PROMISSORY NOTE
$2,000,000.00 ______________, 2024
FOR VALUE RECEIVED, REDLANDS HISTORICAL MUSEUM ASSOCIATION, a California nonprofit public benefit corporation (the “Museum”) promises to pay to the order of the CITY OF REDLANDS, a California municipal corporation and general law city (the “City”) in lawful money of the United States of America at its offices located at 300 East State Street, Suite 690, P.O. Box 3005 (mailing), Redlands, CA 92373, or at such other location as the City may designate from time to time, the principal sum of Two Million Dollars ($2,000,000.00) (the “Advance”), together with interest accruing on the unpaid principal balance at a rate of zero percent (0%) per annum from the date hereof, all as provided below.
1. MEMORANDUM OF UNDERSTANDING. This Note is delivered in connection with that certain Memorandum of Understanding (the “Agreement”) dated as of the date hereof between City and Museum.
2. PAYMENTS. The full balance of this Note, including all principal, accrued interest and late fees, is due and payable on the earlier of (i) fifteen (15) days following the City’s receipt of the final payment of Grant Funds pursuant to the Grant Agreement (as such terms are defined in the Agreement), or (ii) May 1, 2027, hereinafter known as the “Maturity Date.” Subject to Section 3 hereof, the Advance shall be due and payable in one (1) lump sum to be made in full, principal and interest (if any) included, by the Maturity Date; provided that the outstanding amount of the Advance may become due immediately in accordance with Section 12 of the Agreement.
3. PAYMENTS UPON REIMBURSEMENT FROM GRANT FUNDS. All Grant Funds (as defined in the Agreement) received pursuant to the Grant Agreement (as defined in the Agreement) by the City, or by the Museum and delivered to the City, shall be applied as a credit or deemed payment against the Advance.
4. LATE FEE. If the Museum fails to pay all principal, interest or other amounts coming due pursuant to the provisions of this Note on or before the Maturity Date, the Museum also shall pay to City a late payment fee of $10,000.00, together with the default interest due as described in Section 5.
5. INTEREST DUE IN THE EVENT OF DEFAULT. In the event the Museum fails to pay this Note in full on or before the Maturity Date, the unpaid principal shall accrue interest at the maximum rate allowed by law until this Note has been paid in full.
6. ALLOCATION OF PAYMENTS. Payments shall be first credited to any late fees due, then to interest due, and any remainder will be credited to principal.
7. PREPAYMENT. Museum may prepay this Note, in whole or in part, without penalty. In no event shall Museum be entitled to re-borrow any amounts prepaid.
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8. EVENT OF DEFAULT. The occurrence of any of the following shall be deemed to be a default hereunder:
(a) failure by Museum to pay any monetary amount when due under this Note; (b) use of funds provided under the Agreement for any purpose other than the Improvement Work (as defined in the Agreement);
(c) failure to submit any necessary documentation or information requested by the City to obtain reimbursement of funds from the State of California pursuant to the Grant Agreement; and
(d) an Event of Default as such term is defined in the Agreement.
9. ACCELERATION. If the Museum is in default under this Note, then City may, at its option, declare all outstanding sums owed on this Note to be immediately due and payable.
10. ATTORNEYS’ FEES AND COSTS. Museum shall pay all costs incurred by City in collecting sums due under this Note after a default, including reasonable attorneys’ fees.
If City or Museum sues to enforce this Note or obtains a declaration of its rights hereunder, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys’ fees and costs incurred in the proceeding (including those incurred in any bankruptcy proceeding or appeal) from the non-prevailing party.
11. WAIVERS. Museum hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note or the Advance Agreement, if any).
Museum waives to the full extent permitted by law, the right to plead any and all statutes of limitations and/or any defenses relating to marshaling of assets as a defense.
12. NON-WAIVER. No failure or delay by City in exercising City’s rights under this Note shall be considered a waiver of such rights.
13. SEVERABILITY. In the event that any provision herein is determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other provision, all of which shall remain in full force and effect.
14. INTEGRATION. There are no verbal or other agreements which modify or affect the terms of this Note. This Note may not be modified or amended except by written agreement signed by Museum and City.
15. CONFLICTING TERMS. The terms of this Note shall control over any conflicting terms in any referenced agreement or document.
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16. TIME IS OF THE ESSENCE. Time is of the essence with regard to each provision of this Note as to which time is a factor.
17. NOTICE. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be made to the parties at the following addresses:
City of Redlands, Attn: City Manager
300 East State Street, Suite 690
P.O. Box 3005 (mailing)
Redlands, California 92373
Redlands Historical Museum Association, c/o Mundell, Odlum & Haws, LLP 650 E. Hospitality Lane, Suite 470
San Bernardino, California 92408
18. EXECUTION. The Museum executes this Note as a principal and not as a surety.
19. GOVERNING LAW. This Note shall be governed under the laws in the State of California.
REDLANDS HISTORICAL MUSEUM
ASSOCIATION, a California nonprofit public
benefit corporation
By: ____________________________
Name: _________________________
Title: President
By: ____________________________
Name: _________________________
Title: Secretary
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Memorandum of Understanding/Division of Responsibilities This Memorandum of Understanding/Division of Responsibilities (herein “Agreement) by and between the Board of Trustees of the A.K. Smiley Public Library (henceforward “the Library Board**) and the Redlands Historical Museum Association, Inc., a California public benefit nonprofit corporation (RHMA), is dated this 19th day of April, 2022.
