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HomeMy WebLinkAboutAGR-7851.0.2 - ORANGE EIGHTEEN ACRES, LLC. - FUNDING AGREEMENT FOR PREPARATION OF THE VILLAGE AT ORANGE SPECIFIC PLAN & ENVIRONMENTAL IMPACT REPORTDocusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 U1 44' rGoaPoRo€01,c City of Orange City Attorneys Office k, pc 300 E. Chapman Ave. y,,, 6,"40 < Orange, CA 92866 wNT c September 11, 2025 Orange Eighteen Acres,LLC r—Initiai c/o Saunders Property Company L7 4040 MacArthur Blvd., Suite 300 M" -7861.D.2 Newport Beach, CA 92660 john@spcnb.com w/copies to jamessaunders@spcnb.com) Re: Funding Agreement for Preparation of the Village at Orange Specific Plan and Environmental Impact Report John: This letter agreement("Agreement") sets forth the terms under which Orange Eighteen Acres, LLC, a Nevada limited liability company ("Saunders"or"Property Owner") ,will provide its share of funding to the City of Orange ("City"), a California municipal corporation, to support preparation of a Specific Plan and associated Environmental Impact Report("EIR") for the Village at Orange site. This Agreement is one of three agreements between the City and property owners subject to the proposed Specific Plan. The Orange JCP Project Owner, LLC, a Delaware limited liability company("TJCPPO"); and The Village at Orange, LLC,A Delaware limited liability company("TVO") are each anticipated to have their own agreement in substantially the same form as this Agreement. This Agreement shall not become effective until all three of the agreements referenced in this paragraph are fully executed and become effective. This Agreement is entered into pursuant to the City's authority under California Government Code §§ 65103 and 65450 et seq. (land use planning and specific plans), and Public Resources Code § 21089(b) and CEQA Guidelines § 15084(d) (cost recovery for EIRs), and is not intended to confer any development right or entitlement. 1. Purpose and Scope The City intends to initiate and oversee the preparation of a Specific Plan and associated EIR for the Village at Orange site. This planning effort will be led by the City and undertaken in accordance with California Government Code §§ 65100-65457 and the California Environmental Quality Act(Public Resources Code § 21000 et seq.). 2. Funding and Deposit Requirements 1825l5.5(714) 744-5580 Q www.cityoforange.org 0 attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11,2025 Page 2 of 9 The City's consultant has prepared a scope of work and budget estimate for preparation of the Specific Plan and EIR(Exhibit A to this agreement)that is broken down into ten(10)tasks. Within five(5)business days of the mutual execution of this Agreement, the Property Owner shall deposit with the City its percentage share associated with Tasks 1-7 as identified in Exhibit B-1 to this Agreement, which includes estimated amounts for City staff administration, reimbursables, and contingency ("Deposit"). The City shall notify the Property Owner in writing thirty(30) days prior to anticipated commencement of Task 8 and Tasks 9-10,respectively. Property Owner shall,within fifteen(15) days of receipt of such notice, increase the Deposit by its percentage share applicable to such tasks as shown on Exhibit B-1. All funds provided by Property Owner pursuant to this Agreement shall be used by the City exclusively to cover the costs of third-party consultants, legal review,public outreach, environmental analysis, and related administrative expenses for preparation and processing of the Specific Plan and EIR. If additional funding becomes necessary,the City will notify the Property Owner in writing of the amount owed by the Property Owner and Other Property Owners. The Property Owner agrees to provide its percentage of the additional amount to replenish the Deposit(as reflected in Exhibit B-1)within thirty(30) calendar days of the City's notice. If additional funds(or the original Deposit)are not provided in a timely manner, or the additional funding needs are not met because Property Owner or the Other Property Owners failed to provide their share,the City shall provide notice to Property Owner and the Other Property Owners, and if the missing amount is not deposited within thirty (30)calendar days of sending that notice, the City may terminate or suspend the Specific Plan and EIR Process. All funds received by the City shall be held in a segregated account for the purposes of this Agreement. The City shall maintain records and accounting of all spending funded by the Deposit and shall provide such records and accounting to Property Owner upon request. 3. City Control and Authority The City shall have sole discretion and control over: The content and scope of the Specific Plan and EIR; The selection,hiring, and direction of all consultants; All decisions related to public engagement, environmental review, and plan adoption. The consultants retained under this Agreement shall be under the direction of the City. All deliverables and work product shall be the property of the City. Nothing in this Agreement shall be interpreted to limit the City's discretion under state law, CEQA, or local ordinance. The City shall cause all third-party contracts between the City and any consultants in relation to preparation of the Specific Plan and EIR to include the right for the City to terminate in the City's sole discretion,to require such consultant to cease work and cease incurring costs, and to return any unused portions of funds advanced by City to such consultant. 