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HomeMy WebLinkAboutContracts & Agreements_112-2023FUNDS TRANSFER AGREEMENT FOR THE UNIVERSITY VILLAGE PROJECT BY AND BETWEEN CITY OF REDLANDS AND UNIVERSITY OF REDLANDS FUNDS TRANSFER AGREEMENT FOR THE UNIVERSITY VILLAGE PROJECT This Agreement is entered into effective as of June 20, 2023 ("Agreement"), by and between the City of Redlands, a municipal corporation established and existing pursuant to the Constitution of the State of California, hereinafter referred to as the "City" and the University of Redlands, a public benefit non-profit corporation established and existing pursuant to the laws of the State of California, hereinafter referred to as the "Recipient". City and Recipient may be collectively referred to as "Parties" or individually referred to as "Party" in this Agreement. WITNESSETH WHEREAS, the University Village Project ("Project") is a "car -light" neighborhood design, with robust mix of uses, and transit -oriented themes that provides a valuable asset to the community both at its completion and well into the future; WHEREAS, the Recipient requested $18,000,000 in state budget allocation funds in a State Budget Request letter to Assemblymember James Ramos dated January 21, 2022 ("Funding Request" attached hereto as Exhibit A); WHEREAS, on April 15, 2022, Assemblymember James Ramos submitted the budget request (attached hereto as Exhibit B) for $18,800,000.00, stating that "University of Redlands is a federally recognized Hispanic Serving Institution. University Village will help sustain the University's high -quality faculty, enrich the student experience, provide an abundance of new transit -oriented housing, spur new small businesses, generate employment opportunities and elevate community engagement with the University and with the citizens of Redlands"; WHEREAS, Assemblymember James Ramos nominated the City as the local administrator of the request (Exhibit B); WHEREAS, in accordance with the AB 179 Budget Act of 2022 (the "Act"), Section 19.56(0(12), $8,000,000.00 in funds ("Grant funds") was allocated to the City of Redlands for the construction of the University Village Project ("Project"); WHEREAS, the Grant funds are payable from the state General Fund and will be disbursed to the City by the Department of Housing and Community Development; and WHEREAS, City has determined the best method for allocation of the Grant funds to the Recipient to ensure it is used for the purposes specified in Section 19.56 of the Act is a funds transfer agreement and to provide the Grant funds as an advance lump sum payment as allowed in Section 19.56(a)(5) of the Act. 1 Mcmo\Agreements\Final Unfit DRAFT Funds Transfer Agreement FY22-0176.docz - AE NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: TERMS & CONDITIONS 1. Incorporation of Recitals. The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Recipient. The name of the Recipient is identified as the University of Redlands, hereinafter referred to as "Recipient". Recipient wholly owns Zanja, LLC, which is the property owner of the land that Zanja, LLC will ground lease to a developer for construction of the Project. 3. Recipient Funding and Support. Upon receipt of the Grant funds from Department of Housing and Community Development, the City shall promptly remit the Grant funds to Recipient to fund the scope of services as provided in Part 4 ("Scope of Services") herein. The Grant funds shall be encumbered by June 30, 2024 pursuant to Section 19.56(a)(7) of the Act. Recipient will place the Grant funds in an interest -bearing account, will use all interest proceeds toward the Scope of Services in the same manner as the principal, and will account for all such proceeds in the manner set forth in this Agreement. 4. Scope of Services. The Recipient's Scope of Services pursuant to this Agreement is to use the Grant funds and accrued interest for purposes set forth in the Funding Request. In accordance with Section 19.56(a)(2) of the Act, Recipient attests that it shall only use Grant funds and any accrued interest for purposes specified in Section 19.56 of the Act. Further, Recipient agrees to indemnify, defend and hold harmless the City in the event that the Recipient's use of Grant funds is outside of the purposes specified in Section t9.56 of the Act or violates any local, state or federal laws. 5. Time of Performance. Recipient anticipates that the Scope of Services will commence sometime in calendar year 2024, or as soon as practicable thereafter and will be completed as soon as practicable, and all Grant funds shall be expended by June 30, 2026, pursuant to Section 19.56(a)(7) of the Act. 6. Accounting, Reporting, Inspection, and Recordkeeping. The Recipient shall establish and maintain on a current basis an adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards to account for the use of the Grant funds. At all times, the Chief Financial Officer of the Recipient shall maintain the financial books and records of the Recipient to be established pursuant to this Agreement and maintained by the Recipient separate and apart from other Recipient financial records and shall set forth all financial activity in connection with the use of the Grant funds as a separate line item in the annual budget of the Recipient. 