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HomeMy WebLinkAboutCB Ranch Enterprise dba the Flower Fields at Carlsbad Ranch; 2023-05-25; AGP2022-031 AGP 2022-03 GRANT AGREEMENT FOR AGRICULTURAL CONVERSION MITIGATION FEE PROGRAM (AGP 2022-03) CB Ranch Enterprises dba the Flower Fields at Carlsbad Ranch This agreement, is made on the day of , 2023, by CB Ranch Enterprises dba the Flower Fields at Carlsbad Ranch, 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 fifty-thousand dollars ($50,000) (“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 2022-03 - Recycled Water Trial 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, 2025. 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, 2025. 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. DocuSign Envelope ID: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 May25th 2 AGP 2022-03 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 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: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 3 AGP 2022-03 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, 2025. 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: CB Ranch Enterprises dba City of Carlsbad the Flower Fields at Carlsbad Ranch Housing & Homeless Services Christopher Calkins, President Nicole Piano-Jones, Senior Program Manager 7220 Avenida Encinas, #204 1200 Carlsbad Village Drive Carlsbad, CA, 92011 Carlsbad, CA 92008 Email: ccc@carltas.com 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: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 4 AGP 2022-03 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: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 5 AGP 2022-03 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, CB Ranch Enterprises dba the Flower Fields at Carlsbad Ranch CITY OF CARLSBAD, a municipal corporation of the State of California *By:By: (1st signature here) Geoff Patnoe, Assistant City Manager (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: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 5/22/2023 ChairmanChristopher Calkins 6 AGP 2022-03 EXHIBIT “A” AGREEMENT SCOPE The project is the creation of a trial for the use of Carlsbad recycled water with ranunculus in various blends with potable water. The Flower Fields have recycled water available. Past exclusive use of recycled water has resulted in plants with reduced vitality and fewer bloom s, as well as bulbs with significantly reduced germination rates generally at a level that threatens economic viability. Studies have shown that the level of salts in Carlsbad recycled water may be the primary issue, in the context of Carlsbad soils. By creating a controlled area of approximately one acre, the potential to mitigate using a blend with potable water, and a system that may be economically feasible for the 50+ acre field production can be trialed. The data can then be used to determine both feasibility and quality maintenance. The proposed test will involve isolating a trial area and installing a dedicated recycled water line from an existing meter approximately 300 yards to a field irrigation system with three dedicated irrigation main lines: one exclusively recycled, one exclusively potable and one with a blending feed allowing a mix. The blending line will be feed directly from the recycled line through a blender and will feed potable water from an air gap fed tank. The approximate location is illustrated on the attached. The test will have a least four separate blocs, each of which will include portions with each of the three irrigation lines. Field sensors will measure salinity using an EC system and datalogger daily. Leaf samples as well as bulb samples will also tested. Observed vitality of the flowering plants including productivity and quality of the blooms will also be recorded. Outcomes: 1. Determine if salinity can be sufficiently reduced to maintain plant vigor and bulb viability using a potable/recycled blend. 2. Determine if the air gap blending system can be effective and acceptable for field deployment 3. Reduce use of potable water and increase long term sustainability of the flower growing capacity of the Flower Fi eld s. 4. Respond to increasing drought forecasts DocuSign Envelope ID: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 7 AGP 2022-03 BUDGET Budget- Carlsbad Flower Fields Recycled Water- blending trial* 5/4/2023 Total allowance Funding Source Initial system design and agency review $2,500 12/31/2024 Grant Purchase and installation of system- piping, blender, sensors, tanks, pump, regulators 1/15/2023 Grant Sensors and data tracker $4,500 12/31/2024 Phase 1- Pump, blender piping parts, regulator valves and initial installation $6,750 7/1/2023 Phase 1-Transfer Tanks $5,000 7/1/2023 Phase 2 -Dynamic flow system parts and installation $12,000 12/31/2024 Field prep, planting, cultivation labor $25,000 7/23-5/24 CB Ranch Field Prep outside services supplies $8,000 6/1/23- 6/1/24 Grant On site Sampling, testing $5,000 7/23-5/24 CB Ranch Harvesting and processing $20,000 3/24-7/24 CB Ranch Technical Support and testing Initial installation and baseline $3,500 1/15/2024 Grant Monitoring, testing, and progress assessment $5,250 3/1/2024 Grant Germination Trials $2,500 6/15/2024 Grant * All are based on preliminary estimates and quotes Total Budget $100,000 Total Grant Request $50,000 DocuSign Envelope ID: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 DocuSign Envelope ID: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 Certification of Resolution CB Ranch Enterprises, a California Corporation I, Lizbeth A. Ecke, am the duly elected Secretary of CB Ranch Enterprises, a California Corporation. I hereby certify that the following resolution was adopted by unanimous consent of the Board of Directors on May 18, 2023: "The authority of Christopher C. Calkins as President of CB Ranch Enterprises to execute any and all documents, agreements, applications, contracts, or any other materials on behalf of the corporation is hereby confirmed and ratified." Executed on May 18, 2023 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 below If 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 HIRED AUTOS ONLY Carlsbad, CA 92008 Excluded CB Ranch Enterprises 1,000,000 2,000,000 Janice Masters (#10590) 866-819-9256 Edwardsville, IL 62025 FMA 013114 X X X 1 Horticultural Lane P O Box 428 1200 Carlsbad Village Drive USA 02/15/23 A 618-655-1968 2,000,000 68774181 68774181 1,000,000 Carlsbad, CA 92011 WCN 37191 4,000,000 7720 Avenida Encinas #204 A 4,000,000 Florists' Insurance Services Inc Florists' Mutual Insurance Company/Hortica, X 1,000,000 Evidence of Insurance 02/15/23 02/15/25 08/10/22 Housing and Neighborhood SVC City of Carlsbad City Hall X FLORISTS MUT INS CO 13978 2,000,000 02/15/24BP 17983 1,000,000 janicemasters X A 08/10/23 05/17/2023 1-800-851-7740 janice.masters@hortica.com DocuSign Envelope ID: 39AAE3C7-84BE-4BDD-B4E0-5E3D4E13A0D8 ~ I ACORD® ~ I '---D □ '--- '--- R □ □ '--- '---~ '---'--- '---'-- '--H I I I I I □ I