Recitals
RHMA currently owns the building located at 700 Brookside Avenue, Redlands, California (“Museum Property**). RHMA purchased the Museum Property for the purpose of renovating the building located thereon to house the Museum of Redlands (MOR) which will include but not be limited to promoting the public understanding of the history, the community and the people of Redlands.
A.
Pursuant to City of Redlands Resolution No. 7445 (adopted by the City Council on September 14,2014), RHMA will eventually deed the Museum Property to City. In addition, Resolution 7445 provides that the Library Board will be the administrator of MOR and the A.K.
Smiley Public Library (“AKSPL’*) will be the repository of donated items to MOR, The purpose of the Agreement is to clarify the rights and responsibilities of the Library Board and RHMA regarding the operation of MOR.
OPERATIVE PROVISIONS:
B.
C.
1. Agreed Mission Statement of MOR
RHMA is organized to promote public understanding of the history, the community and the people of the Redlands, California area and to help establish and support the Museum of Redlands.
2. Administration of MOR
The Library Board shall have governing authority as well as legal and fiduciary responsibility for MOR. MOR is hereby made a Special Service of the Library. MOR shall be administered by the Library Director and staff whose duties include employing, training and supervising MOR personnel and the development of its continuing programs. These duties include responsibility for recruiting, hiring, discipline, firing and administering all employees, volunteers and docents necessary for the operation of MOR. The Library Board shall determine hours of operation, acquisition policy and all other necessary details associated with operating MOR. The Library Board shall also have the responsibility for stewardship and oversight of the operations of MOR and its historical collections.
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2,2 The Library Director and board member(s) shall meet periodically (but in any event at least annually) with RHMA representatives to discuss with them the programs, operations and development of MOR,
3. Maintenance of MOR Building
City shall be responsible for maintenance of MOR property and building, including responsibility for all landscaping, maintenance and other utilities necessary to operate MOR.
4. Ownership of Historical Materials
Any material, artifacts, documents, artwork, etc. acquired by RHMA becomes the property and responsibility of the Library Board as soon as it is acquired/acquisitioned/transferred to/accepted for inclusion into the Library’s holdings.
5. Role of RHMA
5.1 The Library Board acknowledges that RHMA is responsible for the purchase and renovation of MOR. Accordingly, there is a special relationship between the Library Board and RHMA with respect to administration of MOR. RHMA will play a role in providing input to the Library Board regarding the operations of MOR.
5.2 RHMA is a 501(c)(3) organization formed for the purpose of supplementing the mission of MOR by helping establish, support and assist in the operation of MOR. In support of its mission, RHMA will:
Promote public understanding of the history, the community and the people of the Redlands, California area and to help establish, support and assist in the operation of MOR.
Help recruit volunteers and docents who will work under the direction of the staff (a)
(b)
of the AKSPL.
Stimulate public interest in the museum by soliciting contributions to RHMA operating and endowment funds, either through current gifts or by bequests in wills.
Pursuant to its mission, RHMA will continue to raise funds for support of MOR. (c)
(d)
(e) Assist with staffing to operate the museum store and the operation of event spaces for potential rental revenue.
RHMA will report regularly to the Library Board on RHMA activities.
Coordination for Community Use of MOR
The Library Board acknowledges that the intent is for MOR to be a shared community asset utilized by various groups and organizations within the Redlands Community.
The Library Board will collaborate with RHMA in fulfilling RHMA’s mission.
Library Board will oversee scheduling for and collaborate with other community organizations to utilize museum space as appropriate.
5.3 6.
6.1 6.2
6.3 2
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Compliance with Donation Agreements and Commitments
The Library Board acknowledges that, in fundraising for the purchase and renovation of MOR, RHMA made certain commitments to donors which must be followed in connection with the ownership and operation of MOR. Those commitments include naming rights (plaques). RHMA will provide a memorandum to the Library Board which sets forth in detail the commitments made to donors. The Library Board and successors agree to honor such donor commitments. Commitments are shown in "Exhibit A." MOR Revenues.
All revenues generated from events and activities at MOR property including but not limited to Museum Store sales and rental of event spaces shall be administered as part of the fiduciary responsibility of the Library Board. Net revenues from MOR shall be utilized exclusively to support MOR.
7. 8.
8.1 The Library Board will provide oversight and direction for all collaborative efforts including but not limited to RHMA for the operation of the Museum Store and rental of event spaces.
8.2 Library Board
Board of Trustees of the A. K. Smiley Library
Date: By:, U
RHMA
Redlands Historical Museum Association
Date:
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STATE OF CALIFORNIA NATURAL RESOURCES AGENCY
GRANT AGREEMENT
GRANTEE NAME: City of Redlands
PROJECT TITLE: Museum of Redlands Construction Completion AUTHORITY: Budget Act of 2023 (Chapters 12, 38, and 189, Statutes of 2023) PROGRAM: General Fund Specified Grant Projects
AGREEMENT NUMBER: GF2344-0
LAND TENURE TERM: 25 years
PROJECT PERFORMANCE PERIOD: March 1, 2024 to March 1, 2025 Under the terms and conditions of this agreement, the applicant agrees to complete the project as described in the project scope set forth in Exhibit A and any subsequent amendments, and the State of California, acting through the Natural Resources Agency, agrees to fund the project up to the total grant amount indicated pursuant to the Budget Act of 2023 (Chapters 12, 38, and 189, Statutes of 2023).
PROJECT DESCRIPTION: See project description on page 1 and Exhibit A of the Agreement TOTAL STATE GRANT NOT TO EXCEED: $2,000,000.00 (or project costs, whichever is less) The Special and General Provisions attached are made a part of and incorporated into the Agreement.
