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HomeMy WebLinkAboutAGR-7851.0.3 - THE ORANGE JCP PROJECT OWNER, LLC. - FUNDING AGREEMENT FOR PREPARATION OF THE VILLAGE AT ORANGE SPECIFIC PLAN & ENVIRONMENTAL IMPACT REPORTDocusign Envelope ID:831 F7F2A-0E6F-417E-89A8-461 B897E7DBD oFPoc City of Orange vs City Attorneys Office a 300 E. Chapman Ave. re‘00 ACR 78E4.3 I Orange, CA 92866 rotnvry c Ael Ot— 7051.0. 3 August 25, 2025 The Orange JCP Project Owner, LLC c/o Integral Communities 888 San Clemente Drive, Suite 100 Newport Beach, CA 92660 jstanek@integralcommunities.com w/copies to cread@integralcommunities.com; nhammond@integralcommunities.com and hvanligten@rutan.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 The Orange JCP Project Owner, LLC a Delaware limited liability company ("TJCPPO" 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 Village at Orange LLC, a Delaware limited liability company ("TVO" and Orange Eighteen Acres, LLC, a Nevada limited liability company ("Saunders") ("Other Property Owners") 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.). 18250.5(714)744-5580 R www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:831 F762A-OE6F-417E-89A8-461 B897E7DBD August 25,2025 Page 2 of 9 2.Funding and Deposit Requirements 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. 182567225.5 714) 744-5580 www.cityoforange.org v) attyinfo@cityoforange.org Docusign Envelope ID:831F762A-0E6F-417E-89A8-461B897E7DBD August 25,2025 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 agreements to either TJCPPO or TVO (as decided between them) 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. 18256 5 714) 744-5580 www.cityoforange.org attyinfo©cityoforange.org Docusign Envelope ID:831 F762A-OE6F-417E-89A8-461 B897E7DBD August 25,2025 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. Except as provided in Section 5, if any of the Other Property Owners elect to cover the Property Owner's share of costs as provided for in Exhibit B, the City may not terminate the Specific Plan and EIR Process, and the Property Owner may not object to, or otherwise challenge the City's and the Other Property Owners'rights to continue the Specific Plan and EIR Process without the Property Owner's involvement. However, if the Other Property Owners fail to elect to cover the Property Owner's share of costs, the City may determine whether to continue, modify or terminate the planning process. 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. 182567225.5 714) 744-5580 www.cityoforange.org v) attyinfo@cityoforange.org Docusign Envelope ID:831 F762A-0E6F-417E-89A8-461 B897E7DBD August 25, 2025 Page 5 of 9 Please confirm your agreement to the above terms by signing and returning one fully executed copy to the City. Sincerely, Signed by: aral. Riat,viirewkj, Pffffenbrand City Manager AGREED AND ACCEPTED: The Orange JCP Project Owner, LLC, a Delaware limited liability company By: jdun, Statuk Name: John Stanek Title: Authorized Representative Date: August 25, 2025 ATTEST: r—DocuSigned by: C6 Ian'feacCal an, City Clerk APPROVED AS TO FORM: DocuSigned by: ri1 katiVintilittrian Senior Assistant City Attorney 182567225.5 714)744-5580 Q www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:831F762A-0E6F-417E-89A8-461B897E7DBD August 25, 2025 Page 6 of 9 Exhibit A City Consultant Scope of Work& Budget Estimate for Specific Plan and EIR 18256 .5 714)744-5580 www.cityoforange.org attyinfo@cityoforange.org The PlaceWorks Team City of Orange Village at Orange Specific Plan COST PROPOSAL The budget below is based on the tasks and deliverables described in the RFP. We have documented our assumptions about the availability of existing data and analysis in the approach to the tasks.The optional line items In the budget,per the RFP,are highlighted in yellow. SUBCONSULTANTS Murakawa Communicati Fuscoe BAR Fehr&Peers NANA ons Title Role: PLACE- Resident Market and Cultural/Paleo 10% SUBCON- TOTAL WORKS Liaison a Fiscal Resources& Subconaultant NATANT TASK Hourly Rate: TOTAL Outreach infrastructure Analysis Transportation Phase 0 ESA Markup TOTAL BUDGET TASK 1.Evaluation and Recommendations 1.1 Project Kick-Off&Due Diligence 5,880 8,500 2,140 37,905 4,855 $53,400 $59,280 1.2 Background Data Review 19,080 30,486 3,049 $33,535 $52,615 1.2A intersection LOS(Optional) 2,250 28,095 2,810 $30,905 $33,155 1.28 Parking Analysis(Optional) 