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Home My WebLink AboutContracts & Agreements_33-2021RECONCILIATION AND SETTLEMENT AGREEMENT BETWEEN THE CITY OF REDLANDS AND THE SAN BERNARDINO COMMUNITY COLLEGE DISTRICT RELATING TO THE COSTS OF IRRIGATION WATER AND ELECTRIC UTILITY SERVICES RELATING TO DISTRICT'S CRAFTON HILLS COLLEGE This reconciliation and settlement agreement ("Agreement") is made and entered in this 2nd day of March, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation and general law city ("City") and the San Bernardino Community College District, a public community college system ("District"). City and District are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, at the request of District, District and City entered into an agreement dated November 15, 2016, to design, construct, and connect a non -potable water pipeline to supply non - potable water to District's irrigation system for the Crafton Hills College campus (the "Waterline Construction Agreement"); and WHEREAS, pursuant to the Waterline Construction Agreement, District is obligated to pay to City a sum not -to -exceed two hundred twenty four thousand eight hundred ninety four dollars and ninety one cents ($224,894.91) to reimburse City for the actual costs incurred by City in constructing the water pipeline pursuant to the Waterline Construction Agreement; and WHEREAS, City has fulfilled its obligations to District pursuant to the Waterline Construction Agreement, and District presently owes City two hundred six thousand three hundred forty two dollars and seventy four cents ($206,342.74) as reimbursement to City for City's actual construction cost of the non -potable waterline; and WHEREAS, although the non -potable water supply from City was connected to District's irrigation system at the Crafton Hills College campus, on or around September 29, 2017, the system did not function as intended by City and District, and District's irrigation system at the Crafton Hills College campus was reconnected to City's potable water supply until necessary adjustments could be made; and WHEREAS, in December, 2017, at the request of District, City began charging District's irrigation water usage at the non -potable rate through September, 2019; and WHEREAS, District presently owes City one hundred fifty eight thousand six hundred ninety five dollars and seventy eight cents ($158,695.78) for potable water used for irrigation from December 2017, through September 2019, which amount represents the difference between City's potable water and non -potable water rates during this time period; and WHEREAS, District is responsible to furnish electricity to City's pumping plant located at District's maintenance yard; and WHEREAS, District has not invoiced City for electrical usage since 2006; and 1 LAca\djm\Agreements\SBCCD Reconciliation Settlement Agmt.FY20-0009.docxjn WHEREAS, City and District's existing agreement for electrical services provides the that upon, discovery of any discrepancy "...both parties agree to make the necessary corrections retroactive as far back as the discrepancy can be traced;" and WHEREAS, City owes District approximately one hundred fifty five thousand six hundred sixty dollars ($155,660) for City's electrical usage from the year 2007 through 2018; and WHEREAS, City and District desire by this Agreement to reconcile and settle all sums owed by City and District to connect with the Waterline Construction Agreement and District's provision of electrical services to City; NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the City of Redlands and the San Bernardino Community College District agree as follows: AGREEMENT Section 1. Reconciliation of Funds Owed. The Parties acknowledge and agree that the total sum of three hundred sixty five thousand thirty eight dollars and fifty two cents ($365,038.52) presently owed by District to City pursuant to the Waterline Construction Agreement and for water services shall be offset by the sum of one hundred fifty five thousand six hundred sixty dollars ($155,660), which represents the total sum owed by City to District for electrical services. Accordingly, District agrees it shall pay to City the sum of two hundred nine thousand three hundred seventy eight dollars and fifty two cents ($209,378.52) within thirty (30) days of the Effective Date of this Agreement. This Agreement reconciles the amounts owed between the Parties, and no other remedy or restitution shall be sought for either the electricity costs incurred by District, or the water rate discrepancy incurred by City during the said time periods. Section 2. Notices. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: CITY OF REDLANDS: City Clerk 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 Fax: (909) 798-7535 DISTRICT: Steve Sutorus, Business Manager San Bernardino Community College District 550 E. Hospitality Lane, Suite 200 San Bernardino, CA 92408 ssutorus@sbeed.cc.ca.us Phone: (909) 388-6911 Fax: (909) 387-1102 2 LAca\djm\Agreements\SBCCD Reconciliation Settlement Agmt.FY20-0009.docx.jn Section 3. Defense and Indemnity. A. City shall defend, indemnify, and hold harmless District and its elected officials, officers, employees, and agents (collectively, the "District Indemnified Parties") from and against any and all liabilities, damages, costs, expenses, causes of action, claims, suits, proceedings and judgments (collectively, "Claims") which they may incur or suffer or be put to by reason of, in connection with or arising from (i) any breach, violation or non-performance by City of any obligation contained in this Agreement to be observed or performed by City, or (ii) any wrongful or negligent acts or omissions of City or its elected officials, officers, employees and agents which relate to this Agreement and, in such circumstances, City shall defend District Indemnified Parties (in addition to providing indemnity). City acknowledges and agrees that this defense and indemnity provision shall survive any termination of this Agreement. B. District shall defend, indemnify, and save harmless City, and its elected and appointed officials, officers, employees and agents (collectively, the "City Indemnified Parties") from and against any and all Claims which they may incur or suffer or be put to by reason of or in connection with or arising from (i) any breach, violation or non-performance by District of any obligation contained in, or relating to, this Agreement to be observed or performed by District and (ii) any wrongful or negligent acts or omissions of District or its elected officials, officers, employees and agents which relate to this Agreement and which give rise to a tortious Claim against City and, in such circumstances, District shall defend City Indemnified Parties from such Claims (in addition to providing indemnity). District acknowledges and agrees that this defense and indemnity provision shall survive any termination of this Agreement. Section 4. Attorneys' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement the prevailing Party in such action shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. Section 5. Entire Agreement. This Agreement supersedes any and all other agreements between the Parties with respect to the subject matter contained herein. Each Party to this Agreement acknowledges and agrees that no representations, inducements, promises or agreements have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, stipulation or promise not contained in this Agreement shall be valid or binding on either Party. Section 6. Authority. Each Party warrants that the person signing this Agreement is authorized and empowered to sign this Agreement on his or her behalf, and to bind such Party to the terms of this Agreement. 3 L:\ca\djm\Agreements\SBCCD Reconciliation Settlement Agmt.FY20-0009.docx jn IN WITNESS WHEREOF, duly authorized representatives of City and District have signed in confirmation of this Reconciliation and Settlement Agreement. CITY IJANDS I B Paul T. Barich, Mayor ATTEST: e e Donaldson, City Clerk SAN BERNARDINO COMMUNITY COLLEGE DISTRICT By: 4=- a p-2-AJ Steven J. Sutorus, Business Manager 4 LAcaldjm\AgreementslSBCCD Reconciliation Settlement Agmt.F'Y20-0009.docxjn