HomeMy WebLinkAboutContracts & Agreements_54-2021FUNDING AGREEMENT FOR PROFESSSIONAL ENVIRONMENTAL REVIEW
SERVICES FOR A PRIVATE PROJECT
This funding agreement for professional environmental review services ("Agreement") is
made and entered into this 30th day of March, 2021 ("Effective Date"), by and between the City
of Redlands, a municipal corporation (hereinafter "City") and Village Partners Ventures, LLC, a
limited liability company (hereinafter "Village Partners"). City and Village Partners are sometimes
individually referred to herein as a "Party" and, together, as the "Parties."
RECITALS
WHEREAS, Village Partners has filed an application with City for a proposed mixed use
residential and commercial development project (the "Project") located at those parcels commonly
known as San Bernardino County Assessor's Parcel Nos. 0171-053-01-0000, 0171-053-02-0000,
0171-053-03-0000, 0171-053-04-0000, 0171-053-05-0000, 0171-053-06-0000, 0171-251-06-
0000, 0171-251-07-0000, 0171-251-08-0000, 0171-251-09-0000, 0171-251-10-0000 which
requires environmental review pursuant to the California Environmental Quality Act ("CEQA');
and
WHEREAS, Village Partners has informed City it is of the opinion that the Project satisfies
the requirements for the preparation of a Sustainable Communities Environmental Assessment
("SCEA") pursuant to CEQA; and
WHEREAS, City, as Lead Agency, has determined that a SCEA be prepared for the Project
will be required pursuant to Section 15063 of the State CEQA Guidelines; and
WHEREAS, the SCEA, and certain associated technical studies, will be prepared by a
consultant approved by, and under contract to, City; and
WHEREAS, by executing this Agreement, Village Partners expressly agrees to advance
payment for all costs and expenses City incurs in the preparation of the SCEA related to Village
Partners' Project, and for any associated investigations, environmental studies, and documents
permitted or required by CEQA or other federal or state law in connection with the processing of
Village Partners' Project (collectively, the "Environmental Documents");
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City
of Redlands and Village Partners agree as follows:
AGREEMENT
Section 1. Funding Obligation. Within ten (10) days of the date of the written request
of City, Village Partners shall deposit the sum of sixty thousand five hundred dollars ($60,500)
(the "Deposit") with City to engage a professional consultant who will commence work on the
Environmental Documents. The present estimated cost of the Environmental Documents is
estimated to be one hundred seven thousand eight hundred thirty ($107,830), and the contract
administration fee is set at ten thousand seven hundred eighty three dollars ($10,783). Village
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Partners acknowledges that Village Partners is obligated by this Agreement to pay to City the full,
actual cost for the preparation of the Environmental Documents, and the administration fee, as
deemed reasonable or necessary by City, to ensure the legal sufficiency of the Environmental
Documents. The Deposit will be applied towards the actual total cost of the Environmental
Documents and the administration fee. Village Partners shall thereafter 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 Village Partners.
Section 2. Compliance Required. Village Partners acknowledges that City may
require Village Partners to make additional payments, supply data and information to determine
whether Village Partners' Project may have a significant effect on the environment, and to assist
City and the consultant in preparing the environment documents. Village Partners shall promptly
comply with all such requests by City.
Section 3. Failure to Comply. If, at any time, Village Partners unreasonably delays in
advancing monies as requested by City, paying any invoice from City when due, or failing to
provide City with information or data requested pursuant to Section 2 hereof, such unreasonable
delay shall suspend the running of the time periods described in State CEQA Guidelines sections
15107 and 15108, in accordance with section 15109, for the period of such unreasonable delay.
Alternatively, Village Partners acknowledges and agrees that City may, without liability to Village
Partners, disapprove the Project for Village Partners' delay in satisfying City's requirements.
Section 4. 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 Desatnik, Director
Development Service Department
35 Cajon Street, Ste. 20
P.O. Box 3005 (mailing)
Redlands, CA 92373
bdesatnik@cityofredlands.org
(909) 798-7555
VILLAGE PARTNERS VENTURES, LLC:
Donald Henry, Member
Village Partners Ventures, LLC 4340
Von Karman Avenue, Suite 110
Newport Beach, CA 92660
don@villagepartners.com
(949) 647-7767
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 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 a Party.
Section 6. Entire Agreement/Amendment. This Agreement represents the entire
agreement and understanding between the Parties as to the matters contained herein, and any prior
2
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negotiations, proposals or verbal agreements are superseded by this Agreement. Any amendment
to this Agreement shall be in writing, approved by the City Manager of City and signed by the
City Manager and Village Partners.
Section 7. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
Section 8. Defense and Indemnity. Village Partners 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
processing and approval or denial of Village Partners' Project and the Environmental Documents.
Section 9. No Third Party Beneficiar. Village Partners expressly acknowledges and
agrees that City's contract with the consultant to prepare the SCEA for Village Partners' Project is
for the benefit of the public and undertaken in compliance with City's obligations under CEQA,
and is not for the benefit of Village Partners.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of its Effective
Date.
CITY OF REDLANDS
By:,��.�!
Charles M. Duggan, Jr., i ager
ATTEST:
By:
J e Donaldson, City Clerk
VILLAGE PARTNERS, LLC, a Delaware
limited liability company
0
Village Partners Investments, LLC,
a California limited liability company,
Its Administrative Member
By: Donald Henry, Member
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