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HomeMy WebLinkAboutBuena Vista Audubon Society; 2023-05-25; AGP2022-021 AGP 2022-02 GRANT AGREEMENT FOR AGRICULTURAL CONVERSION MITIGATION FEE PROGRAM (AGP 2022-02) Buena Vista Audubon Society This agreement, is made on the day of , 2023, by Buena Vista Audubon Society, hereinafter referred to as “Grantee,” and the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City” (the “Agreement.”) City, as Grantor, agrees to provide Grantee the Grant funds awarded to Grantee by City Council Resolution No. 2023-068 in an amount not to exceed thirty-thousand six-hundred and eighty seven dollars ($30,687) (“Grant.”) The purpose of the Grant is to provide funds to Grantee for the project outlined in the Agreement Scope attached as Exhibit “A” (“Agreement Scope”). Project Title: AGP 2022-02 - Nature Center Improvements The grant provided herein is comprised of public funds. These funds are collected in accordance with the Carlsbad Municipal Code Title 21 Zoning – Chapter 21.202.60.D. Agricultural Conversion Mitigation Fee and Expenditure Plan. To ensure that the public funds are used for a public purpose, in accordance with the law, the City and Grantee hereby agree to the following terms. TERMS AND CONDITIONS OF GRANT 1. TERM. The term of this Agreement shall mean the period commencing on the execution date of this Agreement and expiring on March 7, 2024. The term of this Agreement may be extended by mutual written agreement of the parties. The parties will prepare a written amendment indicating the effective date and length of extended Agreement. 2. USE OF AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDS. a. Grant funds are to be disbursed as outlined in this Agreement in consideration of and on condition that the sum be expended in carrying out the purpose as set forth in the Agreement Scope and under the terms and conditions set forth in this Agreement. Grantee agrees to assume any obligation to furnish any additional funds that may be necessary to complete the Agreement Scope. b. In accordance with the Agreement Scope and the City Council approval dated March 7, 2023, all grant funds are to be used by March 7, 2024. Any extension of fund use must be requested in writing at least 30 days prior to the end of the original agreement or sooner to allow time for written amendment and approval in writing by City. 3. CONDITIONS OF FUNDING AND DISBURSEMENT. City shall have no obligation to provide the Grant proceeds or to make any subsequent disbursement of Grant proceeds, and may seek reimbursement of Grant proceeds, if any of the following requirements are not fully satisfied: a. Grantee shall use grant funds to implement the Agreement Scope, including using the Grant funds to only cover expenditures for programs and services incurred during the Agreement Scope dates and under the terms and conditions of this Grant Agreement. b. Grantee shall complete all work in accordance with Agreement Scope. Grantee shall notify the City of events or proposed changes that could affect the Agreement Scope. c. The Grantee shall be responsible for the performance of the work, as set forth herein, and for the preparation of reports required by this Agreement. d. Before Grantee makes any material changes to the Agreement Scope, Grantee will inform City Staff in writing at least 30 calendar days prior to implementing said change. City may request DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 May25th 2 AGP 2022-02 documentation to support the change, and Grantee agrees to submit to the City, in writing, the proposal requesting modifications to the Agreement Scope. Grantee shall make no material changes to the Agreement Scope unless and until City formally approves the Grantee’s request in writing. e. Grantee shall provide full and timely information to the City to update staff on programs and include naming the City in any publications and/or social media, whether in digital or print format, as opportunities arise. f. Grantee shall retain all records and supporting documentation, including expenditure receipts, applicable to the Agreement Scope and this Agreement for a period of five (5) years, and make all records and supporting documentation readily available, upon request, for inspection and/or audit by representatives of the City. g. City will provide Grantee a W9 Form “Request for Taxpayer Identification Number and Certification” which must be signed by Grantee and returned to the City before agreement is executed. 