HomeMy WebLinkAboutContracts & Agreements_249-2019DEVELOPMENT PROJECT AND ENVIRONMENTAL REVIEW
FUNDING AGREEMENT
This development project and environmental review funding agreement ("Agreement") is
made and entered into this 17th day of December, 2019, by and between the City of Redlands, a
municipal corporation ("City"), and Environmental Systems Research Institute, Inc , a California
corporation ("Property Owner") City and Property Owner are sometimes individually referred to
herein as a "Party" and, together, as the "Parties "
RECITALS
WHEREAS, Property Owner intends to file one or more development applications for
entitlements with City for development projects (the "Projects") proposed within the City of
Redlands, and
WHEREAS, City, at the request of Property Owner, intends to enter into an agreement
with a pnvate consulting firm ("Consultant") to provide professional planning and environmental
services for City to expedite City's processing and review of the development applications
submitted by Property Owner, and
WHEREAS, City, as Lead Agency, will be required to process and approve all
environmental studies and documents for Property Owner's Projects which are permitted or
required pursuant to the applicable provisions of the National Environmental Policy Act, the
California Environmental Quality Act ("CEQA"), and other applicable environmental laws
(collectively, "Environmental Documents"), and
WHEREAS, Property Owner agrees to advance payment for all reasonable costs and
expenses that Property Ownei approves and City incurs m utilizing the Consultant's services m
connection with the processing of the applications for entitlements for Property Owner's Projects
and any related Environmental Documents,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Environmental Systems Research Institute, Inc agree as follows
AGREEMENT
Section 1 Fundinm Obligations
A Within ten (10) days of the date of written request of City and subject to Property
Owner's prior written approval of any estimate, Property Owner shall deposit the sum requested
in writing (the "Entitlements Deposit") by City to engage the Consultant to commence its services
with respect to the completed development entitlement applications submitted to City by Property
Owner for each of the Projects submitted by Property Owner to City The cost of the Consultant's
services will be estimated after Property Owner has filed completed applications for a Project
and provided to Property Owner foi its review and approval In addition, Property Owner shall
pay to City an amount equal to twenty five percent (25%) of the total costs of the Consultant's
L 1caldjmlAgreements\ESR1 Funding Agreement 12 17 19 docx.jn
services for Property Owner's Project, exclusive of environmental review as set forth in subsection
B, below, for City's employees' administration and review of the Consultant's services related to
Property Owner's Project The Entitlements Deposit will be applied towards the total cost of the
Consultant's services Property Owner shall thereafter make payments to City for the balance of
City's costs for the Consultant's services within ten (10) days of the date City submits written
invoices to Property Owner If the Entitlements Deposit is exceeded, additional funds will be
requested by City, if the deposit is not entirely spent, any remaining funds will be returned to
Property Owner Property Owner's Entitlement Deposits shall not be applied to, nor shall Property
Owner be required to pay, any City Development Services Department permit processing fees
associated with Property Owner's Projects submitted to City for processing pursuant to this
Agreement
B Within ten (10) days of the date of written request of City and subject to Property
Owner's pnor written approval of any estimate, Property Owner shall deposit the sum requested
in writing (the "Environmental Deposit") with City to engage the Consultant to commence work
on the Environmental Documents for Property Owner's Projects The cost of the Environmental
Documents will be estimated after Property Owner files completed applications for the Project and
provided to Property Owner for its review and approval. The Environmental Deposit will be
applied towards the total cost of the Environmental Documents In accordance with City's fee
resolution, City will assess an additional ten percent (10%) of the total cost of the Consultant's
environmental services to compensate City for its administration and review of the Consultant's
environmental work product related to the processing of Property Owner's Project Property Owner
shall thereaftei make payments to City for the balance of City's costs for preparation of the
Environmental Documents within ten (10) days of the date City submits written invoices to the
Property Owner When the Environmental Deposit is reduced to approximately twenty five percent
