HomeMy WebLinkAboutC28500 - Grant Agmt 4 Warehouse Facility (FIND) CITY OF PALM DESERT
FINANCE DEPARTMENT
Staff Report
REQUEST: APPROVE THE GRANT AGREEMENT NO. C28500 BY AND
BETWEEN THE CITY OF PALM DESERT AND FOOD IN NEED
OF DISTRIBUTION, INC., AUTHORIZE THE CITY MANAGER TO
EXECUTE SAME, AND TO AUTHORIZE THE RELEASE OF
FUNDS IN THE AMOUNT OF $850,000
SUBMITTED BY: PAUL S. GIBSON, FINANCE DIRECTOR
DATE: MAY 21, 2009
CONTENTS: GRANT AGREEMENT
Recommendation:
By Minute motion, that the City Council:
1. Approve the Grant Agreement No. C28500 by and between the City of
Palm Desert and Food in Need of Distribution, Inc.;
2. Authorize the City Manager to execute same; and
3. Authorize the release of funds to Food in Need of Distribution, Inc. in
the amount of$850,000.
Background:
On January 22, 2009, the City Council authorized staff and the City Attorney to
negotiate the terms of the Agreement to release funds to Food in Need of
Distribution, Inc. (FIND) for acquisition of a warehouse facility. The Agreement
has been reviewed by City staff, and finalized and accepted by representatives
for FIND.
Staff requests the Agreement be approved as presented, and the City Manager
be authorized to execute the Agreement and release the monies in the amount of
$850,000 to FIND. Funds are available in Fund 400.
Submitted by: pp oval:
�
Paul S. Gibson, Finance Director hn M. Wohlmuth, City Manager
G:IFinanceWiamh OrtegalStaff ReportslApproval Of Contract With ND 050109.Docx
ADJOIIRNED REGDT.AR
PALM DESERT CITY CODNCIL MEETING MAY 21, 2009
XVI. OLD BUSINESS
A. REQUEST FOR APPROVAL OF GRANT AGREEMENT BY AND BETWEEN THE CITY OF PALM
DESERT AND FOOD IN NEED OF DISTRIBUTION, INC. (FIND) , AND TO RELEASE
FUNDS IN THE AMOUNT OF $850,000 FOR A WAREHOUSE FACILITY (CONTRACT N0.
C28500) .
Rec: By Minute Motion: 1) Approve the subject Grant Agreement by and
between the City of Palm Desert and FIND; 2) authorize the City
Manager to execute same; 3) authorize the release of funds to
FIND in the amount of $850,000 - funds are available in Fund 400.
crrY covxcrL�ox
APPROVED DENTED
RECEIVED OTHER
MEET G DA1'� - �
AYES� r n � �s ��
NoES:
ABSEN'1'.
ABSTAIN:
VCRIFIED BY:
Original on Fite with City CI 's Oftice
GR.ANT AGREEMENT
This Grant Agreement is entered into this day .of , 2009
("Effective Date"} by and between the City of PaIm Desert, a public City organized and existing
under the laws of the State of Caiifornia ("City"), a�ld FQod In Need Of Distribution, Inc, a
California non-profit corporation("Grantee"}.