4. RETURN OF GRANT FUNDS. If City determines that Grantee has failed to comply with the terms and conditions of this Grant Agreement without prior written approval by the City, then, upon demand by the City, Grantee agrees to return to the City the amount requested by the City, up to and including an amount equivalent to the full Grant award. Failure of the Grantee to comply with the terms of this Agreement shall not be the cause for return of Grant funds if, in the judgement of the City, such failure was due to no fault of the Grantee. In such case, any amount required to settle, at minimum cost, any irrevocable obligations properly incurred shall be eligible to be paid by Grant funds. However, if, due to a local health order, Grantee is unable to complete all events or requirements of the Agreement Scope, Grantee may be required to return up to the full amount of the award or a prorated amount based on the percentage of the work completed. 5. REQUIRED REPORTS. Failure to complete the following reports may render the recipient ineligible to receive the full and final payment of the Grant award. a. A progress report must be included with each funding disbursement request, or annually from the date the agreement is executed. b. A final report must be submitted to the City no later than thirty (30) calendar days after the Agreement Scope end date. Grantees in noncompliance with the above reporting requirements agree to return some or all of the initial Grant payment if requested by the City. Additionally, if Grantee is found to be in noncompliance, Grantee agrees that for the year immediately following a determination of noncompliance, Grantee shall be ineligible to receive any new grants from the City. 6. DISBURSEMENT OF GRANT FUNDS. The Grant amount to be provided to the grantee, under this Agreement, may be disbursed as follows: a. In accordance with the funding disbursement schedule of the Agreement Scope. b. Any requests for reimbursement must include applicable back-up documentation. 7. PROJECT CANCELLATION. a. If a Grantee wishes to cancel a Project at any time, Grantee shall notify the City in writing within fifteen (15) calendar days of the decision to cancel and Grantee, at the time it provides the City with notice of cancellation, shall return all Grant funds to the City. b. In the event an approved Agreement Scope cannot be completed for any reason, and if Grant funds were disbursed to Grantee, Grantee agrees to return all Grant funds to the City forthwith. DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 3 AGP 2022-02 8. PROJECT MODIFICATION OR TERMINATION. a. Grantee may unilaterally rescind this Agreement at any time prior to the commencement of the Project, or prior to first disbursement of funds. After Project commencement, as outlined in the Agreement Scope, or disbursement of Grant funds, this Agreement may be rescinded, modified or amended only by mutual agreement, in writing, of both the City and Grantee. b. Any changes, whether planned or unanticipated to the Project, including changes due to a local health order must be submitted to City at least seven (7) calendar days before implementation of the change. Proposed modifications will be reviewed on a case-by-case basis, and the City's Housing & Homeless Services Director or designee will notify Grantee in writing whether the proposed changes are approved. 9. LOSS OF GRANT. At the discretion of the City, the following actions may result in a loss of all or in part of any Grant amount allocated to the Grantee: a. A Grantee fails to enter into a signed Agreement with the City within thirty (30) calendar days of receipt of the Agreement. b. Activities associated with Grantee occur that do not align with activities described in the Agreement Scope, including, but not limited to, reduction in services, significant alteration of Agreement Scope elements, such as performers, artists or attendees, or significant changes in budget income, expenses or line-item designations from Grantee’s budget, included in the Agreement Scope. c. A Grantee withdraws or terminates the Agreement Scope. d. A Grantee fails to complete the Agreement Scope and/or fails to submit all required reports and/or documentation before March 7, 2024. 10. COVENANT AGAINST DISCRIMINATION. Grantee will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. Grantee agrees that neither it nor its agents shall discriminate against any clients, prospective clients, employees, prospective employees, contractors, or prospective contractors on the basis of race, color, religion, sex, national origin, age, disability or familial status. 11. NOTICES. a. The names and addresses of the persons who are authorized to give written notices to receive written notice on behalf of City and on behalf of Grantee under this Agreement. b. 