CITY OF REDLANDS
STATE OF CALIFORNIA
NATURAL RESOURCES AGENCY
By: By:
Charles M. Duggan, Jr. Andrea Scharffer
Title: City Manager Title: Deputy Assistant Secretary, Bonds & Grants Date: Date:
CERTIFICATION OF FUNDING
AMOUNT OF ESTIMATE FUNDING AGREEMENT NO. FUND
$2,000,000.00 GF2344-0 0001 – General Fund
ADJ. INCREASING ENCUMBRANCE FI$CAL PO NO.
ADJ DECREASING ENCUMBRANCE FUNCTION
Local Assistance
UNENCUMBERED BALANCE REF NO. FUND ENACTMENT YEAR ACCOUNT NO. ALT ACCOUNT 1024 0001 2023 5432000 5432000000
PROGRAM PCBU PROJECT ACTIVITY
RPTG
STRUCTURE SVC LOCATION
AGENCY
USE BUDGET PERIOD
0320 0540 0540GF23440 23203 05402001 23203 2023
I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance.
SIGNATURE OF ACCOUNTING OFFICER DATE
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STATE OF CALIFORNIA NATURAL RESOURCES AGENCY
GRANT AGREEMENT
GRANTEE NAME: City of Redlands
PROJECT TITLE: Museum of Redlands Construction Completion AGREEMENT NUMBER: GF2344-0
AUTHORITY: Budget Act of 2023 (Chapters 12, 38, and 189, Statutes of 2023) PROGRAM: General Fund Specified Grant Projects
PROJECT DESCRIPTION
Grant funds are made available to Grantee City of Redlands for the Redlands Historical Museum Association (RHMA) to be used for the public purpose of construction completion as limited by and described in this grant and authorized by the Budget Act of 2023, Chapters 38 and 189, Statutes of 2023. Grant funds may be used for but are not limited to final construction for the completion of the Museum of Redlands project.
A detailed project scope and activities, project schedule and project budget are described and attached hereto as Exhibit A.
Grant funds are to be used in accordance with the provisions contained in the Procedural Guide for General Fund Specified Pass-Through Grant Projects and this Agreement.
TERMS AND CONDITIONS OF GRANT
Special Provisions
1. Grantee shall ensure the Project will be operated and maintained for a minimum of 25 years (“the Land Tenure Term”) satisfactory to the Grantee for all Project Property to be improved under this Agreement.
2. Grantee shall ensure the completed Project and all related facilities shall be open to members of the public generally.
General Provisions
A. Definitions
1. The term “Act” means the Budget Act of 2023 (Chapters 12, 38, and 189, Statutes of 2023).
2. The term “Acquisition” means obtaining a fee interest or any other interest, including easements, leases, and development rights.
3. The term “Agreement” means this Grant Agreement.
4. The term “Procedural Guidelines” means the Procedural Guide for General Fund Specified Pass-Through Grant Projects, FY 2023-2024.
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5. The term “Development” means improvement, rehabilitation, restoration, enhancement, preservation, protection and interpretation or other similar activities.
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6. The term “Fair Market Value” means the value placed upon the property as supported by an appraisal.
7. The term “Grant” or “Grant Funds” means the money provided by the State to the Grantee in this Agreement.
8. The term “Grant Agreement” means a contractual arrangement between the State and Grantee specifying the payment of funds by the State for the performance of specific project objectives within a specific project performance period by the Grantee.
9. The term "Grantee" means an entity who has a signed agreement for Grant Funds.
10. The term “Other Sources of Funds” means cash or in-kind contributions that are required or used to complete the Project beyond the Grant Funds provided by this Agreement.
11. The term “Advance Payment Request Form” means Form RA212-A. The term “Advance Reconciliation Form means Form RA213.
12. The term "Project" means the activity to be accomplished with Grant Funds described in the Project Description
13. The term “Property” or “Project Property” means the property being developed or acquired with Grant Funds.
14. The term “Project Scope” means the description or activity for work to be accomplished by the Project.
15. The term "State" means the Secretary for California Natural Resources or his/her representatives, or other political subdivision of the State.
B. Project Execution
1. Subject to the availability of funds in the Act, the State hereby grants to the Grantee a sum of money (Grant Funds) not to exceed the amount stated on the signature page in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the Project Description in this Agreement and under the Terms and Conditions set forth in this Agreement.
2. Grantee shall ensure any and all additional funds that may be necessary to complete the Project are or will be available.
3. Grantee shall ensure the Project is completed within the Project Performance Period set forth on the signature page unless an extension has been formally granted by the State and under the Terms and Conditions of this Agreement. Extensions may be requested in advance and will be considered by the State, at its sole discretion, in the event of circumstances beyond the control of the Grantee, but in no event beyond March 1, 2027.
4. Grantee shall ensure the Project will comply with all current laws and regulations which apply to the Project.
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5. Grantee shall
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arrange for access by the State upon 24-hours’ notice to determine if Project work is in accordance with the approved Project scope, including a final inspection upon Project completion.
6. Grantee agrees to comply with or ensure compliance with all applicable state and local laws or ordinances that apply to relocation and real property acquisition by Public Agencies.
C. Project Costs
1. Requests for advance payment of Grant Funds must be submitted via a completed Advance Payment Request Form, but shall not exceed, in any event, ninety percent (90%) of the amount set forth on the signature page of this Agreement. The remaining ten percent (10%) of the grant will be issued as a reimbursement payment upon completion of the Project.
