HomeMy WebLinkAboutContracts & Agreements_174-2010_CCv0001.pdf FUNDING AGREEMENT BETWEEN THE
CITY OF REDLANDS AND GOSSING RENEWABLE ENERGY AMERICA
This funding agreement ("Agreement") is made and entered into this 2"d day of
November, 2010, by and between the City of Redlands, a municipal corporation (hereinafter
"City") and Gassing Renewable Energy America LLC (hereinafter "GREA"). City and GREA
are sometimes individually referred to herein as a"Party" and, together, as the "Parties."
RECITALS
WHEREAS, GREA desires to produce energy from City's California Street Landfill gas,
and from wastewater treatment plant digester gas, and desires to locate a gasification facility in
proximity to City's wastewater treatment plant (the "Project"); and
WHEREAS, by executing this Agreement, GREA expressly agrees to advance payment,
in an amount not to exceed Thirty Thousand Dollars ($30,000) for the costs and expenses City
incurs in connection with City's review of GREA's proposed Project;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Giissing Renewable Energy America LLC agree as follows:
AGREEMENT
Section 1. Funding Obligation. Within ten (10) days of the date of written request of
City, GREA shall deposit the sum of Thirty Thousand Dollars ($30,000)(the "Deposit") with
City to engage the consultant who will review GREA's proposed Project. The Deposit will be
applied towards the cost incurred by the City in connection with its review of the proposed
Project. Upon receipt of the Deposit, City shall engage the consultant as soon as practicable. In
the event that this Agreement is terminated for any reason, City shall immediately refund any
unused portion of the Deposit to GREA. City shall also notify GREA in writing upon remitting
any payments to the consultant, which notification shall include a general description of the
services performed by the consultant and the amounts paid for such services.
Section 2. Compliance Required. GREA acknowledges that City may require GREA to
supply data and information to determine whether the proposed Project is feasible. GREA shall
promptly comply with all such requests by City.
Section 3. Failure to Comply. If, at any time, in City's sole discretion; GREA
unreasonably delays in advancing monies as requested by City, or paying any invoice from City
when due, GREA acknowledges and agrees that City may, without liability to GREA, cease
City's review and processing of GREA's proposed Project.
Section 4. Notices. All notices given pursuant to this Agreement shall be in writing and
may be given by personal delivery or by mail. Notices, sent by mail shall be addressed as
follows:
t:\caldjm\Agreements\GKEA Funding Agreement.doc
City Applicant
Les Jolly Graeme Bethell
Interim Quality of Life Director Gussing Renewable Energy America
Quality of Life Department 133 — 1335 Bear Mountain Parkway
P.O. Box 3005 Victoria, BC, Canada, V9B 6T9
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
In all other instances, notices shall be deemed given at the time of actual delivery. Changes may
be made in the names and addresses of the person to whom notices are to be given by giving
notice pursuant to this Section.
Section 5. Attorneys' Fees. In the event any action is commenced to enforce or interpret
any of the terms or conditions of this Agreement the prevailing Parry 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 a Party.
Section 6. Entire Agreement/Amount. This Agreement represents the entire agreement
and understanding between the Parties as to the matters contained 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 GREA.
Section 7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section S. Defense and Indemnity. GREA shall defend, indemnify and hold harmless
City, 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
processing of Applicant's Project, except to the extent that any such action, claim, demand,
lawsuit, loss or liability arises from the City's gross negligence or willful misconduct, or is a
result of City's breach of this Agreement or any agreement between it and GREA.
Section 9. No Third Party Beneficiarv. GREA expressly acknowledges and agrees that
City's contract with the consultant to prepare for GREA's Project is for the benefit of City and
the public, and is not for the benefit of GREA.
Section 10. Termination. City may terminate the Agreement by providing ten (10)
calendar days prior written notice to GREA of the date such notice states as the date of
termination of this Agreement.
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1AcaldjmkAgreernentslGREA Funding Agreement.doc
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates
shown below.
CITY OF REDLANDS
By:
4UEi
artinez, er
ATTEST:
City Clerk
GUSSIM
LE ENERGY AMERICA
By.
Title:
business and sales tax revenues throughout the City. On motion of
Councikmcmber Aguilar, seconded by Mayor Pro Tem Bean, the City Council
unanimously approved the fee waiver request.
Sobriejy Checkpoint Grant - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unanimously approved the
acceptance of an Office of Traffic Safety (OTS) Sobriety Checkpoint Mini-
Grant and appropriation of funds from the grant to the Police Department.
Volunteer Recognition - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unanimously approved certificates
of recognition for Rhonda Myer, of the Citizen Volunteer Patrol, and Thomas
Cawthon, Citizen Volunteer Patrol Ranger, for their distinction as recipients of
State Assembly Public Safety Volunteer Awards.
Commission Appointments - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unanimously approved the
appointment/reappointment of the following members of the Recreation
Advisory Commission: Donald H. Gifford to serve a four-year term ending
June 30, 2014; Todd Gutjar to serve the remainder of an unexpired term ending
June 30, 2012; Mary Reyes to serve another four-year term ending June 30,
2014; and Joe Gonzales to serve a third four-year term ending June 30, 2014.
NEW BUSINESS:
Renewable Energy Pr ject - Graeme Bethell, CEO of Gussing Renewable
Energy America, LLC (GREA),presented a summary of a concept to use City of
Redlands wastewater biosolids, landfill solid waste and gases as renewable
energy sources. GREA is interested in building and operating a gasification
facility in Redlands. On motion of Councilmember Harrison, seconded by
Councilmember Aguilar, the City Council unanimously approved a funding
agreement whereby GREG will provide funds to pay R3 Consulting Group to
provide technical evaluation of +GREA's proposal and report to the City of
Redlands on its findings.
Commission Appointments - On motion of Councilmember Gallagher,
seconded by Mayor Gilbreath, the City Council unanimously approved the
appointment of Robert Duron to serve the remainder of an unexpired term on
the Traffic and Parking Commission ending December 20, 2013,
Legal Services - On motion of Mayor Pro Tem Bean, seconded by Mayor
Gilbreath, the City Council unanimously approved payment of four invoices
totaling $11,038.49 to Liebert Cassidy Whitmore for legal services in
connection with the modification of City of Redlands Department Directors'
Benefit Profile and authorized appropriation of funds to cover the payment.
November 2,2010
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