RECITALS
WHEREAS, the Grantee is a California non-profit, conimunity based
organization whose primary mission incIudes praviding food to people who struggle to feed
themselves and their fannilies, informing and educating the public about hunger, and working
towards long-term solutions to hunger and poverty; and
WHEREAS, since its incorporation in 1983, tlie Crrantee has been feeding and
assisting needy people in the Coachella Valley; and
WHEREAS, according to a letter from the Grantee to the City, dated January 5,
2009 ("Letter"), the Grantee has been assisting, on average, 110,134 needy people, or units of
service,in the Coachella Valley each month; and
WHEREAS, the Grantee has outgrown its current facilities and has identified a
36,000 square foot warehouse facility situated on 1.87 acres and located at 83-775 Cih-us Avenue,
Indio, Califoxnia ("Property"), more particularly described in Exhibit "A", attached hereto and
incorporated herein by this reference; and
WHEREAS, the Grantee desires to purchase the Property in order to properly and
adequately assist the needy and hungry people of the Coachella Valley; and
WHEREAS, on January 22, 2009, the City Cauncil resolved to provide assistance
to the Grantee in the amount of$850,000 [Eight Hundred Fifty Thousand Dollars] ("GranY') for
the acquisition of the Property; and
WHER.EAS, according to the Letter, $4,250,000 [Four Million Two Hundred Fifty
Thousand Dollars] has been pledged to the Grantee as assistance from Desert Healthcare District,
the County of Riverside, the City of Rancho Mirage; the City of Indian Wells, the City of La
Quinta and the City, for the acquisition of the Property and in support of the Grantee's mission;
and
W�IEREAS, at the January 22, 2009 regular meeting of the City Council, the City
Council authorized the City Attorney, Assistant City Manager, and Finance Director to negotiate
the terms af an agreement with the Grantee for the release of the Grant funds for the purpose of
acquisition of the Property.
RMPUBILWADEl305266.1 j
NOW THEREFORE, in consideraiion of the covenants, conditions and promises
herein anc! for such other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals constitute a material part of this Agreement and
are hereby incorporated by this reference as though fully set forth herein.
2. Grant Amount. The amount of the Grant is $850,000 (Eight Hundred Fifty Thousand
Dollars).
3. Purpose of Crrant. The Grantee shall use the Grant funds for tlae sole purpose of
acquiring the Property. The Grantee and the City agree that the Property sha]I be used as a
warehouse/distribution center to facilitate the distribution of food to needy residents of the
Coachella VaIley, including residents of the City. The City and the Grantee agree further that the
Grant funds shall not be used for the Grantee's operation costs or other expenses relatang to the
distribution of food or other activities of the Grantee, as distinguished from the acquisition of the
1'roperty.
4. Pundin . The Ciry shall deliver the Grant funds, for the benefit of the Grantee, to #he
escrow agent, who shall be identi�ed by the Grantee in writing in accordance with Section 18 of
this Agreement, and as directed by the specific terms established for the closing of escrow for the
acquisition of the Property. The escrow documents shall include a certificate of occupancy
issued by the City of Indio, California, in addition to other documents that may reasonably be
requested by the City. In the event the Grantee fails to provide appz-opriate documentation in a
timely manner, the Gran.tee may be subject to a delay, discontinuance or revocation of funding as
determined by the City in its sole and absolute disczetion.
5. Use of Grant Funds. The Grant funds received pursuant to this Agreeinent shall be used
solely for the purpose of acquiz-ing the Properiy. The Grantee covenants and agrees that it wil]
not sell,transfer, convey, Iease or atherwise dispose of the Property acc�uired with the Grant funds
at any tizne prior to April 1,2014,without the prior written consent of the City,which consent may
be granted or withheld in the sole and absolute discretion of the City.
The Grantee covenants and agrees further that upon any sale, transfer, conveyaxace,
lease or disposition of the Properiy, the City may demand, and the Grantee shall then
deliver, a refiuid of a portion of the Grant fiunds according to the following prorated schedule:
RMPUB\LWADEl30526b.1 z
Year of Sale Transfer, Convevance, Lease or Percenta�e of Grant
Disnosition � Amount to be Returned to
the Ci
Year 1 (Effective Date—March 31, 2010) 90%
Year 2 (April 1, 2010—March 31,2011) gp%
Year 3 (April l, 2011—March 31, 2012) 60%
Year 4 (April 1, 2012—March 31,2013) 54%
Year 5 (April 1, 201;—March 31, 2014) 40%
6. Independent Contractor Status. The relationship between the City and the Grantee, and
the agents, employees, and subcontractors of the Grantee, zn the performance of this Agreement,
shal] be one of independent contractors, and no agent, employee, or subcontr�actor of the Grantee
shall be deemed to be an officer,employee,or agent of the City.