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. For Grantee: For City: Buena Vista Audubon Society City of Carlsbad Sally Bickerton, Secretary Housing & Homeless Services P.O. Box 480 Nicole Piano-Jones, Senior Program Manager Oceanside, CA, 92049 1200 Carlsbad Village Drive Email: sallybic@cox.net Carlsbad, CA 92008 nicole.pianojones@carlsbadca.gov 12. INDEMNIFICATION. Grantee hereby agrees to defend, indemnify, and hold free and harmless the City, its officers, officials, employees and volunteers from and against any and all claims, damages, losses, costs (including but not limited to attorney's fees) and liabilities of any kind arising directly or indirectly out of, or related in any way whatsoever to the provision of Grant proceeds. DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 4 AGP 2022-02 13. NO PARTNERSHIP OR JOINT VENTURE. The relationship between City and Grantee is solely that of Grantor and Grantee. Under no circumstances shall City and Grantee be deemed to be partners or involved in a joint venture. 14. MODIFICATIONS. This Agreement may not be modified or amended except by written document executed by a duly authorized representative of both the City and the Grantee. 15. GOVERNING LAW. This Agreement shall be construed in accordance with and be governed by the laws of the State of California. Venue, in the event of a dispute, shall be in the North San Diego County Superior Court. 16. SEVERABILITY. In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affect other provisions of this Agreement, which can be given effect without the conflicting provision. To this end, the provisions of this Agreement are declared to be severable. 17. DRAFTING AMBIGUITIES. Grantee understands that it is aware that it has the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of Grantee. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which either Party participated in the drafting of this Agreement \\\ \\\ DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 5 AGP 2022-02 18.SIGNING AUTHORITY. The representative for each Party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. GRANTEE, Buena Vista Audubon Society CITY OF CARLSBAD, a municipal corporation of the State of California *By:By: (1st signature here) Mandy Mills, Director Housing & Homeless Services Director (Print name/Title) ATTEST: (Date) **By: (2nd signature here) Sherry Freisinger, City Clerk (Print name/Title) (Date) If required by City, proper notary 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: For CINDIE K. McMAHON, City Attorney By: ____________________________ Ron Kemp, Senior Assistant City Attorney DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 Executive Director, Buena Vista Audubon SocietyNatalie Shapiro 5/23/2023 6 AGP 2022-02 EXHIBIT “A” AGREEMENT SCOPE PROJECT DESCRIPTION, SCOPE AND BENEFITS Buena Vista Audubon Society (BVAS) is requesting funds to complete 4 projects that will improve the function of our 34-year-old nature center building and enhance the visitors’ experience. The nature center sits on the Carlsbad/Oceanside border on the north edge of the Buena Vista Lagoon. BVAS began developing a Master Plan several years ago for updating and reorganizing its interpretive exhibits and museum design. The resulting plan, finalized this spring, created a concrete, visionary plan for future organizational decisions. Over 30 low- or no-cost projects were completed by volunteers during and after the COVID pandemic shutdown, based on this document. These included refreshing, reorganizing, and expanding exhibits in the nature center and the surrounding grounds. In early 2022, an architectural firm reviewed our Master Plan and designed a space plan that provided suggestions for creating a more exhibit- focused experience. Based on the architectural firm’s recommendations, 4 projects are proposed. These nature center improvements will enhance visitors’ experiences, increase BVAS’s ability to conduct nature education programs, and reduce energy usage. i. Replace old, improperly functioning and energy-intensive florescent lighting in the main exhibit room and auditorium with direct/indirect LED energy-efficient hanging lights. The result will be strategic lighting to highlight exhibits, which will enhance visitors’ experiences. ii. Manage acoustic issues by adding sliding doors between the library/meeting room and the main exhibit room. Currently, sounds in one room impact visitor experiences in the adjacent room. iii. Solve overheating issues in the library/meeting room by installing a wall-mounted energy- efficient heating, ventilation, and air conditioning (HVAC) unit. Currently, the nature center becomes unbearably warm at certain times, especially the library/meeting room, making it difficult for visitors to enjoy the center. iv. Paint the currently mismatched and dingy walls of the main exhibit room and auditorium with architect-suggested colors to bring attention to and focus on exhibits and to brighten