714) 744-5580 www.cityoforange.org 6ril attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41 CD-9291-3367486190A8 September 11,2025 Page 3 of 9 4. No Entitlements or Development Rights/Property Owner Input The Property Owner expressly acknowledges that: Execution of this Agreement and funding of the Deposit do not confer any right to develop, receive entitlements, or obtain plan approvals; The City retains full discretion under California Government Code § 65358 and Public Resources Code § 21000 et seq. to approve, deny,modify, or abandon the Specific Plan or EIR at any time and for any reason; The City may revise or discontinue the planning process based on policy considerations, legal risks, environmental findings, or community input. The City acknowledges that the Property Owner has prepared preliminary plans for future development and use of the Specific Plan area and that such plans shall be taken into account during preparation of the Specific Plan. The Property Owner's preliminary plans provide generally for horizontal mixed use development, including flexible standards that would permit townhome development; continued,reconfigured, and/or expanded retail uses; and preservation of existing central vehicular access through the TVO property from North Tustin Street. The City will facilitate the communication of the Property Owner's proposed plans to the City's consultants during stakeholder input for the Specific Plan. The stakeholder input phase will be followed by public outreach and communication prior to consideration of the Specific Plan. 5.Termination by the City The City reserves the right to suspend or terminate the Specific Plan and EIR process at any time, including due to community controversy, legal concerns, or budgetary constraints. In such event: The City shall provide written,notice to the Property Owner; The City shall return any unspent balance of the Deposit, less administrative and closeout costs (not to exceed 10% of the remaining funds); Funds already spent or contractually obligated shall not be refunded. Notwithstanding the foregoing, in the event that the City elects to suspend or terminate its participation in the Specific Plan and EIR Process for any reason, within thirty(30)days of the City's decision to suspend or terminate its participation in the Specific Plan and EIR Process, it shall assign all contracts and other necessary agreement to either TJCPPO or TVO (as decided between therm) so that the designated party can step into the place of the City, and continue the Specific Plan and EIR Process as a private application. In such an event,the City shall also deliver copies of all written materials that had been prepared by the City's consultants prior to the City's termination of this Agreement to the designated party except those written materials that are subject to the attorney-client privilege. O (714) 744-5580 www.cityoforange.org attyinfo©cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11,2025 Page 4 of 9 6.Withdrawal by Property Owner The Property Owner may elect to withdraw from this funding arrangement by providing fifteen 15) days'written notice to the City and the Other Property Owners. Upon such withdrawal: The Property Owner shall not be entitled to a refund of any portions of the Deposit spent prior to the withdrawal date; The City shall, following the City's settlement of any invoices for consultant work incurred prior to the withdrawal date,return any unspent balance of the Deposit to the Property Owner, less administrative and closeout costs (not to exceed 10% of the remaining funds). Upon its withdrawal,the Property Owner shall have no further obligations to the City pursuant to this agreement. 7. Indemnification To the fullest extent permitted by law, the Property Owner shall indemnify, defend, and hold harmless the City, its officers, employees, and agents from and against any and all claims, liabilities, losses, or expenses, including reasonable attorneys'fees, arising out of or related to this Agreement, except to the extent caused by the sole negligence or willful misconduct of the City. 8.No Obligation to Proceed or Approve The City's execution of this Agreement does not constitute a commitment to adopt the Specific Plan, certify the EIR, or take any further action. Notwithstanding the foregoing,this Agreement does not otherwise relieve the City from otherwise complying with all other applicable laws and regulations. 9. General Provisions Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings. Amendments: No amendment shall be valid unless in writing and executed by both parties. Governing Law: This Agreement shall be governed by the laws of the State of California. Public Records:All documents and communications related to this Agreement are subject to disclosure under the California Public Records Act. Please confirm your agreement to the above terms by signing and returning one fully executed copy to the City. Sincerely, Mood by: 30 1,. Nitiu&l'ra t&J, ParaTaltildenbrand City Manager 714) 744-5580 www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11, 2025 Page 5 of 9 AGREED AND ACCEPTED: Orange Eighteen Acres, LLC, a Nevada limited liability company r—DocuSIgned by: By: Yu& Sauu,I.txs 91EF4097B35134AA_. Name: John Saunders Title: Chairman Date: 9/16/2025 ATTEST: r—Docu n SSIgNedN Aby::AJAR•i N ( PaittiTedteman, City Clerk APPROVED AS TO FORM: 1DoctuSIgrined by: latiaIeA2Zaourian Senior Assistant City Attorney 714)744-5580 R www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41GD-9291-3367486190A8 September 11, 2025 Page 6 of 9 Exhibit A City Consultant Scope of Work& Budget Estimate for Specific Plan and EIR 182567225.5 Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11, 2025 Page 7 of 9 Exhibit B-1 Deposit Ambunts INITIAL DEPOSIT INITIAL DEPOSIT BREAKDOWN Stakeholder Percentage Share Share The Village at Orange, LLC, a 42.5%267,728.24 Delaware limited liability company The Orange JCP Project Owner, 42.5%267,728.24 LLC, a Delaware limited liability company Orange Eighteen Acres, LLC, a 15% 94,492.31 Nevada limited liability company TOTAL 100% 629,948.79 DEPOSIT INCREASE #1 -Task 8: INITIAL DEPOSIT BREAKDOWN Stakeholder Percentage Share Share The Village at Orange, LLC, a 42.5%74,021.67 Delaware limited liability company The Orange JCP Project Owner, 42.5%74,021.67 LLC, a Delaware limited liability company Orange Eighteen Acres, LLC, a 15% 26,125.29 Nevada limited liability company TOTAL 100% 174,168.63 714)744-5580 www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11, 2025 Page 8 of 9 DEPOSIT INCREASE #2—Tasks 9+ INITIAL DEPOSIT BREAKDOWN Stakeholder Percentage Share Share The Village at Orange, LLC, a 42.5%258,067.76 Delaware limited liability company The Orange JCP Project Owner, 42.5%258,067.76 LLC, a Delaware limited liability company Orange Eighteen Acres, LLC, a 15% 91,082.73 Nevada limited liability company TOTAL 100% 607,218.25 NOTE: Percentages are based on the Property Owner and Other Property Owners' Separate agreement. 714)744-5580 www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:37B16B6F-02E1-41CD-9291-3367486190A8 September 11, 2025 Page 9 of 9 Exhibit B-2 City's Summary of Total Project-Wide Deposit Amounts, Including Administration/Reimbursables/Contingencies 714)744-5580 R www.cityoforange.org attyinfo@cityoforange.org