7. Tndemnification. The Grantee shall defend, indemnify and hold harmless the City, its
officers, officials,agents,employees and volunteers from and against any and atl claims, demands,
actions, losses, damages, injuries, and liability, direct or indirect, {including reasonable
attorneys' fees and court costs), arising out of the performance of this Agreement, except for any
such claim arising out of#he sole negIigence or willfiul misconduct of the City, its officers, agents,
employees or volunteers.
The Owner's obligations under this Section 8 shaIl survive the expiration or termination
of this Agreement.
8. Non-Liabilit�City Officers and Employees. No offieer or employee of the City shall
be personally liable to the Grantee, or any successor in interest,in the event of any default or breach
by the City, or for any amount which may become due to the Grantee or to its successor, or for
any breach of any obligation of the terms of this Agreement.
9. Books a n d R e c o r d s The Grantee shall maiantain any and a11 ledgers,books of account,
invoices, vouchers, canceled checks and other records or documents evidencing or relating to the
use of the Gzant funds for a minimum period of three (3) years, or for any longer period required
by law, frozn the date of the City's delivery of the Crrant funds ta#l�e escrow agent as provided in
Section 4 of this Agreement.
(a) The Grantee shall maintain ali documents and records which demonstrate
performance under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of termination or completion of this Agreement.
(b) Any records or dacuments required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business hours, upon
written request by the City Manager, City Attorney, City Auditor, or a designated representative
RMPUBILWADEL'i05266.1 3
of these City officers. Copies of such documents s11a11 be provided to the City for inspection at
City Hall when it is practical to do so. Otherwise, unless an alternative location is mutually
agreed upon by the parties, the records or documents shall be available at the Grantee's place of
business.
(c) Where the City has reason to believe that such records or documents may be lost
or discarded due to dissolution, disbandment or termination of the Grantee's business, the City
may, by written request of any of the City officers iden#ified in Section 9(b} of this Agreement,
require that custody of the records be given to the City and that the recoxds and documents be
maintained in City Hall. Access to such records and documents shall be granted to any party
authorized by the Grantee,the Grantee's representative,or the Gxantee's successor-in interest.
10. Interpretation. The City and the Grantee acknow]edge that this Agreement is the product
of mutual arms-length negotiation and drafting and that each party has been represented by legal
counse) in the negotiation and drafting of this Agreement. Accordingly, the rule of construction
which provides the ambiguities in a document shall be construed against the drafter of that
document shall have no application to the interpretation and enforcement of this Agreement. In
any action or proceeding to interpret or enforce this Agreennent, the finder of fact may refer to
any extrinsic evidence not in direct conflict with any specific provision of this Agreement to
determine and give effect to the intention of the parties.
11. Counte art Ori inals• Inte ration. This Agreement may be executed in duplicate
original.s, each of which is deemed to be an original, b�t when taken together shall constitute but
one and the same instrument. This Agreem.ent, and its Exhibit, represent the entire
understanding of the parties and supersedes all negotiations and previous agreements, whether
oral or.written, between the parties with respect to all or any part of the subject matter of this
Agreement.
12. No Waiver. Failure to insist on any one occasion upon strict compliance with any of the
terms, covenants or conditions of this Agreernent shall not be deemed a waiver of such term,
covenant or condition, n�r shall any waiver or relinquishment of any rigl�t or power under this
Agreement at any one time or more times be deemed a waiver or relinquishment of such other
right or power at any other time ar times.
i3. Severability. If any term, provision, or section of this Agreement is declared by a court
of competent jurisdiction to be invalid or unenforceable, the City and the Grantee agree that the
invalid term, portzon or section may be severed from this Agreernent and the remainder of this
Agreement may be enforced in its entirety.