2. Grantee agrees to use any Grant Funds advanced by the State under the terms of this Agreement solely for the Project herein described.
3. Advance Reconciliation Documentation:
a. Grantee must submit documentation reconciling advanced funds expended no less than quarterly.
b. Reconciliation documentation must be submitted using a completed Advance Reconciliation Form accompanied by an itemized list of all expenditures. Each reconciliation must also include proof of payment such as receipts, paid invoices, canceled checks, or other forms of documentation demonstrating payment has been made.
c. Any reconciliation submitted without the required itemization and documentation will not be accepted. If the reconciliation package is incomplete, inadequate, or inaccurate, the State will inform the Grantee. The Project will not be deemed complete and the final ten percent (10%) of Grant Funds will not be released until all required reconciliation information is received or corrected. Any penalties imposed on the Grantee by a contractor, or other consequence, because of delays in payment will be paid by the Grantee and is not reimbursable under this Agreement.
4. Grant Funds have a limited period in which they must be expended. Expenditures funded by Grant Funds must occur within the time frame of the Project Performance Period as indicated in this Agreement.
5. The State reserves the right to request reimbursement of any funds spent on the Project if the Project is not completed in accordance with the Grant Agreement and the Grant Procedural Guidelines.
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D. Pr
1. oject Administration
Grantee shall promptly provide
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Project reports and/or photographs upon request by the
State. In any event Grantee shall provide the State a report showing total final Project expenditures and required closing documents before the final ten percent (10%) of the grant amount will be released
2. Grantee shall ensure property and facilities acquired or developed pursuant to this Agreement will be made available for inspection upon request by the State.
3. Grantee shall require any income earned from the use of the Project be used to further Project purposes, or, if approved by the State, for related purposes within the jurisdiction.
4. Advanced Grant Funds shall be placed in a separate interest-bearing account. Grantee shall set up and identify such account prior to the advance. Public grantees may deposit the Funds into their treasuries. Interest earned on Grant Funds shall be used on the Project, as approved by the State. Any overpayment of Grant Funds in excess of final Project costs shall be returned to the State within sixty (60) days of completion of the Project or the end of the Project Performance Period as shown on the signature page, whichever is earlier.
5. Grantee shall submit all documentation for Project completion, including a notice of completion, as applicable, within ninety (90) days of Project completion, but in no event any later than March 1, 2027.
6. Release of the final ten percent (10%) of Grant Funds is contingent upon Grantee’s written verification that Grant Funds have been used for a public purpose and such use is consistent with the Project scope, together with any State-approved amendments.
7. This Agreement may be amended by mutual agreement in writing between the Grantee and the State. Any request by the Grantee for amendments must be in writing stating the amendment request and reason for the request. The Grantee shall make requests in a timely manner, preferably no less than sixty (60) days before the effective date of the proposed amendment.
8. Grantee must report to the State all sources of other funds for the Project.
E. Project Termination
1. All funding is contingent upon appropriation. Prior to the completion of the Project, either party may terminate this Agreement by providing the other party with thirty (30) days’ written notice of such termination. The State may also terminate this Grant Agreement for any reason at any time if it learns of or otherwise discovers that there is a violation of any state or federal law or policy by the Grantee which affects performance of this, or any other grant agreement or contract entered into with the State.
2. If the State terminates without cause the Agreement prior to the end of the Project Performance Period, the Grantee shall take all reasonable measures to prevent further costs to the State under this Agreement. The State shall be responsible for any reasonable and non-cancelable obligations incurred by the Grantee in the performance of the Agreement prior to the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this Agreement.
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3. If the Grantee fails to complete the
DRAFT
Project prior to the termination date, the Grantee shall be liable for immediate repayment to the State of all amounts disbursed by the State under this Agreement, plus accrued interest and any further costs related to the Project. The State shall consider extenuating circumstances and not require repayment for Project work partially completed provided that the State determines it is in the State’s best interest to do so. This paragraph shall not be deemed to limit any other remedies available to the State for breach of this Agreement.
4. Failure by the Grantee to comply with the terms of this Agreement or any other agreement under the Act may be cause for suspension of all obligations of the State hereunder.
5. Failure of the Grantee to comply with the terms of this Agreement shall not be cause for suspending all obligations of the State hereunder if, in the judgment of the State, such failure was due to no fault of the Grantee. At the discretion of the State, any amount required to settle at minimum cost any irrevocable obligations properly incurred shall be eligible for reimbursement under this Agreement.
6. Because the benefit to be derived by the State, from the full compliance by the Grantee with the terms of this Agreement, is the for the purposes as stated in the Application for the people of the State of California, and because such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by the State by way of grant funds under the provisions of this Agreement, the Grantee agrees that payment by the Grantee to the State of an amount equal to the amount of the grant funds disbursed under this Agreement by the State would be inadequate compensation to the State for any breach by the Grantee of this Agreement. The Grantee further agrees therefore, that the appropriate remedy in the event of a breach by the Grantee of this Agreement shall be the specific performance of this Agreement, unless otherwise agreed to by the State.
F. Hold Harmless
1. Grantee shall waive all claims and recourses against the State, including the right to contribution for loss or damage to persons or property arising from, growing out of, or in any way connected with or incident to this Agreement, except claims arising from the gross negligence of State, its officers, agents, and employees.
