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HomeMy WebLinkAbout2015-243 1 RESOLUTION NO. 2015-243 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A JOINT AGREEMENT WITH 4 LOMA LINDA UNIVERSITY FOR GATEWAY HEALTH CENTER CAMPUS OFF- 5 SITE STREET IMPROVEMENTS. 6 7 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. The City Manager is hereby authorized to execute a Joint Agreement with 9 10 Loma Linda University for Gateway Health Center Campus off-site street improvements. Said 11 Agreement is attached hereto as Exhibit"A." 12 SECTION 2. The authorization given above is null and void if the Agreement is 13 not executed within 60 days and returned to the Office of the City Clerk. 14 15 16 17 18 19 20 21 /// 22 23 24 25 26 27 28 1 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A JOINT AGREEMENT WITH 2 LOMA LINDA UNIVERSITY FOR GATEWAY HEALTH CENTER CAMPUS OFF- 3 SITE STREET IMPROVEMENTS. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 2nd 7 day of November, 2015, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x- 10 11 BARRIOS X 12 VALDIVIA X 13 SHORETT X 14 NICKEL x- 15 16 JOHNSON X 17 MULVIHILL X 19 GeorgeaA Hanna, C C, City Clerk 2o The foregoing Resolution is hereby approved this day of Nove r, 2015. 21 22 R. Carey D is, Mayor 23 City of San Bernardino Approved as to form: 24 Gary D. Saenz, City Attorney 25 1 � By: 26 27 28 2 2015-243 LOMA LINDA UNIVERSITY GATEWAY HEALTH CENTER CAMPUS OFF-SITE STREET IMPROVEMENTS Joint Agreement THIS JOINT AGREEMENT ("Agreement") is made by and between Loma Linda University, a California nonprofit religious corporation having its principal place of business at 11175 Campus Street, Loma Linda, California 92350, ("LLU") and the City of San Bernardino,a municipal corporation of the State of California at 300 North"D" Street, San Bernardino, CA 92418, ("City"). WHEREAS, LLU and City were awarded financial assistance from the Department of Commerce Economic Development Agency and desire to utilize and share services in a collaborative relationship with respect to project specifically described as Gateway Health Center Campus ("Project'); and WHEREAS, LLU and City desire to collaborate for their mutual benefit with respect to the Project described herein. NOW, THEREFORE, LLU and City agree as follows: 1. TERM AND TERMINATION The term of this Agreement shall commence on September 30, 2015 and shall not extend beyond September 29, 2016, unless agreed to in writing by both Parties hereto. Either party may terminate this Agreement upon sixty (60) days written notice to the other party. The notice required under this clause shall be sent by certified, registered, or overnight-delivery mail or personal delivery. 2. OWNERSHIP OF EDA PROJECT City owns and maintains the public streets in the City of San Bernardino. LLU will construct the off-site street improvements required for the Gateway Health Center Campus facility. These improvements will be constructed in the public right of way along 1,130 feet of street frontage on Valley and "G" Streets in the City of San Bernardino. City will own, operate and maintain the off-site street improvements for their useful life. 3. AWARD REQUIREMENTS LLU and City agree to adhere to: A. The requirements set forth in the Public Works Application forms and all applicable exhibits to these forms B. The Award documents which include: 1) The Financial Assistance Award 2) The ED-508 Budget accompanying the Award EXHIBIT "A" 2015-243 3) The Special Award Conditions 4) The Standard Terms and Conditions (Construction Projects) for Public Works and Development Facilities and Economic Adjustment Assistance, amended December 13, 2007. 5) The EDA publication, Summary of EDA Construction Standard, amended December 3, 2010. C. The provisions of the United States Statutes codified in the United States Code and EDA regulations, codified in the Code of Federal Regulations (CFR), any Federal Register announcements, and OMB Circulars applicable to EDA Public Works projects. 4. GUIDELINES LLU and City understand that they will be bound by the application forms and award documents that they execute and the applicable statues and regulations as provided in the Agreement. All the parties to the Agreement agree to each submit the following application materials with original signatures: A. SF-424 first 4 pages of the Application. B. Assurances—Construction Programs (2 pages). C. EDA Construction Investments Additional Assurances. D. Certification Regarding Lobbying, Form CD-511. E. Disclosure of Lobbying Activities (for EDA project) only if lobbying for project is done. F. Applicant Certification Clause included with Environmental Narrative. 