2 1;\cmo\Ag=ncnts\Fina1 Uont DRAFT Funds Transfer Agreement FY22-0176.docx - AR Recipient shall submit quarterly statements signed by the Chief Financial Officer of Recipient to the City accounting for the use of the Grant funds on the Project. The statements shall provide in reasonable detail the date any Grant funds were disbursed in the last three-month period, the amount of the disbursement, a detailed narrative description of the portion of the Scope of Services to which the disbursement was devoted, all applicable invoices, and the amount of Grant funds remaining unspent as of the end of the three-month period. Recipient will maintain a running list of all disbursements reported. When all Grant funds have been disbursed, Recipient will provide City with a final statement of cumulative costs incurred, marked "FINAL". The final statement of costs shall constitute Recipient's final financial report. The Recipient shall permit on -site inspection by the City representatives during normal business hours with seven (7) days' prior written notice and ensure that its employees furnish such information as may be relevant to a question of compliance with this Agreement. All accounting and reporting records pertaining to the use of Grant funds disbursed to the Recipient hereunder shall be retained by the Recipient and available to the City for examination and for purposes of performing an audit for a period of seven (7) years from the date of disbursement. Recipient agrees, at its sole cost, to cooperate and assist the City in good faith in responding to any audits, requests for information, documentation or inspection by any local, state or federal agency in connection with the use of the Grant funds. 7. Pursuant to Section 19.56(a)(3) of the Act, the Grant funds are exempt from the personal services contracting requirements of Article 4 (commencing with Section 19130) of Chapter 5 of Part 2 of Division 5 of Title 2 of the Government Code, from Part 2 (commencing with Section 10100) of Division 2 of the Public Contract Code, and the State Contracting Manual, and are not subject to the approval of the Department of General Services, including the requirements of Chapter 6 (commencing with Section 14825) of Part 5.5 of Division 3 of the Title 2 of the Government Code. 8. Discrimination. The Recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, disability, marital status, veteran status, sexual orientation or gender identity, or any other legally protected ground in the performance of the Scope of Services of this Agreement. 9. Changes in Grant Allocation. The City may, but is under no obligation to, grant additional funds at its sole discretion for use by the Recipient to assure the successful completion of the Project. 10. Notices. All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: 3 IAcmo\Agreements\Final UofR DRAFT Funds Transfer Agreement FY22-0176.docx - AE To the City: City of Redlands Attention: Charles M. Duggan, Jr., City Manager 300 East State Street, Ste. 690 Redlands, CA 92373 Phone: (951) 798-7510 Email: cduggan@cityofredlands.org To the Recipient: University of Redlands Attention: Mr. Jason Doyle 1200 East Colton Ave., P.O. Box 3080 Redlands, CA 92373-0999 Phone: (909) 748-8020 Email: jason_doyle@redlands.edu 11. Counterparts: Electronic Signatures. The Agreement may be signed electronically. By signing this document in electronic form, the Parties agree that this Agreement may be transmitted and signed electronically by all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California law and regulations, including but not limited to Civil Code section 1633.7. 12. Severability. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 13. Amendment or Modification. This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 14. Non -Waiver. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 15. Representatives of Persons Executing the Agreement. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 16. Use of Names and Trademarks, Press Releases. Neither Party shall use the other party's name, trademarks, or other logos in any publicity, advertising, or news release without the prior written approval of an authorized representative of that Party. The Parties agree that each Party may use factual information regarding the existence and 4 1:\cmo\Agreements\Fina1 UofR DRAFT Funds Transfer Agreement FY22-0176.docx - AE purpose of the relationship that is the subject of this Agreement for legitimate business purposes, to satisfy any reporting and funding obligations, or as required by applicable law or regulation without written permission from the other Party. In any such statement, the relationship of the Parties shall be accurately and appropriately described. 17. Consequential Damages and Limitation of Liability. Except as otherwise provided herein, the City and the Recipient agree that in no event will either be liable to the other under this Agreement for any consequential damages including but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth herein shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Recipient and the City, their employees or subconsultants. 18. Legal Proceedings. Should any legal proceedings be commenced by either Party to this Agreement to enforce, enjoin, or collect Grant funds or otherwise affect this Agreement between the Parties, said proceedings shall be filed in San Bernardino County Superior Court. The prevailing party shall be entitled to its reasonable attorneys' fees and costs. Should any legal proceedings, disputes, or claims be commenced or asserted by any other person or entity including, but not limited to the Recipient's development partners, contractors, subcontractors or agents against the City and any of its employees, agents and contractors in connection with the Project or Recipient's breach of this Agreement, the Recipient agrees to indemnify, defend (with counsel retained by City) and hold the City and the City's employees, agents and contractors harmless from any and all judgments, claims, losses and liability, including attorneys' fees and costs, except to the extent such claims, losses and liabilities are caused solely by the negligence or willful misconduct of the City. 19. Reimbursement. Any reasonable costs, expenses, legal fees, including but not limited to the cost of outside counsel, incurred by the City in connection with enforcement of this Agreement and the obligations hereunder, shall be reimbursed to the City by the Recipient, within thirty (30) days of receipt of a statement of such expenses by the Recipient from the City. Total reimbursement under this clause shall not exceed Forty Thousand Dollars and Zero Cents ($40,000.00). 20. Exhibits. The exhibits to this Agreement are an integral part of this Agreement and have each been incorporated herein. 