HomeMy WebLinkAbout2021-12-07; City Council; Resolution 2021-262RESOLUTION NO. 2021-262
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
THE CENTER FOR NATURAL LANDS MANAGEMENT FOR THE MANAGEMENT,
MAINTENANCE AND MONITORING OF THE CITY OF CARLSBAD OPEN SPACE
PRESERVES, IN AN AMOUNT NOT TO EXCEED $280,305 PER YEAR
EXHIBIT 2
WHEREAS, the City Council of the City of Carlsbad, California has determined that on Aug. lE.,
2021, the city issued a request for proposals for the management, maintenance and monitoring of the
City of Carlsbad open space preserves; and
WHEREAS, on Oct. 5, 2021, two proposals were received by the city, which staff deemed
responsive to the request; and
WHEREAS, both firms' qualifications were ranked by a four.,member selection committee o=
Parks & Recreation Department staff and Environmental Management Department staff; and
WHEREAS, staff recommends entering into a professional services agreement with the Center
for Natural Lands Management, for the management, maintenance and monitoring of the City of
Carlsbad open space preserves, in an amount not-to-exceed $280,305, per year; and
WHEREAS, sufficient funds are available to fund the initial one-year term of the agreement; and
WHEREAS, the City Planner has considered the potential environmental effects of this project
and has been determined it to be exempt from California Environmental Quality Act (CEQA) review
pursuant to CEQA Guidelines Section 15308 and that no exception to the exemption as set forth in
CEQA Guidelines section 15300.2 applies
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the professional service agreement with the Center for Natural Lands Management
is hereby approved, and the Mayor of the City of Carlsbad is hereby authorized and
directed to execute the agreement with the Center for Natural Lands Management, for
the 2022-2026 management, maintenance and monitoring of the City of Carlsbad open
space preserves, in an amount not-to-exceed $280,305 per year, attached hereto as
Attachment A.
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DocuSign Envelope ID: C2FA46D4-65E9-4100-9CEF-F540DC3231ED
Attachment A
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 8th day of
December , 20..1.1, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Center for Natural Lands Management, a 501 (c)(3) nonprofit
co_rporation, ("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. 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 foll<;>ws:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in in the 2022-2026 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 two (2) additional two (2)
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 two hundred eighty thousand three hundred five dollars ($280,305) to be paid on a time
and materials basis. 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 two hundred eighty thousand three hundred five dollars
($280,305) per year or five hundred sixty thousand six hundred ten dollars ($560,610) per
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additional two-year period. The City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. 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 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
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 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.
9. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
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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, atto
-
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
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
List of Approved Surplus Line Insurers (LASLI) with a rating
; 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 (CGL) Insurance. Insurance written on an
$2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 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.
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.
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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:
11.2.1 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
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.
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.
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For City For Contractor
Name Tim Selke Name Melanie Barranco
Title Parks Services Manager Title Co-Executive Director
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 mbarranco@cnlm.org
Phone No. 760-434-2857
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 categories.
Yes No
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
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
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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
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.
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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.
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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
2022-2026 Preserve Management Plan (PMP). CNLM will be primarily responsible for:
Managing individual city owned parcels according to the PMP.
Monitoring species, habitats, and management actions according to the PMP.
Coordinating with the Habitat Management Division, preserve steward, other preserve
managers, San Diego Management and Monitoring Program (SDMMP), other city
departments, and the wildlife agencies regarding open space management issues,
management, and monitoring.
Collecting biological monitoring data according to MHCP and/or SDMMP established
protocols for preserve level, MHCP level, and regional monitoring
Submitting data to the Habitat Management Division and wildlife agencies.
GIS Mapping of all potential future mitigation projects at Lake Calavera Preserve, including
GPS coordinates, habitat type analysis and GIS implementation.
Climate Science Alliance South Coast, and San Diego Management and Monitoring
Program, incorporate Climate Smart Conservation goals, objectives and actions for the
Lake Calavera Preserve and one additional upland preserve.
Public Outreach
Maintenance of signage and fences, and land management activities, such as invasive
species removal, trash/dumping removal and disposal, encampment removal, graffiti
removal, erosion control, blockage of unauthorized trails, and/or remedial habitat
restoration.
Patrols and Enforcement
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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 two hundred eighty thousand three hundred and five dollars
($280,305). If extensions to the initial term are utilized, the total fee payable per Agreement year
shall not exceed two hundred eighty thousand three hundred and five dollars ($280,305).
Item
No. Description Unit Price 2022 2023 2024 2025 2026
1 Biological Surveys Lump
Sum/year $36,487 $18,533 $17,010 $18,355 $13,124
2 Habitat
Maintenance
Lump
Sum/year $64,769 $67,036 $66,904 $71,811 $71,669
3 Water
Management
Lump
Sum/year $288 $298 $309 $319 $330
4 Site Maintenance Lump
Sum/year $5,471 $5,312 $5,437 $5,710 $5,781
5 Reporting Lump
Sum/year $16,368 $16,940 $17,533 $18,147 $18,782
6 Operations Lump
Sum/year $30,713 $31,788 $32,901 $37,853 $35,244
7 General
Maintenance
Lump
Sum/year $28,143 $26,940 $27,069 $28,859 $28,997
8 Patrol/Enforcement 2,000
hours/year* $92,084 $92,651 $95,894 $99,250 $102,811
PROPOSAL TOTAL Annual $274,323 $259,499 $263,057 $280,305 $276,740
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