5. ADMINISTRATION The designated administrative contact for LLU shall be: Aleta Savage, Director of Research Affairs Financial Management, Loma Linda University, 24887 Taylor Street, Suite 202, Loma Linda, CA 92354. The designated administrative contact for the City shall be: Allen Parker, City Manager, City of San Bernardino, 300 North"D" Street, San Bernardino, CA 92418. 6. RESPONSIBILITIES LLU is responsible for filing EDA project reports, is designated to receive and distribute grant funds, and file EDA financial reports. LLU will manage bidding, award and management of the construction contract(s) necessary for the construction of the off-site street improvements on Valley and"G" Street. These improvements will be constructed along 1,130 feet of street frontage on Valley and"G" Streets in the City of San Bernardino. 2 2015-243 7. INDEMNIFICATION LLU agrees to indemnify, defend and hold harmless City and its directors, officers, employees and agents from any and all claims, demands, costs, actions, losses, damages, judgments and/or liability resulting from the acts, errors, omissions, negligence or wrongful conduct of LLU, its trustees, officers, employees, agents, students and volunteers. City agrees to give LLU notice in writing within thirty (30) days of any claim made against it on the obligations covered hereby. City agrees to indemnify, defend and hold harmless LLU and its directors, officers, employees, agents, students and volunteers from any and all claims, demands, costs, actions, losses, damages, judgments and/or liability resulting from the acts, errors, omissions, negligence or wrongful conduct of City, its trustees, officers, employees, agents and volunteers. LLU agrees to give City notice in writing within thirty (30) days of any claim made against it on the obligations covered hereby. 8. ASSIGNMENT Neither this Agreement nor any duties or obligations under this Agreement may be assigned or transferred without prior written consent of the other Party. 9. ENTIRE AGREEMENT This Joint Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral and written, relating hereto. 10. GOVERNING LAW This Agreement shall be governed by and construed under the laws of the State of California. IN WITNESS WHEREOF, by their signature below, each of the individuals represent that they have the authority to execute this Agreement and do hereby consent to the foregoing and bind the Party on whose behalf their execution is made. LOMA LINDA UNIVERSITY CITY OF SAN BERNARDINO BY: BY: Rodney Neal, MBA Allen Parker Sr. VP Financial Affairs City Manager DATE: DATE: 3 2015-243 LOMA LINDA UNIVERSITY GATEWAY HEALTH CENTER CAMPUS OFF-SITE STREET IMPROVEMENTS Joint Agreement THIS JOINT AGREEMENT ("Agreement") is made by and between Loma Linda University, a California nonprofit religious corporation having its principal place of business at 11175 Campus Street, Loma Linda, California 92350, ("LLU") and the City of San Bernardino,a municipal corporation of the State of California at 300 North"D" Street, San Bernardino, CA 92418, ("City"). WHEREAS,LLU and City were awarded financial assistance from the Department of Commerce Economic Development Agency and desire to utilize and share services in a collaborative relationship with respect to project specifically described as Gateway Health Center Campus ("Project"); and WHEREAS, LLU and City desire to collaborate for their mutual benefit with respect to the Project described herein. NOW, THEREFORE,LLU and City agree as follows: 1. TERM AND TERMINATION The term of this Agreement shall commence on September 30, 2015 and shall not extend beyond September 29, 2016, unless agreed to in writing by both Parties hereto. Either party may terminate this Agreement upon sixty (60) days written notice to the other party. The notice required under this clause shall be sent by certified, registered, or overnight-delivery mail or personal delivery. 