up the rooms. The current paint is worn and unappealing. Buena Vista Audubon has been a chartered chapter of the National Audubon Society for over 60 years, and has approximately 1,500 members, including many Carlsbad residents. Ours is the only nature center on the Buena Vista Lagoon, and BVAS is the primary provider of educational programs and information to the public related to the Buena Vista Lagoon. We have an extensive taxidermy collection of local birds, insects and animals, unique in North San Diego County. The nature center hosts many diverse families and visitors daily, both locals and those from around the U.S. and foreign countries. Many of these visitors also patronize businesses in Carlsbad since the center is less than 1 mile from the Carlsbad Transit Center and the downtown area. The bike trail built by the City of Carlsbad along Coast Highway is a popular recreation thoroughfare between Carlsbad and Oceanside for pedestrians and bicyclists. Many of these visitors stop to explore the nature center and trails. DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 7 AGP 2022-02 TIMELINE The projects will be completed by December 31st, 2023. A. Conduct outreach for contractors, review bids, and select contractors for each of these project components. (60 days) B. Conduct consultation with contractors for project details and implement the work. (90 days) C. Conduct outreach for contractors, review bids, and select contractor for this project component (30 days, starting once the lighting, doors, and HVAC system projects are completed) D. Conduct consultation with contractors for project details and implement the work (60 days) BUDGET LINE ITEMS AND FUNDING SCHEDULE PROJECT BUDGET Project i. Lighting (fixtures and labor) $ 7,500 Project ii. Acoustics/Noise Control $ 2,500 (sliding doors and labor) Project iii. HVAC in library/meeting room: $ 4,000 (HVAC materials and labor) Project iv. Painting main exhibit room $11,000 and auditorium (paint and labor) ___________ SUB TOTAL $25,000 Administrative Costs (10%) $ 2,500 Staff Costs1 NC manager (50 hrs@ $27.73/hr): $ 1,387 Executive Dir. (40 hrs@ $45/hr): $ 1,800 ___ PROJECT TOTAL $30,687 FUNDS DISBURSEMENT: Funds for Projects i., ii., iii. $14,000 (lighting, doors, HVAC projects) Funds for Project iv. $11,000 (painting project) Admin and staff costs $ 5,687 1 Includes payroll taxes DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 Buena Vista Audubon PO Box 480, Oceanside, CA 92049 www.bvaudubon.org BUENA VISTA AUDUBON SOCIETY BOARD RESOLUTION Resolution of the Board of Directors of the Buena Vista Audubon Society (BVAS) to authorize Natalie Shapiro, BVAS Executive Director, to execute the Agricultural Conversion Mitigation Fee (ACMF) grant agreement and to serve as the grants administrator for this grant. The ACMF grant (AGP 2022-02) was awarded to BVAS by the City of Carlsbad for the purpose of conducting specific nature center improvements. Carlsbad City Council approved the grant award on March 7, 2023. Approved and adopted the 17th day of March, 2023. I, the undersigned, hereby certify that the foregoing resolution was duly adopted by the Board of Directors of the Buena Vista Audubon Society. Following Roll Call Vote: Ayes 13 Nos /I Absent ;{,, ~/~ Sally Bickerton, Secretary of the Governing Board DocuSign Envelope ID: F18231EC-AC83-443D-A2C3-E52D79D210F8 BUENVIS-07 LELLET ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/27/2023 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. 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INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS ITI> ,.,.,D .. n,n IMMtnDNVYVl IMMtnDNVYVI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ D CLAIMS-MADE 00 OCCUR ~~~~~H?E~~~~~encel 1,000,000 36045808 12/1/2022 12/1/2023 $ ~ MED EXP /Anv one oersonl $ 10,000 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □ ~r8r □ LOC PRODUCTS -COMP/OP AGG $ Included OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ ~ ANY AUTO 36045808 12/1/2022 12/1/2023 BODILY INJURY /Per oersonl $ ~ -OWNED SCHEDULED AUTOS ONLY ~ ~ AUTOS BODILY INJURY (Per accident\ $ X ~LF\-'WsoNLY X NON-OWNED rp~?~~c~d"Vnt~AMAGE $ ~ AUTOS ONLY $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 1,000,000 ~ EXCESS LIAB CLAIMS-MADE 9364-74-84 12/1/2022 12/1/2023 AGGREGATE $ 1,000,000 DED I I RETENTION $ $ A WORKERS COMPENSATION XI ~ifTUTE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N (23) 7175-75-89 12/1/2022 12/1/2023 100,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 100,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Grant from the City of Carlsbad CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Nicole Piano-Jones 1200 Carlsbad Village Drive 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