21. Entire Agreement. This Agreement constitutes the entire, final, complete, and exclusive agreement between Parties. This Agreement supersedes all prior negotiation, discussions and agreements between Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 5 Lkino\Agrmnents\Final UofR DRAFT Funds Transfer Agreement FY22-0176.dmx - ALA IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of Redlands By:� Charles M. Duggan, Jr., CVmydager Attest a Approved as to Form: '�J� — By: ity ttorney RECIPIENT Universitv of Redlands L. Newkirk, Approved as to Form: By: Re >ent Geeral Counsel 6 1:1cmo\Agreements\Fina1 UofR DRAFT Funds Transfer Agreement FY22-0176.docx - AE EXHIBIT A: UNIVERSITY FUNDING REQUEST Redlands Office of the President January 21, 2022 The Honorable James Ramos California State Capitol P.O. Box 942849 Sacramento, CA 94249-0040 Re: State Budget Request for a Model Transit -Integrated Neighborhood, University Village at University of Redlands, Redlands, CA Dear Assemblymember Ramos, The University of Redlands, a federally designated Hispanic Serving Institution, is requesting your consideration and support for an $18 million state budget allocation for University Village - a 30-acre transit -oriented, multi -use, mixed -income, sustainable community adjacent to the terminus station of the MetroLink commuter train system. By providing over 1,000 new residential units, this new socio-economically-diverse neighborhood will assist the University in sustaining high -caliber faculty, provide housing opportunities for University staff and graduate students to reside near the campus where they work and learn to avoid time-consuming and costly commutes and reduce single - passenger vehicle trips, as well as providing housing to the community at large. In addition, University Village will be largely self-contained. Featuring 68,000 square feet of local - serving retail including a locally owned food market, featuring products from local purveyors, platforms for local performers and artists, a brewery, and other locally -owned neighborhood services; and 44,000 square feet of flex space for offices and live/work spaces, significantly reducing the need for automobile use. The University of Redlands - through University Village - desires to uplift the underserved communities of San Bernardino County, offering an at -risk youth employment program, a commitment to local hiring goals, and construction contracts to be awarded to priority businesses including MBE and WBE. In addition, the University is proposing an Innovation Lab - a hub of creativity where renowned local companies, such as ESRI, will come together with University staff, students 1200 East Colton Avenue • P.O. Box 3080 • Redlands CA 92373-0999 • Tel: 909.748.8390 Page 2 and the community to address the 21st century challenges, such as climate change, income inequality, and access to health care. The funds provided in this grant will accelerate the completion of the project by providing critical infrastructure funding for: • Flood management including creating a new riparian creek running parallel with the Mill Creek Zanja, built in 1819 as an irrigation channel and listed on the National Register of Historic Places, and various water detention devices; • A multi -modal mobility system including pedestrian, cycling, micro -mobility, and public transit connections, creating a resilient network that links University Village to the campus, as well as the city and region; • Wet & dry utilities to address outdated and/or inadequate systems including potable water, fire water, sewer, electrical, storm drains, water efficiency, and street improvements; and • Community facilities and open space network including a Village Green, Mills Creek Zanja and greenway, and habitat corridors. Completion of University Village is certain to become a national model for sustainability, raising the bar for what neighborhoods of the future can - and must be. We urge your support for this request for Fiscal Year 2022 with our focus on providing the critical infrastructure to support economic development, sustain the environment, create jobs, and add mixed -income housing for young families and for seniors to age in place. We appreciate your consideration and look forward to the opportunity to meet with you and your staff to address any questions you may have regarding our request. Sincerely, Krista L Newkirk President, University of Redlands 1200 East Colton Avenue • P.O. Box 3080 • Redlands CA 92373-0999 •'rel: 909-748-8390 EXHIBIT B: ASSEMBLYMEMBER RAMOS BUDGET REQUEST 2022 ASSEMBLY DISTRICT BUDGET REQUEST #X .LAMES RAMOS _I UNIVERSITY VILLAGE REDLANDS 8.8 MILLION Description: Funding for a sustainable, multimodal, mixed use development centered around University of Redlands Is this request for capital outlay: a "fixed asset (including land and construction) with a useful life of 10 or more years and a value which equals or exceeds one hundred thousand dollars"? Yes. This budget request facilitates infrastructure improvements needed to accelerate housing the development of University Village. Who would be the local administrator of this request? (Typically a city or county governmental entity.) City of Redlands Do you have a state department in mind to administer these funds? (This is rare and if no, budget staff will assist in identifying one.) No Other Information? University of Redlands is a federally recognized Hispanic Serving Institution. University Village will help sustain the University's high quality faculty, enrich the student experience„ provide an abundance of new transit -oriented housing, spur new small businesses, generate employment opportunities and elevate community engagement with the University and with the citizens of Redlands. Staff Contact (name, email, Phone). Michael Chen, Michael.chenaasm.ca.gov, 916-319-2040 Please limit this form to 1 page only. 2022 ASSEMBLY BUDGET DISTRICT REQUEST PRIORITIES MMr N` RAMOS .1AMES Doi} 4/15/2022 ST7��F3G�NT}1�T MICHAEL CHEN; MICHAEL.CHEN@Q ASM.CA.GOV PRIORITY ORDER: 1. 2. 3. 4. 5. 6.