2. OWNERSHIP OF EDA PROJECT City owns and maintains the public streets in the City of San Bernardino. LLU will construct the off-site street improvements required for the Gateway Health Center Campus facility. These improvements will be constructed in the public right of way along 1,130 feet of street frontage on Valley and"G" Streets in the City of San Bernardino. City will own, operate and maintain the off-site street improvements for their useful life. 3. AWARD REQUIREMENTS LLU and City agree to adhere to: A. The requirements set forth in the Public Works Application forms and all applicable exhibits to these forms B. The Award documents which include: 1) The Financial Assistance Award 2) The ED-508 Budget accompanying the Award EXHIBIT"A" 2015-243 3) The Special Award Conditions 4) The Standard Terms and Conditions (Construction Projects)for Public Works and Development Facilities and Economic Adjustment Assistance, amended December 13, 2007. 5) The EDA publication, Summary of EDA Construction Standard, amended December 3,2010. C. The provisions of the United States Statutes codified in the United States Code and EDA regulations, codified in the Code of Federal Regulations (CFR), any Federal Register announcements, and OMB Circulars applicable to EDA Public Works projects. 4. GUIDELINES LLU and City understand that they will be bound by the application forms and award documents that they execute and the applicable statues and regulations as provided in the Agreement. All the parties to the Agreement agree to each submit the following application materials with original signatures: A. SF-424 first 4 pages of the Application. B. Assurances—Construction Programs (2 pages). C. EDA Construction Investments Additional Assurances. D. Certification Regarding Lobbying, Form CD-511. E. Disclosure of Lobbying Activities (for EDA project) only if lobbying for project is done. F. Applicant Certification Clause included with Environmental Narrative. 5. ADMINISTRATION The designated administrative contact for LLU shall be: Aleta Savage, Director of Research Affairs Financial Management, Loma Linda University, 24887 Taylor Street, Suite 202, Loma Linda, CA 92354. The designated administrative contact for the City shall be: Allen Parker, City Manager, City of San Bernardino, 300 North"D" Street, San Bernardino, CA 92418. 6. RESPONSIBILITIES LLU is responsible for filing EDA project reports, is designated to receive and distribute grant funds, and file EDA financial reports. LLU will manage bidding, award and management of the construction contract(s)necessary for the construction of the off-site street improvements on Valley and"G" Street. These improvements will be constructed along 1,130 feet of street frontage on Valley and "G" Streets in the City of San Bernardino. 2 2015-243 7. INDEMNIFICATION LLU agrees to indemnify, defend and hold harmless City and its directors, officers, employees and agents from any and all claims, demands, costs, actions, losses, damages, judgments and/or liability resulting from the acts, errors, omissions, negligence or wrongful conduct of LLU, its trustees, officers, employees, agents, students and volunteers. City agrees to give LLU notice in writing within thirty (30) days of any claim made against it on the obligations covered hereby. City agrees to indemnify, defend and hold harmless LLU and its directors, officers, employees, agents, students and volunteers from any and all claims, demands, costs, actions, losses, damages, judgments and/or liability resulting from the acts, errors, omissions, negligence or wrongful conduct of City, its trustees, officers, employees, agents and volunteers. LLU agrees to give City notice in writing within thirty (30) days of any claim made against it on the obligations covered hereby. 8. ASSIGNMENT Neither this Agreement nor any duties or obligations under this Agreement may be assigned or transferred without prior written consent of the other Party. 9. ENTIRE AGREEMENT This Joint Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral and written, relating hereto. 10. GOVERNING LAW This Agreement shall be governed by and construed under the laws of the State of California. IN WITNESS WHEREOF, by their signature below, each of the individuals represent that they have the authority to execute this Agreement and do hereby consent to the foregoing and bind the Party on whose behalf their execution is made. LOMA LI DA UNIVERSITY CITY OF SAN BERNARDINO BY: BY: Rod y N 1, MBA Al en Parker Sr. VP Financial Affairs City Manager DATE: t _ DATE: 3