14. Section Headin�s, The section headings used in this Agreement are for the purposes of
convenience only and shall not in any way alter or amend the express tezms of each section.
RMPUBILWADE1305266.] L�
15. Modifcation and Amendments. This Agreement may be modi�ed or amended only by a .
written instrument signed by both. Parties hereto.
16. Assi�nment or Transfer. The Grantee may not assign or transfer any interest this
Agreement or entitlement to Grant funds without the prior written consent of the City, which
consent may be granted or withheld in the sole and absolute discretion of the City.
17. Notices and Demands. All notices or other communications required or permitted
between the City and the Grantee under this Agreement shall be sufficiently given and should be
deemed given when personally delivered or when sent by telegram, or when sent by facsimile
transmission {if properly confirmed in writzng), or seveniy-two (72) hours following mailing by
registered or certified mail, postage prepaid, or twenty-four hours following transmissi�n of such
notice by express mail, Fedezal Express or similar carriers,addressed as fallows:
If to the City:
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: City Manager
If to the Grantee:
FIND Food Banlc,Inc.
68615 Perez Road
Suite 14B
Cathedral City, California 92234
Attention: Chairma�a of the Board and President & Chief Executive Of�cer
and
FIND Food Bank, Inc.
Post Office Box 41
Cathedral City, California 92235
Attention: Chaizman of the Board and President& Chief Executive Officer
18, Si�natories. The persons executing this Agreement on behalf of the Grantee have been
designated by the governing body or fiscal agent of the Grantee as the official signatories of this
Agreement and all related documents. At least one (1) of these persons is a member of the
Grantee's governing board and both persons have the authority to execute this Agreement on
behalf of the Grantee.
RMPUBILWADE�05266.1 $
TN WITNESS WHEREOF, the parties have caused this Grant Agreement to be executed
by their duly authorized representatives as of the date first above written.
THE CITY:
CTTY OF PALM DESERT, CALIFORNIA, a
public City organized and existing under the
laws of the State of California
By:
THE GR.ANTEE
Food In Need,.�istribution, Inc a�alifornia
non-profit corpor tion '
.�--� ,
By: '�..�� � ' -
Richard Anow
airman of Board of I� ctors
By:
am xook
President & Chief Executive Officer
RMPU6ILWADEl305266.i (
Exhibit A to
Gra�it Agreement
Concrete "Tilt Up"building consisting of 35,055 square feet located at $3-775 Citrus Avenue,
Tndio, CA 92201-3456, commercaal zoning on 1.87 acxes. Assessor's Parcel No. 611-410-032.
RMPU6ILWADE1305266.1 ExYuibit A
MINUTES
REGULAR PALM DESERT CITY COUNCIL MEETING JANUARY 22, 2009
F. REQUEST FOR AUTHORIZATION TO NEGOTIATE TERMS OF AN
AGREEMENT TO RELEASE FUNDS TO FOOD IN NEED OF
DISTRIBUTION (FIND)FORACQUISITION OFAWAREHOUSE FACILITY
(CONTRACT NO. C28500).
Responding to question, Mr. Gibson said Fund 400 was the City's Capital
Project Fund, and it also held the funds received from the County when the
City sold the land near Costco. Former City Manager Carlos Ortega had the
intent to use that money for the benefit of the area. Further responding, he
said originally the City had an agreement through the Community
Development Block Grant (CDBG), but because that process took too long,
the City decided to use Fund 400 as its funding mechanism.
Councilman Ferguson asked if Food In Need of Distribution (FIND) had
submitted a CDBG application since they are going vertical.
Ms. Riddle responded that they had not. She said this project was proposed
five years ago and at that time it came through as a CDBG application.
However, because the project was too expensive for CDBG, other avenues
were looked at like the sale of the property. She said the project itself
qualified under CDBG, but the City received about $300,000 to distribute to
many.
Responding to question, Mr. Gibson said funds had been carried over for
three years, so funds were available.