2. Grantee shall indemnify or cause to be indemnified, hold harmless and defend State, its officers, agents and employees in perpetuity against any and all claims, demands, damages, costs, expenses or liability costs arising out of the Project, including development, construction, operation or maintenance of the property described in the Project description which claims, demands or causes of action arise under Government Code Section 895.2 or otherwise, including but not limited to items to which the Grantee has certified, except for liability arising out of the gross negligence of State, its officers, agents or employees.
Grantee acknowledges that it is solely responsible for compliance with items to which it has certified.
3. Grantee and State agree that in the event of judgment entered against the State and the Grantee because of the gross negligence of the State and the Grantee, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither party shall request a jury apportionment.
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G.
1. Financial Records
Grantee shall maintain satisfactory financial accounts, documents, and records for the DRAFT
Project and to make them available to the State for auditing at reasonable times. Grantee shall also retain such financial accounts, documents, and records for three (3) years after final payment and one (1) year following an audit.
2. Grantee agrees that during regular office hours, the State and its duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the Grantee pertaining to this Agreement or matters related thereto. Grantee shall maintain and make available for inspection by the State accurate records of all of its costs, disbursements, and receipts with respect to its activities under this Agreement.
3. Grantee shall use applicable Generally Accepted Accounting Principles, unless otherwise agreed to by the State.
H. Use of Facilities
1. This section applies to Projects that include Acquisition or Development activities.
2. Grantee shall ensure that use of the Project Property is for the purposes for which the grant was made and shall make no other use or sale or other disposition of the Project Property during the Land Tenure Term defined in the Special Provisions above.
3. For Project Property developed with Grant Funds:
a. If the use of the Project Property is changed to a use that is not permitted by the Agreement, or if the property is sold or otherwise disposed of within the Land Tenure Term, at the State’s sole discretion, Grantee shall be liable for immediate repayment to the State of all amounts disbursed by the State under this Agreement, plus accrued interest at the prime interest rate at the time of disposition.
4. For Project Property acquired with Grant Funds:
a. If the Land Tenure Term is perpetuity and the use of the Project Property is changed to a use that is not permitted by the Agreement, or if the property is sold or otherwise disposed of, at the State’s sole discretion, an amount equal to (1) the amount of the Grant (2) the Fair Market Value of the real property, or (3) the proceeds from the sale or other disposition, whichever is greater, may be reimbursed to the State. If the property sold or otherwise disposed of is less than the entire interest in the property funded in the Grant, an amount equal to either the proceeds from the sale or other disposition of the interest or the Fair Market Value of the interest sold or otherwise disposed of, whichever is greater, shall be reimbursed to the State. b. If the Land Tenure Term is less than perpetuity and the use of the Project Property is changed to a use that is not permitted by the Agreement or if the property is sold or otherwise disposed of prior to the end of the Land Tenure Term, an amount equal to the greater of (1) the amount of the grant or 2) the percentage of the property’s equity at the time of sale or change of use equivalent to the percentage of grant funds contributed toward the original purchase price may be reimbursed to the State.
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c. If the Land Tenure Term is less than perpetuity and the use of the Project P DRAFT
roperty is
changed to a nonpublic use or the property is sold or otherwise disposed of after the Land Tenure Term expires, the Grantee shall reimburse the State a percentage of the property’s equity equivalent to the percentage of grant funds contributed toward the original acquisition.
I. Nondiscrimination
1. During the performance of this grant, grantee and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave or reasonable accommodation. Grantee and subcontractors shall ensure that the evaluation and treatment of all persons, and particularly their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs, tit. 2, §7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, §12990 (a)–(f), are incorporated into this grant by reference and made a part hereof as if set forth in full (Cal. Code Regs, tit. 2, §7285.0 et seq.). Grantee shall include this non-discrimination and compliance provisions of this clause in all subcontracts to perform work under the grant.
2. The Grantee shall not discriminate against any person on the basis of residence except to the extent that reasonable difference in admission or other fees may be maintained on the basis of residence and pursuant to law.
J. Application Incorporation
The Procedural Guidelines and the Application and any subsequent changes or additions to the Application approved in writing by the State are hereby incorporated by reference into this Agreement as though set forth in full in this Agreement.
K. Severability
If any provision of this Agreement or the Application thereof is held invalid, that invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.
L. Waiver
No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of or excuse of any other, different, or subsequent breach by either party.
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M. A
Except as expressly provided otherwise, this Agreement is not assignable by the Grantee either ssignment
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in whole or in part.
N. Disputes
If the Grantee believes that there is a dispute or grievance between Grantee and the State arising out of or relating to this Agreement, the Grantee shall first discuss and attempt to resolve the issue informally with the Agency Grants Administrator. If the issue cannot be resolved at this level, the Grantee shall follow the following procedures:
1. If the issue cannot be resolved informally with the Agency Grants Administrator, the Grantee shall submit, in writing, a grievance report together with any evidence to the Deputy Assistant Secretary for Bonds and Grants for the California Natural Resources Agency. The grievance report must state the issues in the dispute, the legal authority, or other basis for the Grantee’s position and the remedy sought. Within ten (10) working days of receipt of the written grievance report from the Grantee, the Deputy Assistant Secretary shall make a determination on the issue(s) and shall respond in writing to the Grantee indicating the decision and reasons therefore. Should the Grantee disagree with the Deputy Assistant Secretary’s decision, the Grantee may appeal to the Assistant Secretary for Administration and Finance for the Natural Resources Agency.
