HomeMy WebLinkAboutContracts & Agreements_85-2021FINANCIAL CONTRIBUTION AGREEMENT
This financial contribution agreement (` Agreement") is made this 1st day of June, 2021
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and
the Inland Valley Development Agency a California joint powers authority ("IVDA'). City and
IVDA are sometimes individually referred to herein as a `Party' and, together, as the `Parties.
RECITALS
WHEREAS, IVDA has undertaken its Mountain View Avenue infrastructure
improvement project ("Project"), portions of which involve the construction of certain public
infrastructure within the jurisdiction of the city of Redlands including the relocation of potable
and non -potable City waterlines, and the paving and resurfacing of Mountain View Avenue; and
WHEREAS, the potable and non -potable City waterline relocation work for the Project
has been completed, and the Mountain View Avenue paving and resurfacing portion of the
Project will be completed this month; and
WHEREAS, IVDA recently requested a financial contribution from City for the potable
and non -potable City waterline relocation work, and for certain paving and resurfacing work for
Mountain View Avenue that has been, and will be, performed within the jurisdiction of the city
of Redlands (collectively the `Improvements"); and
WHEREAS, in response to IVDA's request for a financial contribution in recognition of
IVDA's construction of the Improvements, City agrees to contribute to IVDA the sum of six
hundred nine thousand three hundred sixty three dollars ($609,363);
NOW THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and the Inland Valley Development Agency agree as follows.
AGREEMENT
Section L. Financial Contribution. Pursuant to the request of WDA, City hereby
agrees to pay to IVDA the sum of six hundred nine thousand three hundred sixty three dollars
($609,363) within thirty (30) days from the Effective Date of this Agreement.
Section 2. Defense and Indemnity IVDA shall indemnify defend (with counsel
reasonably acceptable to City), protect and hold City harmless from and against (i) any and all
IVDA and third party claims, demands, damages, losses, causes of action, defense costs, and
liability (including expert expenses, costs, and reasonable attorneys' fees (including fees for use
of in-house counsel)) of any kind or nature, including damages to property or injuries to persons,
accidental death, and reasonable attorneys' fees and costs, which may arise from or result in
connection with by IVDA's construction of the Project, or IVDA's construction of the
Improvements; (ii) any action or proceeding brought by any third party challenging the validity
of any provision of this Agreement, and/or (iii) any breach by IVDA of any of its obligations
under this Agreement.
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Section 3. Waiver of Claims. WDA further expressly waives any rights it may have
to request any additional financial contribution from City in connection with IVDA's
construction of the Project or the Improvements, pursuant to California Civil Code section 1542
which reads:
A general release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if known by him or
her must have materially affected his or her settlement with the debtor.
Section 4. 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 or electronic mail transmission (including PDF), 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.
City Clerk
City of Redlands
35 Cajon Street
P.O Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
Fax: (909) 798-7535
IVDA.
Michael Burrows, Chief Executive Officer
Inland Valley Development Agency
1601 E. Third Street, Ste. 100
San Bernardino, CA 92408
mburrows@sbdairport.com
Phone: (909) 382-4100
Fax: (909) 382-4106
Section 5. Attorneys Fees and Costs. hi the event any action is commenced to
enforce or interpret any term or provision of this Agreement, the prevailing party in such action
shall be entitled to the recovery of its reasonable attorneys' fees, in addition to any costs and
other relief. hi the event any action is commenced to enforce or interpret the terms or conditions
of this Agreement the prevailing party shall, in addition to any costs or other relief, be entitled to
recover its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party
Section 6. Entire Agreement. This Agreement supersedes any and all prior verbal or
written agreements between the Parties relating to the subject matter hereof, and contains the
entire agreement of the Parties as to the matters covered hereby
Section 7. Authority. The undersigned Chief Executive Officer of IVDA represents
that he has the legal authority to represent IVDA and its members with regard to the matters
contained in this Agreement, and acknowledges that IVDA has read the foregoing paragraphs,
and is fully and completely aware of their effect.
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IN WITNESS WHEREOF, the Parties executed this Agreement in Redlands, California,
as of the Effective Date written above
CITY OF REDS NDS
Paul T Barich, Mayor
ATTEST
By
nne Donaldson, City Clerk
INLAND VALLEY DEVELOPMENT AGENCY
By/ U �i
Michael Burrows, Chief Executive Officer
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