Councilman Ferguson moved to, by Minute Motion, authorize the City Attorney,
Assistant City Manager, and Finance Director to negotiate terms of an agreement to
release funds to FIND for its acquisition of a warehouse facility—funds forthis purpose are
available in Fund 400. Motion was seconded by Kelly and carried by a 5-0 vote.
G. REQUEST FOR ADOPTION OF RESOLUTIONS OF THE CITY COUNCIL
AND REDEVELOPMENT AGENCY, REGARDING FUNDING OF PHASE 2
LOANS FORTHE PALM DESERT ENERGY INDEPENDENCE PROGRAM
(JOINT CONSIDERATION WITH THE PALM DESERT REDEVELOPMENT
AGENCY).
Mr. Conlon noted the staff report and stated Mr. William Strausz and
Associates from Richards,Watson&Gershon were present;the lawfirm that
prepared the financing mechanism for the loans.
Councilman/Member Ferguson stated the Council authorized $7.5 million in
Energy Independence Loans that would have a 7% interest rate return, and
the funding for those loans were originally from the General Fund,which was
then converted over to bonds to be purchased by the Redevelopment
18
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73-5�O FRED WARING DRIVE
PALM DESERT, CALIFORNIA 92260-257$
- TEL: 760 346—o6ii
Fnx: �60 340-0574
infoC�palm-desert.org
OFFICE OF THE CITY MANAGER
December 18, 2008
Mr. David Paradine
FIND Food Bank, Inc.
68-615 Perez Road, 14B
Cathedral City, California 92235
Dear David:
I have reviewed your letter of December 12, 2008, wherein you asked the City to provide you
with documentation that money has been set aside in reserve for the purchase of a warehouse
facility.
As you know, and based on conversations we have previously had, that money was to be made
available to you when you had a building and entered into a purchase agreement. I have
instructed the Finance Director and the City Attorney to work on this and schedule it for a future
City Council agenda, possibly in January, with a recommendation that the City Council formally
make this money available to you for the purchase of the warehouse facility.
I suggest that you put together a document with all the necessary information regarding the
location of the warehouse, how many people it will serve, the benefits to Palm•Desert residents,
and the benefits to area wide residents. In other words, please provide documentation
requesting and/or justifying why the City is providing you with this money.
Sincerely,
����
CARLOS L. O EGA
City Manager
CLO:kr
cc: Dave Erwin, City Attorney
Paul Gibson, Finance Director
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Carlos L. Ortega
City Manager
City of Palm Desert
City Hall
73-510 Fred Waring Dr. '
Palm Desert, Ca. 92260
December 12, 2008
Dear Carlos,
Sorry to hear of your resignation. But certainly understand. If there is anything we can do
to be of any assistance,please don't hesita.te to call.
T'his is simply a follow up to my telephone ca11 yesterday, FIND is in the process of
fmalizing its agreement with the Desert Healthcare District and the DISTRICT wants
reassurance that the matching fixnds, (City of Palm Desert and Riverside County)are still
available. I have received a letter from the County confirniing their contribution and
would like to ask you to do the same.
Carlos,would you please write a brief letter to me or Sam,here at FIND Food Bank,
simply acknowledging that the City of Palm Desert has, set aside,reserved,your choice
of language, $850,000 for the purchase of a warehouse facility and that these fund will be
released to FIND when we enter into a purchase agreement or words to that effect. This is
simply to assure them that these funds are still available.
Thanks. Should you have any questions please do not hesitate to give me a call.
Sincerely,
�a-tr-�—
David Paradine
FIND Food Bank, Inc.
cc: S. Hook
J. Houston
68-615 Perez Rd., 14 B, Cathedral City, CA. 92235, Web Site:www.findfoodbank.orq
Office: 760-328-3663---Fax: 760-328-3994--Toll Free: 888-449-0613—Email Address: dteroldCa�findfioadbank.arg