2. The Grantee must submit a letter of appeal to the Assistant Secretary explaining why the Deputy Assistant Secretary’s decision is unacceptable. The letter must include, as an attachment, copies of the Grantee’s original grievance report, evidence originally submitted, and response from the Deputy Assistant Secretary. The Grantee’s letter of appeal must be submitted within ten (10) working days of the receipt of the Deputy Assistant Secretary’s written decision. The Assistant Secretary or designee shall, within twenty (20) working days of receipt of Grantee’s letter of appeal, review the issues raised and shall render a written decision to the Grantee. The decision of the Assistant Secretary or designee shall be final.
O. Audit Requirements
Grant projects are subject to audit by the State annually and for three (3) years following the final payment of grant funds. The audit shall include all books, papers, accounts, documents, or other records of the Grantee, as they relate to the project for which the grant funds were granted.
Redlands Regular Meeting of 5-7-2024 995 of 1013
DRAFT
STATE OF CALIFORNIA NATURAL RESOURCES AGENCY
GRANT AGREEMENT
General Fund Specified Grant FY 2022-2023
Grantee Name: City of Redlands
Project Title: Museum of Redlands Construction Completion Agreement Number: GF2344-0
Project Scope:
Project will encompass critical construction activities aimed at ensuring functionality, accessibility, and aesthetic appeal of the museum.
Project elements funded by General Fund grant:
• HVAC and Installation
• Finish Carpentry
• Framing, Drywall, and Interior Plaster
• Electrical and Low Voltage
The public will access the project site at 700 Brookside Avenue, Redlands, CA 92375.
Project Schedule:
Activity Description Timeline
Redlands Historical Museum Association (RHMA selects
contractor March 2024 - April 2024
Construction Period April 2024 – November 2024
Submit Project Closeout package with final Payment
Request to State
March 2025
Cost Estimate: See Exhibit A-1
Redlands Regular Meeting of 5-7-2024 996 of 1013
DRAFT
Total Costs GF Grant RHMA
1 CONSTRUCTION
1.1 HVAC $ 855,000.00 $ 480,000.00 $ 375,000.00
1.2 Finish Carpentry $ 808,007.00 $ 557,068.00 $ 250,939.00
1.3 Framing, Drywall, Interior Plaster $ 752,257.00 $ 628,000.00 $ 124,257.00
1.4 Electrical and Low Voltage $ 987,966.00 $ 334,932.00 $ 653,034.00
1.5 Structural & Misc. Steel $ 132,463.00 $ - $ 132,463.00
1.6 Flashing and Sheet Metal $ 479,000.00 $ - $ 479,000.00
1.7 Doors, Frames, & Hardware $ 92,904.00 $ - $ 92,904.00
1.8 Building Insulation $ 37,269.00 $ - $ 37,269.00
1.9 Ceramic Tile $ 84,000.00 $ - $ 84,000.00
1.10 Acoustical $ 61,050.00 $ - $ 61,050.00
1.1 Flooring $ 62,984.00 $ - $ 62,984.00
1.1 Painting $ 174,889.00 $ - $ 174,889.00
1.13 Crane $ 16,000.00 $ - $ 16,000.00
1.14 Window Shades $ 242,200.00 $ - $ 242,200.00
1.15 Toilet Partitions and Accessories $ 40,823.00 $ - $ 40,823.00
1.16 Elevators $ 1,568.00 $ - $ 1,568.00
1.17 Fire Protection $ 40,700.00 $ - $ 40,700.00
1.18 Plumbing and Site Utilities $ 239,942.00 $ - $ 239,942.00
1.19 AC Framing $ 15,000.00 $ - $ 15,000.00
1.20 Site Concrete $ 15,000.00 $ - $ 15,000.00
$ 5,139,022.00 $ 2,000,000.00 $ 3,139,022.00
2 2.1 General Conditions & Requirements $ 358,121.00 $ - $ 358,121.00
2.2 Insurance .95% $ 52,228.00 $ - $ 52,228.00
2.3 Fee 5% $ 277,494.00 $ - $ 277,494.00
2.4 Contractor Contingency 3% $ 174,821.00 $ - $ 174,821.00
2.5 Recommended Allowances $ 420,000.00 $ - $ 420,000.00
2.6 Recommended Owner Contingency 3% $ 180,066.00 $ - $ 180,066.00 $ 1,462,730.00 $ - $ 1,462,730.00
$ 6,601,752.00 $ 2,000,000.00 $ 4,601,752.00
$ 6,601,752.00 $ 2,000,000.00 $ 4,601,752.00
CONSTRUCTION TOTAL
ADDITIONAL COSTS
ADDITIONAL COSTS TOTAL
City of Redlands
Museum of Redlands Construction Completion
Grant No. GF2344-0
Exhibit A-1 Cost Estimate
PROJECT ELEMENTS
DEVELOPMENT COSTS
PROJECT GRANT TOTAL
DEVELOPMENT TOTAL
Redlands Regular Meeting of 5-7-2024 997 of 1013
E. PROJECT INFORMATION PACKAGE CHECKLIST
Before a Grant Agreement can be developed, Grantee must submit the following documents to Agency.
Required Documentation Page
Included
☐ Project Information Form 8
☐ Project Summary 9
☐ Authorizing Resolution 10
☐ Cost Estimate 11
☐ Project Timeline 12
☐ Gov. Agency Taxpayer ID Form 14
Redlands Regular Meeting of 5-7-2024 998 of 1013
Redlands Regular Meeting of 5-7-2024 999 of 1013
H. Project Summary
Title: Museum of Redlands Construction Completion
Total Amount Requested: $2,000,000
Summary of Request:
The Museum of Redlands project, a collaborative eƯort between the Redlands Historical Museum Association (RHMA), the A.K. Smiley Public Library, and the City of Redlands, aims to culminate in the completion of a cultural landmark that embodies the region's rich heritage. Initiated in 2014 with the acquisition of the property at 700 Brookside Avenue, the project has received resounding support from various stakeholders, as evidenced by City Council Resolution 7445, which designated the A.K. Smiley Library Board of Trustees as future administrators upon completion.