(25%) of the amount initially deposited, additional funds will be requested from Property Owner
by City, if the deposit is not entirely spent, any remaining funds will be returned to Property
Owner Property Owner's deposits shall not be applied to, nor shall Property Owner be required
to pay, any City Development Services Department environmental processing fees associated with
Property Owner's Projects submitted to City pursuant to this Agreement
Section 2 Compensation of Consultant The Consultant services for Property Owner's
Projects shall be compensated in accordance with the agreement that is attached hereto as Exhibit
"A" and incorporated herein by this reference Reimbursable expenses of the Consultant, if any,
shall be billed by City to Property Owner at the Consultant's actual cost
Section 3 Term The term of this Agreement shall commence on January 15, 2020 and
shall be effective until such time either party exercises their right to terminate pursuant to Section
4 hereof
Section 4 Termination This Agreement may be terminated by either Party, in its sole
discretion, by providing not less than five (5) days pnoi written notice to the other Party The
Consultant shall be compensated by City on a pro -rata basis for Services completed up to the date
of termination
Section 5 Compliance Required Property Owner acknowledges that City may require
Property Owner to supply data and information to determine whether Property Owner's Project
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application is complete, whether Property Owner's Project may have a significant effect on the
environment, or to assist City and the Consultant in preparing the Environmental Documents
Property Owner shall promptly comply with all such requests by City
Section 6. Failure to Comply If, at any time, Property Owner unreasonably delays in
failing to provide City with information or data requested pursuant to Section 5 hereof, such
unreasonable delay shall suspend the running of the time periods described in State CEQA
Guidelmes sections 15107 and 15108 for the period of such unreasonable delay Alternatively,
Property Owner acknowledges and agrees that City may, without liability to Property Owner,
disapprove the Project for Property Owner's delay in satisfying City's requirements
Section 7 Notices Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on
the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or
(iv) on the date sent by facsimile, 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
Brian Desatmk
Development Services Director
35 Cajon Street, Suite 20
P 0 Box 3005 (mailing)
Redlands, CA 92373
bdesatmk@cityofredlands org
909-798-7593
Property Owner
Laura Dangermond
Environmental Systems
Research Institute, Inc
380 New York Street
Redlands, CA 92373
ldangermond@esri com
(909) 793-2853 x1371
Section 8 Attorneys' Fees In the event any action is commenced to enforce or interpret
any of the terms or conditions of this Agreement the prevailing Party shall, in addition to costs and
any other relief, be entitled to recovery of its reasonable attorneys' fees, including fees for use of
in-house counsel by the Parties
Section 9 Entire Agreement/Amount This Agreement represents the entire agreement and
understanding between the Parties as to the matters contamed herein, and any prior negotiations,
proposals or verbal agreements are superseded by this Agreement Any amendment to this
Agreement shall be in writing, approved by the City Council of City and signed by authorized
representatives of City and Property Owner
Section 10 Governing Law This Agreement shall be governed by and construed m
accordance with the laws of the State of California
Section 11 Defense and Indemnity. Property Owner shall defend, indemnify and hold
harmless City, and its elected officials, officers, employees and agents, from and against any and
all actions, claims, demands, lawsuits, losses and liability for damages to persons or property,
including costs and attorneys' fees, that may be asserted or claimed by any person, firm, entity,
corporation, political subdivision or other organization arising out of or in connection with City's
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processing of Property Owner's Projects
Section 12. No Third Party Beneficiary Property Owner acknowledges and agrees that
City's agreement with the Consultant to prepare the Environmental Documents for Property
Owner's Projects is for the benefit of the public and undertaken in compliance with City's
obligations under CEQA, and is not for the benefit of Property Owner
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above
CITY OF REDLANDS
Paul W Foster, Mayor
ATTEST
e Donaldson, City Clerk
L IaaldimlAgreernents\ESR1 Funding Agreement 12 17 19.docxin
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC
B ' i 0 '
Laura Dangermond
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