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HomeMy WebLinkAboutContracts & Agreements_54-2022AGREEMENT BETWEEN THE CITY OF REDLANDS AND THE REDLANDS HISTORICAL MUSEUM ASSOCIATION, INC FOR THE GRANT OF FUNDS FOR IMPROVEMENTS TO THE PROPOSED "MUSEUM OF REDLANDS" This agreement ("Agreement") for the grant of City funds for improvements to the proposed "Museum of Redlands" is made and entered into this 19th day of April, 2022 ("Effective Date"), by and between the City of Redlands, a California municipal corporation and general law city ("City"), and the Redlands Historical Museum Association, Inc., a 501(c)(3) nonprofit corporation ("Grantee") City and Grantee are sometimes individually referred to herein as a "Party" and, together, as the "Parties." RECITALS WHEREAS, Resolution No 7445 of the City Council of the City of Redlands ("City Council") designated the Board of Trustees of City's A.K. Smiley Public Library as the administrator of the proposed "Museum of Redlands" and established interim and permanent improvement, repair, maintenance and operational obligations for City and the Board of Trustees, both before and after the City might obtain title to the property located at 700 Brookside Avenue, and WHEREAS, the City Council is in receipt of a grant proposal submitted by the Redlands Historical Museum Association, Inc. which requests funding for the completion of certain improvements associated with the construction of the proposed "Museum of Redlands," and WHEREAS, City has found and determined that the provision of funds to Grantee for the improvements to the "Museum of Redlands" serves a public purpose for the reason that the funds will facilitate the opening of a historical museum that will provide cultural enrichment to the Redlands community and contribute to the City's goals of enhancing tourism and economic development; and WHEREAS, on February 15, 2022, the City Council authorized the grant of One Million Dollars ($1,000,000) ("Grant Funds") for the improvements to the "Museum of Redlands," NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows AGREEMENT Section 1. Grant. City hereby grants to Grantee the sum of One Million Dollars ($1,000,000) (the "Grant Funds") pursuant to the request of Grantee set forth in its grant proposal, which is attached hereto as Exhibit "A" and incorporated herein by this reference City shall disburse the Grant Funds to Grantee on or before May 1, 2022 Section 2. Restrictions on Use of Funds. Grantee warrants and represents that the Grant Funds shall not be used for any activity that would violate City, state, or federal statutory or decisional law, and shall be expended solely for improvements Grantee proposes to make to the "Museum of Redlands," as more particularly described in Exhibit "A" (the "Improvement Work") 1 L:\ca\djm\Agreements\Redlands Historical Museum Grant Agreement.FY21-0102.docx jn In the event the Grant Funds are not used for the Improvement Work, Grantee shall provide written notification to City and shall return the Grant Funds in full to City within ten (10) days of such notice If the Grant Funds are not fully expended by or. before April 19, 2024, Grantee shall return the unexpended Grant Funds to City within thirty (30) days of such date. Section 3. Compliance with California Labor Code. In performing the Improvement Work, Grantee shall comply with all applicable federal, state, and local laws, including, but not limited to, any applicable provisions of the California Labor Code. City makes no representation to Grantee as to whether the Improvement Work constitutes a "Public Work" as that term is defined by California Labor Code section 1720, and Grantee acknowledges and agrees that Grantee shall be solely responsible and liable for the determination of whether such Improvement Work constitutes a "Public Work." Grantee further acknowledges and agrees that City's sole obligation under this Agreement is to provide Grantee with the Grant Funds, and that City is not an awarding authority for any contract entered into by Grantee for the Improvement Work, nor is City otherwise undertaking any "Public Work" for purposes of California Labor Code section 1781 Grantee shall defend, indemnify, and hold harmless City and its elected and appointed officials, officers, and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that City or Grantee has failed to comply with any applicable provision of the California Labor Code in connection with Grantee's undertaking of the Improvement Work. Section 4. Reporting and Accounting Requirements. A. Grantee shall maintain true, proper, and complete books, records and accounts (collectively, "Books and Records") in which shall be entered fully and accurately all transactions taken with respect to the Improvement Work and the expenditure of the Grant Funds. Grantee shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles, B City reserves the right to designate its employee representatives, or its contracted representatives with a Certified Public Accounting firm, who shall have the right to audit Grantee's Books and Records as they relate to the Grant Proposal, and to examine any cost, revenue, payment, claim or other records or supporting documentation relating to Grantee's use and expenditure of the Grant Funds. Any such audit shall be undertaken by City or its representatives at mutually agreed upon reasonable times, and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit. C City's right to audit shall extend for a period of three (3) years following the date of City's provision of the Grant Funds to Grantee. Grantee agrees to retain all records and documentation relating to the Grant Proposal and Grantee's expenditure of the Grant Funds for such period. Section 5. Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless City, and its elected and appointed officials, officers, employees and agents, (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgements, fines, penalties, 2 i.:\ca\djm\Agreements\Redlands Historical Museum Grant Agreement.FY21-0102.docx.jn liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a "Claim," collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to this Agreement and Grantee's undertaking of the Improvement Work (including the negligent and/or willful acts, error and/or omission of Grantee, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them) Notwithstanding the foregoing, nothing herein shall be construed to require Grantee to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as a limitation upon the amount of indemnification to be provided by Grantee Section 6. Grantee Independence. In the performance of this Agreement, Grantee, and the employees and agents of Grantee, shall act in an independent capacity and are not officers, employees, or agents of City The manner and means of performing the Improvement Work are under the control of Grantee, except to the extent they are limited by statute, rule, or regulation and the express terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Grantee, or any of Grantee's employees or agents, to be the employees or agents of City Grantee shall have the responsibility for, and control over, the means of performing the Improvement Work. Anything in this Agreement that may appear to give City the right to direct Grantee as to the details of the performance or to exercise a measure of control over Grantee shall mean only that Grantee shall follow the desires of City with respect to the results of the Improvement Work. Section 7. Prohibition against Transfers. Grantee shall not assign or transfer this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of City Any attempt to do so without such written consent of City shall be null and void. Section 8. 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 OF REDLANDS City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org (909) 798-7531 REDLANDS HISTORICAL MUSEUM ASSOCIATION Stephen Stockton, President PO Box 470 Redlands, CA 92375 stevep aul 1938@gmail.com (951) 966-0047 3 L:\ca\djm\Agreements\Redlands Historical Museum Grant Agreement.FY21-0102.docx.jn Section 9. General Considerations. A. Waiver. A waiver by either Party of any breach, or of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other tern, covenant, or condition contained herein, whether of the same or a different character B Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties with respect to its subject matter, and all preliminary negotiations and agreements of whatsoever kind or nature relating to the same are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. C Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of the Agreement or any other rule of improvements which might otherwise apply D Amendment. This Agreement may be modified or amended only by a written document executed by both Grantee and City E. Severability. If any term or provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. F Controlling Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. G Equal Opportunity Employment. Grantee represents that it is an equal opportunity employer, and it shall not discriminate against any contractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. H. Attorney's Fees. In the event any action is commenced to enforce or interpret any term or provision of this Agreement, the prevailing Party in such action, in addition to costs and any other relief, shall be entitled to the recovery of its reasonable attorneys' fees, including fees for a Party's use of in-house counsel. 