The proposed budget allocation of $2,000,000 is critical for advancing the final phase of construction, which encompasses essential elements pivotal to the museum's functionality and accessibility. These include interior cabinet casework, ADA-compliant restroom installations, and other components vital for historical preservation and contemporary engagement. The City Council's commitment to this project stems from its recognition of the museum's potential to provide cultural enrichment to the Redlands community, aligning with broader goals of enhancing tourism and economic development.
Although the total project cost amounts to $6.6 million, a generous grant of $2 million from the State of California, led by Assembly Majority Leader Emeritus Eloise Gomez Reyes, has been secured. RHMA and the City of Redlands have pledged to cover the remaining $4.6 million. With the first two phases completed and fundraising eƯorts ongoing, the contractor is poised to commence the final phase, targeting completion by 12/1/2024.
Moreover, the Museum of Redlands promises a unique visitor experience, transcending traditional museum paradigms through interactive displays, local artist showcases, and versatile event pavilion spaces. This holistic approach underscores the project's commitment to fostering inclusivity, dialogue, and mutual understanding within the Redlands community.
The project's local administration, led by Redlands City Manager Charlie Duggan, ensures eƯective governance and transparent stewardship of resources. While the state department administration is being considered, the collaborative eƯorts of RHMA, the A.K. Smiley Public Library, and the City of Redlands guarantee diligent oversight and accountability throughout the grant implementation process.
Contact Information:
Steve Stockton, President of RHMA
Phone: (951) 966-0047
Email: [email protected]
Don McCue, Library Director, A.K. Smiley Public Library Phone: (909) 798-7565
Email: [email protected]
Redlands Regular Meeting of 5-7-2024 1000 of 1013
RESOLUTION NO. _________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS
APPROVING THE ACCEPTANCE OF GENERAL FUND GRANT FUNDS FOR
THE MUSEUM OF REDLANDS
WHEREAS, the Legislature and Governor of the State of California have approved a grant for the project shown above; and
WHEREAS, the California Natural Resources Agency has been delegated the responsibility for the administration of the grant project, setting up necessary procedures; and WHEREAS, said procedures established by the California Natural Resources Agency require the Grantee to certify by resolution the approval of a Project Information Package before submission of said package to the State; and WHEREAS the City of Redlands as Grantee will enter into an agreement with the State of California for the above project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Redlands:
Section 1. Approves the acceptance of a general fund allocation for local assistance for the above project.
Section 2. Certifies that said agency understands the assurances and certification in the Project Information Form.
Section 3. Certifies that said agency will have sufficient funds to complete the project or will secure the resources to do so.
Section 4. Certifies that said agency will comply with the provisions of Section 1771.5 of the California Labor Code.
Section 5. If applicable, certifies that the project will comply with any laws and regulation including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, disabled access laws, environmental laws and, that prior to commencement of construction, all applicable licenses and permits will have been obtained.
Section 6. Certifies that said agency has reviewed and understands the General Provisions contained in the sample Grant Agreement contained in the Procedural Guide.
Section 7. Appoints Charles M. Duggan, Jr., City Manager of the City of Redlands as agent to conduct all negotiations, execute and submit all documents including, but not limited to the Project Information Form, Redlands Regular Meeting of 5-7-2024 1001 of 1013
agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project.
ADOPTED, SIGNED AND APPROVED this 2nd day of April, 2024. _________________________
Eddie Tejeda, Mayor
ATTEST:
_____________________________
Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 5-7-2024 1002 of 1013
I, Jeanne Donaldson, City Clerk, City of Redlands, hereby certify that the foregoing resolution was duly adopted by the City Council at a regular meeting thereof held on the ____ day of ____________, 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________
Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 5-7-2024 1003 of 1013
Total Costs GF Grant Other Funder Other Funder
1 Non-Construction Activity
Non-Construction Activity
2 HVAC $ 480,000
Finish Carpentry $ 557,068
Framing, Drywall, Interior Plaster $ 628,000
Electrical and Low Voltage $ 334,932 $ 116,143
$ 2,116,143 $ 2,000,000 $ 116,143
ACREAGE FEE/EASEMENT
Total Costs GF Grant Other Funder Other Funder
$ - $ - $ - $ -
Total Costs GF Grant Other Funder Other Funder
$ - $ - $ - $ -
$ -
$ 2,116,143 $ 2,000,000 $ 116,143 $ -
*
*
*
2.3 ACQUISITION COSTS
DEVELOPMENT TOTAL
2.1 2.2
2.4 ASSESSOR PARCEL NUMBERS SELLER NAME & ADDRESS
City of Redlands
Project
Grant No. GFXXXX-0
Exhibit A-1 Cost Estimate
Non-Construction
Construction
PROJECT ELEMENTS
DEVELOPMENT COSTS
1.1 1.2
Estimated Fair Market Value
PROJECT ELEMENTS
Relocation Cpsts
Preliminary Title Reports, Appraisal
Escrow Fees, Title Insurance, Closing
Surveying
Direct Costs - Staff and Consultants
3.1 3.2
3.3 PROJECT ELEMENTS
Contingency
Other (specify )
ACQUISITION TOTAL
PROGRAMMATIC COSTS
Overhead costs are allowable and generally limited to 15% of total direct costs of the grant.
