include the following:
(a) Survey (including mapping) for sensitive plants species
for one season on all parcels except Calavera Lake and
the Golf Course properties (which are not being surveyed
as part of this Scope and PMP). Exceptions: survey for
Blochman's dudleya at the Golf Course.
(b) Map vegetation of all parcels except Calavera Lake and
the Golf Course properties.
(c) Assess vegetation pursuant to guidelines provided in the
PMP on all parcels.
(d) Conduct yearly presence/absence surveys for 3
consecutive years for the coastal California gnatcatcher
and least Bell's vireo (while noting all sensitive species
observed) on all parcels.
(e) Install minor erosion control measures at the Batiquitos
Drive parcel.
(f) Remove nonnative plant species pursuant to PMP
Chapter 5 and Appendix G.
(g) Patrol City properties pursuant to the schedules provided
in PMP Chapter 5 for each parcel.
(h) Attend or organize four public outreach events,
(k) Post signs and install mini kiosks as outlined in PMP
Chapter 5.
Special Agreement CNLM 08/08
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(I) Remove trash and debris.
(m) Summarize yearly management and monitoring activities
within annual reports as outlined in the PMP. Provide a
yearly work plan and budget.
2. Reporting and Coordination Tasks
a. Reporting requirements will be pursuant to the PMP, but will also
include a monthly report of activities and tasks accomplished.
b. The Scope and Cost includes time and costs to allow CNLM staff to
attend meetings (80 hours total), to coordinate activities with the City of
Carlsbad's Preserve Steward, and to provide support to Senior
Planning Staff. Additional funds will be required if additional time
(above the 80 hours) are required for such meetings.
3. Exceptions to Management Tasks
CNLM and City expressly agree that CNLM has no responsibilities for either
trail management or fuel zone management. City, as property owner, retains all
such related responsibilities.
CNLM and City recognize and agree that this description of the Services is
based upon certain costing assumptions that may require changes both to this
Exhibit A and to Exhibit B ("Compensation"). These include the following:
• The costs of implementing the PMP are based on the management and
monitoring assumptions provided in Section 4.2 and the Cost provided in
Exhibit B of this agreement.
• The PMP proposes areas where fencing should be installed to protect the
preserve areas. The City will pay for all fence installation expenses.
CNLM will maintain these fences. Fencing is used to protect properties
and usually allows for less enforcement and patrolling. If the City decides
not to build some of the fences that were proposed in the PMP, CNLM will
have to increase patrolling and enforcement hours and costs.
• The Services does not include the removal or follow up maintenance of
the palm grove within the Calavera Lake/Creek area, which will be
removed by the City as part of project specific mitigation efforts. It is
assumed that there will be 5 years of follow up maintenance performed by
the City as required by most permit-required mitigation.
• The Services does not include tasks associated with trail planning or
construction. It does not include costs to restore undesired trails with
Special Agreement CNLM 08/08
native vegetation, or block these trails with fencing, such as those at
Calavera Lake.
The Services does not include post-fire management and monitoring
tasks. This includes, but is not limited to, new fence installation, major
fence repair or fence replacement, post-fire nonnative plant control,
erosion control, post-fire biological monitoring and other activities
associated with post-fire conditions except as mutually agreed upon and
separately funded by the City.
Special Agreement CNLM 08/08
Table 1. CNLM Task List
Task List
Capital
Improvements
Biological
Surveys
Habitat
Maintenance
Public
Services
General
Maintenance
Reporting
Specification
Coordinate Installation of
Fences and Gates with City
(City to install all fences and
gates)
Maintain Fencing
Supervise and Coordinate
Sensitive Plants
Blochman's dudleya, Golf
Course
Vegetation Mapping
Vegetation Analysis
CAGN/LBVI and sensitive birds*
Erosion Control per PMP
Initial Nonnative Plant Removal
Nonnative Plant Maintenance
Assess Moderate Tolerant
Nonnative Plant Species
Mow Areas East of Faraday
Patrol
Signing
Install Kiosks
Community Outreach
Trash and Debris Removal
Data Management
Monthly Report
Annual Workplan and Budget
Annual Agency Report
Revise Management Plan
Calavera Lake
and
Golf Course
Year 1-2
Year 1-3
Year 1-3
N/A
Year 2
N/A
Year 2
Year 1-3
Year 1
Year 2-3
Year 1-3
Year 1-3
YeaM
YeaM
Year 1-3
Year 1-3
Year 1-3
Year 1-3
Year 1-3
Year 1-3
YearS
All other City
Open
Space
Properties
Year 1-2
Year 1-3
Year 1-3
Year 2
Year 2
Year 2
Year 1-3
YeaM
YeaM
Year 2-3
Year 1-3
As Needed
Year 1-3
YeaM
YeaM
Year 1-3
Year 1-3
Year 1-3
Year 1-3
Year 1-3
Year 1-3
YearS
*CAGN surveys at the Golf Course will be conducted by Dudek & Associates.
Special Agreement CNLM 08/08
EXHIBIT B
Compensation for Services
Habitat Management of the City of Carlsbad's Open Space
Incremental Payments. CNLM shall submit an itemized monthly request for
payment covering the services completed to date. A progress report will
accompany each payment request. Payment to CNLM shall be due upon receipt
of payment request.
Yearly Costs by Category
Task Category
Site Construction/Maintenance - Identify fence
types and installation locations per Preserve
Management Plan. Includes cost offence
maintenance supplies.
Biotic Surveys - Surveys for sensitive and state-
and federally-listed threatened or endangered
species and other required biological monitoring
activities. Includes oversight and planning costs
for these activities as well as adaptive
management.
Habitat Maintenance - Planning, oversight and
implementation ofnonnative plant removal and
erosion control.
Public Services - Site enforcement (patrolling),
trash pick up, fence maintenance, sign materials
and installation costs, kiosk materials and
installation costs, and community outreach.
General Maintenance - Debris removal and
dumping costs.
Reporting - Data analysis, data management,
monthly reports, annual reports, annual work
plans and budgets and revising the preserve
management plan. It also includes report
production costs.
Office Maintenance - Office time and
expenditures for preserve management staff,
quarterly preserve manager meetings,
coordination, meetings and planning with City staff
and typical office costs for preserve managers.
The cost contains a share of rent, utilities,
supplies, and equipment for maintaining a local
office.
Field Equipment - Purchase of field equipment,
vehicle, mileage (rate includes fuel, insurance,
registration, depreciation, maintenance, and
replacement), tools and supplies and staff
Yearl
$5,630.00
$13,339.40
$122,595.60
$35,552.80
$1,918.40
$9,643.60
$15,232.40
$41,950.00
Year 2
$5,217.00
$29,837.80
$20,952.30
$30,724.96
$1,958.00
$9,926.32
$12,452.40
$7,450.00
Year3
$3,570.00
$14,078.44
$21,501.70
$31,612.28
$1,997.20
$25,656.76
$12,515.52
$7,900.00
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uniforms.
Operations - Internal audits, producing contracts,
legal support and personnel development and
training.
Contingency and Administration - Contingency
equals 10% of annual operating costs to respond
to unforeseen events and challenges to the
stewardship of the site and to buffer for
unforeseen costs for particular tasks.
Administration includes the costs of administering
contracts, running payroll, benefits, accounting,
and other tasks in support of employees. The
Center uses a standard 24% overhead rate.
Totals
$5,616.00
$91,538.06
$343,016.26
$5,683.60
$45,209.67
$169,412.05
$5,750.00
$45,347.81
$169,929.71
Special Agreement CNLM 08/08