4 L•\ea\djm\Agreements\Redlands Historical Museum Grant Agrcement.FY21-0102.doex•jn IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of its Effective Date CITY OF REDLANDS Paul T Barich, Mayor ATTEST e Donaldson, City Clerk REDLANDS HISTORICAL MUSEUM ASSOCIATION, INC • en P Stocker, President 5 L \ca\djtn\Agreements\Redlands Historical Museum Grant Agreement.FY21-0102.docx.jn EXHIBIT "A" GRANT PROPOSAL Museum of Redlands January 21, 2022, City of Redlands 30 Cajon Street Redlands, CA 92373 Attention, Charlie Duggan City Manager Via E mail Dear Charlie, A vision twenty-two years in the making is about to happen! Redlands will have by the end of this year a new cultural historical, educational "Living Room"! Redlands' residents will have a place that provides ongoing context and inspiration for years to come In 2000, the old city hall was promised by the city as the Museum site, even signs were put up The Great Recession killed that dream That site was needed for police services Three other potential sites were explored but became unavailable Then, through the generosity of a private donor the former Daily Facts Building at Brookside Avenue and Center Street was given to the Museum We chose our name to be the Museum of Redlands. The Museum will lead visitors through the rich history of Redlands by way of interactive exhibits, lectures, art, and music, but also involve significant space for travelling exhibits from other museums all of which will provide an ongoing opportunity for residents and visitors alike to return repeatedly The design developed by well known architects Johnson/Favaro, (most recently of the new Riverside Library), creates an iconic landmark in Redlands that represents our time and our gift to future citizens The early documents between the City and MOR anticipated that the city, near the completion of the project would become an active partner with MOR, both financially and operationally We are currently funded with pnvate donations These private funds came from four major donors and more than 800 additional donors who have contributed almost $18 million The total project cost is projected to be between $24 and $26 million NOW is the City's time to assist in completing MOR With a contribution of $6 6 million, the city would be presenting its citizens with a new cultural asset This amount includes contingencies, MOR soft costs and will complete the interior of MOR It does not include prevailing wages The attached document details MOR s cash flow from January 1, 2022 through April 2022 The document also details a short fall of cash for current construction which is dependent on pledges and additional fund raising by the MOR This could require a reimbursement agreement with the city as funds become available MOR will join with a new City Hall a new Police Headquarters, and new Fire Stations Culture and education join "civic hands" with public safety and administrative services, all to serve the people of Redlands in the 21" Century and beyond We look forward to your favorable approval with advanced "thanks" for keeping our mutual project on time Sincerely, hen P St ton President, Museum of Redlands CC Chris Boatman, Don McCue, Tim Rochford Char Burgess Attachment 6 L \ca\djm\Agreements\Redlands Historcal Museum Grant Agreement.FY21-0102.docx.jn Funds available at 12/31/2021 January 2022 Pledges Receivable/Donations January Projected Costs January 2022 Funds Balance feburary 2022 Pledges Receivable February Projected Costs February 2022 Funds Defence March 2022 Pledges Receivable March Projected Costs March 2022 Funds Balance April Projected Costs April 2022 Funds Balance No assurance is provided on this statement, 5,245,550 135,548 (2,e75,9aiL • 2,506,098 22,500 9,600,000) ' (71,402) 600,000 (1,750,000j. " 0,221,402) (463,000) • ja414 4221. Additional Estimated Fund Contributions after April 2022 750,000 1,500,000 Estimated sale of 300 pavers at $2,500 each Estimated additional pledges receivable Does not include monthly donations Estimated Cost for Final Phase of Construction 6,600,(00 " 'these projected expenditures are from the General Contractor Tilden -Coil Constructors, Inc as well as estimated expenses for other contractors such as Johnson Favaro, River City Testing, etc. Does not Include general operating expenditures, No assurance Is provided on this statement. Redlands Historical Museum Association Capital Funds Projection As of April 30, 2022 Building & tot Purchase Tilden Coll Constructors Spent prior to 12/31/21 Additional costs including architect and other misc expenses prior to 12/31/21 Subtotal Expenditures prior to 12/31/21 January Projected Costs 7 1_,:ka\djrMAgreementsaedlands Historical Museum Grant Agreement.FY21-0102.docx.jrt Protected Capital Funds Expenditures to April 2022 Capital Fund Expenditures; 1,563I 312 8,453,424 07O8. 11,323,774 2,875,000 February Projected Costs 2,600,000 March Protected Costs 1,750,000 April Projected Costs 463,000 * 1 ,774