All invoices and receipts for all project expenditures from all funding sources will be retained and made available in the event of any future State Audits.
3.4 PROGRAMMATIC TOTAL
PROJECT GRANT TOTAL
Overhead (limited to 15% of grant)
For Grantee Staff Labor only salary plus benefits are eligible. No indirect rates or overhead costs may be folded into the hourly rate. No billable rates may be used.
Redlands Regular Meeting of 5-7-2024 1004 of 1013
Additional Detail to Development Costs
Quantities and sizes are estimated by the Grantee at this time and is not a complete list and may include additional quantities or items after completion of the work.
2.1: HVAC: $480,000
Metal ductwork various sizes
Flexible ductwork various sizes
Sheet metal fabrications
(4) Scott Springfield Air Handlers
(4) Split Systems
(2) Exhaust Fans
(3) VAV Boxes
Fire Smoke Damper per plans
Louvers
Controls – Low Voltage Wiring and Conduit per Code
Operator Work Station
Global Supervisory Controller W/ Enclosure
Monitoring of DCW Meter, Irrigation Meter, Lighting Controls, Controls with Revised Air Flow Monitoring Stations – Field Lined Roof Duct Work
Insulation
Air distribution – supply diƯusers, return and exhaust registers, liner bar diƯusers
Galvanized supply, return and exhaust ductwork
2.2: Finish carpentry: $557,068
Wood base
Wood veneer wall paneling
Wood veneer framing
Wood veneer ceiling cladding
Wood coutnertops
Wood casework and casework
Wood millwork
Wood flooring Wood veneer display shelves with glass units Redlands Regular Meeting of 5-7-2024 1005 of 1013
Solid surface countertops and backsplashes
Wood work tables
Wood cubby cabinets and library storage systems
Plywood backers
2.3: Framing and Drywall & interior plaster: $628,000
Steel formed channels (wall studs) with mounting channels Shaft wall elevator framing
Dyrwall and gypsum board sheathing assemblies
Densglass sheathing
Plaster
Acoustical plaster
Wood carpentry framing/lumber members
Fiberglass Reinforced Paneling
Access doors
Insulation
Cement tile backer board
Wood framed interior store buildout
Plywood backers
2.4: Electrical: $450,000:
Conduit and wiring for circuitry and zoning of lighting fixtures Occupancy sensors, switches and receptacles
Red conduit and standard outlet boxes for fire alarm system devices
Design build fire alarm and Vesda system equipment, air sampling piping, cabling, terminations and deferred submittals Conduit and standard outlet boxes for telephone/data,
security, CCTV, and access control cabling, all low voltage cable to be in conduit
6Telephone/data CAT-6 cabling, fiber optic cabling, equipment racks, patch panels, patch cords, devices,
terminations for per Technology Drawings
CAT-6 cable for POE cabling for security cameras
Redlands Regular Meeting of 5-7-2024 1006 of 1013
One (1) elevator
Two (2) hand dryers
One (1) automatic door
Thirteen (13) combination smoke fire dampers
Two (2) motorized dampers
Five (5) motorized shades
Three (3) VAV boxes
One (1) interior fan coil with condensation pump as indicated Three (3) interior fan coils as indicated
One (1) split system fan coil and heat pump as indicated One (1) supply fan as indicated
Five (5) roof mounted exhaust fans
Four (4) cooling only air handlers
Two (2) roof mounted condensate pumps
Eight (8) roof mounted condensing units
Four (4) roof mounted heat pumps
One (1) ground mounted heat pump
One (1) heat recovery unit
One (1) hot water heater with circulation pump
Four (4) hot water heaters
One (1) irrigation controller
All branch wiring
Access doors
Labeling, tagging and identification
All conduit for roof equipment
Escutcheons for exposed wall penetrations
Fire proofing of penetrations
Total costs of elements: $2,116,143. Total grant request: $2,000,000. $116,143 overrun funds supplied by Grantee.
Redlands Regular Meeting of 5-7-2024 1007 of 1013
MUSEUM OF REDLANDS PROJECT TIMELINE
Activity Description Timeline
Redlands Historical Museum Association (RHMA)
concludes contract with contractor
March 2024
Construction period April 2024 – November 2024
Submit Project Closeout package with final Payment
Request to State
December 2024
Accept transfer of building from RHMA December 2024
Transfer artifacts and install exhibits December 2024 – February 2025 Grand Opening of Museum of Redlands March 2025
Redlands Regular Meeting of 5-7-2024 1008 of 1013
AGREEMENT 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 ofRedlands" is made and entered into this 19th day ofApril, 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 ofRedlands," NOW, THEREFORE, in consideration ofthe 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 ofRedlands," as more particularly described in Exhibit "A" (the " Improvement Work") 1 L:\ca\djm\Agreements\Redlands Historical Museum Grant Agreement.FY21- 0102.docx jn Redlands Regular Meeting of 5-7-2024 1009 of 1013
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 Ifthe 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 ofthe 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 Redlands Regular Meeting of 5-7-2024 1010 of 1013
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 ofthe 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 ifdeposited 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
[email protected]
951) 966- 0047
3 L:\ca\djm\Agreements\Redlands Historical Museum Grant Agreement.FY21- 0102.docx.jn Redlands Regular Meeting of 5-7-2024 1011 of 1013
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 ofthe 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. Ifany 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 ofrace, 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.
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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 Redlands Regular Meeting of 5-7-2024 1013 of 1013