3,105 34,595 3,460 538,055 $41,160 1.3 Project Management and Meetings 28,425 12,234 8,848 4,995 2,608 $26,685 $57,110 Task 1.Subtotal $58,740 $12,234 $47,834 $7,135 $100,595 0 $16,782 $164,580 $243,320 TASK 2.Task 2.Fiscal and Market Land Use Analysis(Optional) 2.1 Market Analysis 4,950 23,400 52,340 $25,740 $30,690 2.2 Fiscal Analysis 4,950 27,900 2,790 $30,690 $35,640 Task 2.Subtotal $9,900 $0 0 $51,300 0 50 $5,130 $56,430 $66,330 TASK 3.Stakeholder Outreach#1 3.1 Stakeholder Outreach#1 14,750 2,957 6,000 696 $9,853 $24,603 Task 3.Subtotal $14,750 $2,957 0 $6,000 0, 50 $B% $9,853_ $24,603 TASK 4.Community Outreach ill 4.1 Community Survey 8,180 8,224 822 $9,046 $17,226 4.2 Community Outreach#1 16,235 17,362 3,875 2,124 $23,361 $39,596 Task 4.Subtotal $24,415 $25,586 0 $0 $3,875 0 $2,946 $32,407 $56,822 5.1 Specific Plan Land Use Alternatives and Framework $29,700 5,600 17,390 2,319 $25,509 $55,209 Task 5.Subtotal $29,700 $0 $5,800 $0 $17,390 0 $2,319 $25,509 $55,209 TASK 6.Stakeholder Outreach#2 6.1 Stakeholder Outreach#2 10,660 2,957 2% $3,253 $13,913 Task 6.Subtotal $10,660 $2,957 01 $0 0 0 $296 $3,253 $13,913 TASK 7.Community Outreach#2 7.1 Comunitym Outreach Event#2 2110 18,064 3,875 2,194 24,133 39,438 Task 7.Subtotal $15,305 $16,064 01 -_-$01 $3,875 0 $2,194 $24,133 $39,438 TASK 8.Draft Specific Plan 8.1 Draft Preferred Plan 13,550 0 $0 $13,550 8.2 Preparation of Specific Plan+Reviews 105,540 5,877 3,765 964 $10,606 $116,146 Task 8.Subtotal $119,090 $0 $5,877 $0 $3,765 0 $964 $10,606 $129,696 TASK 9.CEQA Documentation 9.1 CEQA Project Initiation and Notice of Preparation $37,485 0 SO 37,485 9.2 Draft EIR 126,840 0 $0 $126,840 9.3 Public Draft EIR 24,770 SO SO $24,770 9.4 Final EIR 34,820 SO $0 $34,820 9.5 Certification Documents 13,630 S0' $0 $13,830 9.6 CEQA Project Management 30,030 0 $0 $30,030 9.7 Technical Studies 77,750 19,174 46,280 22,070 $8,752 $96,276 $174,026 Task 9.Subtotal $345,525 19,174 46,280 $22,070 $6,752 $96,276 $441,601 10.1'Hearings 23,080 4,100 10 510 27,590 Task 10.Subtotal $23,0110 $0 0 $0 $4,100 0 $410 $4,510 $27,590 Labor Hours Total,{v,7'.: Labor Dollars Total $651,165 $61,796 $78,685 $64,435 $179,880 $22,07' 447,557 $1,098,722 PlaceWorks Percent of Total Labor iiN yu,,_ _ a,ajj,,d r.J. ;;cesc ,-y ;,:;-,u, REIMBURSABLE EXPENSES PlaceWorks Reimbursable Expenses 26,047 Subconsultants'Reimbursable Expenses 6,000.00 $ 2,000.00 $ 1,250.00 10,175 EXPENSES TOTALI 36,222 GRAND TOTAL(Excluding Optional Tasks) 5994,798 GRAND TOTAL(Including Optional Tasks) 1,134,943 CONTINGENCY(5%OF TOTAL BUDGET) 556,747.16 PLACEWORKS August 25,2025 Page 7 of 9 Exhibit B-1 Deposit Amounts INITIAL DEPOSIT-Tasks 1-7: 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 18256s( 714)744-5580 7* www.cityoforange.org 0 attyinfo@cityoforange.org Docusign Envelope ID:831 F762A-0E6F-417E-89A8-461 B897E7DBD August 25, 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. 18256 5 714)744-5580 www.cityoforange.org k attyinfo@cityoforange.org Docusign Envelope ID:831 F762A-OE6F-417E-89A8-461 B897E7DBD August 25, 2025 Page 9 of 9 Exhibit B-2 City's Summary of Total Project-Wide Deposit Amounts, Including Administration/Reimbursables/Contingencies 18256 5 714)744-5580 www.cityoforange.org attyinfo@cityoforange.org Docusign Envelope ID:831F762A-0E6F-417E-89A8-461B897E7DBD Task 1 Evaluation and Recommendations 243,320.00 Por.of Cost Attributable to Staff Admin, Reimb and Cont Task 2 Fiscal and Market Analysis 66,330.00 Task 3 Stakeholder Outreach#1 24,603.00 Task 4 Community Outreach#1 56,822.00 Task 5 Specific Plan Land Use Alts and Framework 55,209.00 Task 6 Stakeholder Outreach#2 13,913.00 Task 7 Community Outreach#2 39,438.00 SUBTOTAL TASKS 1-7 499,635.00 SUBTOTAL+20%CITY STAFF ADMINISTRATION $ 599,562.00 $ 93,327.00 SUBTOTAL+45% REIMBURSABLES 615,762.00 S 16,200.00 SUBTOTAL+25%CONTINGENCY 14,186.79 PAYMENT#1 629,948.79 Task 8 Draft Specific Plan 129,696.00 SUBTOTAL TASK 8 129,696.00 SUBTOTAL+20%CITY STAFF ADMINISTRATION $ 155,635.20 $ 25,939.20 SUBTOTAL+12% REIMBURSABLES 159,981.84 $ 4,346.64 SUBTOTAL+25%CONTINGENCY L74,168.63 $ 14,186.79 PAYMENT#2 174,168.63 Task9 CEQA Documentation 441,801.00 Task 10 Heraings 27,590.00 SUBTOTAL TASKS 9-10 469,391.00 SUBTOTAL+20%CITY STAFF ADMINISTRATION $ 563,269.20 $ 93,878.20 SUBTOTAL+43% REIMBURSABLES 578,844.66 $ 15,575.46 SUBTOTAL+ 50% CONTINGENCY cn7 '18.24 S 28,373.58 PAYMENT#3 607,218.24